FORM 8-A
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                      Washington, D.C.
                              
                            20549
                              
                              
             FOR REGISTRATION OF CERTAIN CLASSES
       OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
                              
      AEI Income & Growth Fund XXI Limited Partnership
   (Exact name of registrant as specified in its charter)
                              
                              
                              
                          Minnesota
          (State of incorporation or organization)
                              
                              
                         41-1789725
            (I.R.S. Employer Identification No.)
                              
                              
              1300 Minnesota World Trade Center
                     30 East 7th Street
                     St. Paul, MN  55101
    (Address of principal executive offices and zip code)
                              
                              
            Securities to be registered pursuant
                to Section 12(b) of the Act:
                              
                              
                            None
                              
                              
            Securities to be registered pursuant
                to Section 12(g) of the Act:
                              
                  Limited Partnership Units
                      (Title of class)
                              

Item 1. Description of Registrant's Securities to be Registered.

        The descriptions of the Units (a) under the subcaptions
"Principal Investment Objectives," "Borrowing Policies -- No 
Acquisition Leverage," and "Joint Venture Investments" of the 
caption "Investment Objectives and Policies," (b) under the 
subcaption "Fiduciary Responsibility" of the caption "General 
Partners," (c) under the caption, "Compensation to General 
Partners and Affiliates," (d) under the caption "Cash 
Distributions and Tax Allocations" (e) under the caption 
"Restrictions on Transfer," (f) under the caption "Summary of 
Restated Partnership Agreement," and (g) under the caption 
"Reports to Limited Partners" of the Registrant's final prospectus
filed with the commission pursuant to Rule 424(b) (File No.
33-85076C) are hereby incorporated by reference.


Item 2. Exhibits.

        2.1  Restated Limited Partnership Agreement of AEI
             Income & Growth Fund  XXI Limited Partnership
             (incorporated by reference to Exhibit A to the
             final prospectus included in Amendment No. 2 to 
             the Registration Statement on Form SB-2 filed
             January 30, 1995 (File No. 33-85076C.))

        2.2  Certificate of Limited Partnership
             (incorporated by reference to Exhibit  3.1
             to the Registration Statement on Form SB-2 
             filed October 12, 1994 (File No. 33-85076C.))


                          SIGNATURE

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed by the
undersigned, thereunto duly authorized.




                              AEI Income & Growth Fund XXI
                              Limited Partnership

                              By:  AEI Fund Management XXI,
Inc.



Dated:  May 15, 1997          By: /s/ Robert P Johnson
                                      Robert P. Johnson,President