Aei Income & Growth Fund 24 LLC – ‘SB-2/A’ on 5/16/01

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           124    611K 
                          Securities by a Small-Business Issuer                  
 2: EX-23       Consent of Experts or Counsel                          1      5K 

SB-2/A   —   Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer
Document Table of Contents

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As filed with the Securities Exchange Commission on May 16, 2001  

                                            File No. 333-52960

U. S. SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

AMENDMENT NO. 5 TO      
FORM SB-2     
REGISTRATION STATEMENT      
Under the Securities Act of 1933      

AEI INCOME & GROWTH FUND 24 LLC           
(Name of small business issuer in its charter)            

Delaware                 6500               (41-1990952)    
(State of other      (Primary Standard         (IRS Employer      
jurisdiction            Industrial            Identification    
of incorporation)       Classification             Number)          
Code Number)      

1300 Minnesota World        Robert P. Johnson           Copies to:            
Trade Center           1300 Minnesota World       Thomas O. Martin    
30 East Seventh Street        Trade Center          Dorsey & Whitney LLP      
St. Paul, Minnesota 55101  30 East Seventh Street   Pillsbury Center South    
(651) 227-7333 or         St. Paul, Minnesota 55101   220 South Sixth         
(800) 328-3519             (651) 227-7333 or         Minneapolis, Minnesota   
(Address and telephone     (800) 328-3519                55402-1498           
number of principal       (Name, address, including                           
executive offices and              zip code                                   
intended principal place  and telephone number of                             
of business)               agent for service of                               
process)      

Approximate  date  of  proposed sale  to  public:  As  soon  as       
practical after the effective date of this Registration Statement.              

If this Form is filed to register additional securities for  an       
offering  pursuant to Rule 462(b) under the Securities  Act,  please            
check  the  following box and list the Securities  Act  registration            
statement number of the earlier effective registration statement for            
the same offering. [ ]                                                          

If  this  Form is a post-effective amendment filed pursuant  to       
Rule  462(c) under the Securities Act, check the following  box  and            
list the Securities Act registration statement number of the earlier            
effective registration statement for the same offering. [ ]                     

If  this  Form is a post-effective amendment filed pursuant  to       
Rule  462(d) under the Securities Act, check the following  box  and            
list the Securities Act registration statement number of the earlier            
effective registration statement for the same offering. [ ]                     

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If delivery of the prospectus is expected to be made pursuant to        
Rule 434, please check the following box. [ ]                                   

CALCULATION OF REGISTRATION FEE           

        Proposed      Proposed
Title of        Amount to    Maximum      Maximum    Amount of        
Securities          be        Offering    Aggregated  Registrat         
to be Registered   Registered   Price Per     Offering    ion Fee             
        Share        Price
Limited Liability  50,000 Units   $1,000     $50,000,000   $12,500(1)           
Company Units                                                                   

(1) Registration fee was paid in connection with a previous             
filing.                                                                 

The Registrant hereby amends this Registration Statement on such        
date  or dates as may be necessary to delay its effective date until            
the  Registrant  shall file a further amendment  which  specifically            
states  that  this  Registration Statement shall  thereafter  become            
effective in accordance with Section 8(a) of the Securities  Act  of            
1933  or until the Registration Statement shall become effective  on            
such  date as the Commission, acting pursuant to said Section  8(a),            
may determine.                                                                  

"The  information  in  this  prospectus  is not complete and may be             
changed.  We may not sell these securities  until  the registration             
statement filed with  the  Securities  and  Exchange  Commission is             
effective.   This   prospectus  is  not  an  offer  to  sell  these             
securities  and  it is  not  soliciting  an  offer  to   buy  these             
securities   in   any   state  where  the  offer  or  sale  is  not             
permitted.                                                                      

PRELIMINARY PROSPECTUS      Subject to completion      May 16, 2001             

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AEI INCOME & GROWTH FUND 24               
An offering of Limited Liability Company Units                
$1,500,000 minimum                

AEI Income & Growth Fund 24 LLC is a newly formed limited                       
liability company that will purchase single-tenant commercial                   
properties leased to corporate tenants.  Our long-term "net"                    
leases will require our tenants to pay the operating costs of our               
properties, including taxes, maintenance and insurance.  We have                
not commenced operations but intend to use the cash we raise in                 
this offering to purchase properties.                                           

SECURITY OFFERED    50,000 units of limited liability company                 
interest at $1,000 per unit.          

MINIMUM PURCHASE:   2.5 units for $2,500: 2 units for $2000 for               
  IRAs and Keoghs (higher in some states).

MINIMUM OFFERING    All moneys will be placed in a special bank               
    escrow until at least $1,500,000 has  been
         received.  We will promptly return to investors
      all moneys held in escrow if we do not raise
$1,500,000 before May   ,2002.        

OFFERING PERIOD     The offering will last until May    ,2002, but            
we may extend it to May   ,2003.      

DEALER MANAGER      AEI Securities, Inc., a company affiliated with           
        our managers, will act as "Dealer-Manager" and
       coordinate the sale of units.  AEI Securities
          will contract with other broker dealers that are
       members of the NASD that will use their "best
efforts" to offer and sell the units. 

PROCEEDS TO AEI FUND 24        Per Unit       Total                     
                         (minimum)

Public Price               $1,000.00     $1,500,000     100.0%    
Commissions & expenses      100.00        150,000      10.0%  
Other offering costs         50.00         75,000       5.0%  
Proceeds to AEI Fund 24       850.00      1,275,000               
85.0%                                                       
Acquisition expenses         30.00         45,000       3.0%  
Working capital reserve      10.00         15,000       1.0%  
Amount available for                                              
purchase of properties    $810.00     $1,215,000      81.0% 

WE ENCOURAGE YOU TO READ THE "RISKS" DESCRIBED ON PAGES 5 TO 8 OF               
THIS PROSPECTUS.  WE BELIEVE THE MOST SIGNIFICANT RISKS INCLUDE                 
THE FOLLOWING:                                                                  

You will not be able to evaluate our properties before they               
are acquired;                                                             

You will be required to rely on our managers for all facets               
of our operations, including selection, operation and sale of             
our properties;                                                           

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As an investor, you will have the right to vote only on a                 
limited number of matters;                                                

We will make substantial payments to our managers regardless              
of whether we are profitable;                                             

We may only purchase one property if only the minimum                     
($1,500,000) is raised;                                                   

Because there will be no market for the units and                         
restrictions will be placed on their transfer you may be                  
unable to resell the units except at a substantial discount               
from your purchase price;                                                 

Our managers will operate under a number of conflicts of                  
interest;                                                                 

We are not a mutual fund or investment company and are not                
regulated under the federal Investment Company Act.                       

Neither the SEC nor any state securities administrator has                      
approved the units or determined that this prospectus is accurate               
and complete. Any representation to the contrary is a criminal                  
offense. We cannot use projections in this offering and we cannot               
make any representation, verbally or in writing, about the cash                 
or tax benefits you might receive from investing. We cannot                     
accept your subscription for units until at least five business                 
days after you have received this prospectus.                                   

AEI SECURITIES, INC.                
May    , 2001                 

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TABLE OF CONTENTS               

Summary                                      Page 3                   

Risk factors                                 Page 6                   

Who may invest                               Page 12                  

Capitalization                               Page 13                  

Estimated use of proceeds                    Page 13                  

Investment objectives and policies           Page 14                  

The properties                               Page 18                  

Managers                                     Page 19                  

Prior performance                            Page 22                  

Compensation to managers and affiliates      Page 24                  

Conflicts of interest                        Page 26                  

Cash distributions and tax allocations       Page 29                  

Income tax aspects                           Page 30                  

Restrictions on transfer                     Page 35                  

Summary of operating agreement               Page 36                  

Reports to investors                         Page 40                  

Plan of distribution                         Page 41                  

Sales materials                              Page 42                  

Legal proceedings                            Page 42                  

Experts                                      Page 43                  

Legal opinion                                Page 43                  

Financial statements                         Page 44                  

Operating Agreement                          Exhibit A                

Prior Performance Tables                     Exhibit B                

Certain State Suitability Requirements       Exhibit C                

Subscription Agreement                       Exhibit D                

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SUMMARY               
AEI FUND 24                                                                     

AEI  Income  &  Growth  Fund 24 LLC is a  limited  liability          
company  organized  in  November  2000.  Although  we  have   not               
commenced  operations, we intend to use the  proceeds  from  this               
offering  to acquire a portfolio of income-producing,  commercial               
properties.  We will lease these properties under long-term "net"               
leases  that will require our tenants to pay the operating  costs               
of  the  properties.  We will operate from  the  offices  of  our               
managers  at  1300 Minnesota World Trade Center, 30 East  Seventh               
Street, Saint Paul, Minnesota 55101.  We can be reached at  (651)               
227-7333 (toll-free 800-328-3519).                                              

Our objective is to acquire properties that provide:                  

regular cash distributions of rents;                                  

stable performance from long-term leases with corporate               
tenants;                                                              

growth in lease income through rent escalations;                      

capital growth through appreciation in property values; and           

"passive"  income for tax purposes that can be matched  with          
passive losses from other investments.                                

To  achieve  these  objectives we may, from time  to  time,  sell               
properties  and reinvest the proceeds in replacement  net  leased               
properties.  We  cannot  assure you that we  will  achieve  these               
objectives.  AEI  Fund  24  is not a "tax  shelter"  and  is  not               
intended  to  shelter  any  of your  taxable  income  from  other               
sources.                                                                        

Our   operating  agreement  requires  that  AEI  Fund   24's          
existence terminate in 2051.  It is the current intention of  our               
managers,  however, to liquidate our properties and dissolve  AEI               
Fund  24  eight  to  twelve  years  after  we  complete  property               
acquisitions.  Investors may also dissolve AEI Fund 24 earlier by               
majority vote.                                                                  

RISKS                                                                           

An investment in our units involves a number of risks,                
including risks related to:                                                     

your inability to evaluate properties prior to purchase;          
the total reliance you must place on our managers for our         
operations;                                                       

your inability to exercise significant voting rights;             

substantial payments we will make to our managers;                

our inability to diversify if only the minimum amount of          
capital is raised;                                                

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the illiquidity of the units;                                     

the discount at which any repurchase of units may occur;          
and                                                               

potential management conflicts of interest                        

These and other risks are described under "Risk Factors" starting               
on page 6.                                                                      

PROPERTIES AND PROPERTY ACQUISITION                                             

Most  of  the  properties  we  acquire  will  be  leased  to          
corporate tenants in the chain or franchised restaurant industry,               
although some properties may be in the childcare or single-tenant               
retail  industries and there is no limitation on  acquisition  of               
properties in other industries.  We will execute long-term leases               
with  these  commercial entities at, or prior  to,  the  time  we               
purchase the properties.                                                        

We will acquire all properties for cash: we will not use any          
debt financing to acquire properties. If our managers believe  it               
is  advantageous in diversifying the properties we hold, or if we               
do  not have adequate funds to acquire all of a property, we  may               
acquire  properties  jointly  with  other  real  estate  programs               

[3]               

sponsored by affiliates of our managers, provided that the  other               
programs  and  acquisition terms meet the requirements  described               
under  the  caption  "Investment  Objectives  and  Policies-Joint               
Venture Investments" of this prospectus.                                        

We  expect  that virtually all of the properties we  acquire          
will  be  newly  constructed, although we may acquire  properties               
that  have  operating  histories, and  may  assist  in  financing               
construction by advancing funds prior to completion.  If  we  use               
construction financing, it will be limited to 30% of the offering               
proceeds.                                                                       

Although  we did not own any properties when this prospectus          
was  written,  we will supplement this prospectus  when  we  have               
identified any property we intend to purchase.                                  

THE UNITS                                                                       

Each unit of limited liability company interest represents a          
$1,000  equity  interest in AEI Fund 24. Unlike profit  and  loss               
from  a  corporation,  which are taxed at  the  corporate  level,               
profits,  gains, losses and tax deductions from AEI Fund  24  are               
designed to be passed directly through to the investors and taxed               
only  once at the investor level.  The rental income we  generate               
will normally be treated as "passive income" for tax purposes.                  

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We expect to generate non-cash depreciation and amortization          
expenses  that  we  should be able to deduct  over  a  period  of               
approximately  39  years  on  a "straight  line  basis"  for  tax               
purposes.    These deductions should allow us to distribute  more               
cash  in  the  early  years  than the income  our  investors  are               
required  to  recognize,  although this  "deferred  income"  will               
likely  be  recognized in later years when  we  sell  properties.               
There  are  risks to our ability to achieve these tax  objectives               
described on page 30.                                                           

As an investor and "limited member" of AEI Fund 24, you will          
have   a   different   interest  in  our  profits,   losses   and               
distributions than our managers.  In addition, the cash you  will               
receive from rents will be allocated and paid in proportions that               
are  different than the cash you might receive from the  sale  or               
refinancing of our properties.  Cash distributions will  be  made               
as follows:                                                                     

1.   After deducting operating expenses, rent and other operating               
income will be paid 97% to investors and 3% to managers.              

2.   After  provision for reserves and operating  expenses,  cash               
from  the  sale of properties will be paid 99% to  investors          
and  1% to managers. After our investors have received  both          
(i)  total cash distributions from property sales  equal  to          
their   initial   investment,  plus  (ii)   a   7%   annual,          
uncompounded return on their investment (whether from  gains          
on  property sales or rental income), 90% of the  cash  from          
the  sale or refinancing of our properties will be  paid  to          
investors and 10% will be paid to managers.                           

We will make distributions, of  available cash from interest          
income, rents and proceeds of sale, quarterly  and  we anticipate               
that these distributions will commence  the  first  full  quarter               
after proceeds are released from escrow, which must  occur before               
May   , 2002.  Because we expect that the interest income we earn               
on  offering proceeds will be less than the rental income we earn               
on properties,  we  expect  that  distributions  in the first few               
years  of  the  Company's  operations  will  be  lower  than  the               
distributions after the proceeds are invested in properties.                    

THE MANAGERS AND PRIOR PROGRAMS                                                 

This   investment  program  will  be  managed  by  AEI  Fund          
Management  XXI, Inc., a Minnesota corporation that has  no  full               
time employees.  AEI Fund Management XXI, Inc. will contract  for               
most  of its management services with AEI Fund Management,  Inc.,               
an  affiliated  property management company. Robert  P.  Johnson,               
President,  CEO sole director, and sole shareholder of  AEI  Fund               
Management XXI, Inc. and of AEI Fund Management, Inc., will  also               
serve  as  special  managing member and will be  responsible  for               
overseeing the corporate manger's activities.                                   

[4]               

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AEI  Fund Management, Inc. has a staff of 25 persons engaged          
in   real   estate   syndication,  acquisition  and   disposition               
transactions.   It  provides  management  services  to   thirteen               
publicly syndicated and two privately placed real estate programs               
that  are  affiliated  with our managers and  described  in  more               
detail  under  "Prior Performance" and in  Exhibit  B  below.   A               
separate  entity  is  formed  to manage  each  program  to  limit               
exposure  of  programs to issues that may affect other  programs.               
Although  our managers believe they have adequate staff, directly               
or    through    affiliated   entities,   to   discharge    their               
responsibilities  to AEI Fund 24, they are not  required  by  our               
operating  agreement  to devote any minimum  amount  of  time  to               
providing services to AEI Fund 24.                                              

The following chart illustrates the relationship between AEI          
Fund  24, our managers and affiliated entities that will  provide               
services to AEI Fund 24:                                                        

[CHART:  Chart depicting organization of the Company and              
relationships with Managing and Special Members]                      

[5]               

COMPENSATION TO THE MANAGERS                                                    

In  addition  to paying our managers for their interests  in          
the  profits  and losses as managing members of AEI Fund  24,  we               
will  reimburse our managers for the following services at  their               
cost:                                                                           

1.   The  organization  and  offering of units  in  AEI  Fund  24               
(estimated  at  $225,000  at  minimum  subscription  level),          
almost all of which will be paid out to third parties.                

2.   The  acquisition of properties (estimated at $45,000 at  the               
minimum subscription level).                                          

3.   The   administration  of  Fund  24,  including   management,               
leasing,  releasing  and  sale of properties  (estimated  at          
$75,000  for  first  12  months at the minimum  subscription          
level).                                                               

There  are limits to the amount we pay to our managers  for         
these  reimbursements.   The  total  payments  for  organization,               
offering  the  Units  and acquiring properties  (referred  to  as               
"front-end   fees"),   as   well   as   amounts   for   providing               
administrative  services  to AEI Fund  24,  are  limited  to  the               
manager's  cost  and to what would be paid an unaffiliated  third               
party. In addition, the amounts we pay for these front-end  fees,               
plus  the amount we pay to the managers for overhead and for  the               
costs  of  persons that control the managers, cannot  exceed  the               
following:                                                                      

20% of subscription capital raised, plus                              

10%  of cash flow from operations less the interest in  cash          
flow we pay our managers, plus                                        

5% of cash flow from properties managed by the manager, plus          

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3%  of the sales price of properties if the managers provide          
sales services.                                                       

CONFLICTS OF INTEREST                                                           

Because  of  the  affiliation  between  our   managers,  AEI          
Securties Inc., AEI Fund Management, Inc. and the various private               
and public programs that these persons and entities  have  formed               
and managed, our managers will operate under a number of conflicts              
of interest, arising out of:                                                    

The allocation of their work time between AEI Fund 24 and             
other programs.                                                       

The absence of arms length negotiation of joint venture               
arrangements.                                                         

Potential competition with affiliated programs for properties         
to be purchased.                                                      

The common ownership of AEI Fund 24 and AEI Securities and            
the absence of an independent "due diligence" investigation           
by our dealer manager.                                                

Reimbursement payments our managers receive, regardless of            
our profitability.                                                    

RISK FACTORS                

GENERAL RISKS                                                                   

YOU WILL BE RELYING ON THE MANAGERS TO SELECT PROPERTIES AND          
MIGHT NOT LIKE THE PROPERTIES THEY SELECT.                            

When  this  prospectus was printed, we had not selected  any          
properties.   It  is not likely that you  will  be  able  to          
evaluate properties before they are purchased.  Although  we          
will  supplement  this prospectus when  we  believe  that  a          
property will be acquired, you must rely upon the ability of          
our  managers  to choose properties.  We cannot  assure  you          
that  the  properties our managers select will be  favorable          
investments.                                                          

YOU WILL NOT HAVE A RIGHT TO A RETURN OF YOUR INVESTMENT  IF          
YOU DO NOT LIKE THE PROPERTIES PURCHASED.                             

[6]             

You  will  not have a right to withdraw from Fund 24  or  to          
receive  a return of your investment if you do not like  the          
properties  our managers purchase.  We will have  a  limited          
unit   repurchase  program,  but  that  program   will   not          
necessarily return your entire investment.                            

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YOU WILL HAVE LITTLE CONTROL OVER OPERATIONS.                         

Except  for limited voting rights, you will have no  control          
over our management and must rely almost exclusively on  the          
managers.   Our  managers have complete  authority  to  make          
decisions regarding our day-to-day operations.  The managers          
may  take actions with which you disagree. You will not have          
any  right to object to most management decisions unless the          
managers breach their duties and will only be able to remove          
the  managers  by  majority vote of investors  or  in  other          
limited instances.  Our investors will not be able to  amend          
our  operating agreement in ways that adversely  affect  our          
managers without their consent.                                       

THERE WILL NOT BE A MARKET FOR YOUR UNITS AND THERE WILL  BE          
RESTRICTIONS PLACED ON THEIR TRANSFER.                                

To  avoid  being taxed as a corporation, we are required  to          
place  significant  restrictions on the transfer  of  units.          
That  means  that  you will be required to receive  approval          
from  the  managers  before reselling or  transferring  your          
units.  The managers are required to refuse a transfer  when          
it  would  adversely affect our tax status.   We  will  also          
require as a condition to the transfer of any units that you          
be  fully apprised by the purchaser of the apparent value of          
your  units, including the most recent redemption price.  We          
will require you to confirm your understanding of this value          
by  notifying us in writing.  If the purchaser does not have          
this  information, we will provide it to you.  Our operating          
agreement  provides that, if you agree to sell  or  transfer          
your  units before this information is provided to you,  the          
transfer  agreement is void.  Our operating  agreement  also          
provides that you must notify us when you agree to sell your          
units  and  that AEI Fund 24 will have a right  to  purchase          
your  units  at  the same price by notifying you  within  15          
days.  Because of these requirements, there will  not  be  a          
public  market for your units, you may not be able  to  sell          
them  at  the  time you desire, and any sale  may  be  at  a          
substantial discount.                                                 

ALTHOUGH WE WILL MAINTAIN A REPURCHASE PROGRAM, OUR  ABILITY          
TO  REPURCHASE UNITS WILL BE LIMITED BY TAX LAW AND  BY  OUR          
CASH   NEEDS,   AND  WILL  BE  SUBJECT  TO   OUR   MANAGERS'          
DETERMINATION  THAT  THE  REPURCHASE  WILL  NOT  IMPAIR  OUR          
OPERATING CASH.                                                       

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Although we will maintain a unit repurchase plan starting in          
April,2004, the amount of repurchases we may make is limited          
by tax law, by the provisions of our operating agreement and          
by our  operating cash needs as assessed by our managers.Our          
operating agreement limits aggregate repurchases in any year          
to  two  percent  of the units that are outstanding  at  the          
beginning  of the year.  Our manager will also  be  able  to          
exercise  its discretion to make no purchases  if  it  would          
impair operating capital.  Further, even if repurchases  are          
made,  they will be at a discount from asset value and asset          
value  will  be  determined by our managers.  Therefore,  we          
cannot  assure you that our repurchase program will  provide          
you  with an opportunity to sell your units, or that  if  it          
does, you will obtain full value for the units.                       

YOU  WILL NOT HAVE A RIGHT TO A RETURN OF YOUR CAPITAL PRIOR          
TO THE TERMINATION OF THE PROGRAM.                                    

Although  we intend to dissolve earlier, we are not required          
to  dissolve  until 2051 unless you and a  majority  of  the          
other  investors vote to have us dissolve earlier. You  will          
not  have  a  right  to  redeem  your  units  until  we  are          
dissolved. Although we will have a unit repurchase  program,          
that program is limited, provides for discounts that may not          
provide  you  with  full value for your investment,  may  be          
periodically  suspended at the discretion of  our  managers,          
and is not available if there is not adequate capital to pay          
for repurchases.                                                      

THE RATE OF DISTRIBUTIONS WE MAKE WILL VARY AND DEPEND UPON           
THE TIMING OF OUR PROPERTY PURCHASES AND SALES.                       

[7]             

Although  we  intend  to  make  distributions  to  investors          
quarterly,the amount we distribute will depend on the amount          
of cash flow from operations we generate and whether we have          
distributable  proceeds  from  poperties  we  have  sold. We          
cannot assure you that we  will  always  have  adequate cash          
flow  from  either source to cover expenses and also be in a          
position to make distributions.  In the  first few years  of          
our operations, it is less likely that we will have proceeds          
from  sale  of  our properties and our distributions will be          
primarily  from  rents  and  interest  earned  on  temporary          
investment of offering proceeds.  We will  also  not receive          
rental income until after we have purchased properties and a          
larger  portion  of our cash flow during the first few years          
will be from interest income.  Because we expect the rate of          
interest we earn  will  be  less  than  the  rental rates we          
receive,distributions in the first years of  operations will          
likely  be  less  than  distributions  in  later  years   of          
operations.                                                           

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WE MAY NOT BE ABLE TO DIVERSIFY OUR INVESTMENTS AND THE LACK          
OF  DIVERSIFICATION COULD INCREASE THE RISK THAT WE WILL NOT          
ACCOMPLISH ALL OF OUR INVESTMENT OBJECTIVES.                          

If  we  raise  only  $1,500,000, we may  purchase  only  one          
property  and  the  proportion  of  our  capital  spent   on          
organizational and offering costs will be higher.  While  we          
intend  to  diversify  our  investments,  we  are  under  no          
obligation to do so and may invest in a single property.  If          
we   have  only  one  property,  or  a  limited  number   of          
properties, our operations will be subject to the  increased          
risks  of  factors affecting those properties.  PENNSYLVANIA          
INVESTORS:  Because the minimum is less than $2,400,000, you          
are   cautioned  to  carefully  evaluate  our   ability   to          
accomplish  our  objectives and to  ask  about  the  current          
amount of subscriptions before you invest.                            

WE  MAY  BE  FORCED  TO  DISSOLVE IF BOTH  MANAGERS  DIE  OR          
WITHDRAW.                                                             

If   both  our managers die, are removed, withdraw,  or  are          
declared  bankrupt, AEI Fund 24 may be required to  dissolve          
early.  If  we  are forced to dissolve early,  we  might  be          
required  to sell our properties at disadvantageous  prices.          
We  will  not carry insurance on the life of Robert Johnson,          
the special managing member and president of our manager.             

WE  ARE  CURRENTLY  DEPENDENT ON THE KEY  PERSONNEL  OF  OUR          
MANAGERS  AND  THE LOSS OF THEIR SERVICES, AND  PARTICULARLY          
THE  SERVICES OF ROBERT P. JOHNSON, AND MARK E. LARSON WOULD          
HAVE A DETRIMENTAL AFFECT ON AEI FUND 24.                             

Our success depends to a significant extent on the continued          
service   of  the  officers  of  our  managers   and   their          
affiliates.   The  departure of those officers, particularly          
of  Robert P. Johnson,  our  special   managing  member  and          
the  CEO and President  of our  managing  member, or Mark E.          
Larson  the  Chief Financial Officer of our Managing Member,          
could  materially adversely affect our operations.    We  do          
not  maintain,  and  our managers do not  maintain  for  our          
benefit, employment agreements with or key man insurance  on          
Mr. Johnson or Mr. Larson.                                            

WE  ARE  REQUIRED TO INDEMNIFY OUR MANAGERS FOR  THEIR  GOOD          
FAITH  ACTIONS AND THE INDEMNIFICATION OBLIGATION MAY  CAUSE          
ANY LIABILITY THEY INCUR TO BE PAID BY AEI FUND 24.                   

Under  our operating agreement, our managers are not  liable          
to  us  for any act or omission that they take in good faith          
and  that  they believe is in the best interest of AEI  Fund          
24,  except  for  acts of negligence or  misconduct.   Under          
certain  circumstances  our managers  will  be  entitled  to          
indemnification from us for losses they incur  in  defending          
actions arising out of their position as our managers.                

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REAL ESTATE INVESTMENT RISKS                                                    

WE  MIGHT  NOT  BE  SUCCESSFUL IN ACHIEVING  OUR  INVESTMENT          
OBJECTIVES IF THERE ARE SIGNIFICANT CHANGES IN THE  ECONOMIC          
AND REGULATORY ENVIRONMENT AFFECTING REAL ESTATE.                     

[8]             

Our investments in commercial properties will be subject  to          
risks  related to national economic conditions,  changes  in          
the  investment  climate for real estate, changes  in  local          
market  conditions, changes in interest  rates,  changes  in          
real   estate  tax  rates,  governmental  rules  and  fiscal          
policies,  and  other  factors beyond  the  control  of  our          
managers.  Changes in these economic and regulatory  factors          
could  cause the value of the properties we hold to decline,          
cause  some  of  our  tenants  to  default  on  their  lease          
obligations,  reduce  the tax benefits  we  provide  to  our          
investors,  or  otherwise render some  of  the  ways  we  do          
business unattractive.                                                

WE FACE COMPETITION FOR PURCHASE AND FINANCING OF PROPERTIES          
FROM  ENTITIES  WITH  SUBSTANTIALLY MORE  CAPITAL  AT  THEIR          
DISPOSAL, SUCH AS REAL ESTATE INVESTMENT TRUSTS, AS WELL  AS          
FROM  TRADITIONAL FINANCING SOURCES, THAT MAY  CAUSE  US  TO          
HAVE  DIFFICULTY FINDING PROPERTIES THAT GENERATE  FAVORABLE          
RETURNS.                                                              

The  rental  rates  that  we are  able  to  receive  on  the          
properties we purchase depend substantially on the  presence          
of  competition  from  other property purchasers  and  to  a          
certain  extent on the availability of financing at  similar          
rates  that  allow  a  tenant  to  own  the  property.   The          
availability of these alternative purchasers or  sources  of          
financing at lower rates has periodically caused competition          
with  affiliated  programs  for  attractive  properties  and          
caused  reduction in market rental rates, both of which  may          
adversely effect the performance of a real estate program.            

