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