IF  WE HAVE DIFFICULTY FINDING ATTRACTIVE PROPERTIES AND  WE          
ARE DELAYED IN INVESTING THE PROCEEDS FROM THIS OFFERING, IT          
IS LIKELY THAT THE RETURNS TO OUR INVESTORS WILL BE REDUCED.          

The  proceeds  from this offering that we  invest  at  money          
market  rates  will  generally  produce  less  income   than          
proceeds invested in properties.  Accordingly, to the extent          
we  are  delayed in investing those proceeds in  properties,          
the overall return to AEI Fund 24 may be reduced.                     

DEFAULTS BY TENANTS MAY INTERRUPT CASH FLOW OR CAUSE A                
DECLINE IN A PROPERTY'S VALUE.                                        

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If a tenant defaults on its lease, we cannot assure you that          
we will be able to find a new tenant for the vacant property          
who will pay the same rental rate or that we will be able to          
sell  the  property  without  incurring  a loss. If a tenant          
files  for  bankruptcy,  we might not  be  able  to  quickly          
recover the property from the bankruptcy trustee. Because we          
probably could not  obtain  a new tenant while a property is          
held by a trustee, the property might not generate rent that          
covers our expenses associated with the property during this          
period.                                                               

SOME PROPERTIES MAY BE SUITABLE FOR ONLY ONE USE AND MAY BE           
COSTLY TO REFURBISH IF A LEASE IS TERMINATED.                         

Most of the  properties  we  buy  will  be  designed  for  a          
particular tenant. If we  own  a  property  when  the  lease          
terminates and the tenant  does  not renew, or if the tenant          
defaults on its lease, the  property might not be marketable          
without substantial capital improvements. Improvements could          
require the  use of cash that would otherwise be distributed          
to you  as  an investor.  Attempting  to  sell  the property          
without improvements would also likely  result  in  a  lower          
sales price.                                                          

WE COULD LOSE MONEY ON CONSTRUCTION LOANS IF A TENANT                 
DEFAULTS OR FOR OTHER REASONS.                                        

We intend to advance some funds to  some  tenants  prior to           
acquisition  of   a   property   to   assist  in  financing           
construction. This  type  of  "construction lending" can be           
risky  because  cost  overruns, nonperforming  contractors,           
changes in construction codes and changes in cost can occur           
during  construction  that  can  cause   default   on   the           
construction loan.  If  a  defaults  occurs,  we  might  be           
required to foreclose  on the mortgage.  During a period of           
redemption  after  foreclosure we would not be able to sell           
the property  and  the  property  would  likely not produce           
income.  If we acquire the property through foreclosure, we           
might not be able to resell the property at a  price  equal           
to the principal amount of the  loan.  If  the  property is           

[9]             

only partially complete  at  the  time we foreclose, we may           
also  need to pay for its completion  to enhance its sale.            

WE  CAN  REINVEST PROCEEDS FROM SALES OF PROPERTIES  IN  NEW          
PROPERTIES WITHOUT YOUR APPROVAL.                                     

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We may, from time to time, sell  properties and reinvest the          
proceeds  in  new   net   leased    properties  rather  than          
distributing  all  the proceeds  to you. We intend, however,          
to distribute  to  investors  any net cash gain representing          
the difference between the sale price and the purchase price          
of properties.  You will not have  the right to receive cash          
when we sell properties and must rely  on the ability of our          
managers to find replacement properties in which to reinvest          
the proceeds. Upon the final sale of all  our properties, if          
we provide financing to purchasers, our  liquidation and the          
distribution of cash  to  you  could  be  delayed until such          
financing is fully collected.                                         

THE  INSURANCE WE PURCHASE FOR OUR PROPERTIES MIGHT  NOT  BE          
ADEQUATE TO COVER LOSSES WE INCUR.                                    

Our managers  will  arrange  for   comprehensive   insurance          
coverage on our properties.  Some catastrophic losses may be          
either   uninsurable  or not economically insurable.   If  a          
disaster  occurs, we could suffer a complete loss of capital          
invested  in,  and  any  profits expected from, the affected          
properties.  If uninsured damages to a property occur and we          
do not  have  adequate cash to fund repairs, we would likely          
be forced to sell the  property  at  a  loss  or  to  borrow          
capital to fund the repairs and would mortgage the  property          
to secure the borrowing.                                              

CONFLICT OF INTEREST RISKS                                                      

We  will  not have any employees and will be dependent  upon  AEI               
Fund  Management, Inc. for most of the services required for  our               
operations.  Robert P. Johnson, our special managing  member,  is               
also  the  President, CEO, sole director and sole shareholder  of               
our  managing member, the President, CEO sole director  and  sole               
shareholder of AEI Fund Management, Inc., and the President, CEO,               
sole  director and sole shareholder of AEI Securities, Inc.   Our               
investors will not have any interest in any of these entities and               
will  not  be  in  a position to control their  activities.   The               
interlocking  interests of our managers and  affiliated  entities               
create a number of conflicts of interest that are described below               
under   the  caption  "Conflicts  of  Interest,"  including   the               
following.                                                                      

OUR  MANAGERS  AND  THE  SERVICE ENTITIES  WITH  WHICH  THEY          
CONTRACT  WILL  PROVIDE  SIMILAR SERVICES  TO  A  NUMBER  OF          
AFFILIATED PROGRAMS THAT MAY IMPAIR THEIR ABILITY TO PROVIDE          
SERVICES TO US.                                                       

AEI Fund Management provides services to 13 similar publicly          
syndicated and two privately syndicated affiliated programs,          
many  of  which have been operating for a number  of  years.          
These  other  programs  acquire,  operate  and  dispose   of          
commercial properties.  The time devoted by our managers and          
AEI  Fund  Management  on  the  activities  of  these  other          
entities may conflict with the time required to operate  AEI          
Fund 24.  Our  Operating  Agreement  does  not  require  our          
managers to  devote  a  minimum  amount  of  time to provide          
services to AEI Fund 24.                                              

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WE  MAY  BE IN COMPETITION WITH OTHER AFFILIATED REAL ESTATE          
PROGRAMS FOR THE PURCHASE OR SALE OF PROPERTIES.                      

AEI  Fund  24  may  have cash available  for  investment  in          
properties  at the same time as another affiliated  program.          
Most of these affiliated programs have investment objectives          
that are similar  or identical to the objectives of AEI Fund          
24.   Because   our   managers   and  affiliates  will  make          
property purchase  decisions  for  multiple programs,  there          
may  be  conflicts  of  interest  as to which program should          
acquire  a property. Although the managers have a  fiduciary          
duty to act in the best interest of AEI Fund  24, they  have          
a similar obligation with respect to the affiliated programs.         
Therefore, we cannot assure you that AEI Fund 24 will always          
be  in   the  position  of  purchasing  the  most  favorable          
properties that are made available to our managers.                   

[10]            

IF  WE  PURCHASE PROPERTIES JOINTLY WITH ANOTHER  AFFILIATED          
PROGRAM,  CONFLICTS  MAY  ARISE IN DECISIONS  REGARDING  THE          
OPERATION OR SALE OF THE PROPERTY.                                    

If  we  purchase a property jointly with another  affiliated          
program, it is likely that all of the decisions relating  to          
the  property will affect both programs.  Nevertheless, some          
operating  decisions, such as the term of  leases  affecting          
the  property  or the timing of the sale of a property,  may          
affect one fund differently than another.  Our managers will          
be   subject  to  conflicts  of  interest  in  making  these          
decisions.                                                            

OUR MANAGERS OR THEIR AFFILIATES MAY PURCHASE UNITS FROM  US          
OR FROM OTHER INVESTORS AND THEIR PURCHASES MAY BE AT PRICES          
THAT  ARE  LESS  THAN  THE ASSET VALUE ATTRIBUTABLE  TO  THE          
UNITS.                                                                

There  are no restrictions, other than tax restrictions,  on          
the  ability of our managers or their affiliates to purchase          
units.   Although there will be no trading  market  for  the          
units,  the managers may be in a position to purchase  units          
from other investors at prices that are below the prices  we          
are  selling them in this offering and below our asset value          
per unit.                                                             

AEI   SECURITIES,  INC.,  THE  DEALER  MANAGER   THAT   WILL          
COORDINATE  THE  SALE OF THE UNITS AND  PERFORM  THE  DEALER          
MANAGER'S "DUE DILIGENCE" INVESTIGATION, IS AN AFFILIATE  OF          
OUR MANAGERS.                                                         

The  dealer manager of an offering of securities such as our          
units   is   obligated   to  perform   a   "due   diligence"          
investigation to confirm the accuracy of the statements made          
in  offering  documents.  In the case of AEI  Fund  24,  the          
dealer manager is an affiliated entity.                               

WE  WILL  MAKE  PAYMENTS TO OUR MANAGERS FOR THEIR  SERVICES          
WHETHER OR NOT WE ARE PROFITABLE.                                     

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The operating agreement that governs our operations requires          
us  to  make payments to our managers for the services  they          
provide  whether  or  not we are profitable.   Although  the          
managers are required to act in a manner that is in our best          
interests,  these payments may create conflicts in  how  the          
managers deal with us.                                                

WE  ARE  NOT PROVIDING YOU WITH SEPARATE LEGAL OR ACCOUNTING          
REPRESENTATION.                                                       

AEI  Fund  24,  our  investors  and  our  managers  are  not          
represented  by separate counsel. Although our  counsel  has          
given  the tax opinion referenced in the Tax Matters section          
of  this  prospectus,  and an opinion that  there  is  legal          
authority  to  issue the units, our counsel and  accountants          
have  not  been  retained, and will  not  be  available,  to          
provide  other  legal  counsel or tax advice  to  individual          
investors.                                                            

FEDERAL INCOME TAX RISKS                                                        

OUR OPERATIONS COULD AFFECT THE PROPRIETY OF ALLOCATIONS AND          
CAUSE ADDITIONAL TAX AND PENALTIES.                                   

Each investor will be entitled to deduct his or her share of          
any  tax  losses  and will report his or her  share  of  any          
income and gain on the investor's tax return. Whether  these          
allocations will be honored by the IRS depends on  a  number          
of  facts related  to our future operations and particularly          
whether our  investors, as limited members of AEI  fund  24,          
will  have  positive  balances  in  their  capital  accounts          
throughout the life of AEI Fund 24. Our counsel has rendered          
a qualified opinion that, as long  as  positive balances are          
maintained, it is more likely than not  that the allocations          
will be honored.  If these allocations were  not  honored by          
the IRS, a change in the tax treatment of income, gain, loss          
and deduction from AEI Fund 24  could  occur  and, on audit,          
each investor could be forced  to pay taxes or penalties, or          
both.                                                                 

THE  TIMING OF TAX DEDUCTIONS COULD BE CHALLENGED  BASED  ON          
THE  ALLOCATION  OF "BASIS" AMONG PROPERTIES  AND  INVESTORS          
COULD BE SUBJECTED TO INCREASED TAX.                                  

The  allocations  by our managers of the purchase  price  of          
properties  among  buildings,  personal  property,  and  the          
underlying land will affect the amount of deductions we  may          
take  because some of these items are depreciable  and  some          

[11]            

are  not.  Because properties have not been  purchased,  our          
counsel   has  not  rendered  an  opinion  on  whether   the          
allocation  of  purchase price, the rate of depreciation  or          
the  timing of deductions is proper. If the IRS successfully          
challenged these allocations, investors could lose a portion          
of the deductions and be subject to increased taxable income          
in the early years of operations.                                     

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THE  RESALE OF PROPERTIES COULD CAUSE GAINS TO BE  TAXED  AS          
ORDINARY INCOME.                                                      

If   we were characterized as a "dealer" in real estate when          
properties  are  sold, then gain or loss on  sales  will  be          
considered ordinary income or loss. Because our character as          
a  dealer  in real estate is dependent on future events  and          
the  timing of property purchases and sales, our counsel has          
not  rendered  an  opinion on this issue.  Because  ordinary          
income is, in most cases, taxed at higher rates than capital          
gain, if we were characterized as a dealer the taxes you are          
required  to  pay on the income, if any, we  generate  could          
increase.                                                             

THE  STRUCTURE OF THE PURCHASE AND LEASE TRANSACTIONS OF AEI          
FUND  24  COULD  CAUSE LOSS OF SOME DEPRECIATION  AND  OTHER          
DEDUCTIONS.                                                           

Sale  leaseback transactions in which the landlord  provides          
certain  options to the seller/lessee, such  as  a  purchase          
option at a fixed price, could cause the IRS to conclude the          
transaction is not a true lease. If this were to  occur,  we          
would  not  be  able  to  use  some  of  the  deductions  we          
anticipate  and  more  taxable income  would  be  recognized          
during operation of a property.                                       

INCORRECT    ALLOCATION   OF   EXPENSES   AMONG    START-UP,          
ORGANIZATION  AND  SYNDICATION  COULD  CAUSE  MORE   TAXABLE          
INCOME.                                                               

Our  managers will allocate expenses during our early stages          
of  operation  to  start-up, organization,  syndication  and          
acquisition  expenses  for  purposes  of  the  deduction  or          
capitalization of such expenses. These allocations cannot be          
made  until  the  expenses are incurred and, therefore,  our          
counsel  has not rendered an opinion as to their  propriety.          
If the IRS determined that the allocations were improper, we          
could lose some deductions and our investors would recognize          
more  income  during the early stages of  the  operation  of          
properties.                                                           

WHO MAY INVEST                

To  purchase  units you must represent in the  subscription         
agreement  attached  as  Exhibit D that you  have  received  this               
prospectus and that you have either:                                            

A  net  worth  (exclusive  of homes,  home  furnishings  and          
automobiles) of at least $45,000 and an annual gross  income          
of at least $45,000; or                                               

Irrespective of annual gross income, a net worth of at least          
$150,000 determined with the same exclusions.                         

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If  you  are  purchasing through  a  trust,  IRA  or  other         
fiduciary   account,  these  standards  must  be   met   by   the               
beneficiary, the trust or other fiduciary account itself,  or  by               
the  trust donor or grantor if they are a fiduciary and  directly               
or indirectly supply the funds for the purchase.                                

You  will be required to purchase a minimum of two and  one-          
half  units ($2,500) unless you are investing through an  IRA  or               
other  tax-qualified plan. The minimum investment  for  IRAs  and               
other  tax-qualified plans is two units ($2,000),  provided  that               
the  person  who  established  the  account  or  plan  meets  the               
standards for an individual investor. An investment in  AEI  Fund               
24  will  not create an IRA or other tax-qualified plan  for  any               
investor.                                                                       
[12]            

Because  of the lack of a public market and the restrictions          
on  resale  of  the  units,  and the tax  characteristics  of  an               
investment in the units, you should not purchase units unless you               
do not need liquidity, are willing to make a long-term investment               
and  have  income that allows you to take advantage  of  the  tax               
characteristics   of   AEI  Fund  24.   Investment   firms   that               
participate  in  the  distribution of this offering  and  solicit               
orders for units are required to make every reasonable effort  to               
determine that the purchase is appropriate for each investor.  In               
addition to net worth and income standards, the investment  firms               
are required to determine:                                                      

whether you can reasonably benefit from an investment in the          
units based on your investment objectives,                            

your ability to bear the risk of the investment, and                  

your understanding of the risks of the investment.                    

[13]                

They must also determine whether you understand:                                

the lack of liquidity of the units,                                   

the restrictions on transferability of the units,                     

the background and qualifications of our managers, and                

the tax consequences of the investment.                               

Potential investors who are residents of Iowa, Maine, Missouri        
or North Carolina should read Exhibit C for suitability requirements            
particular to their state.                                                      

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In addition to other considerations, trustees and custodians          
of   tax-qualified  plans  should  consider  the  diversification               
requirements of ERISA in light of the nature of an investment in,               
and  the  compensation  structure  of,  the  investment  and  the               
potential  lack  of  liquidity of the units. The  prudence  of  a               
particular  investment  must  be determined  by  the  responsible               
fiduciary taking into account all the facts and circumstances  of               
the tax-qualified retirement plan and the investment.                           

CAPITALIZATION                

The  capitalization  of  AEI  Fund 24 at December 31 , 2000,          
and after the issuance and sale of the minimum of 1,500 units  is               
as follows:                                                                     

                                   After Sale of
Title of Class                                      1,500 Units                 

Managers' Capital            $   1,000              $     1,000                 
Investors' Capital                                    1,500,000                 
Less Offering Expenses                                 (225,000)                
              ---------              -----------
Total Captial                $   1,000              $ 1,275,000                 

ESTIMATED USE OF PROCEEDS               

We  expect  to  have approximately $1,275,000 available  for          
investment in properties and reserves if $1,500,000 is raised and               
$43,650,000  if $50,000,000 is raised. The following table  shows               
how  we expect to use these proceeds.  The items listed below  as               

[13]            

"other offering expenses," which consist of expenses incurred  by               
our  managers  and  the  dealer managers  in  preparing  offering               
documents and coordinating the sale of the units, and acquisition               
expenses,  which consist primarily of payments to  third  parties               
for  professional  work and reimbursements to  our  managers  for               
their costs of investigating and completing purchases, cannot  be               
precisely  calculated and could vary materially from the  amounts               
shown.                                                                          

                         Minimum                 Maximum
                          (1,500 Units)           (50,000 Units)
                         Dollars        Percent     Dollars        Percent

Gross Offering Proceeds   $ 1,500,000      100.0%    $50,000,000      100.0%    

Less Offering Expenses:                                                         

Selling Commissions and                                                     
Nonaccountable Expenses   (150,000)       10.0%    (5,000,000)       10.0%

Other Offering Expenses     (75,000)        5.0%    (1,350,000)        2.70%
                         -----------   ----------   -----------   ----------

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Amount Available for Investment                                                 
 (net proceeds)         $ 1,275,000       85.0%    $43,650,000        87.30%

Acquisition Expenses          (45,000)        3.0%    (1,500,000)        3.0%   

Working Capital Reserve       (15,000)        1.0%      (500,000)        1.0%   
                         -----------   ----------   -----------   ----------

Cash Available for Purchase                                                     
of Properties           $ 1,215,000       81.0%    $41,650,000       83.30% 
                         ===========   ==========   ===========   ==========

The  amount available for investment in properties will not,          
in  any  event, be less than 80% of gross offering  proceeds.  We               
will  hold the proceeds of the offering in trust for the  benefit               
of the purchasers of units and use them only for the purposes set               
forth above.                                                                    

We will continue to offer and sell units for 12 months after          
the date of this prospectus. At the election of our managers,  we               
may offer units during a second 12 months. We will not commit  to               
invest more money in properties than we raise through the sale of               
units.  Accordingly,  our  managers believe  that  we  will  have               
adequate capital to fund our operation for the first 24 months of               
operation.                                                                      

INVESTMENT OBJECTIVES AND POLICIES                

PRINCIPAL INVESTMENT OBJECTIVES                                                 

AEI Fund 24 will acquire only commercial properties. Most of          
the  properties will be leased to a single-tenant under  a  "net"               
lease  that requires the tenant to pay operating expenses of  the               
property, such as taxes, maintenance and insurance.  We may  also               
sell  properties  from  time  to time  and  purchase  replacement               
properties when our managers believe conditions are favorable and               
that  we  can profit from this type of sale and reinvestment.  We               
may  commit to purchase properties when construction is completed               
either at agreed prices or subject to pricing formulas.                         

ACQUISITION OF PROPERTIES                                                       

We  will not purchase or lease any property from, or sell or          
lease any property to, our managers or their affiliates. We  may,               
however,  purchase property that our managers or their affiliates               
purchased  in their own name to help us acquire the property.  If               
we  do,  we  will  purchase the property  from  our  managers  or               
affiliate  at a price no greater than the price they  paid,  plus               
acquisition and holding expenses.   Although  we  do  not  intend               

[14]            

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to  acquire   any  unimproved  or undeveloped  properties, or  to               
participate in the development  of any properties, we may acquire               
raw land prior to the building  of improvements  and  may advance               
funds  or  make  loans  in  connection with  the  construction of               
properties which we intend to acquire.                                          

We  will obtain an independent appraisal of the fair  market          
value  of  each property we acquire. Nevertheless,  our  managers               
will  rely  on their own analysis, and not on the appraisals,  in               
determining whether to acquire a particular property.  Copies  of               
appraisals  will  be retained at our offices for  at  least  five               
years and will be available for inspection and duplication by any               
investor.  Prior  to the acquisition of a property,  we  will  be               
provided with evidence satisfactory to our managers that we  will               
acquire  marketable title to the property, subject only to  liens               
and  encumbrances  such  as  liens for tax  assessments,  utility               
easements,   and   other  encumbrances  typical   in   commercial               
transactions.  Such  evidence  may  include  a  policy  of  title               
insurance,  an  opinion of counsel or such other evidence  as  is               
customary in the locality in which the property is situated.                    

TEMPORARILY INVESTED FUNDS                                                      

After   release  from  escrow,  and  before  investment   in          
properties,  we  will  invest all funds in short-term  government               
securities or in deposits with a financial institution  and  will               
earn interest at short-term deposit rates. Although we may retain               
some   funds  to  pay  operating  expenses  and  working  capital               
reserves,  we  will distribute to the investors as  a  return  of               
capital  any of the net proceeds of this offering that  have  not               
been invested or committed for investment in real property within               
24  months after the date of this prospectus or six months  after               
termination  of the offering of units.  These distributions  will               
be  without interest but together with a proportionate amount  of               
any  commissions or other organization and offering expenses. All               
funds  will  be available for our general use during this  period               
and may  be  expended in operating any properties that have  been               
acquired.                                                                       

For  purposes of the foregoing, we will consider capital  as          
being committed to properties, and will not return capital to the               
investors,  if  written contractual agreements have  been  signed               
prior  to  the period described above, regardless of whether  the               
property  is ultimately purchased. To the extent that funds  have               
been  reserved to make contingent payments in connection  with  a               
property  under a written contractual agreement, or  because  our               
managers  determine  that additional reserves  are  necessary  in               
connection with a property, regardless of whether such payment is               
ultimately made, funds will not be returned to investors.                       

SALE OF PROPERTIES                                                              

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At the discretion of our managers, we will either distribute          
all  or a portion of the net proceeds from sale of properties  to               
investors  or reinvest net proceeds in properties that  meet  our               
acquisition criteria. We will not reinvest net proceeds from  the               
sale of a property unless enough cash is distributed to investors               
to  pay  income taxes resulting from the sale, assuming they  are               
taxed  at  a  rate of seven percent above the individual  capital               
gains rate.                                                                     

We  may  sell  co-tenancy or other fractional  interests  in          
properties,  rather  than  selling  our  entire  interest  in   a               
property.  Our  managers believe that sales of smaller  interests               
through  exchanges designed to comply with Section  1031  of  the               
Internal Revenue Code can result in greater overall profits  than               
listing and selling the property through a real estate broker. In               
those  instances in which we do not sell all of  a  property,  we               
will  retain,  either alone or with another program sponsored  by               
affiliates of our managers, the authority to manage the property.               

Although we intend to sell our properties for cash, purchase          
money  obligations secured by mortgages may be taken  as  partial               
payment.  The terms of payment may be affected by custom  in  the               
area  in which the property is located and by prevailing economic               
conditions.  To  the extent we receive notes and  property  other               
than  cash, that portion of the proceeds will not be included  in               
net proceeds from sale until and to the extent the notes or other               
property  are  actually collected, sold, refinanced or  otherwise               
liquidated. Therefore, the distribution to investors of the  cash               
proceeds  of  a  sale  may be delayed until the  notes  or  other               
property are collected at maturity, sold, refinanced or otherwise               
converted to cash.                                                              

[15]            

We  may  receive payments in the year of sale in  an  amount          
less  than the full sales price, and subsequent payments  may  be               
spread  over  several years. The entire balance of the  principal               
may  be a balloon payment due at maturity. For federal income tax               
purposes, unless we elect otherwise, we will report the  gain  on               
such  sale  proportionately  under  the  installment  method   of               
accounting as principal payments are received.                                  

BORROWING & LENDING POLICIES                                                    

We will acquire all properties for cash: we will not use any          
debt  financing to acquire properties or refinance properties  to               
generate funds to acquire other properties.  Our managers do  not               
expect  that  we  will incur any indebtedness,  although  we  may               
borrow  to  finance the refurbishing of a property or  for  other               
operating  cash needs.  The programs sponsored by  affiliates  of               
our  managers  have  never  borrowed for  such  purposes  and  we               
therefore  believe  it is unlikely that such borrowings  will  be               
incurred.                                                                       

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We will not obtain permanent financing from the managers or         
their  affiliates.  Recourse for any indebtedness will be limited               
to the particular property to which the indebtedness relates.  To               
the  extent  recourse is limited to a particular property,  under               
most   circumstances   such  indebtedness  would   increase   the               
investors'  tax basis in the units. We will not issue any  senior               
securities and will not invest in junior mortgages, junior  deeds               
of trust or similar obligations. To the extent that any financing               
is  not fully amortizing, and it exceeds 25% of the original cost               
of  properties, its maturity (its due date) will not  be  earlier               
than  ten  years  after the date of purchase  of  the  underlying               
property or two years after the anticipated holding period of the               
property (provided such holding period is at least seven years).                

AEI Fund 24 will not underwrite securities of other issuers,        
will not offer its securities in exchange for property and, except              
with respect  to  the  joint venture investments described below,               
will not invest in the securities of other issuers for purposes of              
acquiring control.  We  may,  however, make loans to the owners of              
properties we intend to acquire  to assist with  the  construction              
of the properties. If we make construction loans, the loan will be              
secured by the land or both the land  and  the  improvements under              
construction.  Construction  loans will not exceed 30% of offering              
proceeds.  We will  not  make  any  loans to our managers or their              
affiliates.                                                                     

JOINT VENTURE INVESTMENTS                                                       

We  may  purchase  property  jointly  with  another  program          
sponsored by our managers or their affiliates. We will make these               
joint   ventured  investments  only  with  a  program  that   has               
investment  objectives  and  management  compensation  provisions               
substantially  the same as those of AEI Fund 24. Our  ability  to               
enter into a joint venture may be important if we wish to acquire               
an  interest  in  a specific property but do not have  sufficient               
funds  (or, at the time we enter into a commitment to  acquire  a               
specified  property,  cannot  determine  whether  we  will   have               
sufficient funds) to acquire the entire property.                               

In  any  joint  venture with another fund sponsored  by  our          
managers  or their affiliates, the following conditions  must  be               
satisfied:                                                                      

The joint venture must have comparable investment objectives          
and  the investment by each party to the joint venture  must          
be on substantially the same terms and conditions;                    

We  will  not  pay more than once for the same services  and          
will not act indirectly through any such joint venture if we          
would be prohibited from doing so directly;                           

The  compensation of the managers and such affiliates in the          
other   fund  must  be  substantially  the  same  as   their          
compensation in AEI Fund 24; and                                      

We  must have a right of first refusal to purchase the other          
party's  interest  if the other party to the  joint  venture          
wishes to sell a property.                                            

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[16]            

There  is  a  potential  risk of impasse  on  joint  venture          
decisions and a risk that, even though we will have the right  of               
first refusal to purchase the other party's interest in the joint               
venture, AEI Fund 24 may not have the resources to exercise  such               
right.                                                                          

DISTRIBUTIONS                                                                   

We   intend   to  make  distributions   to  investors  on  a          
quarterly basis, commencing with the first quarterly period after               
proceeds  are  released  from  escrow. The distribution rate will               
vary based on  the  availability  of the cash flow from oerations               
or proceeds of sale. Durng the first few years of our operations,               
cash  flow  will be derived from both the  interest  we  earn  on               
offering   proceeds,  and  rent, as the proceedes are invested in               
properties.  Because we  expect  that  the  interest rate we earn               
will be less than the rental rate, we  expect  that distributions               
will be lower during the first few years of operations.                         

Distributions to investors who elect  to  participate  in  a          
distribution reinvestment plan will be applied to the purchase of               
additional units.  You should read the section of this prospectus               
entitled  "Cash  Distributions  and  Tax  Allocations" for a more               
detailed description of how our cash  is  allocated  between  the               
interest of our  managers  and   the  interests of our investors.               

RESERVES FOR OPERATING EXPENSES                                                 

Our  managers expect that about 1% of the offering  proceeds          
will  initially  be reserved to meet costs and expenses.  To  the               
extent  that  such  reserves and any income are  insufficient  to               
defray  our  costs and other obligations, it may be necessary  to               
sell  properties,  possibly  on  unfavorable  terms.  During  the               
holding  period of a property, we may increase reserves  to  meet               
anticipated  costs and expenses or other economic  contingencies.               
If  our  managers determine that reserves are not  necessary  for               
operations, the excess may be distributed to investors.                         

MANAGEMENT OF PROPERTIES                                                        

Our  managers or their affiliates will manage each property,          
and  enforce  the lease obligations of the tenants. The  managers               
will:                                                                           

negotiate disputes with tenants;                                      

relet and remodel properties;                                         

receive and deposit monthly lease payments;                           

periodically  verify  payment  of  real  estate  taxes   and          
insurance coverage; and                                               

periodically  inspect properties and tenant  sales  records,          
where applicable.                                                     

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Because our properties will be net leased, the tenants  will          
be  responsible  for  most of the day-to-day on-site  management,               
taxes, insurance and maintenance expenses of the properties.                    

CHANGES IN INVESTMENT OBJECTIVES AND POLICIES                                   

[17]            

We  will  not  make any material changes in  the  investment          
objectives  and policies described above without first  obtaining               
the  written  consent  or  approval of investors  owning  in  the               
aggregate  more  than 50% of outstanding units,  excluding  units               
held by the managers and their affiliates.                                      

THE PROPERTIES                

We  had not acquired any properties when this prospectus was          
printed.  Our managers are continually evaluating properties  for               
acquisition  and  engaging in negotiations with sellers,  tenants               
and  developers  regarding the potential purchase of  properties.               
Depending  upon  the  amount  of  proceeds  available  from  this               
offering, our managers intend to diversify the type and  location               
of  properties we acquire. We have not placed any limitations  on               
the  amount or percentage of assets that may be invested  in  any               
one  property.  Although we currently intend to purchase  two  or               
more  properties with the net proceeds of this offering,  we  may               
purchase  only  a single property if, in our manager's  judgment,               
that would be in the best interest of AEI Fund 24.                              

Our leases will provide that risks such as fitness for  use         
or   purpose,  design  or  condition,  quality  of  material   or               
workmanship,   latent   or   patent  defects,   compliance   with               
specifications, location, use, condition, quality, description or               
durability  will  be  borne by the lessee.  As  is  customary  in               
commercial property transactions, most of our leases will provide               
for  early  termination upon the occurrence  of  events  such  as               
casualty  loss or substantial condemnation. Some of  our  leases,               
particularly  those  for properties used in the  sale  of  retail               
goods  or services, will require that, as the landlord,  we  will               
bear  the  costs of maintaining the structural integrity  of  the               
building, including the roof and foundation.                                    

ACQUISITION CANDIDATES                                                          

Many  of  our properties will be leased to tenants  in  the         
chain  or  franchise restaurant industry, although  there  is  no               
prohibition on the acquisition of properties in other industries.               
Past  programs that were sponsored by affiliates of our  managers               
have  invested approximately 73% of their proceeds in  restaurant               
properties and we anticipate that at least this proportion  would               
be  invested in restaurant properties by AEI Fund 24, although we               
could  invest more or less than this amount. Currently, we expect               
that  we may also acquire a limited number of properties  in  the               
childcare  or  single  tenant retail  industries.   Our  managers               
intend  to monitor industry trends and invest in properties  that               
serve to provide the most favorable return balanced with risk.                  

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The  restaurant industry is a large and growing  segment  of          
the  economy.  Annual  sales  of the top  100  restaurant  chains               
exceeded  $130  billion in 1999. With a steady  increase  in  the               
number  of  two-income  families and a rapidly  expanding  senior               
citizen population, demographic trends are particularly favorable               
for the casual dining segment of the restaurant industry. Because               
this  industry is highly property-dependent, our managers believe               
it   offers   some   of   the  best  sale  leaseback   investment               
opportunities. Our managers believe that this industry includes a               
number  of  companies  and  franchisees  with  established  track               
records  that  are attractive.  Prior programs sponsored  by  our               
managers  or their affiliates have invested in properties  leased               
to entities, or franchisees of entities, such as the following:                 

Applebees       Champps         Arby's    Marie Calender's            
TGI Fridays    Taco Cabana      Perkins        Denny's                  

ACQUISITION CRITERIA                                                            

In   determining  whether  a  property  may  be  a  suitable          
acquisition,  our  managers will consider the following  factors,               
among others:                                                                   

The  creditworthiness of the lessee and the lease guarantor,          
if any, and their ability to meet the lease obligations;              

[18]            

The  terms  of  the  proposed lease and  guaranty,  if  any,          
including any provisions relating to rent increases and  the          
passing on of operating expenses to tenants;                          

The  location, condition, use and design of the property and          
its suitability for a long-term net lease;                            

The  demographics of the community in which  a  property  is          
located;                                                              

The  prospects  for long-term appreciation of the  property;          
and                                                                   

The prospects for long-range liquidity of the investment.             

All property acquisition decisions made by our managers will          
involve    balancing    these   factors   with    the    economic               
characteristics, including rental return and purchase  price,  of               
each property to provide, in their judgment, the likelihood of  a               
favorable  return while minimizing risk of loss.  In  make  those               
decisions,  our  managers may give more weight  to  some  of  the               
forgoing  factors than others, and the weight attributed  to  any               
one  factor may not be consistent among all properties  acquired.               
Our  success in achieving our investment objectives  will,  to  a               
substantial  extent, be dependent upon the considerable  judgment               
exercised by our managers in making these decisions.                            

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PROPERTY UPDATES                                                                

During  the  offering  period,  if  there  is  a  reasonable          
probability that a property will be acquired, we will  supplement               
this  prospectus  to  disclose important  information  about  the               
property.  Based upon the experience and acquisition  methods  of               
our  managers,  this will normally occur when a  legally  binding               
purchase agreement is signed for a property, but may occur sooner               
or later depending upon the circumstances involved.                             

Supplements to this prospectus will describe the property to          
be  acquired,  the  proposed  terms of  purchase,  the  financial               
results  of  any  prior  operations of the  property,  and  other               
information  considered appropriate for an understanding  of  the               
transaction.  Upon  termination  of  this  offering,  no  further               
supplements to this prospectus will be distributed, but  we  will               
continue to provide investors with acquisition reports containing               
substantially  the  same  information  regarding  the  properties               
acquired. You should understand that you should not rely  on  the               
initial  disclosure of a proposed acquisition  as  our  assurance               
that  we  will ultimately consummate the acquisition or that  the               
information  provided concerning an acquisition will  not  change               
between  the  date  of  this prospectus (or supplement)  and  the               
actual purchase date.                                                           

MANAGERS                

FIDUCIARY RESPONSIBILITY                                                        

Our  managers are accountable to us as fiduciaries and  must          
exercise  good  faith in handling our affairs. Our managers  have               
fiduciary responsibility for the safekeeping and use of  all  our               
capital and assets, whether or not in the managers' possession or               
control.  Our managers are prohibited from employing, or allowing               
any  other  person or entity to employ, our capital or assets  in               
any manner except for the exclusive benefit of our investors.                   

The managers will not be liable us or our investors for acts          
or  omissions which may occur in the exercise of their  judgment,               
as  long as their actions were made in the good faith belief that               
the  actions  were in the interest of AEI Fund  24  and  not  the               
result  of  negligence  or  misconduct.  We  will  indemnify  the               
managers  for  any  claim  or  liability  arising  out  of  their               
activities  on  behalf  of  AEI Fund  24,  unless  the  claim  or               
liability was the result of negligence or misconduct.                           

In the opinion of the SEC, and the securities administrators          
of  most  states, indemnification for liabilities  arising  under               
securities   laws   is  against  public  policy   and   therefore               
unenforceable.  If  a claim for indemnification  for  liabilities               
under  securities laws is asserted by our managers in  connection               
with  registration of the units, we will submit  to  a  court  of               
appropriate  jurisdiction,  after apprising  such  court  of  the               
position  of  the  SEC  and state securities administrators,  the               
question  of  whether  indemnification by it  is  against  public               
policy  and  will be governed by the final adjudication  of  such               
issue.                                                                          

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MANAGEMENT                                                                      

Our  managers will have the sole and exclusive right,  power          
and  responsibility to manage our business. Among  other  powers,               
and subject to the restriction that financing not be obtained  to               
acquire  properties, our managers will have authority  to  borrow               
funds  to  meet  our  operating cash needs and  to  secure  those               
borrowings with our properties. Our managers will make all of the               
investment decisions, including:                                                

decisions relating to the properties to be acquired,                  

the method and timing of any refinancing of such properties,          

the selection of tenants,                                             

the terms of leases on such properties, and                           

the method and timing of the sale of our interest in                  
properties.                                                           

Our  managers  will coordinate and manage all of our  activities,               
maintain   our  records  and  accounts,  and  arrange   for   the               
preparation  and filing of all our tax returns.  Certain  of  the               
administrative  and management functions to be performed  by  our               
managers may be delegated to their affiliates, provided that  any               
compensation to affiliates of our managers is at cost.  For these               
purposes,  cost  means the actual expenses  affiliates  incur  in               
providing services, including:                                                  

the  salaries,  fees  and expenses  paid  to  employees  and          
consultants  of our managers and their affiliates  for  work          
they perform on our behalf;                                           

office  rent,  telephone, travel, employee benefit  expenses          
and other expenses attributable to providing such services.           

Our  managers  allocate and charge us for  a  majority  of  these               
expenses  based on the number of hours devoted by their employees               
to  our affairs, as recorded on employee daily time records. They               
allocate  some expenses at the end of each month based  upon  the               
number  of  our investors and our capitalization as  compared  to               
other programs that they manage.                                                

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BACKGROUND AND EXPERIENCE OF MANAGEMENT                                         

AEI FUND MANAGEMENT XXI, INC. AEI Fund Management XXI, Inc.,          
our  manager, is a Minnesota corporation formed in 1994 to  serve               
as  a  general  partner of AEI Income & Growth Fund  XXI  Limited               
Partnership,  an  affiliated limited partnership with  investment               
objectives  and  structure  similar to  AEI  Fund  24.  The  sole               
shareholder and director of our manager is Robert P. Johnson, who               
also serves as its President. Each of the officers of our manager               
also holds a position as an officer in the corporations formed to               
serve  as  general  partners  of prior  funds  sponsored  by  the               
managers and their affiliates. The officers and sole director  of               
the manager are as follows:                                                     

Name                     Age            Position                      
Robert P. Johnson        56      Sole Director, Chief Executive       
                 Officer and President

Mark E. Larson           48      Chief Financial Officer,             

                    Treasurer and  Secretary

[Graphic: Picture of Robert P. Johnson]                                         

ROBERT  P.  JOHNSON will also serve as our special  managing          
member.  Mr.  Johnson is the President, Chief Executive  Officer,               
sole  shareholder and sole director of the manager. From 1970  to               
the  present  he has been employed exclusively in the  investment               
industry,  specializing  in limited partnership  investments.  In               
that capacity, he has been involved in the development, analysis,               
marketing   and  management  of  public  and  private  investment               
programs investing in net lease properties as well as public  and               
private investment programs investing in energy development.                    

Since  1971, Mr. Johnson has been the President, a  director          
and  a  registered principal of AEI Securities,  Inc.,  which  is               
registered  with  the  Securities and Exchange  Commission  as  a               
securities broker-dealer, is a member of the National Association               

[20]            

of  Securities  Dealers,  Inc. (NASD) and  is  a  member  of  the               
Security Investors Protection Corporation (SIPC). Mr. Johnson has               
been  President, a director and the principal shareholder of  AEI               
Fund  Management, Inc., a real estate management company  founded               
by him, since 1978. Mr. Johnson is currently a general partner or               
principal  of  the  general  partner  of  each  of  the   limited               
partnerships  set forth under "Prior Performance."  Although  not               
currently  subject  to any material contingent  liabilities,  Mr.               
Johnson  could  become subject to the claims of  creditors  as  a               
general  partner of such limited partnerships or other  Funds  he               
manages.                                                                        

[Graphic: Picture of Mark E. Larson]                                            

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MARK  E.  LARSON,  a Certified Public Accountant,  is  Chief          
Financial Officer, Secretary and Treasurer of the manager, and is               
a  director of AEI Fund Management, Inc. and has been employed by               
AEI  Fund  Management, Inc. and affiliated entities  since  1985.               
From  1979  to  1985, Mr. Larson was with Apache  Corporation  as               
manager of Program Accounting responsible for the accounting  and               
reports for approximately 45 public partnerships. Mr. Larson will               
be primarily responsible for supervising the accounting functions               
of the manager and AEI Fund 24, including coordination of reports               
to the SEC and investors.                                                       

SECURITY OWNERSHIP OF MANAGERS                                                  

Except for their interests as managing members of AEI  Fund         
24, none of the managers, the affiliates of the managers, nor the               
officers  or  directors of the managers, hold an units  or  other               
interest   in  AEI  Fund  24.   Although  it  is  not   currently               
anticipated that they will acquire units, the managers and  their               
affiliates  may  acquire  units  on  the  same  terms  as   other               
investors.   Units acquired by the managers and their  affiliates               
will  not be considered in determining whether the minimum number               
of units has been sold.                                                         

AEI FUND MANAGEMENT, INC.                                                       

Most  of our management services will be provided on  behalf          
of  our  manager  by  AEI  Fund  Management,  Inc.,  a  Minnesota               
corporation  having the same officers as the  manager.  AEI  Fund               
Management,  Inc.  is a property and program  management  company               
that  provides  services  to the 13 publicly  syndicated,  and  2               
privately  placed, real estate programs that are described  under               
the caption "Prior Performance" below.                                          

The  sponsors  are using AEI Fund Management  XXI,  Inc.,  a          
separate  entity, as the corporate manager so that our operations               
are  not affected by operations of the other real estate programs               
for  which  they  provide services. AEI Fund  Management  employs               
approximately  25 persons, two of whom are engaged  primarily  in               
property  acquisitions,  two  in property  management,  three  in               
property  sales,  seven  in accounting and  financial  reporting,               
seven  in investor and dealer support services and two in general               
administrative services. AEI Fund Management, Inc. has  the  same               
officers  as  AEI  Fund Management XXI, Inc. Management  services               
from AEI Fund Management, Inc. will be billed to us directly.                   

REPLACEMENT OF MANAGERS                                                         

Our  managing member may not withdraw from its position as a          
manager without providing investors, as limited members, at least               
90 days  written notice and providing a substitue managing member               
who is approved  by  vote of a majority of the units outstanding,               
excluding  units held by the managing member and affiliates.  Our               
special managing member may not  withdraw  during  the  first  24               
months  of  our  operations.  Our  operating  agreement  provides               
that  either  manager  may be  removed  as  a  manager if a court               
determines that:                                                                

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The   manager  was  grossly  negligent  in  performing   its          
obligations under our operating agreement;                            

The  manager  committed fraud against our investors  or  AEI          
Fund 24;                                                              

The manager committed a felony in connection with management          
of AEI Fund 24;                                                       

The  manager was in material breach of its obligations under          
our operating agreement; or                                           

The manager is bankrupt.                                              

[21]            

Our  operating  agreement  also allows investors  to  remove  and               
replace  either  of  our managers by vote of  the  holders  of  a               
majority of the units, excluding units held by the manager.                     

PRIOR PERFORMANCE               

During  the  past 28 years, Mr. Johnson and affiliates  have          
syndicated 13 public and 13 private net lease property investment               
partnerships in the United States.                                              

Since   1984,  Mr.  Johnson  and  affiliates  have   formed,          
syndicated and now manage 13 public real estate partnerships that               
have  purchased, for cash, single tenant properties  under  long-               
term  net  leases. With the exception of size and the ability  to               
use  mortgage indebtedness for the acquisition of properties, all               
of  such  partnerships are similar to AEI  Fund  24.  The  public               
partnerships sponsored by Mr. Johnson and affiliates include  the               
following:                                                                      

Fund Name                          Month               Investment           
                   Offering was             Raised

Net Lease Income & Growth                                                       
Fund 84-A Limited Partnership    December 84          $ 5,000,000             

AEI Real Estate Fund 85-A                                                       
Limited Partnership              June 85              $ 7,500,000             

AEI Real Estate Fund 85-B                                                       
Limited Partnership              February 86          $ 7,500,000             

AEI Real Estate Fund 86-A                                                       
Limited Partnership              July 86              $ 7,500,000             

AEI Real Estate Fund XV                                                         
Limited Partnership              December 86          $ 7,500,000             

AEI Real Estate Fund XVI                                                        
Limited Partnership              November 87          $15,000,000             

AEI Real Estate Fund XVII                                                       
Limited Partnership              November 88          $23,388,750             

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AEI Real Estate Fund XVIII                                                      
Limited Partnership              December 90          $22,783,050             

AEI Net Lease Income & Growth                                                   
Fund XIX Limited Partnership     February 93          $21,157,928             

AEI Net Lease Income & Growth                                                   
Fund XX Limited Partnership      January 95           $24,000,000             

AEI Income & Growth Fund XXI                                                    
Limited Partnership              January 97           $24,000,000             

AEI Income & Growth Fund XXII                                                   
Limited Partnership              January 99           $16,917,222             

AEI Income & Growth                                                             
Fund 23 LLC                      March 01             $13,349,321             

In  total approximately 15,000 investors purchased interests          
in these partnerships for total investment of $195,596,271.                     

The  properties purchased by all of these partnerships  were          
new,  or  recently constructed, net leased commercial properties.               
At December 31, 2000, these programs had purchased 163 properties               
for   approximately  $215,000,000   and  sold  76  properties for               
approximately $93,500,000.  The following  table sets  forth  the               
geographic  distribution  of  the  163  properties purchased,  or               
under  contract for  purchase,  by  prior  public partnerships:                 

[22]              

Alabama    4  Illinois  4  Michigan   7  New Mexico    1  Tennessee     3       
Arizona    5  Indiana   5  Minnesota 12  North Caro.   3  Texas        43       
Arkansas   1  Iowa      2  Missouri   5  North Dakota  1  Virginia      5       
California 4  Kansas    1  Montana    1  Ohio         14  Wisconsin     4       
Colorado   6  Kentucky  1  Nebraska   4  Oregon        1                        
Florida    6  Louisiana 4  Nevada     3  Pennsylvania  1                        
Georgia    4  Maryland  1  New Hamp.  1  South Caro.   3                        

[Graphic: Map of United States showing states where AEI funds own               
properties]                                                                     

By  cost, approximately 73% were restaurants and the balance          
were  other  retail properties. Upon request,  for  no  fee,  the               
managers will provide any potential investor with a copy  of  the               
most  recent  Annual  Report on Form 10-KSB  as  filed  with  the               
Securities  and Exchange Commission for any of these partnerships               
and,  upon  payment  of  reasonable fees  to  cover  postage  and               
handling,  a  copy  of any of the exhibits to such  Form  10-KSB.               
These annual reports are also available at the SEC's web site  at               
www.sec.gov.                                                                    

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A   total of approximately  286   investors  have  purchased          
interests in the private partnerships.  All   but   four  of  the               
private partnerships  were  specified property  offerings. Of the               
remaining private  partnerships,  one  acquired  four  properties               
on a "blind  pool"  basis,  one  is  a  private  partnership that               
acquired seven properties  on  a  blind pool  basis,  one   is  a               
private   partnership  that  acquired  four properties on a blind               
pool  basis and one is a  private  partnership  currently   being               
offered to accredited investors on a blind  pool basis.  In   the               
aggregate, the private  partnerships  purchased 27 properties for               
$16,545,384.  All of the  properties  were commercial properties:               
21 restaurants, three  retail stores, one automotive center,  and               
two daycare centers.  All  of the properties were new or recently               
constructed.  Seventeen  of those properties  were in  midwestern               
states.   Two  were  in  southwestern states, two were  in  south               
central  states  and  six were in south eastern states.  As  with               
this  offering,  the primary objective of the   earlier   private               
partnerships   was production   of  income (not tax  shelter)  by               
investment   in  single-tenant  properties  that  were located in               
various areas of the  United States and that were   leased  on  a               
"triple net" basis.   Unlike this offering, however, all but five               
of   the   private   partnerships    acquired   properties   with               
indebtedness   of   up  to  75%  of  the purchase price.  Through               
December  31, 2000,  twenty  two  of  the  properties held by the               
private partnership's had been sold.                                            

During  the  three years ended December 31, 2000, affiliated          
programs   that  were  still  operating  acquired  a  total of 25               
properties,  including  16  restaurants, 3 single-tenant   retail               
stores,  and 6 childcare  centers.  All of these properties  were               
acquired   for   cash,    without    assumed   or      additional               
indebtedness.  14 of those properties were in  midwestern states.               
One  was  in  a  southwestern state, five were in  south  central               
states, four were in south eastern  states  and  one  was  in  an               
eastern state.  We have included more  detailed information about               
these    properties  in  tables  that  are  in  Part   II  of the               
registration  statement that we have filed with the SEC and will                
provide those tables to you, without charge, upon request.                      

The   partnerships  sponsored  by  the  managers  and  their          
affiliates  have  owned some properties leased  to  tenants  that               
failed  to  fully  perform  under  the  terms  of  their  leases,               
including  timely  payment of rent. When a tenant  defaults,  the               

[23]            

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affiliates managing the properties take such action as they  deem               
prudent  in  commercial  lease  transactions.  Such  actions  may               
include termination of leases, in which the property may be relet               
to  a  new tenant or sold. When tenants fail to meet their  lease               
obligations, rental payments will likely be interrupted. Although               
this  interruption may cause a decrease in distributions of  cash               
flow   for  a  period  of  time,  the  public  partnerships  have               
diversified  their acquisitions. Because of this, no default,  or               
series of defaults, has caused a public partnership sponsored  by               
the  managers to miss a quarterly cash distribution  or  to  have               
inadequate cash to fund operations. It is a continuing  objective               
of  the  managers  to  minimize tenant defaults  through  careful               
property  evaluation of the creditworthiness of  lessees  and  by               
renegotiating leases or locating new tenants with the  intent  of               
minimizing  any interruption of rents. More detailed  information               
about  these  properties is contained in Table  III  included  in               
Exhibit B to this prospectus.                                                   

COMPENSATION TO MANAGERS AND AFFILIATES               

AEI Fund Management XXI and AEI Fund Management will provide          
nearly  all  of the operational services we require and  will  be               
compensated accordingly.  AEI Securities will coordinate the sale               
of  units  and  will receive commissions and expense  allowances,               
most of which will be paid or "reallowed" to other broker-dealers               
that  solicit subscriptions for the program. AEI Fund  Management               
will provide administrative services and we will reimburse it for               
all  of  its  expenses  in  furnishing services  at  its  "cost,"               
including  a portion of its general expenses directly related  to               
the furnishing of such services. In addition, AEI Fund Management               
XXI  and Robert P. Johnson, as our managing members, will receive               
an  interest  in  net  cash flow and net proceeds  from  sale  of               
properties.  Robert P. Johnson, the individual  manager,  is  the               
sole  shareholder  and the chief executive officer  of  AEI  Fund               
Management XXI, AEI Fund Management and AEI Securities.                         

The  following  table describes the forms  of  compensation,          
distributions and cost reimbursements that we will, or  may,  pay               
to   AEI  Fund  Management  XXI,  AEI  Fund  Management  and  AEI               
Securities   for   their   services  in   connection   with   our               
organization,  operation and liquidation,  assuming  the  minimum               
1,500  units and the maximum 50,000 units are sold. The following               
arrangements  were formulated by our managers  and  are  not  the               
result of arm's-length negotiations.                                            

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Person or               Form and Method              Estimated            
Entity                of Compensation                Dollar           
Receiving                                              Amount             
Compensation                                                                

Offering  Stage           

AEI                  Selling commissions and         $5,250,000 maximum and     
Securities, Inc.     nonaccountable expense          $157,500 minimum, all      
           allowance equal to 10%          but approximately
                  of proceeds, all or  a          $1,000,000 (maximum) and
                  portion of which may be         and $30,000 (minimum) of
                 reallowed   to   other          which is expected to be
    investment firms, and a         reallowed.
1/2%    due   diligence               
allowance, a portion of               
which will be reallowed               
to other investment firms.            

Managers and         Reimbursement  at  cost         Estimated $1,100,000       
Affiliates           for other organization          maximum and $67,500        
              and offering expenses. (1)      minimum, but subject
                                                 to limitation (2). Most
                                                   organization and offering
                                               expenses are  paid to
                                        nonaffiliates.

[24]              

Property Acquisition Stage  

Managers and         Reimbursement at cost for       Estimated $1,500,000       
Affiliates           all acquisition expenses (3).   maximum and $45,000        
                                                 minimum, but subject to
                                             the limitation (3).

Operating Stage           

Managers             Three percent (3%) of net       Not presently              
      cash flow.                      determinable

Managers and         Reimbursement at cost for all   Estimated $75,000 to       
Affiliates           administrative expenses,        $450,000 for the first 12  
                  including all expenses related  months of operations and
                 to management and disposition   and $20,000 to $400,000
               of AEI Fund 24's properties     each year after that.
               and all other transfer agency,  The cumulative amount
         reporting, investor relations   of such expense
            and other administrative        reimbursements for
                 functions (4).                  general overhead of the
                                          the managers and
                                              affiliates,  and for
                                            controlling person
                                             expenses,  together
                                                  with front- end fees and
                                             sales expenses, are
                                                   subject to limitation(4).

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      Property Sale or Financing Stage

Managers             1% of distributions of net      Not presently              
      proceeds of sale until          determinable
investors have received an            
amount equal to (a) their             
"adjusted capital                     
contributions," plus (b) an           
amount equal to 7% of their           
adjusted capital                      
contributions per annum,              
cumulative but not compounded,        
to the extent not previously          
distributed. 10% of                   
distributions of net proceeds         
of sale thereafter.                   

1.    Includes  federal and state securities  registration  fees,               
fees  of counsel, accountant's fees, printing expenses, and other               
out-of-pocket expenses paid to nonaffiliates.                                   

2.    To the extent organization and offering expenses, including               
payments  to  AEI  Securities and third parties,  when  added  to               
Acquisition  Expenses  exceed 20% of the  capital  contributions,               
they will be borne by the managers.                                             
[25]              

3.    Acquisition expenses include amounts paid for  legal  fees,               
travel and communication, appraisal costs, accounting fees, title               
expenses  and  other  expenses  in  acquiring  properties.  These               
expenses will be paid at "cost," which includes the time spent by               
the manager's employees in performing these services.                           

4.    Subject to the limitations set forth in Section 6.2b of the               
Operating  Agreement, we will reimburse our  managers  and  their               
affiliates  at cost for administrative expenses in  managing  all               
our operations. These expenses include costs they incur providing               
services  for  the  acquisition, leasing  and  operation  of  our               
properties, including:                                                          

the  salaries,  fees  and expenses  paid  to  employees  and          
consultants  of our managers and their affiliates  for  work          
they perform on our behalf;                                           

office  rent,  telephone, travel, employee benefit  expenses          
and other expenses attributable to providing such services.           

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Our  managers  allocate and charge us for  a  majority  of  these               
expenses  based on the number of hours devoted by their employees               
to  our affairs, as recorded on employee daily time records. They               
allocate  some expenses at the end of each month based  upon  the               
number  of  our investors and our capitalization as  compared  to               
other programs that they manage. Our managers have committed that               
they  will not obtain expense reimbursements for general overhead               
and   for   controlling  person  expense  to   the   extent   the               
reimbursements  exceed, together with Front-End  Fees  and  sales               
expenses, the sum of 20% of capital contributions, 5% of revenues               
from properties, a 3% sales commission, and 7% of net cash flow.                

We  will not pay real estate commissions to our managers  or          
their  affiliates  for  the  purchase  or  sale  of  any  of  our               
properties.  We will, however, compensate our managers and  their               
affiliates at their cost, subject to the limitations set forth in               
the   preceding  table  and  in  Section  6.2  of  our  operating               
agreement,  for  all expenses they incur in connection  with  the               
purchase   and  sale  of  properties  which  may  include   bonus               
compensation  to    non-controlling  employees.   We   will   not               
pay   acquisition  fees  to  our  managers.  Further, we will not               
compensate our  managers  or their affiliates  for  services  not               
described  in the table above.                                                  

CONFLICTS OF INTEREST               

AEI Fund 24 will not have any employees, but instead will be          
dependent  upon  its  managers,  and  particularly  on  AEI  Fund               
Management,  Inc. an affiliate of its managers, for most  of  the               
services  required for its operations.  Robert  P.  Johnson,  our               
special  managing  member,  is  also  the  President,  CEO,  sole               
director and sole shareholder of our managing member, of AEI Fund               
Management,  Inc.,  and  of  AEI  Securities,  Inc.,  the  dealer               
manager.   Our  investors will not have any interest  in  any  of               
these  entities  and will not be in a position to  control  their               
activities.   The  interlocking interests  of  our  managers  and               
affiliated  entities  create a number of conflicts  of  interest,               
including the following:                                                        

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LACK OF ARM'S-LENGTH NEGOTIATIONS WITH MANAGEMENT                               

Our managers will receive substantial reimbursements for the          
cost  of providing services to AEI Fund 24 and may realize income               
from  AEI Fund 24 during our operations and upon our liquidation.               
Our  agreements and arrangements with the managers and with their               
affiliates,  including those relating to compensation,  were  not               
negotiated  at  arm's-length.  Although the aggregate  amount  of               
reimbursements  our  managers  may  receive  is  limited  by  our               
operating  agreement, the amount of services  that  our  managers               
provide,  and therefore the amount of reimbursement they  receive               
within these limits, will be determined in the first instance  by               
our  managers.   Our managers believe that payment  for  services               
based  on  actual reimbursement of costs allows AEI  Fund  24  to               
operate  with  lower  overall administrative expense  than  would               
occur if they were reimbursed based on the fixed fees represented               
by  the  limits placed in the operating agreement.  Further,  and               
consistent with their fiduciary obligations, the managers believe               
that  their  interest in cash flow provides an incentive  not  to               
overcharge  AEI  Fund  24  intend  to  make  decisions  regarding               
allocation of services in the best interest of AEI Fund 24.                     

[26]              

The interests of our managers and our investors with respect          
to  the  timing and price of any sale of our properties may  also               
conflict   because  a  significant  portion  of   our   managers'               
compensation  will not be payable until the sale  of  properties.               
Nevertheless,  our  managers believe  their  inability  to  share               
substantially  in  sale  proceeds  unless  there  is  significant               
appreciation in the value of the properties provides an incentive               
to maximize proceeds both to the managers and the investors.                    

OTHER REAL ESTATE ACTIVITIES OF MANAGERS                                        

Our  managers and their affiliates are actively  engaged  in          
the  commercial  real estate business as general partners  in  13               
other   operating   publicly  syndicated,  and   four   privately               
syndicated programs. Mr. Johnson also intends to offer additional               
real  estate programs in the future through companies with  which               
he  is  affiliated. We will not have independent  management  but               
will   rely  on  our  managers  and  their  affiliates  for   our               
operations. Our managers will devote only so much of  their  time               
to our business as, in their judgment, is reasonably required and               
are  not  required to devote any minimum amount of  time  to  our               
operations. We anticipate that, although Mr. Johnson  may  devote               
approximately  30%  of  his time to our  business  while  we  are               
offering  units and acquiring property, he may devote  less  than               
10%  of his overall work time after properties are acquired.  The               
allocation by our managers of their time, services and  functions               
among current programs and future programs they might sponsor, as               
well  as  other business ventures in which they may be  involved,               
may    create   conflicts  of  interest.   Our  managers  believe               
that  they  have,  or  can retain directly or through affiliates,               
sufficient  staff   to   be  fully  capable  of discharging their               
responsibilities to all programs with which they are affiliated.                

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COMPETITION WITH MANAGERS AND OTHER AFFILIATED PROGRAMS FOR                     
PURCHASE AND SALE OF PROPERTIES                                                 

Our  managers  and  their affiliates  may  engage  in  other          
business ventures, including forming and sponsoring other  public               
or  private  programs, and neither AEI Fund 24  nor  any  of  our               
investors will be entitled to any interest in those programs.                   

It   is  possible  that  we  will  periodically  have  money          
available  to acquire additional properties at the same  time  as               
other programs sponsored by our managers or their affiliates.  If               
this  happens,  conflicts of interest  will  arise  as  to  which               
program  should acquire a particular property. Our managers  will               
review  the investment portfolio of each program and will make  a               
decision  as  to which program will acquire the property  on  the               
basis of several factors, including:                                            

the cash flow requirements of each program;                           

the degree of diversification of each program;                        

the estimated income tax effects of the purchase on each              
program;                                                              

the amount of funds available to each program; and                    

the length of time such funds have been available for                 
investment.                                                           

If  funds  are available in two or more programs to purchase          
the  same  property, and the factors enumerated above  have  been               
evaluated  and  deemed equally applicable to  each  program,  the               
property  will be acquired by the program that first reached  its               
minimum investment level. Any other conflicts will be resolved by               
our managers in their sole discretion.                                          

Conflicts of interest may arise when we attempt to  sell  or          
rent  our  properties. Our managers may sell  less  than  a  100%               
interest  in a property and we may then own a fractional interest               
in  that  property. Our managers may be forced to choose  between               
selling a property we hold and a property held by the manager  or               
by  an affiliated program. Such conflicts will be resolved by our               
managers,  in  their  discretion,  after  consideration  of   the               
investment objectives of the program holding the property and the               
length of time until the planned final disposition of properties.               
Our  managers  may allow the sale of a fractional  interest  they               
hold  or that is held by an affiliated program prior to the  sale               
of  an  interest we hold. We cannot assure you that the terms  of               
sale  of  all fractional interest in a property sold at different               
times will be the same.                                                         

[27]              

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POSSIBLE JOINT INVESTMENT WITH AFFILIATED PROGRAMS                              

We  may  invest  in  property jointly with  another  program          
sponsored   by  our  managers  or  their  affiliates  under   the               
conditions described in "Investment Objectives and Policies-Joint               
Venture   Investments."  Although  we  may   make   these   joint               
investments  only  with another program with  similar  investment               
objectives  and  compensation structure, the  programs  may  have               
different objectives with respect to the timing of disposition of               
the  properties  or  the  level of short-term,  versus  long-term               
income from the properties.  The same personnel from our managers               
and their affiliates will make all of the decisions for the joint               
investment and may have conflicting duties to act for the benefit               
of  AEI  Fund 24 and for the other program that is party  to  the               
joint  investment.    In such a situation, conflicts of  interest               
could arise between the joint venture partners.                                 

MANAGER'S REPRESENTATION OF FUND IN AUDIT PROCEEDINGS                           

Our  managing  member will act as the "tax matters  partner"          
pursuant  to  Section  6231 of the Internal  Revenue  Code.  This               
grants  our manager discretion and authority regarding extensions               
of  time  for assessment of additional tax against the  investors               
related  to  our income, deductions or credits and for settlement               
or   litigation  of  controversies  involving  such  items.   The               
positions  taken by the manager on tax matters may have differing               
effects on the managers and our investors. It is possible that in               
some  disputes, such as disputes over whether allocations in  our               
operating agreement should control tax allocations, the interests               
of  our managers will actually be adverse to the interests of our               
investors.   Any decisions made by our managers with  respect  to               
these  matters  will  be made in good faith consistent  with  its               
fiduciary  duties to us and our investors. Our managers,  to  the               
extent  its actions as tax matters partner are in good faith  and               
reasonably  intended to be in our best interests and  subject  to               
the  indemnification and exculpation language  contained  in  our               
Operating  Agreement, may be entitled to indemnity for  liability               
incurred as a result of their actions on tax matters. See Exhibit               
A, Section 6.5 at Page A-14.                                                    

LACK OF SEPARATE REPRESENTATION                                                 

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Our  managers  and  our  investors are  not  represented  by          
separate  counsel.   Our managers' counsel has  formed  and  will               
provide  services to the managers relating to AEI  Fund  24.  The               
attorneys and accountants who will perform services on behalf  of               
the  managers also perform services for AEI Securities, Inc.  and               
other  affiliates  of  the  managers. Without  independent  legal               
representation,  you  might not receive  legal  advice  regarding               
matters  that  might  be in your interest  but  contrary  to  the               
interest  of our managers and their affiliates. Should a  dispute               
arise between AEI Fund 24 and our managers or their affiliates  -               
or  should negotiations or agreements between AEI Fund 24 and our               
managers,  other  than  those existing  or  contemplated  on  the               
effective  date of this prospectus, be necessary -  our  managers               
will  cause  AEI Fund 24 to retain separate counsel.  Any  future               
agreement  between  AEI  Fund  24  and  the  managers  or   their               
affiliates will provide that it may be terminated at  the  option               
of  AEI Fund 24 upon 60 days' notice without penalty to AEI  Fund               
24.                                                                             

AFFILIATION OF SELLING AGENT                                                    

AEI Securities, an affiliate of our managers, is serving  as          
"Dealer-Manager" for the offering of units. Normally, the  dealer               
manager or underwriter of securities would perform an arms-length               
investigation of an issuer of securities to make certain that the               
offering and related documents are accurate and complete.  In our               
case, the "due diligence" investigation customarily performed  by               
an  underwriter  is  being  performed  by  an  affiliate  of  the               
managers. AEI believes, however, that such due diligence has,  in               
fact, been exercised. Moreover, under Rule 2810(b)(2) of the NASD               
Conduct  Rules,  each investment firm that  sells  units  has  an               
obligation to make an appropriate independent inquiry  about  the               
offering.                                                                       

EXPENSE REIMBURSEMENTS                                                          

Our  managers and their affiliates are reimbursed  at  their          
cost  for  the services they perform on our behalf. The aggregate               
cost  of  such  reimbursements can be as much  as  the  fees  and               
increased  interest in net cash flow interest  the  managers  are               
allowed to be paid under applicable state regulation.                           

[28]              

CASH DISTRIBUTIONS AND TAX ALLOCATIONS                

CASH DISTRIBUTIONS                                                              

Our  managers intend to make distributions of available  net          
cash  flow,  if any, within 30 days after the end of each  fiscal               
quarter. Our objective is to acquire net leased properties  which               
will generate partially "tax deferred" cash distributions to  you               
because  of the depreciation deductions that the properties  will               
generate. Any net cash flow from operations for each fiscal  year               
will  be distributed 97% to investors such as you and 3%  to  our               
managers.                                                                       

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When  we refinance, sell or otherwise dispose of any of  our          
properties, we are allowed to reinvest the net proceeds from  the               
sale  or  refinancing in other properties. If we do not reinvest,               
we will distribute the net proceeds from the sale or refinance as               
follows:                                                                        

First, 99% to the investors and 1% to the managers until the          
investors  have  received an amount from net sales  proceeds          
equal  to the total of their capital contributions (adjusted          
for  previous distributions from sale) plus an amount  equal          
to   a  7%  per  annum  return  on  their  adjusted  capital          
contributions, cumulative but not compounded, to the  extent          
the  7%  return has not been previously distributed to  them          
from sales proceeds or cash flow.                                     

Any  remaining  balance  will  be  distributed  90%  to  the          
investors and 10% to the managers.                                    

The  1%  unsubordinated interest in  net  proceeds  of  sale          
received by our managers for a $1,000 capital contribution is not               
proportionate  to  the  interest that would  be  received  by  an               
investor with the same capital contribution.                                    

TAX ALLOCATIONS                                                                 

For  income  tax  purposes,  we will  allocate  all  income,          
profits,  gains and losses for each fiscal year, other  than  any               
gain   or  loss  realized  upon  the  sale,  exchange  or   other               
disposition of any property, as follows:                                        

net  loss will be allocated 99% to the investors and  1%  to          
the managers so long as the investors have positive balances          
in  their  capital accounts. If their capital  accounts  are          
reduced  to  zero,  all  losses will  be  allocated  to  the          
managers; and                                                         

net income will be allocated 97% to the investors and 3%  to          
the managers.                                                         

For  income  tax  purposes,  the gain  realized  upon  the  sale,               
exchange  or other disposition of any property will be  allocated               
as follows:                                                                     

first, to and among the investors in an amount equal to  the          
negative balances in their respective capital accounts  (pro          
rata   based  on  the  relative  amounts  of  such  negative          
balances);                                                            

then, 99% to the investors and 1% to the managers until  the          
balance in each investor's capital account equals the sum of          
such investor's Adjusted Capital Contribution plus an amount          
equal  to  a 7% per annum return on such investor's Adjusted          
Capital Contribution, cumulative but not compounded, to  the          
extent not previously distributed; and                                

the balance of any remaining gain will then be allocated 90%          
to the investors and 10% to the managers.                             

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For  income tax purposes, any loss on the sale, exchange or other               
disposition  of  any  property shall  be  allocated  99%  to  the               
investors and 1% to the managers.                                               

[29]              

INCOME TAX ASPECTS                

Federal income tax laws and regulations as they apply to  us          
are complicated and are only summarized below. You should realize               
that  consultation  with your own advisor  may  be  necessary  to               
understand the tax implications of an investment in AEI  Fund  24               
on  your  personal  tax situation and that periodic  consultation               
about  changes  in  tax laws may be necessary because  of  future               
changes  in  statutes  and regulations or in  interpretations  by               
courts or state and federal tax authorities.                                    

OPINION OF COUNSEL                                                              

Dorsey  & Whitney LLP, counsel to our managers, has rendered          
an  opinion  on  the material federal tax issues relating  to  an               
investment in our units that involve a reasonable possibility  of               
challenge by the Internal Revenue Service.  Where such an opinion               
cannot be rendered with respect to a material tax issue, Dorsey &               
Whitney LLP has described the reasons for its inability to opine.               
As  described  below,  counsel has not  rendered  an  opinion  on               
federal   tax  issues  whose  outcome  depends  upon  facts   and               
circumstances that will be determinable or will arise only in the               
future.  In  particular,  counsel has rendered  no  opinion  with               
respect to the probable outcome of:                                             

whether our allocation of basis among buildings (the cost of          
which is depreciable), personal property (the cost of  which          
is  depreciable  over  a shorter period), and the underlying          
land (the cost of which is not depreciable); will be upheld           

whether  we  will  be characterized as a  "dealer"  in  real          
estate at the time of sale or disposition of our properties;          

whether  the leases we enter into will be "true  leases"  or          
will be "stepped payment leases" for purposes of determining          
whether  we  will  be  considered an "owner"  of  properties          
entitled to take depreciation and other deductions  and  for          
purposes of the timing of recognition of rental income; and           

whether    our   allocation   of   start-up,   organization,          
syndication  and  acquisition expenses for purposes  of  the          
deduction or capitalization of such expenses will be upheld.          

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Where  counsel has not issued an opinion because the factors          
relevant to the issue involved cannot be determined at this time,               
depend on an investor's tax situation, or turn on aspects of  law               
that  are at present uncertain, no inferences should be drawn  as               
to any possible legal outcome. Furthermore, as explained below in               
more detail under "Allocation," because of the uncertainty in the               
law  regarding whether allocations made to members of  a  limited               
liability company treated as a partnership for tax purposes  such               
as  AEI  Fund 24 will have "substantial economic effect," counsel               
has  rendered a qualified opinion as to whether allocations  made               
to  investors under the operating agreement will be respected for               
tax purposes.                                                                   

Subject to the information contained in this prospectus  and          
in  counsel's opinion (a copy of which is filed as Exhibit  8  to               
the  registration statement that has been filed  with  the  SEC),               
counsel  has  advised  AEI  Fund 24 that  in  the  aggregate  the               
significant   tax  benefits,  as  described  herein,  potentially               
available  to  an investor will more likely then not be realized.               
An opinion of  counsel  represents only such counsel's best legal               
judgment and has no binding  effect  or official  status  of  any               
kind.  No  assurance can be given that the conclusions reached in               
an opinion would  be  sustained  by  a  court  if  challenged  by               
the  IRS.  Therefore,  investors   will  assume  the  risks  of a               
challenge by  the IRS of the tax interpretations set forth herein               
or otherwise made  by  AEI  Fund 24 or the managers and the risks               
of changes in  tax laws, rules, regulations and interpretations.                

GENERAL                                                                         

We  have  not  been formed to serve as a "tax shelter."   We          
provide a tax advantaged form of investment primarily because:                  

[30]              

we  avoid  two  levels of taxation by using a "pass-through"          
organizational structure;                                             

we  "defer" some taxes because some of the cash we  generate          
in  early  years can be offset for tax purposes by  non-cash          
depreciation and amortization charges; and                            

most  of  the income (from rents) that we may  generate   is          
"passive  income" that can be offset by passive losses  from          
other sources.                                                        

There  are, however,  a  number  of  factors  that can affect our               
ability  to   achieve  these benefits, the timing of the benefits               
and the taxes you might have to pay.  These are described below.                

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PARTNERSHIP STATUS                                                              

We  have been formed as a limited liability company to allow          
our  investors to obtain a direct pass-through of their pro  rata               
share  of our operating results. Under the Internal Revenue  Code               
and  applicable IRS regulations, no federal income tax is payable               
by a limited liability company that does not elect to be taxed as               
a  corporation  and is not a "publicly traded partnership."  Each               
investor and manager is required to report on his or her  federal               
income tax return his or her share of our profits, losses, gains,               
income, deductions and credits. Subject to limitations, including               
limitations on passive activity losses, each investor and manager               
may deduct his or her share of our losses, if any, for any fiscal               
year  on  his  or  her individual return to  the  extent  of  the               
adjusted  basis of his or her interest in AEI Fund 24 as  of  the               
end  of  such  year.  Likewise, each investor  and  manager  must               
include  his  or  her distributive share of any  of  our  taxable               
income for each year with his or her other taxable income whether               
or  not  he or she has received cash distributions from us during               
the year.                                                                       

We have received an opinion from our managers' legal counsel          
that  we will be treated as a partnership for federal income  tax               
purposes and will not be treated as an "association" taxable as a               
corporation. In rendering this opinion, counsel has relied on the               
existing tax regulations and our representation that we will not,               
for any period, elect to be treated as an association taxable  as               
a corporation.                                                                  

Under  the  Internal  Revenue Code,  if  AEI  Fund  24  were          
classified as a "publicly traded partnership," it would be  taxed               
as  a  corporation,  unless 90% or more of its  income  was  from               
passive-type investments.  If it were taxed as a corporation, the               
Fund  would be taxed on any income it generated, and that  income               
would be taxed again when distributed to investors in the form of               
dividends. Moreover, the income distributed to investors would be               
treated  as "portfolio income" and could not be offset by passive               
losses.                                                                         

IRS Regulations provide several "safe harbors" from publicly          
traded partnership status for partnerships interests that are not               
traded on an established securities market or readily tradable on               
a secondary market or the substantial equivalent. On the basis of               
these  safe harbors, and based on the provisions of our operating               
agreement, and provided transfers of interests are made  only  in               
accordance with those provisions, counsel to our managers  is  of               
the  opinion  that  we will not be considered a  publicly  traded               
partnership.                                                                    

FACTORS THAT MAY AFFECT THE AMOUNT, TIMING AND ALLOCATION OF                    
INCOME AND LOSSES.                                                              

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ALLOCATIONS. Our operating agreement  allocates   to   each           
investor  and  manager his or her distributive share  of  income,               
gain, loss, deduction, or credit. Whether these allocations  will               
be respected for federal income tax purposes depends upon whether               
they  have  "substantial economic effect"  under  applicable  IRS               
regulations. If the allocations do not have substantial  economic               
effect,  the distributive share of income, gain, loss, deduction,               
or  credit  of  each investor and manager will be  determined  in               
accordance with the interest in AEI Fund 24 they hold rather than               
in accordance with the contractual allocation.                                  

Because  the  application of the law concerning  substantial          
economic  effect to the allocations that may be  made  under  our               
operating  agreement is uncertain, counsel has  not  rendered  an               
unqualified  opinion concerning whether the allocations  made  to               
investors  will  be  respected. Nevertheless, assuming  that  all               
investors  and  managers have positive balances in their  capital               
accounts (determined after adjusting capital accounts as provided               
in our operating agreement) throughout our existence and that the               

[31]              

after-tax  economic consequences of the allocations made  in  our               
operating   agreement   do  not  violate   the   "substantiality"               
requirement imposed by IRS regulations, counsel is of the opinion               
that  it is more likely than not that allocations made under  the               
operating  agreement  will  have  substantial  economic   effect.               
Counsel  is  unable  to render an opinion on  the  allocation  of               
losses  or deductions where the investors have negative  balances               
in  their capital accounts, because the operating agreement  does               
not  contain an unconditional obligation to restore such  deficit               
balance.                                                                        

DEPRECIATION DEDUCTIONS. The Internal Revenue Code allows  a          
taxpayer to claim depreciation deductions on property used  in  a               
trade  or  business or held for the production of  income.  As  a               
general  rule,  the  cost of acquiring or constructing  property,               
including incidental costs, may be included in its tax basis  for               
purposes   of   computing  these  deductions.   We   will   claim               
depreciation,  cost recovery and amortization deductions  on  the               
properties we acquire. Although these deductions will reduce  our               
taxable income, they will also reduce our adjusted basis  in  the               
properties,  and  increase the potential gain  (or  decrease  the               
potential loss) when the properties are sold.                                   

Because  they will consist solely of commercial  properties,          
we  will depreciate most of our real property over 39 years using               
the  straight-line method (although some of our property  may  be               
tax-exempt use property that must be depreciated over  a  40-year               
period).  A  small  portion  of the  properties  we  purchase  is               
expected to be fifteen-year or five-year recovery property.                     

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Allocation  of  the purchase price of a property  among  the          
various  depreciable  and non-depreciable  assets  is  a  factual               
question, and we cannot assure you that the allocations  made  by               
our  managers will be accepted by the IRS. Because  none  of  our               
properties have been acquired and the issue depends on facts that               
are  not  yet determined, counsel has not rendered an opinion  on               
this issue. Adjustment of the allocation of the purchase price of               
a   property  could  decrease  depreciation  deductions   thereby               
increasing  taxable income or decreasing losses we recognize  and               
pass on to our investors.                                                       

THE FORM OF OUR LEASES.  Although we anticipate that we will          
be  treated as the "owner" of our properties, the IRS  has  taken               
the position in some situations that lease transactions should be               
treated  as financing transactions. If one of our leases were  to               
be  considered  a  financing transaction for federal  income  tax               
purposes, we would not be treated as the owner and would  not  be               
entitled  to  take  depreciation  and  other  deductions  on  our               
investment. Although we intend to use leases that will result  in               
our being treated as the owner of the leased property, because we               
have  not  yet entered into any leases, counsel has not expressed               
an opinion on our status as owner and lessor of properties.                     

Further,  a  lessor may be required to accrue rental  income          
for  income tax purposes during a taxable period in amounts  that               
differ from the actual rental payments received.  This can  occur               
if  (1)  rental payments are made after the close of the calendar               
year following the calendar year in which the use of the property               
occurs,  or  (2) rental payments increase over the  term  of  the               
lease.   Prior  programs sponsored by our managers  have  entered               
into  leases of this type. In certain instances, these agreements               
may require accrual of a constant amount of rental income despite               
changes  in  rental  rates  or  may  require  recapture  on   the               
disposition of the property subject to the lease. Because we have               
not  yet entered into any leases, we cannot tell you whether this               
treatment  will  apply.  If we enter into a lease  that  requires               
accrual  of  a constant amount, such an accrual could  result  in               
recognition of a greater amount of income than we receive in some               
years.                                                                          

ORGANIZATION AND SYNDICATION COSTS AND OTHER PAYMENTS TO OUR          
MANAGERS.  Our  managers and their affiliates will be  reimbursed               
for  costs  they  incur on our behalf. These reimbursements  will               
include the costs of forming, managing and selling units  in  AEI               
Fund  24,  and  related  general and  administrative  costs.  Our               
managers   will  categorize  these  reimbursements  as  start-up,               
syndication,  organization,  management  or  acquisition   costs.               
Although  the Internal Revenue Code allows deduction  of  amounts               
paid  to  organize AEI Fund 24 or to create an  active  trade  or               
business  over a period of not less than 60 months, it  does  not               
allow  deduction  of amounts paid to issue or market  the  units.               
There  can be no assurance that the IRS will accept our managers'               
determination  of the classification of costs,  and  because  the               
issue  is  factual  in nature, counsel to the  managers  has  not               
issued an opinion on this issue.                                                

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Expenses  to acquire properties will generally be  added  to          
the  purchase  price and deducted over their  useful  lives.  All               
other  reimbursements  will be deducted as  management  expenses.               
Although  our  managers believe that the management expenses  for               
which they will be reimbursed will be deductible and will be paid               
for  necessary  and  ordinary services rendered,  the  IRS  could               
assert  that some of those expenses are not currently deductible.               
Counsel  has not issued an opinion on the deductibility of  these               
expenses because their deductibility is a factual issue.                        

BASIS  OF FUND INTEREST. Subject to the "at risk rules"  and          
the  "passive  activity loss limitations" that are  described  in               
greater  detail below, an investor will generally be  allowed  to               
deduct  his  or  her  share of our losses to the  extent  of  the               
adjusted  basis in the investor's units. Each investor's adjusted               
basis   of  the  units  initially  will  include  the  investor's               
investment plus the investor's pro rata share of indebtedness  as               
to  which  neither  AEI  Fund 24 nor any investor  is  personally               
liable.  Under  the  "at  risk" rules, a taxpayer  cannot  deduct               
losses  arising  from  an  activity, including  the  activity  of               
holding  real  property,  to the extent  the  losses  exceed  the               
aggregate   amount  with  respect  to  which  the   taxpayer   is               
financially "at risk" in such activity. Generally, a taxpayer  is               
"at  risk"  in the amount of the investor's investment  plus  the               
investor's   share   of  recourse  liabilities   and   "qualified               
nonrecourse  liabilities." The managers will  attempt  to  ensure               
that financing, if any, that may be placed on properties will  be               
qualified   nonrecourse  financing.  Because  that  determination               
depends on facts not yet in existence, no assurances can be given               
that  any loans actually obtained by AEI Fund 24 will qualify  as               
amounts "at risk."                                                              

An  investor's  adjusted basis of  his  or  her  units  will          
increase by the investor's share of our income for each year  and               
decrease  by  his or her share of our losses and by distributions               
of  cash  and  other  property  we  make  to  the  investor.  The               
investor's   share   of  any  reduction  in  principal   of   our               
indebtedness  will be treated as a distribution of  cash  to  the               
investor.  The adjusted basis of an investor's units may  not  be               
reduced  below  zero.  In the event that  the  amount  of  losses               
allocated  to  an  investor  for  any  fiscal  year  exceeds  the               
investor's available basis of his or her units, the excess losses               
may  be  carried forward to the time, if ever, that the basis  is               
sufficient to absorb such excess losses.                                        

Distributions of cash to an investor that are not made  when          
we are liquidating will, in most cases, be treated as a return of               
capital  for tax purposes to the extent of a investor's  adjusted               
basis  in his or her units and serve to reduce basis by an amount               
equal  to  the cash distributed. If the cash distributed  exceeds               
the  investor's  adjusted basis of her  or  his  units  prior  to               
distribution,  the investor will recognize taxable  gain  in  the               
amount of the excess.                                                           

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SALES  OF  FUND  PROPERTY AND FORECLOSURE.   If  we  sell  a          
property,  gain will be recognized to the extent that the  amount               
realized from the sale exceeds our adjusted basis in the property               
and loss will be recognized to the extent that the adjusted basis               
of  the property exceeds the amount realized. The amount realized               
from  the  sale  of  a property includes all cash  received,  all               
liabilities  assumed and the fair market value  of  all  property               
received  other  than  cash.  In  general,  investors  will  also               
recognize  taxable gain on foreclosure of a mortgage  securing  a               
property  to  the  extent the foreclosed  liability  exceeds  the               
adjusted basis of the property.                                                 

If  property  is sold within one year after it is  acquired,          
gain, if any, will be recaptured as ordinary income to the extent               
that  depreciation  deductions were  taken.  If  the  depreciated               
property is sold in an installment sale, all depreciation will be               
recaptured in the year of sale.                                                 

Under  certain circumstances, the sale of property  may  not          
generate net cash proceeds in amounts sufficient to cover the tax               
liabilities created for the investors. These circumstances  might               
include:                                                                        

the  sale  of a property on adverse terms, i.e.,  for  gross          
proceeds  that  exceed the depreciated  book  value  of  the          
property  by  an amount significantly greater than  the  net          
proceeds after payment of the remaining principal amount  of          
the related mortgage or deed of trust;                                

the  sale or transfer of a property pursuant to foreclosure;          
or                                                                    

the  sale  of a property for proceeds that include  illiquid          
assets, such as promissory notes of the purchaser.                    

[33]              

Any  gain  or loss on the sale or other disposition  of  (a)          
property  that  is  held by AEI Fund 24  as  a  "dealer"  or  (b)               
property that is neither a capital asset nor a Section 1231 asset               
will be taxed as ordinary income or loss.                                       

LIQUIDATION.  When  we are liquidated,  you  will  recognize          
taxable  gain  to  the extent that any money distributed  to  you               
exceeds  the  adjusted basis of your units. You will recognize  a               
loss  only  if  you receive liquidation distributions  consisting               
solely  of  money, unrealized receivables or inventory items  and               
then  only  to  the extent that the adjusted basis of  you  units               
exceeds your basis in the items we distribute.                                  

SALE OF YOUR UNITS. Unless you are a "dealer" in securities,          
gain or loss on sale or disposition of your units will be treated               
as  capital  gain  or  loss. You might have  to  report  ordinary               
income, however, to the extent that:                                            

we  have "unrealized receivables and inventory items" at the          
time  you  sell your units, including depreciation recapture          
property or items that are not a capital asset or because we          
are considered a "dealer" in such property;                           

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we  have nonrecourse partnership liabilities on properties            
at  the time of your sale that would create additional  gain          
or  ordinary  income  for you. Your  gain  on  the  sale  or          
exchange  of  units  can exceed the cash proceeds  from  the          
sale, and the income taxes payable with respect to such gain          
also may exceed the cash proceeds.                                    

you  make a gift of your units at a time when your share  of          
our nonrecourse liabilities exceeds your basis of the units.          

Because  of  the  complexities  and  added  expense  of  the  tax               
accounting required to implement special elections to adjust  the               
basis  of a transferee of units in those units, we do not  intend               
to  make  a "Section 754" election when an investor sells  units.               
You           may          have          greater       difficulty               
selling your units or  may  realize  a  lower sales price because               
the purchaser will  obtain  no  current  tax   benefits  from his               
investment to the extent that his cost  of the investment exceeds               
his allocable share of AEI Fund 24's basis in its assets.                       

LOSSES  AND  CREDITS FROM PASSIVE ACTIVITIES.   Our  manager          
intends  to  conduct our operations in a manner that  will  cause               
most  of  the  income  you  derive from our  real  estate  rental               
activities  to constitute "passive  activity   income."  Although               
their   opinion  is  qualified  because  we  have  not  purchased               
properties  and they cannot determine whether the properties will               
be considered used  in  a  trade or business rather than held for               
investment, our managers' counsel has rendered an opinion that it               
is more  likely than  not  that our income from rental activities               
will  constitute  passive activity income.   Under  the  Internal               
Revenue Code,  losses  and credits  from a "passive activity" are               
deductible only against the income and  gain  from  other passive               
activities.  Passive activity  losses that are not deductible are               
carried forward  and become  deductible  against  future  passive               
activity  income or  when the  taxpayer  liquidates  his  or  her               
interest in the activity.  When you  dispose of  our  units or we               
are  liquidated,  any  passive activity losses  that you have not               
deducted, together  with  any losses caused  by  the  disposition               
or  liquidation,  will   be deductible: (1) first against passive               
income or  gain  from  AEI Fund  24, (2)  next  against income or               
gain  from  other  passive activities and (3) lastly against  any               
other income or gain.                                                           

The  interest  income  we  earn on  the  investment  of  the          
proceeds of this offering before we purchase properties  and  the               
interest income we earn on other working capital investments will               
be  treated as portfolio income.  You will not be able to  deduct               
losses   from  passive  activities  (for  example,   our   rental               
activities)  from  your  share of income  we  derive  from  these               
portfolio  income  items.   Although  counsel cannot evaluate the               
investments we may make and therefore cannot determine in advance               
whether the income the properties may  generate will be portfolio               
income, we have received an opinion of  counsel  to  our managers               
that it is more likely than not that interest income on short-term              
investments and on working capital investments will  be portfolio               
income.                                                                         

[34]            

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MINIMUM  TAX.  Passive losses, such as operating  losses  we          
may  generate,  are not allowed as a deduction  from  alternative               
minimum  taxable  income  to the extent they  exceed  alternative               
minimum taxable income from passive activities. The amount of any               
passive loss that is disallowed is determined after computing all               
preferences and making all other adjustments to income that apply               
for  minimum  tax purposes. Thus, the amount of suspended  losses               
attributable  to  passive activities may differ for  minimum  and               
regular  tax  purposes. You should consult you tax advisor  about               
the effect of the alternative minimum tax on your tax position.                 

TAX AUDIT, RETURNS AND PENALTIES                                                

Our  manager will arrange for the preparation and filing  of          
all  our  tax  returns. The manager also will serve as  the  "tax               
matters  partner" under the Internal Revenue Code. As tax matters               
partner, our manager will have discretion and authority regarding               
extensions  of time for assessment of additional tax against  you               
caused  by AEI Fund 24 and regarding settlement or litigation  of               
controversies involving federal tax. This is significant  because               
controversies regarding determination of taxable income  will  be               
resolved, under regulations, through settlement or litigation  at               
the AEI Fund 24 level. You will be required to report any item of               
income,  gain  or loss consistently with the way  we  report  the               
item,   unless  you  include  a  specific  explanation   of   the               
inconsistency in your income tax return.                                        

If  you  have an interest of 1% or more in our revenues  you          
will receive notice of any tax controversy from the IRS. You will               
have the right to participate in settlement or litigation of  any               
tax  controversy if such right is exercised timely. If you do not               
reserve your right to reject settlements accepted by our manager,               
you  will be bound by the settlement. All investors will be bound               
by  the  outcome of any litigation that may result. The  IRS  may               
assess  penalties against you for understatement of tax if  there               
was not "substantial basis" for the treatment claimed by AEI Fund               
24.                                                                             

FOREIGN INVESTORS                                                               

Although this discussion is not intended to describe foreign          
or  federal tax consequences of an investment in AEI Fund  24  by               
foreign   investors,  you  should  understand  that  the  Foreign               
Investment  in  Real Property Tax Act of 1980  taxes  nonresident               
aliens and foreign corporations on gains from the disposition  of               
United  States  real property interests as if the taxpayers  were               
engaged  in  a  trade  or business in the United  States.  If  we               
dispose of properties or if a foreign investor disposes of  units               
in  AEI  Fund 24, the foreign investor may be subject to tax  and               
withholding as a result of the disposition.                                     

We  are  required to withhold federal income tax  on  income          
allocable  to  foreign  investors (rather than  amounts  actually               
distributed  to them). The rates of withholding are  35%  of  the               
amount  of  income  allocable to a foreign  investor  that  is  a               
corporation  and 39.6% of the amount of income allocable  to  any               
other   foreign  investor.  We  are  obliged  to  make  estimated               
quarterly  withholding  payments  based  on  annualized   taxable               
income.                                                                         

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STATE INCOME TAXES                                                              

This  prospectus  does not summarize the  state  income  tax          
consequences  of  owning a unit  in the various states  in  which               
investors may reside or of owning property in the various  states               
in  which we may acquire properties. You should consult with your               
own  tax counsel about the state income tax consequences in  your               
state of residence.                                                             

RESTRICTIONS ON TRANSFER                

We  do  not expect a public market for the units to develop.          
You should not expect to be able to easily sell your units or use               
them as collateral for a loan. If you wish to transfer units, you               
might not be able to find a buyer due to market conditions or the               
general  illiquidity of the units. Moreover, if you are  able  to               
sell  units,  depending  upon  the price  negotiated,  you  might               
receive less than your original investment. We cannot assure  you               
that the units can be resold for their original purchase price.                 

[35]            

Our   operating  agreement  allows  transfers,  other   than          
"permitted  transfers,"  only if they comply  with  certain  safe               
harbors  created by the IRS from treatment of AEI Fund  24  as  a               
"publicly traded partnership" for tax purposes.                                 

Our  operating agreement also prohibits us from transferring          
units  that you sell unless you confirm, directly and not through               
a  power of attorney, that you knew the repurchase price that  we               
were  offering when you agreed to sell the units.  The  operating               
agreement provides that your agreement to sell your units without               
this  information is void.  Our operating agreement requires this               
information  because  our  managers  believe  that  investors  in               
affiliated funds have been defrauded into selling units  at  well               
below their value by persons who withheld this information.                     

You  must also provide us with 15 days written notice before          
you  can  complete a sale of your units.  We have  the  right  to               
purchase your units on the same terms you propose to sell them to               
a  third  party by notifying you in writing during  this  15  day               
period.   This may render it more difficult for you to sell  your               
units.                                                                          

Under   our   operating  agreement,  we  will  require   any          
substituted investor to agree in the instrument of assignment  to               
become  an  investor and to pay reasonable legal fees and  filing               
costs in connection with his substitution as an investor. We will               
recognize transfers of units only as of the last day of the month               
in  which we receive written evidence regarding the assignment in               
form satisfactory to our managers.                                              

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SUMMARY OF OPERATING AGREEMENT                

Your  rights as a member in AEI Fund 24 are established  and          
governed  by the operating agreement that is enclosed  with  this               
prospectus as Exhibit A. The subscription agreement that you must               
sign  to  invest  includes  a power of attorney  that  gives  our               
managers  the  power  to  sign the operating  agreement  on  your               
behalf.                                                                         

This  section of the prospectus, together with the  sections          
referenced  in  the next paragraph below, summaries  all  of  the               
material  provisions  of  the operating  agreement.  It  is  not,               
however,  as  complete or as detailed as the Operating  Agreement               
itself. You should carefully review the operating agreement  with               
your advisors.                                                                  

Some provisions of the Operating Agreement are described  in          
other sections of this prospectus:                                    

For  a  discussion  of  compensation  and  payments  to  our          
managers and their affiliates, see "Compensation to Managers          
and Affiliates."                                                      

For  a  discussion  of  the distribution  of  cash  and  the          
allocation of profits and losses for tax purposes, see "Cash          
Distributions and Tax Allocations."                                   

For  a discussion of investment objectives and policies, see          
"Investment Objectives and Policies."                                 

For  a discussion of the liability of our managers for their          
acts  or  omissions and the indemnification of the managers,          
see "Managers-Fiduciary Responsibility."                              

For  a discussion of rights of our managers to withdraw,  or          
of    or    investors   to   remove   a   manager   ,    see          
"Managers-Management."                                                

For  a  discussion  of the reports to  be  received  by  the          
investors, see "Reports to Investors."                                

TERM AND DISSOLUTION                                                            

Our operating agreement provides that we will be dissolved            
and liquidated at any of the following times or events:                         

December 31, 2051;                                                    

The decision of investors holding a majority of the units;            

The final sale or disposition of our assets;                          

[36]            

The final decree of a court that dissolution is required              
under law; or                                                         

If our managers withdraw without a successor either being             
appointed.                                                            

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RETURN OF CAPITAL                                                               

Prior to dissolution and liquidation, you will not have  the          
right  to  demand  the return of your investment  unless  we  are               
unable  to  fully  utilize  the  offering  proceeds,  either   by               
purchasing  properties  or  through  joint  ventures  with  other               
similar programs.                                                               

VOTING RIGHTS                                                                   

As  a limited member, you will have the right to vote on and          
approve the following matters:                                                  

Amendments to our operating agreement;                                

Removal of either or both of our managers;                            

Election of a new manager;                                            

The sale of all or substantially all of our assets; or                

Dissolution by our members.                                           

Changes in our investment objectives.                                 

Investors may vote at a meeting or by written consent. In  either               
case,  the  vote  of  the holders of the majority  of  the  units               
outstanding will decide each matter, except that any amendment to               
the  operating agreement that adversely effects our managers  may               
not be approved without their consent.                                          

MEETINGS                                                                        

Periodic meetings of our investors are not required  and  we          
currently  do  not  intend to hold meetings.  Our  managers  may,               
however,  call a meeting at any time and are required to  call  a               
meeting  if investors holding at least 10% of the units  properly               
request a meeting. After receipt of a request for a meeting,  our               
managers  are  required to send notice to all  investors  of  the               
meeting within 10 days and hold the meeting at the time requested               
(which must be more than 15 days and less than 60 days after  the               
request).                                                                       

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REPURCHASE OF UNITS                                                             

Starting  36  months after the date of this prospectus,  and          
subject   to  certain  conditions  discussed  in  the   operating               
agreement, we will repurchase an investor's unit(s) upon a proper               
written request. The repurchase price will be equal to 80% of the               
net  value  per  unit,  as estimated by our  manager.  For  these               
purposes,  our manager will base the net value per  unit  on  the               
discounted present value of the rental income from properties, on               
the most recent price at which units have been purchased by third               
parties, or such other method as it believes is reasonable.                     

Our managers will calculate and make available to you on  as          
soon as possible after first business day of January and July  of               
each  year  the  price  at  which  units  may  be  presented  for               
repurchase. Our obligation to repurchase units is limited in  any               
year to 2% of the number of units outstanding at the beginning of               
the year of repurchase.                                                         

You  will  be  allowed to present your units for  repurchase          
during two different periods in each year. If you want your units               
repurchased, you must submit notification of the number of  units               
you  want repurchased on a form provided by our manager. You must               
mail  the notice after January 1 but before January 31, or  after               
July 1 but before July 31 of the year of repurchase. If investors               
tender  units  totaling more than 2% of the units outstanding  at               
the  beginning  of the purchase period, we will honor  repurchase               
requests  with  the earliest postmarks first. We will  repurchase               
units  on  March 31 and September 30 of each year  based  on  the               
value at the beginning of the repurchase period. You will not  be               
entitled  to  distributions from the beginning of the  repurchase               
period  to  the  date  of  repurchase and any  distributions  you               
receive  will be deducted from the repurchase price that is  paid               

[37]            

to  you.  Any investor who tenders units that are not repurchased               
must re-tender the units in succeeding periods if he or she wants               
the request reconsidered.                                                       

We  are not obligated to repurchase any unit(s) if doing  so          
would,  in the discretion of our managers, impair our operations.               
We  will  fund  repurchases  out  of  either  revenues  otherwise               
distributable  to investors or borrowings. We cannot  assure  you               
that  revenues  or borrowings will be available for  repurchases,               
that  we  will  be  able to repurchase any or all  of  the  units               
tendered,  or  that our managers will not suspend repurchases.  A               
repurchase  will  result  in smaller distributions  to  remaining               
investors  in the year of repurchase, but will not  result  in  a               
reduction  of  taxable  income or gains  to  such  investors.  In               
addition,  a  repurchase  may  result  in  certain  adverse   tax               
consequences to the tendering investor.                                         

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DISTRIBUTION REINVESTMENT PLAN                                                  

We  have  established a distribution reinvestment  plan  for          
investors who elect in writing to have their distributions of our               
cash  reinvested in additional units during the  period  of  this               
offering.  Our managers, in their discretion, may decide  at  any               
time  to  terminate the reinvestment plan. Our reinvestment  plan               
allows participating investors to directly purchase units at  the               
public offering price of $1,000 per unit.                                       

No distributions accruing to an investor who participates in          
the  reinvestment plan prior to release of funds from escrow  and               
execution  of  the  operating agreement will be  reinvested.  All               
other distributions to participants in the reinvestment plan will               
be  reinvested within 30 days after the date of the distribution,               
provided that:                                                                  

the  sale  of units continues to be registered or  qualified          
for sale under federal and applicable state securities laws;          

each  participant  has  received  a  current  copy  of  this          
prospectus,  including any supplements, and has  executed  a          
confirmation within one year of such reinvestment indicating          
his  or  her intention to purchase units and that he or  she          
continues  to satisfy the investor suitability requirements;          
and                                                                   

there  has  been  no  distribution of sales  or  refinancing          
proceeds to investors.                                                

The  reinvestment  plan will terminate upon  completion  of  this               
offering.  If  one  of the requirements described  above  is  not               
satisfied,  distributions will be paid in  cash  to  participants               
rather than used in the reinvestment plan.                                      

If  you participate in the reinvestment plan you must  agree          
that,  if  you at any time fail to meet our suitability standards               
or  cannot  make the other investor representations contained  in               
our  current  prospectus,  the  subscription  agreement,  or  the               
operating agreement, you will promptly notify us in writing.                    

You should understand that affirmative action is required to          
change  or  withdraw  from the reinvestment plan.  Change  in  or               
withdrawal  from participation in the reinvestment plan  will  be               
effective  only  with  respect  to  distributions  made  30  days               
following receipt by our managers of written notice of change  or               
withdrawal.  In the event you transfers your units, the  transfer               
will terminate the your participation in the reinvestment plan as               
of  the  first  day  of  the quarter in  which  the  transfer  is               
effective.                                                                      

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We  will  pay  selling commissions of up  to  10%  on  units          
purchased  with  reinvested distributions. If you participate  in               
the  reinvestment plan you will be permitted to identify,  change               
or   eliminate   the  name  of  your  account  executive   at   a               
participating dealer for any distribution. If you do not identify               
an  account  executive,  or  if your  account  executive  is  not               
employed  by  a  broker-dealer  with  which  we  have  a   dealer               
agreement,  no selling commission will be paid on your reinvested               
distribution,  and  we will retain for additional  investment  in               
real  estate  any  amounts otherwise payable as commissions.  All               
holders of units, based on the number of units outstanding,  will               
receive the benefit of the savings we realize from investors  who               
do not identify account executives.                                             

We  will  not charge or offset any reinvestment fee  against          
any  reinvested  distributions under the reinvestment  plan.  The               
cost of administering the reinvestment plan will be considered an               
organization   and  offering  cost  and  the   actual   cost   of               

[38]            

administering  the  reinvestment plan may be  reimbursed  to  our               
managers in accordance with the limitations on reimbursements for               
organization and offering expenses.                                             

Following  each reinvestment, each participant in  the  plan          
will  be sent a statement showing the distributions received  and               
the  number and price of units issued to the participant. Taxable               
participants  will  incur tax liability for income  allocated  to               
them   even  though  they  have  elected  not  to  receive  their               
distributions  in  cash  but rather to have  their  distributions               
reinvested in the purchase of units.                                            

We reserve the right to amend any aspect of the reinvestment          
plan, or to terminate the reinvestment plan, with respect to  any               
distribution of cash flow subsequent to notice of such  amendment               
or  termination, provided that notice is sent to all participants               
in  the  plan at least 10 days prior to the record date  for  the               
distribution. Our managers also reserve the right to  assign  the               
administrative duties of the reinvestment plan to a  reinvestment               
agent  who  may  hold  units on behalf of  participants,  provide               
reports   to  participants,  and  satisfy  other  record  keeping               
requirements.                                                                   

Investors  may  also  be given the opportunity  to  reinvest          
distributions  from AEI Fund 24 in interests of a program  having               
substantially identical investment objectives as AEI Fund 24,  if               
affiliates  of our managers publicly offer the program  interests               
after  the  termination  of  the offering  of  units  under  this               
prospectus.  Investors would be allowed to reinvest distributions               
from  AEI  Fund 24 in a subsequent program only if  each  of  the               
following conditions are satisfied:                                             

the  subsequent  program  is registered  under  federal  and          
applicable state securities laws;                                     

the   subsequent   program   has   substantially   identical          
investment objectives;                                                

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reinvesting  investors  are afforded the  revocation  rights          
described above with respect to such reinvestments  and  the          
payment of commissions on such reinvestments; and                     

each participating investor receives the prospectus relating          
to  such  subsequent  program and satisfies  the  investment          
qualifications,  including minimum investment  requirements,          
for such subsequent offering.                                         

Our  managers are not obligated to continue the offering of units               
or  to  offer  units  in any subsequent real estate  programs  or               
permit reinvestment therein.                                                    

LIABILITIES OF INVESTORS                                                        

You  will not be liable for any of our obligations in excess          
of  the capital you agree to contribute by signing a subscription               
agreement,  plus  your share of undistributed  net  income.   If,               
however,  you  receive a return of your capital contribution  you               
will  be  liable,  for  a  period of  one  year  if  the  capital               
contribution  was returned, for any obligations to creditors  who               
extended  credit,  or  whose claims arose,  before  your  capital               
contribution  was  returned, but not in excess  of  the  returned               
capital  contribution with interest, necessary to  discharge  the               
liabilities.  You  will not have the right to a  return  of  your               
capital  contributions except in accordance with the distribution               
and repurchase provisions of our operating agreement.                           

RIGHTS, POWER AND DUTIES OF THE MANAGERS                                        

Our  managers  will have the exclusive right to  manage  our          
business.  Our  managers will be responsible for  the  selection,               
acquisition, sale, refinancing and leasing of all our properties.               
The rights, powers and duties of our managers may be delegated or               
contracted  to  an affiliate of the managers at  cost.  AEI  Fund               
Management XXI, Inc. will initially serve as our manager.                       

SUBSTITUTED INVESTORS; ASSIGNEES                                                

You  will  not have the right to substitute an  investor  in          
your  place  unless  you have represented to  us  that  you  have               
received information necessary to make a decision to assign  your               
units,  including  information about the most  recent  repurchase               

[39]            

price  units, and unless the substituted investor has  agreed  in               
the  instrument of assignment to become an investor, has paid all               
expenses  in connection with admission as a substituted investor.               
An  assignee who does not become a substitute investor will  only               
have  the right to receive the distributions from AEI Fund 24  to               
which the assigning investor would have been entitled if no  such               
assignment  had  been made. The assignee will have  no  right  to               
require  any  information or account from us or  to  inspect  our               
books.                                                                          

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APPOINTMENT OF MANAGERS AS ATTORNEYS-IN-FACT                                    

By  signing the subscription agreement, you will irrevocably          
constitute  and  appoint  our managers as your  attorney-in-fact,               
with  power  to  execute documents necessary  to  carry  out  the               
provisions of our operating agreement.                                          

"ROLL-UPS"                                                                      

Our  operating  agreement prohibits  transactions  in  which          
units  are  required  to be exchanged for securities  of  another               
entity  (as  defined in the operating agreement as  a  "roll-up")               
unless  certain  rights of the investors are  maintained  in  the               
resulting  entity  and  unless a vote  of  the  majority  of  our               
investors is obtained. The operating agreement defines a  roll-up               
to   include  certain  transactions  involving  the  acquisition,               
merger,   conversion,  or  consolidation,  either   directly   or               
indirectly,  of  AEI Fund 24 and the issuance of securities  from               
another entity. This definition comports with requirements  under               
certain   state   securities  laws  but  differs  slightly   from               
definitions  used  by  the  SEC and may differ  from  definitions               
contained in rules or legislation promulgated in the future.  The               
determination  of  whether a transaction  constitutes  a  roll-up               
will, in the first instance, be made by our managers.                           

Our operating agreement provides, in material part, that  we          
may not participate in any roll-up that would:                                  

reduce the democracy rights of our investors;                         

impede  the  ability of the equity owners of  the  resulting          
entity to purchase the securities of that entity;                     

limit the voting rights of our investors as equity owners of          
the resulting entity;                                                 

limit  rights to access to records of the resulting  entity;          
or                                                                    

provide, without the consent of investors, that the costs of          
the roll-up are to be borne by AEI Fund 24.                           

Further, our operating agreement requires that we obtain  an          
appraisal by a competent independent expert of our assets,  based               
on  all available information and assuming an orderly liquidation               
of  our  assets, in connection with any roll-up that we summarize               
for  investors.  If  the  appraisal  is  included  in  a  roll-up               
prospectus, it must be filed with securities authorities  and  we               
will  have liability for misrepresentations or omissions that  it               
contains.                                                                       

A  roll-up requires the vote of holders of not less  than  a          
majority of the units. Our operating agreement provides  that  an               
investor  who votes against the roll-up must be given the  option               
of  accepting  securities in the resulting  entity  or  accepting               
either  cash  for the investor's units at the pro rata  appraised               
value  of  our  assets  or the ability to retain  the  investor's               
interest  in  AEI  Fund 24 on the same terms  and  conditions  as               
existed previously.                                                             

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REPORTS TO INVESTORS                

Our  books  and records will be maintained at our  principal          
offices  and will be open for examination and inspection  by  our               
investors  during reasonable business hours. We  will  furnish  a               
list of names and addresses and number of units held by investors               
to  any  investor who requests the list in writing for  a  proper               
purpose,  with costs of photocopying and postage to be  borne  by               
the  requesting  investor. The assignee of an investor  does  not               
have  a  right  to  receive any reports unless  the  assignee  is               
admitted  as a substitute member in accordance with our operating               
agreement.                                                                      

[40]              

Within 75 days after the close of each taxable year, we will          
distribute both to investors and assignees of investor  interests               
who  held the assignment interest during the relevant tax period,               
all information relating to AEI Fund 24, consisting of a Form K-1               
report,  that  is necessary for the preparation of their  federal               
income  tax  returns.                                                           

Within  120 days after the end of each fiscal year, we  will          
also  distribute  to  you an annual report containing  a  balance               
sheet  and  statements of operations, changes in members'  equity               
and  cash  flows  (which will be prepared  on  a  GAAP  basis  of               
accounting  and  will  be  examined  and  reported  upon  by   an               
independent  public accountant) and a report  of  our  activities               
during  the period reported upon. The annual report will describe               
all  reimbursements to our managers and their affiliates and  all               
distributions to investors, including the source of the payments.               
The annual report will also include our manager's estimate of the               
value of a unit in the Company, a statement of the method used to               
develop this estimated value, and the date of the data used to                  
develop the estimated value.                                                    

Within  60 days after the end of each quarter, we will  also          
distribute to you a report containing a condensed balance  sheet,               
condensed  statements  of  operation, and  a  related  cash  flow               
statement, together with a detailed statement describing all real               
properties acquired (including the geographic locale and the plan               
of  operation,  the appraised value and purchase  price  and  all               
other  material  information), setting forth all  fees,  if  any,               
received  by our managers or their affiliates and describing  the               
services rendered for these fees.                                               

Our  managers  intend to make all of the  foregoing  reports          
available  electronically, and to allow  delivery  to  an  e-mail               
address  or  through  access at one of the manager's  web  sites.               
Because  electronic  delivery is expected  to  save  considerable               
printing and mailing costs, all investors who have the ability to               
accept  electronic delivery are urged to complete the portion  of               
the  subscription agreement that provides written consent to this               
form of delivery.                                                               

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Finally,  when and if required by applicable SEC  rules,  we          
will  make  available to investors, upon request, the information               
set  forth in SEC Form 10-QSB within 45 days after the  close  of               
each  quarter and SEC Form 10-KSB within 90 days after the  close               
of  each fiscal year. Our managers are permitted to combine  such               
reports so long as they are distributed in a timely manner.                     

PLAN OF DISTRIBUTION                

We are offering, through AEI Securities, as the manager of a          
syndicate of broker-dealers that will solicit purchase of  units,               
$50,000,000  of  our limited liability company interests  in  the               
form  of 50,000 units of $1,000 each. You must purchase a minimum               
of  two  and one-half units ($2,500) to invest, except that  IRAs               
and  other tax-qualified plans will be permitted to purchase  two               
units ($2,000). The offering period will commence on the date  of               
this  prospectus.  We will not sell any units unless  we  receive               
subscriptions for at least 1,500 within one year after  the  date               
of this prospectus.                                                             

To  invest,  you will be required to accept  and  adopt  the          
provisions of the operating agreement attached to this prospectus               
as  Exhibit A and to complete and sign the subscription agreement               
attached  as  Exhibit  D. At the time you submit  a  subscription               
agreement, you must submit a check for $1,000 for each  Unit  you               
are  purchasing.  Checks  should be  made  payable  to  "Fidelity               
Bank-AEI Fund 24 Escrow."  We will sell units to you only if  you               
represent  in writing that, at the time you sign the subscription               
agreement, you meet the suitability requirements described  under               
"How to Invest" above.                                                          

We  will  deposit  all funds received from investors  in  an          
escrow  account  with the Fidelity Bank, Edina,  Minnesota  until               
$1,500,000  has  been deposited. Purchases by  our  managers  and               
their affiliates will not be counted for purposes of meeting this               
minimum. If the required $1,500,000 has not been deposited within               
one  year  after  the date of this prospectus, all  subscriptions               
will  be  canceled  and  all funds will be promptly  returned  to               
investors  with interest and without any deduction.  An  investor               
may  not withdraw his funds from the escrow account. When we have               
received  subscriptions  for the minimum  number  of  units,  our               

[41]              

managers  may  remove funds from escrow and instruct  the  escrow               
agent  to  pay  accrued selling commissions. After  this  initial               
release  from  escrow,  the  escrow account  will  convert  to  a               
convenience clearing account for our use.                                       

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Upon  admission  to AEI Fund 24, you will receive  your  pro          
rata share of any interest earned on escrowed funds based on  the               
date  of deposit of your subscription payment. Escrow funds  will               
be  invested in insured deposits with a financial institution and               
will  earn interest at short-term deposit rates. Following  first               
admission, we will admit additional investors as limited  members               
on  or  before  the first business day of each  month  until  the               
termination of the offering. Only subscribers whose subscriptions               
have been received and accepted at least five business days prior               
to  each  admittance date will be admitted as limited members  on               
such date.                                                                      

Our   managers  have  complete  discretion  to  reject   any          
subscription  agreement within 30 days of its  submission.  Funds               
from  a rejected subscriber will be returned within 10 days after               
rejection.  Subscriptions  may  be  rejected  for  an  investor's               
failure   to   meet  the  suitability  requirements,   an   over-               
subscription of the offering, or for other reasons determined  to               
be  in  the best interest of AEI Fund 24. Our managers and  their               
affiliates  may purchase units, without limitation, on  the  same               
terms  as  other  investors.  Any purchase  by  the  managers  or               
affiliates will be for investment and not for redistribution.                   

AEI Securities, and other broker-dealers that are members of          
the  NASD  as "participating dealers," have agreed to  use  their               
"best  efforts"  to sell the units. None of these  broker-dealers               
are obligated to purchase units and resell them or to sell any or               
all  of  the  units. Participating dealers in the  offering  will               
offer  and  sell  units on the same terms and conditions  as  AEI               
Securities. We will pay AEI Securities selling commissions and  a               
non-accountable  expense  allowance totaling  10%  of  the  gross               
proceeds  from the sale of units, all or a portion  of  which  it               
will  repay  to  participating dealers. AEI Securities  may  also               
receive  up to one-half of 1% of the gross offering proceeds  for               
the  reimbursement of due diligence expenses of the participating               
dealers,  all  of which will be repaid by AEI Securities  to  the               
participating dealers.  We will not pay any other incentive fees,               
wholesaling costs  or  other  expense reimbursement or commission               
for sales efforts.                                                              

We   will   indemnify  the  broker-dealers   that   act   as          
participating  dealers  and  their controlling  persons,  against               
certain  liabilities, including liabilities under the  Securities               
Act of 1933. As of the date of this prospectus, no broker-dealers               
have  entered into a Participating Dealer Agreement. We will also               
reimburse our managers for certain expenses incurred by  them  in               
connection   with   the  supervision  and   monitoring   of   the               
organizational and pre-sale activities of AEI Fund 24.                          

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SALES MATERIALS               

Sales  material may be used in connection with this offering          
only  when  accompanied  or preceded  by  the  delivery  of  this               
prospectus.  The  sales  materials that may  be  disseminated  to               
prospective   investors   include  a   brochure,   video,   slide               
presentation  and  transmittal letter prepared  by  our  managers               
describing  AEI Fund 24 and our proposed operations.  In  certain               
states,  all  sales  materials may not be available.  Except  for               
these materials, sales materials have not been authorized for use               
by our managers and should be disregarded.                                      

This  offering  is  made only by means of  this  prospectus.          
Although  the  information contained in  the  supplemental  sales               
material does not conflict with the information contained in this               
prospectus,  such sales material does not purport to be  complete               
and  should  not  be  considered part of this  prospectus  or  as               
forming the basis of the offering of the units.                                 

LEGAL PROCEEDINGS               

Neither  AEI  Fund 24 nor the managers are  parties  to  any          
pending  legal  proceedings that are material  to  AEI  Fund  24.               
Neither AEI Fund Management XXI, Inc. nor Robert P. Johnson,  who               
is  the  general  partner  of other investment  programs,  is  an               
adverse  party in any legal proceedings with limited partners  in               
such other limited partnerships.                                                

[42]            

EXPERTS                     

The  balance sheets of AEI Income & Growth Fund 24  LLC,  as          
of December 31, 2000, and AEI  Fund  Management  XXI,  Inc. as of               
December 31, 2000  and   December 31, 1999, included   in    this               
Prospectus have been examined by Boulay, Heutmaker, Zibell & Co.,               
P.L.L.P., independent public accountants, as  indicated  in their               
report with respect thereto, and are included  herein in reliance               
on the authority of said firm as experts in giving  such report.                

The  statements concerning federal taxes under the  headings          
"Income   Tax   Aspects"   and   "Risks   and   Other   Important               
Factors-Federal Income Tax Risks" have been reviewed by Dorsey  &               
Whitney  LLP,  counsel for our managers, and have  been  included               
herein, to the extent they constitute matters of law, in reliance               
upon  the  authority  of  said firm as experts  thereon.  Counsel               
believes  that such material constitutes a full and fair  general               
disclosure  of  the  material  tax  risks  associated   with   an               
investment in the units.                                                        

LEGAL OPINION               

The  legality of the units will be passed upon for AEI  Fund          
24 by counsel our managers, Dorsey & Whitney LLP.                               

[43]              

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INDEPENDENT AUDITOR'S REPORT                

To the Members                                                                  
AEI Income & Growth Fund 24 LLC                                                 
St. Paul, Minnesota                                                             

We  have  audited  the  accompanying  balance  sheet  of AEI          
Income &   Growth  Fund  24 LLC as of   December 31, 2000.   This               
financial  statement  is the   responsibility  of  the  Company's               
management.  Our  responsibility is to express an opinion on this               
financial statement based on our audit.                                         

We conducted our audit in accordance with generally accepted          
auditing standards.  Those standards require that  we  plan   and               
perform  the  audit to obtain reasonable assurance about  whether               
the  balance  sheet is free of material misstatement.   An  audit               
includes  examining,  on  a test basis, evidence  supporting  the               
amounts  and  disclosures in the balance sheet.   An  audit  also               
includes assessing the accounting principles used and significant               
estimates  made by management, as well as evaluating the  overall               
financial statement presentation.  We believe that our  audit  of               
the balance sheet provides a reasonable basis for  our   opinion.               

In our opinion, the balance sheet referred to above presents          
fairly, in all material respects, the financial position   of AEI               
Income & Growth Fund 24 LLC as of December 31, 2000 in conformity               
with generally accepted accounting principles.                                  

                 /s/BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
                    Boulay, Heutmaker, Zibell & Co. P.L.L.P.
        Certified Public Accountants

Minneapolis, Minnesota                                                          
April 9, 2001                                                                   

[44]              

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AEI INCOME & GROWTH FUND 24 LLC               

BALANCE SHEET               

December 31, 2000               

ASSETS                

Cash                                           $ 1,000                      
                           =======

LIABILITIES AND MEMBERS' EQUITY                 

MEMBERS' EQUITY:                                                                
Managing Members' Equity                         1,000                      
                           -------
Total Liabilities and Members' Equity    $ 1,000                
                           =======

The accompanying Notes to the Balance Sheet are an integral                     
part of this statement.                                                     

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[45]              

AEI INCOME & GROWTH FUND 24 LLC               

NOTES TO THE BALANCE SHEET                

DECEMBER 31, 2000                 

(1)Summary of Organization and Significant Accounting Policies -                

Organization                                                              

AEI  Income & Growth Fund 24 LLC (the LLC),  a  Limited               
Liability Company, commenced operations on  December 7,               
2000  to  acquire  and lease commercial  properties  to               
operating tenants.  The LLC's operations are managed by               
AEI Fund Management XXI, Inc. (AFM), the Manager of the               
LLC.    Robert  P.  Johnson,  the  President  and  sole               
shareholder  of  AFM,  serves as the  Special  Managing               
Member of the LLC.  The LLC has elected December 31 for               
its fiscal year end.  The Membership Agreement provides               
that the entity is to expire in the year 2051.                        

The terms of the offering call for a subscription price               
of  $1,000 per LLC Unit, payable on acceptance  of  the               
offer.  The LLC has not yet sold any Units.                           

Under  the   terms   of   the   Operating    Agreement,               
50,000  LLC Units are available for subscription which,               
if fully subscribed, will result in contributed Limited               
Members'  capital of $50,000,000.  The  agreement  sets               
forth the methods for allocation of Net Cash Flow,  Net               
Proceeds of Sale and profits, losses and other items.                 

Operations                                                                

In  the interim period since inception, the LLC did not               
engage  in any operations or incur any expenses  except               
for   banking   fees  and  a  minor   management   fee.               
Accordingly, a Statement of Income, Statement  of  Cash               
Flows and Statement of Changes in Members' Capital  are               
not presented.                                                        

Accounting Estimates                                                      

Management uses estimates and assumptions in  preparing               
the balance sheet in accordance with generally accepted               
accounting principles.  Those estimates and assumptions               
affect the reported amounts of assets, liabilities  and               
equity.    Actual  results  could  differ  from   those               
estimates.                                                            

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(2) Income Taxes -                                                            

The  income  or  loss of the LLC for federal  income  tax                 
reporting  purposes  is  includable  in  the  income  tax                 
returns of the members.  Accordingly, no recognition  has                 
been  given  to income taxes in the accompanying  balance                 
sheet.                                                                    

The  tax return, the qualification of the LLC as such for                 
tax  purposes, and the amount of distributable LLC income                 
or  loss are subject to examination by federal and  state                 
taxing  authorities.  If such an examination  results  in                 
changes  with  respect  to the LLC  qualification  or  in                 
changes  to distributable LLC income or loss, the taxable                 
income of the members would be adjusted accordingly.                      

(3)  Fair Value of Financial Instruments -                                      

The  carrying  value  of certain assets  and  liabilities                 
approximate fair value.                                                   

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AEI INCOME & GROWTH FUND 24 LLC               

BALANCE SHEET               

March 31, 2001                

Unaudited               

ASSETS                

Cash                                               $  1,018                     
                                ========

LIABILITIES AND MEMBERS' EQUITY               

MEMBERS' EQUITY:                                                                
Managing Members' Equity                         $  1,018                   
                                --------
Total Liabilities and Members' Equity        $  1,018               
                                ========

The accompanying Notes to the Financial Statements are an               
integral part of this statement.                

[48]                

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AEI INCOME & GROWTH FUND 24 LLC               

STATEMENT OF INCOME               

FOR THE PERIOD ENDED MARCH 31, 2001               

(Unaudited)               

INCOME:                                                                         
Interest                                        $     18                  
                                --------
NET INCOME                                         $     18                     
                                ========

NET INCOME ALLOCATED:                                                           
Managing Members                                $     18                  
                                ========

The accompanying Notes to Financial Statements are an integral                
part of this statement.               

[49]            

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AEI INCOME & GROWTH FUND 24 LLC               

STATEMENT OF CASH FLOWS               

FOR THE PERIOD ENDED MARCH 31, 2001               

(Unaudited)               

CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net  Income                                      $    18                

CASH AND CASH EQUIVALENTS, beginning of period         1,000                    
                                    --------
CASH AND CASH EQUIVALENTS, end of period             $ 1,018                    
                                    ========

The accompanying Notes to Financial Statements are an integral                
part of this statement.               

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AEI INCOME & GROWTH FUND 24 LLC               

STATEMENT OF CHANGES IN MEMBERS' EQUITY               

FOR THE PERIOD ENDED MARCH 31, 2001               

(Unaudited)               

Managing    Limited   
       Members     Members     Total

BALANCE, December 31, 2000  $ 1,000     $     0     $ 1,000                     

Net Income                     18           0          18                   
         -------     -------     -------
BALANCE, March 31, 2001     $ 1,018     $     0     $ 1,018                     
         =======     =======     =======

The accompanying Notes to Financial Statements are an integral                
part of this statement.               

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AEI INCOME & GROWTH FUND 24 LLC               

NOTES TO THE FINANCIAL STATEMENTS               

MARCH 31, 2001                

Unaudited                 

(1)Summary  of Organization and Significant Accounting Policies -               

Organization                                                              

AEI  Income  &  Growth  Fund 24 LLC  (the  LLC),  a  Limited          
Liability Company, commenced operations on December 7,  2000          
to  acquire  and  lease commercial properties  to  operating          
tenants.   The  LLC's  operations are managed  by  AEI  Fund          
Management XXI, Inc. (AFM), the Manager of the LLC.   Robert          
P.  Johnson,  the  President and sole  shareholder  of  AFM,          
serves  as the Special Managing Member of the LLC.  The  LLC          
has  elected  December  31 for its  fiscal  year  end.   The          
Membership Agreement provides that the entity is  to  expire          
in the year 2051.                                                     

The  terms of the offering call for a subscription price  of          
$1,000  per  LLC Unit, payable on acceptance of  the  offer.          
The  LLC has not yet sold any Units.  Under the terms of the          
Operating  Agreement,  50,000 LLC Units  are  available  for          
subscription  which,  if fully subscribed,  will  result  in          
contributed  Limited Members' capital of  $50,000,000.   The          
agreement sets forth the methods for allocation of Net  Cash          
Flow,  Net  Proceeds of Sale and profits, losses  and  other          
items.                                                                

Operations                                                                

In  the  interim  period since inception, the  LLC  did  not          
engage  in  any  operations and its  only  income  has  been          
interest   earned   on   the   Managing   Members'   capital          
contribution.                                                         

Accounting Estimates                                                      

Management  uses estimates and assumptions in preparing  the          
financial  statements in accordance with generally  accepted          
accounting  principles.   Those  estimates  and  assumptions          
affect  the  reported  amounts of  assets,  liabilities  and          
equity.  Actual results could differ from those estimates.            

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(2)Income Taxes -                                                               

The  income  or  loss  of  the  LLC  for  federal  income  tax        
reporting purposes is includable in the income tax returns  of        
the  members.  Accordingly, no recognition has been  given  to        
income taxes in the accompanying financial statements.                

The  tax return, the qualification of the LLC as such for  tax        
purposes, and the amount of distributable LLC income  or  loss        
are  subject  to  examination  by  federal  and  state  taxing        
authorities.   If such an examination results in changes  with        
respect   to   the  LLC  qualification  or   in   changes   to        
distributable  LLC income or loss, the taxable income  of  the        
members would be adjusted accordingly.                                

(3)Fair Value of Financial Instruments -                                        

The carrying value of certain assets approximate fair value.          

[52]              

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REPORT OF INDEPENDENT AUDITORS                

Board of Directors                                                              
AEI Fund Management XXI, Inc.                                                   
Saint Paul, Minnesota                                                           

We  have audited the accompanying balance sheet of AEI Fund         
Management  XXI,  Inc. as of December 31, 2000 and  December  31,               
1999.   This  financial  statement is the responsibility  of  the               
Company's  management.   Our  responsibility  is  to  express  an               
opinion on this financial statement based on our audits.                        

We  conducted  our  audits  in  accordance  with   auditing         
standards generally accepted in the  United  States  of  America.               
Those  standards  require  that  we plan and perform the audit to               
obtain  reasonable assurance  about whether  the balance sheet is               
free of material misstatement.  An audit includes examining, on a               
test basis, evidence supporting the amounts and disclosures in the              
balance sheet.  An audit also includes  assessing  the accounting               
principles used and significant estimates  made by management, as               
well as evaluating the  overall balance  sheet  presentation.  We               
believe that our audits of the balanace sheet provide a reasonable              
basis for our opinion.                                                          

In our opinion, the balance sheet referred to above presents          
fairly, in all material respects, the financial position  of  AEI               
Fund   Management  XXI,  Inc.  as  of  December  31,   2000   and               
December 31,  1999,  in  conformity  with  accounting  principles               
generally accepted in the United States of America.                             

           /s/ BOULAY, HEUTMAKER, ZIBELL & CO., P.L.L.P.
               Boulay, Heutmaker, Zibell & Co., P.L.L.P.
  Certified Public Accountants

Minneapolis, Minnesota                                                          
January 25, 2001                                                                

[53]              

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AEI FUND MANAGEMENT XXI, INC.               

BALANCE SHEET               

ASSETS                

                                       December 31,     December 31,
                                     2000             1999

CURRENT ASSETS:                                                                 
Cash and Cash Equivalents                 $   64,677       $   31,851     
Partnership Distributions Receivable          11,134            8,115     
Receivable from AEI Fund Management, Inc.        215              239     
                                       ----------       ----------
Total Current Assets                 $   76,026       $   40,205
                                       ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY  

NONCURRENT LIABILITIES:                                                         
Deficit in Real Estate Investments        $   33,787       $   27,119     

STOCKHOLDER'S EQUITY:                                                           
Common Stock, Par Value $.01 Per Share,                                   
1,000 Shares Issued                              10               10    
Additional Paid-in Capital                       990              990     
Retained Earnings                             41,239           12,086     
                                       ----------       ----------
Total Stockholder's Equity               42,239           13,086
                                       ----------       ----------

Total Liabilities and                                 
          Stockholder's Equity        $   76,026       $    40,205
                                       ==========       ==========

The accompanying notes to Balance Sheet are an integral part of               
this statement.               

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AEI FUND MANAGEMENT XXI, INC.               

NOTES TO BALANCE SHEET                

DECEMBER 31, 2000 AND 1999                

(1)  Summary of Organization and Significant Accounting Policies -              

Organization                                                              

AEI  Fund  Management XXI, Inc. (Company)  is  the  Managing          
General  Partner  of AEI Income & Growth  Fund  XXI  Limited          
Partnership  (Fund XXI), and AEI Income & Growth  Fund  XXII          
Limited  Partnership  (Fund  XXII).   The  Company  is   the          
Managing Member of AEI Income & Growth Fund 23 LLC (Fund 23)          
and  AEI  Income & Growth Fund 24 LLC (Fund 24),  which  was          
formed  in  December, 2000.  At December 31, 2000 and  1999,          
the Company owned 22 Limited Partnership Units of Fund XXII.          
Investors in Fund XXI, Fund XXII, Fund 23 and Fund  24  have          
no interest in the assets or operations of the Company.               

Financial Statement Presentation                                          

The  Company   accounts  for  its   realestate   investments          
under  the equity method of accounting.  The Company's major          
source  of  revenue is its share of distributions  allocated          
under  the  terms  of the  Limited  Partnership or Liability          
Company Agreements.   The combined assets, revenues and  net          
income for the above referenced entities  was   $40,028,265,          
$3,528,164   and   $2,604,620  for  2000  and   $33,977,791,          
$2,901,829 and $2,171,371 for 1999.  The Company's share  of          
income  (loss) ranges from 1% to 2%.  At December  31,  2000          
and  December 31, 1999, the Company has accumulated deficits          
of $33,787 and $27,119, respectively. The  Company would  be          
responsible to fund a deficiency in its capital account,  as          
defined by agreement,if the realestate investment terminates.         

Accounting Estimates                                                      

Management uses estimates and assumptions in preparing  this          
balance   sheet   in  accordance  with  generally   accepted          
accounting  principles.   Those  estimates  and  assumptions          
affect  the  reported  amounts of  assets,  liabilities  and          
stockholder's  equity.   Actual results  could  differ  from          
those estimates.                                                      

Cash Equivalents                                                          

The  Company  considers all highly liquid  debt  instruments          
purchased with a maturity of three months or less to be cash          
equivalents.                                                          

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(2)  Receivable from AEI Fund Management, Inc. -                                

AEI  Fund  Management, Inc. performs the administrative  and          
operating functions of the Company.  The receivable from AEI          
Fund  Management, Inc. represents the balance due for  those          
services.  The balance is non-interest bearing and unsecured          
and is to be paid in the normal course of business.                   

(3)  Income Taxes -                                                             

The  Company elected S-Corporation status.  As a result, the          
income  of  the  Company for Federal and  State  income  tax          
reporting purposes is includable in the income tax return of          
the  sole  stockholder.  Accordingly, there is no  provision          
for income taxes.                                                     

[55]              

EXHIBIT A             

OPERATING AGREEMENT             
OF              
AEI INCOME & GROWTH FUND 24 LLC             

TABLE OF CONTENTS             

Article                                               Page              

I.   Formation of Limited Liability Company          A-1            

II.  Definitions                                     A-1            

III. Purpose and Character of Business               A-6            

IV.  Capital                                         A-6            

V.   Allocation of Profits, Gains and                               
Losses; Distributions to Members                A-9       

VI.  Rights, Powers and Duties of Managing Members   A-12           

VII. Provisions Applicable to Limited Members        A-19           

VIII.Books of Account; Reports and Fiscal Matters    A-21           

IX.  Assignment of Limited Member's Interest         A-24           

X.   Death Withdrawal, Expulsion and Replacement                    
of the Managing Members                         A-26      

XI.  Amendment of Agreement and Meetings             A-27           

XII. Dissolution and Liquidation                     A-28           

XIII.Miscellaneous Provisions                        A-29           

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OPERATING AGREEMENT                   
OF                    
AEI INCOME & GROWTH FUND 24 LLC                   

THIS  OPERATING  AGREEMENT  is  entered  into  as  of  this     
day  of               , 2001 by and among AEI Fund Management  XXI,             
Inc.  (the "Managing Member"), a Minnesota corporation, Robert   P.             
Johnson  (the  "Special Managing Member"), and  all  other  parties             
comprising  the  Limited Members, who shall execute this  agreement             
and whose addresses appear at the end of this agreement.                        

I.  FORMATION OF THE LIMITED LIABILITY COMPANY                

The  parties  hereto do hereby confirm the  formation  of  a      
limited   liability  company  (the  "Company")  pursuant   to   the             
provisions  of  the  Delaware Limited Liability  Company  Act  (the             
"Act")   by   the   filing  of  a  Certificate  of   Formation   on             
November 21, 2000  and  agree that the Company shall be governed by             
the terms of  this agreement.   The  parties  agree that they shall             
promptly  file  any amended  certificates  of formation that may be             
required  in  the appropriate office  in the State of Delaware  and             
in  such  other  offices  as  may be required, and that the parties             
shall comply  with  the  other  provisions  and requirements of the             
Limited  Liability Company  Act as in effect in Delaware, which Act             
shall govern the rights and  liabilities  of  the  Members,  except             
as  herein  or otherwise expressly stated.                                      

1.1   NAME.  The business of the Company is conducted  under      
the firm name and style of:  AEI INCOME & GROWTH FUND 24 LLC.                   

1.2 AGENT FOR SERVICE.  The agent for service of process  is      
The  Corporation  Trust  Company. The location  of  the  agent  for             
service of process of the Company shall be at The Corporation Trust             
Company,  Corporation Trust Center, 1209 Orange Street, Wilmington,             
New Castle County, Delaware 19801.                                              

1.3  PRINCIPAL PLACE OF BUSINESS /NAMES AND ADDRESSES.   The      
location  of the principal place of business, principal office  and             
agent for service of process of the Company shall be at the offices             
of  the Managing Member, 1300 Minnesota World Trade Center, 30 East             
Seventh  Street, Saint Paul, Minnesota 55101. The Company may  also             
maintain  offices at such other place of business as  the  Managing             
Member may from time to time determine. The name and address of the             
Managing  Member is AEI Fund Management XXI, Inc.,  1300  Minnesota             
World  Trade Center, 30 East Seventh Street, Saint Paul,  Minnesota             
55101.  The  name  and address of the Special  Managing  Member  is             
Robert  P.  Johnson,  1300 Minnesota World Trade  Center,  30  East             
Seventh  Street,  Saint  Paul,  Minnesota  55101.  The  names   and             
addresses of the Limited Members are set forth on Schedule A at the             
end of this agreement.                                                          

1.4   TERM.  The Company shall commence business on the date      
hereof,  and  shall  continue  until  December   31,  2051,  unless             
dissolved,  terminated  and  liquidated  prior  thereto  under  the             
provisions of Article XIII.                                                     

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II.  DEFINITIONS              

As used in this agreement, the following terms shall have the       
following meanings:                                                             

2.1  "Acquisition Expenses" means expenses including, but not       
limited  to,  legal  fees  and expenses, travel  and  communication             
expenses,  costs of appraisals, non-refundable option  payments  on             
properties  not  acquired,  accounting  fees  and  expenses,  title             
insurance  and  miscellaneous expenses  related  to  selection  and             
acquisition of properties, whether or not acquired.                             

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2.2   "Acquisition Fees" means the total  of  all  fees  and      
commissions  paid  by  any  party  in  connection  with  making  or             
investing  in  mortgage  loans  or  the  purchase,  development  or             
construction  of Properties, whether designated as  a  real  estate             
commission  relating to the purchase of Properties, Selection  Fee,             
Development  Fee,  Construction Fee, nonrecurring  management  fee,             
loan fees or points paid by borrowers to the Managing Member if the             
Company  invests in mortgage loans, or any fee of a similar nature,             
however  designated  or  however  treated  for  tax  or  accounting             
purposes. Acquisition Fees shall not include Development  Fees  and             
Construction  Fees paid to any person or entity not  Affiliates  of             
the  Managing Members in connection with the actual development and             
construction of a project.                                                      

2.3   "Adjusted Capital Contributions" means  the  aggregate      
original  capital  contribution of a Limited Member  reduced,  from             
time  to  time, by (i) any return of capital contributions pursuant             
to  Section   4.5, and (ii) to the extent the Company  has  paid  a             
cumulative  (but  not compounded) 6% per annum return  on  Adjusted             
Capital  Contributions, by total cash distributed from Net Proceeds             
of  Sale with respect to the Units; and increased from time to time             
by  the  product  of (i) the Adjusted Capital Contribution  of  any             
Limited  Member whose Units are repurchased and (ii) the  ratio  of             
each   remaining  Limited  Member's  Units  to  the   total   Units             
outstanding  after such repurchase. Adjusted Capital  Contributions             
shall not be reduced by distributions of Net Cash Flow.                         

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2.4 "Administrative Expenses" means expenses incurred by the      
Managing Members and their Affiliates during the operation  of  the             
Company  directly attributable to rendering the following  services             
to  the  Company:  (i) administering the Company (including  agency             
type  services, member relations and communications, financial  and             
tax  reporting,  accounting and payment  of  accounts,  payment  of             
distributions, payment of unit redemptions, staffing and processing             
other  investor  requests);  (ii)  property  management  (including             
collecting,   depositing  and  monitoring   rental   payments   and             
penalties,  monitoring  compliance  with  leases,  monitoring   the             
maintenance of property and liability insurance and the payment  of             
taxes,  maintenance of lease insurance (if applicable),  monitoring             
and  negotiating  other  forms  of tenant  security  and  financial             
condition,  ongoing  site  inspections  and  property  reviews  and             
reviewing  tenant  reports);   (iii)  property  and  lease  workout             
(including  enforcing  lease provisions in  default,  filing  lease             
insurance  claims,  enforcing  guarantees,  collecting  letters  of             
credit or foreclosing other collateral, if applicable, eviction  of             
tenants in default, re-leasing of properties, and monitoring tenant             
disputes   and   foreclosures);   (iv)   property   financing   and             
refinancing;   and   (v)   Company  dissolution   and   liquidation             
(accounting, final payment to creditors, administrative filings and             
other costs).                                                                   

2.5  "Affiliate" means (i) any person directly or indirectly      
controlling,  controlled by or under common  control  with  another             
person,  (ii) any person owning or controlling 10% or more  of  the             
outstanding  voting  securities of such  other  person,  (iii)  any             
officer, director or partner of such person and (iv) if such  other             
person  is  an officer, director or partner, any such  company  for             
which such person acts in such capacity.                                        

2.6  "Competitive Real Estate Commissions" means real estate      
or  brokerage  commissions  paid for the  purchase  or  sale  of  a             
Property that are reasonable, customary and competitive in light of             
the  size, type and location of such Property and which do not,  in             
any  event,  exceed 6% of the contract price for the sale  of  such             
Property.                                                                       

2.7    "Construction Fee" means a fee or other  remuneration      
for  acting  as general contractor and/or construction  manager  to             
construct  improvements, supervise and coordinate  projects  or  to             
provide Major Repairs or Rehabilitation of Company Property.                    

2.8    "Cost"  means,  when used with  respect  to  services      
furnished  by the Managing Members or their Affiliates  to,  or  on             
behalf  of,  the  Company, the lesser of (i)  the  actual  expenses             
incurred  by  such  Managing Members and  Affiliates  in  providing             
services  necessary  to  the  prudent  operation  of  the  Company,             

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including  salaries  and  expenses  paid  to  officers,  directors,             
employees  and  consultants, depreciation and amortization,  office             
rent, travel and communication expenses, employee benefit expenses,             
supplies and other overhead expenses directly attributable  to  the             
furnishing  of  such  services; or (ii) the  price  that  would  be             
charged by unaffiliated parties rendering similar services  in  the             
same  geographic location. Overhead expenses shall be charged  only             
if  directly  attributable to such services and shall be  allocated             
based  upon  the amount of time personnel actually spend  providing             
such  services, or such other method of allocation as is acceptable             
to the Company's independent public accountant.                                 

2.9    "Development  Fee"  means a  fee  for  packaging  the      
Company's Property, including negotiating and approving plans,  and             
undertaking  to assist in obtaining zoning and necessary  variances             
and  necessary financing for a specific Property, either  initially             
or at a later date.                                                             

2.10   "Front-End Fees" means fees and expenses paid by  any      
party for services rendered during the Company's Organizational  or             
acquisition phase, including Organizational and Offering  Expenses,             
Acquisition  Fees, Acquisition Expenses, interest on deferred  fees             
and  expenses  and  other similar fees, however designated  by  the             
Managing Member.                                                                

2.11   "Managing  Members" means the  Managing  Member,  the      
Special  Managing  Member  and any substitute  Managing  Member  as             
provided in Article X.                                                          

2.12  "Special Managing Member" means Robert P. Johnson, and      
any substitute as provided in Article X.                                        

2.13  "Investment in Properties" means the amount of capital      
contributions  actually  paid  or  allocated  to  the  purchase  of             
Properties,  including working capital reserves  allocable  thereto             
(except that working capital reserves in excess of 5% will  not  be             
included)  and other cash payments such as interest and taxes,  but             
excluding Front-End Fees.                                                       

2.14  "Limited Members" means all parties who shall execute,      
either  personally  or  by  an  authorized  attorney-in-fact,  this             
agreement  as  Limited Members and comply with  the  conditions  in             
Section  4.2,  and  any and all assignees of the  Limited  Members,             
whether  or  not  such assignees are admitted  to  the  Company  as             
substitute Limited Members; provided, however, that an assignee  of             
the  interest  of  any  Limited Member shall not  be  considered  a             
"Limited  Member" for purposes of Articles X and XI  hereof  unless             
such  assignee  is  admitted  as  a substitute  Limited  Member  as             
provided in Article IX.                                                         

2.15   "Limited  Liability Company Act" means  the  Delaware      
Limited Liability Company Act, as the same may be amended.                      

2.16   "Limited Liability Company Unit" or "Unit" means  the      
Company interest and appurtenant rights, powers and privileges of a             
Limited Member and represents the stated capital contributions with             
respect thereto, all as set forth elsewhere in this agreement.                  

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2.17    "Major Repairs or Rehabilitation" means the  repair,      
rehabilitation or reconstruction of a Property where the  aggregate             
costs  exceed 10% of the fair market value of the Property  at  the             
time of such services.                                                          

2.18  "Managing Member" means AEI Fund Management XXI, Inc.,      
and any substitute as provided in Article X.                                    

2.19  "Net Value Per Unit" means the aggregate value of  the      
Company's assets less the Company's liabilities, and less the value             
attributable  to the interest of the Managing Members,  divided  by             
the number of Units outstanding.  Such aggregate value shall be  as             

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determined  by the Managing Members, after taking into account  (i)             
the present value of future net cash flow from rental income on the             
Fund's  properties, (ii) the price at which Units  of  the  Company             
have  last  been  purchased, and (ii) such  other  factors  as  the             
Managing Members deem relevant.                                                 

2.20  "Net Cash Flow" means Company cash funds provided from      
operations,  including  lease payments from  builders  and  sellers             
without deduction for depreciation, but after deducting cash  funds             
used to pay all other expenses, debt payments, capital improvements             
and  replacements and less the amount set aside for restoration  or             
creation of reserves.                                                           

2.21   "Net  Proceeds  of Sale" means the  excess  of  gross      
proceeds from any sale, refinancing (including the financing  of  a             
Property   that  was  initially  purchased  debt-free)   or   other             
disposition  of a Property over all costs and expenses  related  to             
the  transaction,  including fees payable in connection  therewith,             
and  over  the  payments made or required to be made on  any  prior             
encumbrances  against  such  Property  in  connection   with   such             
transaction.                                                                    

2.22   "Members"  means  the Managing  Member,  the  Special      
Managing Member and the Limited Members.                                        

2.23   "Organization  and  Offering  Expenses"  means  those      
expenses  incurred in connection with and in preparing the  Company             
for  registration and subsequently offering and distributing it  to             
the public, including any sales commissions, nonaccountable expense             
allowances  or  reimbursement of due  diligence  expenses  paid  to             
broker-dealers in connection with the distribution of  the  Company             
and all advertising expenses.                                                   

2.24  "Company" means the limited liability company formed by       
this agreement.                                                                 

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2.25   "Permitted  Transfer"  means,  with  respect  to  the      
transfer  of Units in any fiscal year of the Company (i)  transfers             
in  which  the basis of the Unit in the hands of the transferee  is             
determined, in whole or in part, by reference to its basis  in  the             
hands of the transferor, or is determined under Section 732 of  the             
Internal  Revenue  Code  of  1986, as amended  (the  "Code"),  (ii)             
transfers  of  Units  upon  the death of a  Limited  Member,  (iii)             
transfers  of  Units  between members of a family  (as  defined  in             
Section 267(c)(4) of the Code), (iv) transfers of Units at original             
issuance  and sale, (v) transfers of Units pursuant to distribution             
under  a  Qualified Plan, and (vi) block transfers of  Units  by  a             
single  Member  in  one  or  more transactions  during  any  thirty             
calendar  day period representing in the aggregate more  than  five             
percent  (5%)  of  the  total interest of all  Members  in  Company             
capital and profits.                                                            

2.26  "Properties" or "Property" means real properties or any       
interest therein acquired directly or indirectly by the Company and             
all  improvements thereon and all repairs, replacements or renewals             
thereof,  together  with  all personal  property  acquired  by  the             
Company  that  from time to time is located thereon or specifically             
used in connection therewith.                                                   

2.27   "Prospectus"  means that certain  prospectus  of  the      
Company dated           , 2001.                                                 

2.28   "Qualified Matching Service" means a  listing  system      
operation, provided either through the Managing Members or  through             
any  unrelated third party (including any dealer in the Units),  in             
which  Limited  Members contact the operator  to  list  Units  they             
desire to transfer and through which the operator attempts to match             
the  listing Limited Member with a customer desiring to  buy  Units             
without  (i) regularly quoting prices at which the operator  stands             
ready  to  buy or sell interests, (ii) making such quotes available             
to  the  public, or (iii) buying or selling interests for  its  own             
account.                                                                        

2.29  "Qualified Matching Service Transfer" means a transfer      
of Units through a Qualified Matching Service in which (i) at least             
a  fifteen  (15)  calendar day delay occurs between  the  day  (the             

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"Contact  Date") a Limited Member provides written confirmation  to             
the  Qualified Matching Service that his or her Units are available             
for  sale  and  the  earlier of (A) the  day  information  is  made             
available  to  potential buyers that such Units are  available  for             
sale,  or (B) the day information is made available to the  selling             
Limited  Member  regarding the existence  of  outstanding  bids  to             
purchase  Units, (ii) the closing of the transfer  does  not  occur             
until  at least forty five (45) days after the Contact Date,  (iii)             
the  Limited  Member's offer to sell is removed from the  Qualified             
Matching  Service within one hundred and twenty (120) days  of  the             
Contact  Date, and (iv) no Units of such Limited Member are entered             
for  listing  by the Qualified Matching Service for at least  sixty             
(60)  days  after  the removal of the Limited Member's  information             
from  such Qualified Matching Service; provided, however,  that  no             
transfer  shall be a Qualified Matching Service Transfer if,  after             
giving  effect  to  such transfer, the aggregate of  (a)  Qualified             
Matching   Service  Transfers,  (b)  transfers  pursuant   to   the             
repurchase provisions contained in section 7.7 of this agreement of             
Limited  Member  interests and (c) all other transfers  of  Limited             
Member interests except Permitted Transfers since the beginning  of             
the  fiscal  year in which such transfer is made would  exceed  ten             
percent (10%) of the Company interests outstanding.                             

2.30  "Qualified Plans" means Keogh Plans and pension/profit-       
sharing  plans that are qualified under Section 401 of the Internal             
Revenue Code.                                                                   

2.31 "Roll-Up" means a transaction involving the acquisition,       
merger,   conversion,   or  consolidation,   either   directly   or             
indirectly, of the Company and the issuance of securities of a Roll-            
Up  Entity; provided, however, that a Roll-Up shall not  include  a             
transaction  involving  the  conversion  to  corporate,  trust   or             
association form of only the Company if, as a consequence  of  such             
transaction, there will be no significant adverse change in any  of             
the following:                                                                  

(i)   voting rights of Limited Members;                             

(ii)  the  term of existence of the surviving entity  beyond        
that of the Company;                                    

(iii) compensation  to  the  Managing  Members  or   their          
Affiliates;                                             

(iv)  the  investment  objectives of  the  Company  or  the         
surviving entity.                                       

2.32 "Roll-Up Entity" means a company, real estate investment       
trust, corporation, trust or other entity that would be created  or             
would  survive  after successful completion of a  proposed  Roll-Up             
Transaction.                                                                    

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2.33   "Sponsor"  means  any person,  company,  corporation,      
association  or  other  entity  which  is  directly  or  indirectly             
instrumental in organizing, wholly or in part, the Company  or  any             
person,  company,  corporation, association or other  entity  which             
will  manage  or participate in the management of the Company,  and             
any Affiliate of such person, company, corporation, association  or             
other  entity, but does not include a person, company, corporation,             
association or other entity whose only relation with the Company is             
as that of an independent property manager, whose only compensation             
is  as  such.  "Sponsor" does not include wholly independent  third             
parties such as attorneys, accountants, and underwriters whose only             
compensation  is for professional services rendered  in  connection             
with   the  offering  of  Company  interests.  A  person,  company,             
corporation, association or other entity may also be a  Sponsor  of             
the  Company by: (i) taking the initiative, directly or indirectly,             
in  founding  or  organizing  the business  or  enterprise  of  the             
Company,  either  alone or in conjunction with one  or  more  other             
persons,  companies, corporations, associations or other  entities;             
(ii)   receiving  a  material  participation  in  the  Company   in             
connection with the founding or organizing of the business  of  the             
Company, in consideration of services or property, or both services             
and  property;  (iii) having a substantial number of  relationships             
and  contacts with the Company; (iv) possessing significant  rights             
to  control  Company Properties; (v) receiving fees  for  providing             
services  to  the  Company which are paid on a basis  that  is  not             

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customary in the industry; (vi) providing goods or services to  the             
Company  on  a basis which was not negotiated at arm's length  with             
the Company.                                                                    

III.  PURPOSE AND CHARACTER OF THE BUSINESS         

The  purpose  and character of the business of  the  Company      
shall  be to acquire an interest in the Properties upon such  terms             
and  conditions as the Managing Member, in its absolute discretion,             
shall determine, including, without limitation, taking title to the             
Properties;  to  own, lease, operate and manage the Properties  for             
income-producing  purposes;  to  furnish  services  and  goods   in             
connection with the operation and management of the Properties;  to             
enter into agreements pertaining to the operation and management of             
the  Properties; to borrow funds for such purposes and to  mortgage             
or  otherwise  encumber  any  or all of  the  Company's  assets  or             
Properties to secure such borrowings; to sell or otherwise  dispose             
of  the  Properties and the assets of the Company; and to undertake             
and  carry  on all activities necessary or advisable in  connection             
with the acquisition, ownership, leasing, operation, management and             
sale of the Properties.                                                         

IV.  CAPITAL      

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4.1   MANAGING MEMBERS.  The Managing Member and the Special      
Managing Member shall be obligated to make capital contributions to             
the  Company, to the extent not previously made, in the amounts  of             
$600  and  $400, respectively. The Managing Members  shall  not  be             
obligated  to  make any other contributions to the capital  of  the             
Company,  except that, in the event that the Managing Members  have             
negative  balances in their capital accounts after dissolution  and             
winding  up  of,  or  withdrawal from, the  Company,  the  Managing             
Members  will  contribute to the Company an  amount  equal  to  the             
lesser of (a) the deficit balances in their capital accounts or (b)             
1.01%  of  the total capital contributions of the Limited  Members'             
over  the  amount  previously contributed by the  Managing  Members             
hereunder.                                                                      

4.2  LIMITED MEMBER CAPITAL CONTRIBUTIONS.                          

(a)    INITIAL  CONTRIBUTION.   There  shall  initially   be      
available  for  subscription by prospective Limited  Members  an          
aggregate  of  50,000  Limited  Liability  Company  Units.   The          
purchase price of each Unit shall be $1,000, except that the AEI          
Securities, Inc. may purchase Units for $920. Except as provided          
in  section 4.10, each subscriber must subscribe for  a  minimum          
purchase  of  two  and  one-half Units, with  the  exception  of          
Qualified  Plans and Individual Retirement Accounts, which  must          
subscribe  for  a minimum purchase of two Units and  subscribers          
may purchase fractional Units above such minimums.                        

(b)   REQUIREMENTS  FOR  LIMITED  MEMBER  STATUS.   Upon  the       
initial  closing  of the sale of Units, the purchasers  will  be          
admitted  as  Limited Members not later than 15 days  after  the          
release  from  impound of the purchasers' funds. Thereafter,  an          
investor  will  be admitted to the Company not  later  than  the          
first  day  of  each month provided that his or her subscription          
for Units has been received at least five business days prior to          
such  date.  All  subscriptions for Units shall be  accepted  or          
rejected  by  the  Company within 30 days of their  receipt;  if          
rejected,  all funds shall be returned to the subscriber  within          
ten  business days. The Members shall not be obligated  to  make          
any additional contributions to the capital of the Company.               

4.3  CAPITAL ACCOUNTS.  A separate capital account shall  be      
maintained by the Company for each Member. It is intended that  the             
capital  account  of each Member will be maintained  in  accordance             
with  the  capital accounting rules of Treas. Reg.  Section  1.704-             
1(b)(2)(iv). In general this will mean that the capital account  of             
each  Member shall be initially credited with the amount of his  or             
her  cash  contribution to the capital of the Company. The  capital             
account  of each Member shall further be credited by the amount  of             
any additional contributions to the capital of the Company made  by             
such  Member from time to time, shall be debited by the  amount  of             

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any cash distributions made by the Company to such Member and shall             
be  credited  with the amount of income and gains and debited  with             
the  amount  of losses of the Company allocated to such Member.  In             
all  instances the capital accounting rules in Treas. Reg.  Section             
1.704-1(b)(2)(iv) will determine the proper debits  or  credits  to             
each  Member's  capital account. The Managing Member  may,  at  its             
option, increase or decrease the capital accounts of the Members to             
reflect a revaluation of Company Property on the Company's books at             
the  times when, pursuant to Treas. Reg. Section 1.704-1(b)(2)(iv),             
such  adjustments may occur. The adjustments, if made, will be made             
in  accordance  with such Regulation, including allocating  taxable             
items,  as  computed for book purposes, to the capital accounts  as             
prescribed in such Regulation. In the case of the transfer  of  all             
or a part of an interest in the Company, the capital account of the             
transferor  Member  attributable to the transferred  interest  will             
carry over to the transferee Member. In the case of termination  of             
the  Company  pursuant to Section 708 of the  Code,  the  rules  of             
Treas.  Reg. Section 1.704-1(b)(2)(iv) shall govern adjustments  to             
the  capital  accounts.  If there are any  adjustments  to  Company             
property  as  a  result of Sections 732, 734, or 743,  the  capital             
accounts  of  the Members shall be adjusted as provided  in  Treas.             
Reg.  Section 1.701-1(b)(2)(iv)(m). Except as provided  in  Section             
4.1  of this agreement, in the event that any Member has a negative             
capital  account balance after dissolution and winding  up  of  the             
Company, such Member will not be obligated to contribute capital in             
the amount of such deficit.                                                     

4.4  NO RIGHT TO RETURN OF CONTRIBUTION.  The Limited Members       
shall  have  no right to withdraw or to receive a return  of  their             
contributions to the capital of the Company, as reflected in  their             
respective  capital  accounts  from  time  to  time,  except   upon             
presentment  of Units in accordance with Section 7.7  or  upon  the             
dissolution and liquidation of the Company pursuant to Article XII.             

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4.5   RETURN OF UNUSED NET OFFERING PROCEEDS.  In the  event      
that  any portion of the Limited Members' capital contributions  is             
not  invested  or committed for investment in real property  before             
the  later  of  two years after the date of the Prospectus  or  six             
months  after the date of the offer and sale of Units  pursuant  to             
the  Prospectus is terminated (except for amounts utilized  to  pay             
operating  expenses  of  the Company and  to  establish  reasonable             
working  capital  reserves as determined by the  Managing  Member),             
such  portion  of  the capital contributions shall be  distributed,             
without  interest  but with any Front-End Fees,  including  without             
limitation  commissions or other Organization and  Offering  Costs,             
paid thereon, by the Company to the Limited Members as a return  of             
capital.  All  of such capital contributions will be available  for             
the  general  use  of the Company during such  period  and  may  be             
expended in operating the Properties that have been acquired.   For             
the  purpose  of the foregoing, funds will be deemed to  have  been             
committed  to investment, and will not be returned to  the  Limited             
Members  to  the  extent written contractual agreements  have  been             
executed   prior  to  the  expiration  of  the  preceding   period,             
regardless of whether any such investment is ultimately consummated             
pursuant  to the written contractual agreement. To the  extent  any             
funds  have been reserved to make contingent payments in connection             
with  any  Property pursuant to a written contractual agreement  in             
connection with such Property or pursuant to a reasonable  decision             
of  the Managing Members that additional reserves are necessary  in             
connection  with  any  Property, regardless  of  whether  any  such             
payment is ultimately made, subscription funds will not be returned             
to the Limited Members.                                                         

4.6   LOANS TO COMPANY; NO INTEREST ON CAPITAL.  The Members      
may  make loans to the Company from time to time, as authorized  by             
the  Managing  Member,  in  excess of their  contributions  to  the             
capital of the Company, and any such loans shall not be treated  as             
a  contribution  to  the  capital of the Company  for  any  purpose             
hereunder,  nor  shall any such loans entitle such  Member  to  any             
increase  in  his or her share of the profits and losses  and  cash             
distributions of the Company, nor shall any such loans constitute a             
lien  against  the Properties. The amount of any  such  loans  with             
interest  thereon at a rate determined by the Managing  Member,  in             
its  absolute discretion, but not to exceed the rate that otherwise             
would be charged by unaffiliated lending institutions on comparable             
loans  for the same purpose, shall be an obligation of the  Company             
to  such Member. The Managing Members or their Affiliates may  loan             
funds to the Company during the offering period for the purpose  of             
acquiring a Property. Interest on such loans shall not be in excess             
of  the  rate that either would be charged by an unrelated  lending             

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institution  on comparable loans for the same purpose in  the  same             
locality of the Properties or represents the cost of funds  of  the             
Managing Members or their Affiliates. No interest shall be paid  by             
the  Company on the contributions to the capital of the Company  by             
the Members.                                                                    

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4.7  PURCHASE OF LIMITED LIABILITY COMPANY UNITS BY MANAGING      
MEMBERS.   The Managing Members and their Affiliates may  subscribe             
for  and  acquire  Units for their own account; provided,  however,             
that any Units acquired by the Managing Members or their Affiliates             
will  be  acquired  for  investment and not  with  a  view  to  the             
distribution  thereof and that the aggregate  amount  of  Units  so             
purchased by the Managing Members will not exceed five percent (5%)             
of  the  Units  offered. With respect to such Units,  the  Managing             
Members and their Affiliates shall have all the rights afforded  to             
Limited  Members under this agreement, except as may  be  expressly             
provided in this agreement.                                                     

4.8   NONRECOURSE LOANS.  A creditor who makes a nonrecourse      
loan  to  the Company will not have or acquire, at any  time  as  a             
result  of making the loan, any direct or indirect interest in  the             
profits, capital or property of the Company other than as a secured             
creditor.                                                                       

4.9  WORKING CAPITAL RESERVE.  The Managing Members shall use       
their  best  efforts to maintain a working capital reserve  of  one             
percent (1%) of the aggregate Adjusted Capital Contributions and to             
restore such reserve if depleted.                                               

4.10 DISTRIBUTION REINVESTMENT PLAN.                                

(a)   A  Limited Member may elect to participate in a program       
for  the  reinvestment of his or her distributions of  Net  Cash          
Flow (the "Distribution Reinvestment Plan") and have his or  her          
distributions  of  Net Cash Flow from operations  reinvested  in          
Units  of  the  Company. Limited Members  participating  in  the          
Distribution Reinvestment Plan may purchase fractional Units and          
there  shall be no minimum purchase amount with respect to  such          
participants. Each Limited Member electing to participate in the          
Distribution  Reinvestment Plan shall receive, at  the  time  of          
each  distribution  of  Net Cash Flow, a  notice  advising  such          
Limited Member of the number of additional Units purchased  with          
such distribution and advising such Limited Member of his or her          
ability  to  change  his or her election to participate  in  the          
Distribution Reinvestment Plan.                                           

(b)   If  a  Limited Member withdraws from  the  Distribution       
Reinvestment Plan, such withdrawal shall be effective only  with          
respect  to  distributions  made more  than  30  days  following          
receipt by the Company of written notice of such withdrawal.  In          
the  event  of  a  transfer by a Limited Member of  Units,  such          
transfer  shall terminate the Limited Member's participation  in          
the  plan  as  of  the  first day of the quarter  in  which  the          
transfer is effective.                                                    

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(c)  Distributions may be reinvested only if (i) the sale  of       
Units  continues to be registered or qualified  for  sale  under          
federal   and  applicable  state  securities  laws;  (ii)   each          
continuing   Participant  has  received  a  current   prospectus          
relating to the Company, including any supplements thereto,  and          
executed  a  confirmation within one year of  such  reinvestment          
indicating such Participant's intention to purchase units in the          
Company  through  the Plan and confirming that  the  Participant          
continues  to  satisfy  the  investor suitability  requirements;          
(iii) there has been no distribution of Net Proceeds of Sale  or          
Refinancing.  If  (A) any of the foregoing  conditions  are  not          
satisfied  at the time of any distribution, or (B) no  interests          
are  available to be purchased, such distributions shall be paid          
in cash.                                                                  

(d)   Each  Limited  Member electing to  participate  in  the       
Distribution  Reinvestment Plan hereby agrees that  his  or  her          
investment in this Company constitute his or her agreement to be          
a Limited Member of the Company and to be bound by the terms and          
conditions of this agreement and, if at any time he or she fails          
to  meet  applicable investor suitability guidelines  or  cannot          
make the other investor representations required or set forth in          

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the  then  current Company agreement prospectus or  subscription          
agreement,  he or she will promptly notify the Managing  Members          
in writing.                                                               

(e)   The  Company shall pay a commission in connection  with       
any  reinvestment  pursuant  to the plan  to  any  broker-dealer          
designated  by  the Participant in the plan. If no broker-dealer          
is designated or the Limited Member has advised the Company that          
he  or she desires that such commissions not be paid, or if  the          
designated broker-dealer has not signed a dealer agreement  with          
respect  to  the Company, or if the broker-dealer is  no  longer          
qualified under applicable law to engage in the solicitation  of          
the sale of such Company interests, then no commission shall  be          
paid  and  all Limited Members in the Company shall be  credited          
with  a pro rata portion of the commission not so paid. No  fees          
shall be paid to the Company or the Managing Members at the time          
of  any  such  reinvestment, but the  Managing  Members  of  the          
Company  may be reimbursed for the Cost incurred in making  such          
reinvestment,  in  accordance  with  the  provisions   of   this          
agreement.                                                                

(f)   The  Managing Members may, at their  option,  elect  to       
terminate the Distribution Reinvestment Plan at any time without          
notice to Limited Members.                                                

V. ALLOCATION OF PROFITS, GAINS AND LOSSES; DISTRIBUTIONS TO MEMBERS            

The Members agree that the income, profits, gains and losses      
of  the  Company shall be allocated and that cash distributions  of             
the Company shall be made as follows:                                           

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5.1   ALLOCATION OF INCOME, PROFITS, GAINS AND LOSSES.   For      
income  tax  purposes, income, profits, gains  and  losses  of  the             
Company  for each fiscal year, other than any gain or loss realized             
upon the sale, exchange or other disposition of any Property, using             
such methods of accounting for depreciation and other items as  the             
Managing  Member determines to use for federal income tax purposes,             
shall be allocated as of the end of each fiscal year to each Member             
based  on  his or her varying interest in the Company  during  such             
fiscal year. The Company shall determine, in the discretion of  the             
Managing Member and as recommended by the Company auditors, whether             
to  prorate items of income and deduction according to the  portion             
of  the  year  for which a Member was a member of  the  Company  or             
whether  to  close the books on an interim basis  and  divide  such             
fiscal  year into segments. Subject to Section 5.6, for income  tax             
purposes, income, profits, gains and losses, other than any gain or             
loss  realized upon the sale, exchange or other disposition of  any             
Property, shall be allocated as follows:                                        

(a)   Net loss shall be allocated 99% to the Limited Members,       
.6%  to  the  Managing  Member and .4% to the  Special  Managing          
Member; and                                                               

(b)  Net income, profits and gains shall be allocated 97%  to       
the Limited Members, 1.8% to the Managing Member and 1.2% to the          
Special Managing Member.                                                  

5.2   DISTRIBUTIONS OF NET CASH FLOW.  Net  Cash  Flow  from      
operations,  if any, with respect to a fiscal year  will  first  be             
distributed  97%  to  the Limited Members and 3%  to  the  Managing             
Members.  Any  amounts  distributed  to  the  Limited  Members   in             
accordance  with  this  Section 5.2 shall be  allocated  among  the             
Limited Members pro rata based on the number of Units held by  each             
Limited  Member and the number of days such Units were held  during             
such fiscal year.                                                               

5.3  ALLOCATION OF GAIN OR LOSS UPON SALE, EXCHANGE OR OTHER          
DISPOSITION OF A PROPERTY.                                  

(a)   Subject  to Section 5.6, for income tax  purposes,  the       
gain  realized  upon the sale, exchange or other disposition  of          
any Property shall be allocated as follows:                               

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(i)   First, to and among the Members in an amount equal  
to   the   negative  balances  in  their  respective  capital       
accounts  (pro rata based on the respective amounts  of  such       
negative balances).                                                 

(ii)   Next, 99% to the Limited Members and  1%  to  the  
Managing  Members until the balance in each Limited  Member's       
capital  account  equals  the sum of  such  Limited  Member's       
Adjusted Capital Contribution plus an amount equal  to  a  7%       
per  annum  return on such Limited Member's Adjusted  Capital       
Contribution,  cumulative but not compounded, to  the  extent       
not  previously  distributed  pursuant  to  Section  5.2  and       
Section 5.4(a).                                                     

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(iii)  The balance of any remaining gain will  then  be   
allocated 90% to the Limited Members and 10% to the  Managing       
Members.                                                            

(b)   Subject to Section 5.6, any loss on the sale,  exchange       
or  other disposition of any Property will be allocated  99%  to          
the Limited Members and 1% to the Managing Members.                       

5.4  DISTRIBUTION OF NET PROCEEDS OF SALE.  Upon refinancing,       
sale or other disposition of any of the Properties, Net Proceeds of             
Sale may be reinvested in additional properties; provided, however,             
that  sufficient cash is distributed to the Limited Members to  pay             
state  and  federal  income  taxes (assuming  Limited  Members  are             
taxable  at  a marginal rate of 7% above the federal capital  gains             
rate  applicable  to  individuals) created  as  a  result  of  such             
transaction.  Except  for  distributions upon  liquidation  of  the             
Company (which are governed by Section 12.3 of this agreement), Net             
Proceeds  of Sale that are not reinvested in additional  properties             
will be distributed as follows:                                                 

(a)  First, 99% to the Limited Members and 1% to the Managing       
Members  until the Limited Members have received an amount  from          
Net Proceeds of Sale equal to the sum of (i) an amount equal  to          
a  7%  per annum return on their Adjusted Capital Contributions,          
cumulative but not compounded, to the extent such 7% return  has          
not  been previously distributed to them pursuant to Section 5.2          
and  this  Section  5.4(a),  plus (ii)  their  Adjusted  Capital          
Contributions.                                                            

(b)   Any  remaining balance will be distributed 90%  to  the       
Limited Members and 10% to the Managing Members.                          

In  no event will the Managing Members receive more than 10% of Net             
Proceeds of Sale.                                                               

5.5  CUMULATIVE RETURN.  The Company shall pay a cumulative,      
but  not  compounded,  6%  per  annum return  on  Adjusted  Capital             
Contributions before applying Net Proceeds of Sale to  a  reduction             
of   Adjusted  Capital  Contributions.  The  cumulative  (but   not             
compounded)  return on Adjusted Capital Contributions with  respect             
to  each  Unit  shall  commence on the first day  of  the  calendar             
quarter following the date on which such Unit is initially held  by             
a Limited Member.                                                               

5.6   REGULATORY  ALLOCATIONS.   The  following  Regulatory     
Allocations shall be made in the following order:                               

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(a)   MINIMUM GAIN CHARGEBACK.  Except as otherwise  provided       
in    Section    1.704-2(f)   of   the   Treasury   Regulations,          
notwithstanding   any  other  provision  of   these   Regulatory          
Allocations, if there is a net decrease in Company minimum  gain          
during  any Company fiscal year, each Member shall be  specially          
allocated  items of Company income and gain for such year  (and,          
if  necessary,  subsequent years) in an  amount  equal  to  that          
Member's  share  of  the net decrease in  Company  minimum  gain          
(within  the meaning of Treas. Reg.   1.704-2(b)(2)  and  1.704-          
2(d))  determined  in accordance with Treas. Reg.    1.704-2(g).          
Allocations pursuant to the previous sentence shall be  made  in          
proportion to the respective amounts required to be allocated to          
each Member pursuant thereto. The items to be so allocated shall          
be  determined  in  accordance with Treas. Reg.    1.704-2(f)(6)          

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and 1.704-2(j)(2). This paragraph (a) is intended to comply with          
the  minimum gain chargeback requirement in Treas. Reg.   1.704-          
2(f) and shall be interpreted consistently therewith.                     

(b)   MEMBER  MINIMUM GAIN CHARGEBACK.  Except  as  otherwise       
provided  in  Treas.  Reg.   1.704-2(i)(4), notwithstanding  any          
other provision of these Regulatory Allocations, if there  is  a          
net decrease in Member nonrecourse debt minimum gain, as defined          
in  Treas.  Reg.    1.704-2(i)(2)  and  determined  pursuant  to          
Treas.   Reg.     1.704-2(i)(3),  attributable   to   a   Member          
nonrecourse  debt,  as defined in Treas.  Reg.    1.704-2(b)(4),          
during  any Company fiscal year, each Member who has a share  of          
the  Member nonrecourse debt minimum gain attributable  to  such          
Member  nonrecourse debt, determined in accordance  with  Treas.          
Reg.    1.704-2(i)(5),  shall be specially  allocated  items  of          
Company  income  and  gain  for such  year  (and  if  necessary,          
subsequent years) in an amount equal to such Member's  share  of          
the  net  decrease  in  Member  nonrecourse  debt  minimum  gain          
attributable  to  such Member nonrecourse  debt,  determined  in          
accordance   with   Treas.  Reg.    1.704-2(i)(4).   Allocations          
pursuant to the previous sentence shall be made in proportion to          
the  respective amounts required to be allocated to each  Member          
pursuant  thereto.  The  items  to  be  so  allocated  shall  be          
determined  in  accordance with Treas. Regulations 1.704-2(i)(4)          
and 1.704-2(j)(2). This paragraph (b) is intended to comply with          
the  minimum gain chargeback requirement in Treas. Reg.   1.704-          
2(i)(4) and shall be interpreted consistently therewith.                  

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(c)   QUALIFIED  INCOME  OFFSET.  If  a  Member  unexpectedly       
receives an adjustment, allocation or distribution described  in          
Treas.  Reg.   s 1.704-1(b)(2)(ii)(d)(4), (5) or (6),  and  such          
unexpected  adjustment,  allocation or  distribution  puts  such          
Member's  capital  account into a deficit balance  or  increases          
such  deficit balance determined after such account is  credited          
by  any amounts which the Member is obligated to restore  or  is          
deemed  to  be obligated to restore pursuant to the  penultimate          
sentence  of  Treas. Reg.   1.704-2(g)(1) and 1.704-2(i)(5)  and          
debited   by  the  items  described  in  Treas.  Reg.     1.704-          
1(b)(2)(ii)(d)(4),  (5) and (6) and for  all  other  allocations          
tentatively made pursuant to these Regulatory Allocations as  if          
this paragraph (c) were not in this agreement, such Member shall          
be  allocated items of Company income and gain in an amount  and          
manner  sufficient  to  eliminate such deficit  or  increase  as          
quickly  as  possible. It is intended that  this  paragraph  (c)          
shall  meet  the  requirement  that  this  agreement  contain  a          
"qualified  income  offset" as defined in Treas.  Reg.    1.704-          
1(b)(2)(ii)(d) and this Section shall be interpreted and applied          
consistently therewith.                                                   

(d)  GROSS INCOME ALLOCATION.  In the event any Member has  a       
deficit  capital account at the end of any fiscal year which  is          
in  excess of the sum of (i) the amount such Member is obligated          
to restore pursuant to any provision of this agreement, and (ii)          
the  amount  such  Member is deemed to be obligated  to  restore          
pursuant  to  the penultimate sentences of Treas. Reg.    1.704-          
2(g)(1)  and 1.704-2(i)(5), each such Member shall be  specially          
allocated items of Company income and gain in the amount of such          
excess  as  quickly  as possible, provided  that  an  allocation          
pursuant to this paragraph (d) shall be made only if and to  the          
extent that such Member would have a deficit capital account  in          
excess  of such sum after all other allocations provided for  in          
these Regulatory Allocations have been made as if paragraph  (c)          
and this paragraph (d) were not in the Agreement.                         

(e)   NONRECOURSE DEDUCTIONS.  Nonrecourse deductions, within       
the  meaning of Treas. Reg.   1.704-2(b)(1), for any fiscal year          
or  other period shall be specially allocated to the Members  in          
proportion to their Units.                                                

(f)   MEMBER  NONRECOURSE DEDUCTIONS.  Any Member nonrecourse       
deductions,  within  the meaning of Treas. Reg.    1.704-2(i)(1)          
and 1.704-2(i)(2), for any fiscal year or other period shall  be          
specially allocated to the Member who bears the economic risk of          

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loss  with respect to the Member nonrecourse debt to which  such          
Member  nonrecourse  deductions are attributable  in  accordance          
with Treas. Regulations   Section 1.704-2(i).                             

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(g)  SECTION 754 ADJUSTMENT.  To the extent an adjustment  to       
the  adjusted  tax basis of any Company asset pursuant  to  Code          
Sections  732, 734(b) or 743(b) is required, pursuant to  Treas.          
Reg.     1.704-1(b)(2)(iv)(m)(2)  or  (4),  to  be  taken   into          
account  in  determining capital accounts, the  amount  of  such          
adjustment to the capital accounts shall be treated as  an  item          
of  gain (if the adjustment increases the basis of the asset) or          
loss  (if the adjustment decreases such basis) and such gain  or          
loss  shall  be specially allocated to the Members in  a  manner          
consistent  with the manner in which their capital accounts  are          
required  to  be  adjusted  pursuant to  such  Sections  of  the          
Treasury Regulations.                                                     

The  Regulatory  Allocations are  intended  to  comply  with      
certain requirements of the Treasury Regulations. It is the  intent             
of  the  Members  that  to  the  extent  possible,  all  Regulatory             
Allocations   shall   be  offset  either  with   other   Regulatory             
Allocations or with special allocations of other items  of  Company             
income,  gain,  loss,  or  deduction pursuant  to  this  paragraph.             
Therefore,  notwithstanding any other provision of these Regulatory             
Allocations  (other than the Regulatory Allocations), the  Managing             
Member  shall make such offsetting special allocations  of  Company             
income,  gain, loss, or deduction in whatever manner it  determines             
appropriate  so that, after such offsetting allocations  are  made,             
each  Member's capital account balance is, to the extent  possible,             
equal to the capital account balance such Member would have had  if             
the  Regulatory Allocations were not part of the Agreement and  all             
Company  items were allocated pursuant to Section  12.1 and Section             
12.2.  In  exercising  its  discretion under  this  paragraph,  the             
Managing   Member   shall  take  into  account  future   Regulatory             
Allocations  under Sections paragraphs (a) and (b)  that,  although             
not  yet  made,  are likely to offset other Regulatory  Allocations             
previously made under paragraphs (e) and (f).                                   

5.7    LIMITATION  ON  LOSS  ALLOCATION.   Notwithstanding    
anything  in  Sections   5.1 above, losses  allocated  pursuant  to             
Section  5.1 shall not exceed the maximum amount of losses that can             
be  so  allocated  without causing a Member  to  have  an  adjusted             
capital account deficit at the end of any fiscal year. In the event             
one  of  the Members would have an adjusted capital account deficit             
as  a  consequence of an allocation of losses pursuant  to  Section             
5.1,  the limitation set forth herein shall be applied on a  Member             
by Member basis so as to allocate the maximum permissible losses to             
each  Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.             
All losses in excess of the foregoing limitation shall be allocated             
to the Members in proportion to their Units.                                    

5.8  ALLOCATION AMONG MANAGING MEMBERS.  Any allocations  or      
distributions  to  the  Managing  Members  shall  be  made  in  the             
following ratio:  60% to the Managing Member and 40% to the Special             
Managing Member.                                                                

VI.  RIGHTS, POWERS AND DUTIES OF MANAGING MEMBERS      

The  Members agree that the Managing Members, acting through      
the  Managing Member, shall have the following rights, powers  and,             
where  provided,  duties  in connection with  the  conduct  of  the             
business of the Company.                                                        

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The  Managing Member shall manage the affairs of the Company      
in  a  prudent  and business-like fashion and shall  use  its  best             
efforts to carry out the purposes and character of the business  of             
the  Company. The Managing Member shall devote such of its time  as             
it deems necessary to the management of the business of the Company             
and may enter into agreements with an Affiliate to provide services             
for the Company, provided that such services are furnished at Cost.             

6.1    Appointment  of  Managing  Member.   Subject  to  the      
limitations herein,  and  to the  express  rights  afforded Limited             
Members herein, including, without limitation, the rights set forth             

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in Articles VII and XI herein, the Special Managing Member  and the             
Limited Members  delegate  to  the Managing   Member  the  sole and             
exclusive authority for all aspects of  the  conduct, operation and             
management of the business  of the  Company, including  making  any             
decision  regarding  the sale, exchange, lease or other disposition             
of the  Properties; provided, however,  that  the  Managing  Member             
shall  be required to obtain the prior consent of a majority of the             
Limited  Members, by interest, excluding  any  units held  by   the             
Managing Members, (i) to the sale  of  all  or substantially all of             
the assets of the Company  or  (ii)  to any material change to  the             
investment  objectives  and policies of the Company as described in             
the Prospectus.  In the event the Managing Member proposes to cause             
the  Company  to  enter into a transaction requiring the consent of             
the Special  Managing  Member,  the Managing Member shall forthwith             
notify  the  Special Managing Member of  its intentions in writing.             
The Special Managing Member shall be considered  to have  consented             
to such proposal if he fails to  notify  the Managing Member of his             
objection thereto within 20  days  of the  date  of  notice of such             
proposal, such notification  to include  a  brief statement of each             
reason  for  the  Special Managing   Member's  opposition  to  such             
proposal.  With  the exceptions stated  above, the  Managing Member             
shall have the exclusive authority to make all decisions  affecting             
the Company  and  to  exercise all rights and powers granted to the             
Managing Members.                                                               

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6.2  REIMBURSEMENT OF EXPENSES.                                     

(a)   Subject to the limitations set forth in Section 6.2(b),       
the  Company  shall  reimburse the Managing  Members  and  their          
affiliates at their Cost:  (i) for any expenditures of their own          
funds  for purposes of organizing the Company and arranging  for          
the  offer and sale of Units (including commissions);  (ii)  for          
all  Acquisition  Expenses  incurred  by  them,  (iii)  for  the          
services they provide in the sales effort of the Properties, and          
(iv)  for  the  expenses  of controlling  persons  and  overhead          
expenses  directly  attributable to  the  forgoing  services  or          
attributable to Administrative Services (which overhead expenses          
shall  be  allocated  based upon the amount  of  time  personnel          
actually spend providing such services, or such other method  of          
allocation as is acceptable to the Company's independent  public          
accountant).   In  addition,  the Company  shall  reimburse  the          
Managing  Members  and  their  affiliates  at  their  Cost   for          
Administrative Expenses necessary for the prudent  operation  of          
the  Company, provided that any expenses of controlling  persons          
and  overhead  expenses included in such Administrative  Expense          
reimbursements shall be subject to the limitations set forth  in          
Section 6.2(b).                                                           

(b)   The  aggregate  cumulative reimbursements  pursuant  to       
Section  6.2(a)(i)  to (iv) to the Managing  Members  and  their          
Affiliates, will not exceed, at the end of any fiscal year,  the          
sum  of  (i)  the  Front-End  Fees  of  up  to  20%  of  capital          
contributions, (ii) property management fees of up to 1% of  Net          
Cash  Flow, except for a one time initial leasing fee of  3%  of          
the  gross  revenues on each lease payable over the  first  five          
full  years of the original term of the lease, (iii) real estate          
commission of 3% of Net Proceeds of Sale of properties on  which          
the  Managing Members or Affiliates furnish a substantial amount          
of  sales  efforts, and (iv) 10% of Net Cash Flow less  the  Net          
Cash  Flow  actually distributed to the Managing  Members.   The          
Managing  Members will review the reimbursements that  they  and          
their  Affiliates receive at the end of each fiscal year of  the          
Company.  If  the Managing Members and their Affiliates  receive          
reimbursement for items set forth in Section 6.2(a)(i)  to  (iv)          
in  excess  of  the limitations set forth in this section,  they          
will  refund  the difference to the Company within  30  days  of          
discovery  of  such  excess. Such review  shall  not  take  into          
account  any of the fees that might be paid in years  after  the          
fiscal year for which the calculation is made.                            

(c)   The  Company's  annual report to Limited  Members  will       
contain  information  concerning  reimbursements  made  to   the          
Managing  Member  and its Affiliates. Within the  scope  of  the          
annual  audit, an independent certified public accountant  shall          
verify  the  allocation of costs to the Company. The methods  of          
verification  shall  be  in accordance with  generally  accepted          
auditing standards and shall, accordingly, include such tests of          
the  accounting records and such other auditing procedures  that          
the  Managing Member's independent certified public  accountants          
consider  appropriate  in  the circumstances.  Such  methods  of          
verification  shall at a minimum provide: (i) a  review  of  the          
time  records  of employees and control persons,  the  costs  of          

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whose services were reimbursed and (ii) a review of the specific          
nature  of the work performed by each such employee and  control          
person.  The  additional  cost  of  such  verification  will  be          
itemized by such accountant on a program-for-program basis,  and          
the Managing Members will be reimbursed for such additional cost          
only  to  the  extent  that the cost of such verification,  when          
added to all reimbursements to the Managing Members for services          
rendered  to the Company, does not exceed the competitive  price          
for  such  services  which  would be charged  by  non-affiliated          
persons  rendering  similar services in the same  or  comparable          
geographic location.                                                      

(d)   The Managing Members and their Affiliates will  not  be       
reimbursed  or  otherwise paid for any services  except  as  set          
forth in Section 6.2(a).                                                  

6.3    OTHER  ACTIVITIES OF MANAGING MEMBERS.  The  Managing      
Members, during the term of this Company, may engage in and possess             
an  interest  for their own account in other business  ventures  of             
every   nature  and  description,  independently  or  with  others,             
including,  but not limited to, the ownership, financing,  leasing,             
operation,  management, syndication, brokerage, investment  in  and             
development of real estate; and neither the Company nor any Member,             
by  virtue of this agreement, shall have any right in and  to  said             
independent  ventures or any income or profits  derived  therefrom.             
Nothing  in  this section shall be deemed to diminish the  Managing             
Member's  overriding fiduciary obligation to  the  Company,  or  to             
constitute  a waiver of any right or remedy the Company or  Limited             
Members  may have in the event of a breach by a Managing Member  of             
such obligation.                                                                

6.4  INDEMNIFICATION AND LIABILITY OF MANAGING MEMBERS.             

(a)  The Company shall indemnify each of the Managing Members       
and their Affiliates (other than an Affiliate that is acting  in          
the capacity of a Broker-Dealer selling Units) against any claim          
or  liability incurred or imposed upon such Managing  Member  or          
such  Affiliates provided such Managing Member or Affiliate  was          
acting  on behalf of or performing services for the Company  and          
the  Managing  Member has determined, in good  faith,  that  the          
course of conduct which caused the loss or liability was in  the          
best  interests of the Company, and such conduct of the Managing          
Member or Affiliate did not constitute misconduct or negligence.          
The  Managing Members or Affiliates shall not be liable  to  the          
Company  or any Member by reason of any act or omission of  such          
Managing  Member or Affiliate provided the Managing  Member  has          
determined,  in  good faith, that the course  of  conduct  which          
caused  the loss or liability was in the best interests  of  the          
Company,  and  such conduct of the Managing Member or  Affiliate          
did   not  constitute  misconduct  or  negligence.   Solely  for          
purposes  of  this Section 6.4, but for all such  purposes,  the          
term "Affiliate" shall mean only those Affiliates, as defined in          
Section  2.5,  that furnish services to the Company  within  the          
scope of the Managing Members' authority.                                 

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(b)   No  Managing  Member or Affiliate or any  Broker-Dealer       
selling Units shall be indemnified for any liability imposed  by          
judgment,  or  costs associated therewith, including  attorneys'          
fees,  arising  from or out of a violation of state  or  federal          
securities  laws. The Managing Members and such Affiliates,  and          
such  Broker-Dealers, shall be indemnified for  settlements  and          
related expenses of lawsuits alleging securities law violations,          
and   for  expenses  incurred  in  successfully  defending  such          
lawsuits, provided that the party seeking indemnification places          
before  the  court the position of the Massachusetts  Securities          
Division,   of   the  Missouri  Securities  Division,   of   the          
Pennsylvania  Securities  Commission, of  the  administrator  of          
other  relevant state securities laws and of the Securities  and          
Exchange  Commission  on  indemnification  for  securities   law          
violations, and the court thereafter either:                              

(i)    approves   the   settlement   and   finds   that 
indemnification  of the settlement and related  costs  should       
be made, or                                                         

(ii)  approves indemnification of litigation costs if  a  
successful defense is made.                                               

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Any  indemnification pursuant to this Section 6.4, or otherwise,          
shall be recoverable only from the assets of the Company and not          
from any of the Limited Members. No Managing Member or Affiliate          
shall be entitled to advances for legal expenses and other costs          
incurred  as  a  result  of legal action initiated  against  the          
Managing  Members or Affiliate unless (1) the action relates  to          
the  performance  of  the  duties of  such  Managing  Member  or          
Affiliate  on  behalf  of the Company, (2)  the  action  is  not          
initiated by a Limited Member, and (iii) the Managing Member  or          
Affiliate undertakes to repay such advances in cases in which it          
is determined they are not entitled to indemnification.                   

(c)   The Managing Member shall have fiduciary responsibility       
for  the  safekeeping and use of all funds  and  assets  of  the          
Company,  whether or not in its immediate possession or control,          
and  the Managing Member shall not employ, or permit another  to          
employ,  such  funds  or  assets in any manner  except  for  the          
exclusive benefit of the Company. The Managing Members  and  the          
Company may not permit the Limited Members to contract away  the          
fiduciary  duty  owed  to the Limited Members  by  the  Managing          
Members under the common law.                                             

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6.5   PROHIBITED TRANSACTIONS.  Notwithstanding anything  to      
the  contrary contained herein, the Managing Members and Affiliates             
of  the  Managing  Members (i) may not receive interest  and  other             
financing charges or fees on loans made to the Company in excess of             
the amounts that would otherwise be charged by unaffiliated lending             
institutions on comparable loans for the same purpose  and  in  the             
same  locality  of the Property if the loan is made  in  connection             
with  a  particular  Property, (ii) may not  require  a  prepayment             
charge  or  penalty on any loan from the Managing  Members  to  the             
Company,  (iii)  may not provide financing to the Company  that  is             
payable  over a period exceeding 48 months or for which  more  than             
50%  of  the principal is due in more than 24 months, (iv) may  not             
grant  to  themselves  an exclusive listing for  the  sale  of  any             
Property,  (v)  may not directly or indirectly  pay  or  award  any             
commissions  or  other  compensation to any  person  engaged  by  a             
potential investor for investment advice as an inducement  to  such             
adviser  to  advise the purchaser of the Units, provided,  however,             
that this provision shall not prohibit the normal sales commissions             
payable  to  a registered broker-dealer or other properly  licensed             
person for selling the Units, (vi) may not commingle Company  funds             
with the funds of any other person, (vii) may not sell property to,             
purchase  property from, or lease property to or from the  Company,             
provided  that  the  Company may purchase real  property  from  the             
Managing  Members  or  their Affiliates (but  not  from  affiliated             
programs  unless  the interest purchased by the  Company  from  the             
affiliated  program  is  equal  to or  smaller  than  the  interest             
retained by the affiliated program and the joint venture so created             
complies  with  section  6.6  of this agreement)  if  the  Managing             
Members  or  their Affiliates purchased the property in  their  own             
name  and temporarily held title thereto for a period not in excess             
of twelve months for the purpose of facilitating the acquisition of             
the  property, the borrowing of money, the obtaining  of  financing             
for the Company or any other purpose related to the business of the             
Company, and the property is purchased by the Company for  a  price             
no  greater  than the price paid by the Managing Members  or  their             
Affiliates  plus  Acquisition  Expenses  in  accordance  with   the             
provisions  of  this  agreement, and any profit  or  loss  on  such             
property  during  such  period is paid to or  charged  against  the             
Company,  and  there  is  no  other benefit  arising  out  of  such             
transaction to the Managing Members or their Affiliates apart  from             
compensation   otherwise   permitted   by   this   agreement   (the             
prohibitions  of  this Section 6.5(vii) shall  also  apply  to  any             
program in which the Managing Members have an interest), (viii) may             
not receive a commission or fee in connection with the reinvestment             
or  distribution  of  the  proceeds  of  the  resale,  exchange  or             
refinancing  of  the Properties (ix) may not cause the  Company  to             
incur  indebtedness directly or indirectly related to the  purchase             
of  properties, from any source, (x) may not cause the  Company  to             
invest   in   other  limited  partnerships  or  limited   liability             
companies,  provided that joint venture arrangements set  forth  in             
Section 6.6 shall not be prohibited, (xi) may not cause the Company             
to  acquire property in exchange for Units, (xii) may not cause the             
Company  to  pay a fee to the Managing Members or their  Affiliates             
for  insurance coverage or brokerage services, (xiii) may not cause             
the Company to make loans or investments in real property mortgages             
other than in connection with the purchase or sale of the Company's             

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properties, (xiv) may not cause the Company to operate in a  manner             
as  to be classified as an "investment company" for purposes of the             
Investment  Company Act of 1940, (xv) may not cause the Company  to             
underwrite or invest in the securities of other issuers, except  as             
specifically discussed in Section 6.6 and in the Prospectus,  (xvi)             
may  not  cause  the Company to incur the cost of that  portion  of             
liability  insurance  that insures the Managing  Members  or  their             
Affiliates  for any liability as to which such Managing Members  or             
their  Affiliates  are  prohibited  from  being  indemnified  under             
Section  6.4.,  (xvii) may not receive a real estate commission  in             
connection  with the purchase, sale or financing of a Property  and             
will not permit aggregate compensation to others in connection with             
the  sale  of  any  Property to exceed a  Competitive  Real  Estate             
Commission,  (xviii) may not receive an Acquisition Fee (including,             
without limitation, Development Fee or Construction Fee) or  permit             
such  Acquisition Fees, together with Acquisition Expenses paid  to             
any  party,  by  the  Company to exceed 18% of  the  total  capital             
contributions of Limited Members pursuant to Section  4.2  of  this             
agreement, (xix) may not cause the Company to incur Front-End  Fees             
to  the  extent that such fees would cause the Company's Investment             
in  Properties  to be less than 80% of capital contributions,  (xx)             
may  not  receive  any  rebate or give-up nor  participate  in  any             
reciprocal  business  arrangement in  circumvention  of  the  NASAA             
Guidelines,  nor  shall  any  Managing Member  participate  in  any             
reciprocal   business   arrangement  that  would   circumvent   the             
restrictions   of  such  NASAA  Guidelines  against  dealing   with             
affiliates  or  promoters, and (xxi) may not cause the  Company  to             
make  any loans or advances at any time to the Managing Members  or             
their Affiliates.                                                               

6.6   INVESTMENTS IN OTHER PROGRAMS.  The  Company  may  not      
purchase limited partnership or limited liability company interests             
of another program. The Company may, however, invest (a) in general             
partnerships or ventures that own and operate a particular property             
provided  the Company, either alone or together with any  publicly-             
registered Affiliate, acquires a controlling interest in such other             
ventures or general partnerships, and such general partnerships  or             
joint  venture  does  not result in duplicate fees,  (b)  in  joint             
venture  arrangements  with  another  publicly-registered   program             
sponsored  by the Managing Members or their Affiliates, or  (c)  in             
joint  venture  arrangements with the  Managing  Members  or  their             
Affiliates  other  than  another publicly registered  program.  For             
purposes of Section 6.6(a), "controlling interest" means an  equity             
interest  possessing the power to direct or cause the direction  of             
the  management  and  policies of the  Company  or  joint  venture,             
including the authority to:                                                     

(i)   review  all contracts entered into by the  general  
Company or joint venture that will have a material effect on its          
business or property;                                                     

(ii)  cause a sale or refinancing of the property or the  
Company's  interest  therein  subject  in  certain  cases  where          
required by the Company or joint venture agreement, to limits as          
to  time, minimum amounts and/or a right of first refusal by the          
joint venture Member or consent of the joint venture Member;              

(iii)  approve  budgets and major capital  expenditures,  
subject to a stated minimum amount;                                       

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(iv)  veto any sale or refinancing of the property,  or,  
alternatively,  to  receive a specified preference  on  sale  or          
refinancing proceeds; and,                                                

(v)   exercise a right of first refusal on  any  desired  
sale  or refinancing by the joint venture Member of its interest          
in the property except for transfer to an Affiliate of the joint          
venture Member.                                                           

For  purposes of 6.6(b), the Company shall be  permitted  to      
invest   in  joint  venture  arrangements  with  another  publicly-             
registered program or programs sponsored by the Managing Members or             
their  Affiliates  for  the purpose of acquiring  a  property  from             
unaffiliated parties only if all the following conditions are met:              

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(a)  The two programs have substantially identical investment       
objectives;                                                               

(b)   There  are  no duplicate property management  or  other       
fees;                                                                     

(c)   The  Managing  Members' compensation  is  substantially       
similar in each program;                                                  

(d)  In the event of a proposed sale of property held in  the       
joint  venture  by the other joint venture member,  the  Company          
will have a right of first refusal to purchase the other party's          
interest; and                                                             

(e)   The  investment by each of the programs  in  the  joint       
venture must be on substantially the same terms and conditions.           

For  purposes of 6.6(c), the Company shall be  permitted  to      
invest  in joint venture arrangements with the Managing Members  or             
their  Affiliates other than a publicly-registered program for  the             
purpose  of acquiring a property from unaffiliated parties only  if             
all the following conditions are met:                                           

(a)   The  investment  is necessary to relieve  the  Managing       
Member from any commitment to purchase the property entered into          
in  compliance with Section 6.5(vii) prior to the closing of the          
offering period of the Company;                                           

(b)   There  are  no duplicate property management  or  other       
fees;                                                                     

(c)   The  investment by each of the programs  in  the  joint       
venture must be on substantially the same terms and conditions;           

(d)  In the event of a proposed sale of property held in  the       
joint  venture  by the other joint venture member,  the  Company          
will have a right of first refusal to purchase the other party's          
interest.                                                                 

6.7  UNIMPROVED OR NON-INCOME PRODUCING PROPERTY/PROPERTY           
UNDER CONSTRUCTION.                                       

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(a)   The  Company may not acquire unimproved  or  non-income       
producing property except in amounts and upon terms which can be          
financed by the Limited Members' capital contributions  or  from          
funds  provided from operations. In no event shall  the  Company          
acquire  unimproved  or non-income producing property  exceeding          
10%  of  the  total  capital contributions  of  Limited  Members          
pursuant to Section 4.2 of this agreement.  For purposes of this          
Section  6.7,  properties that are expected  to  produce  income          
within  two  years  shall not be considered unimproved  or  non-          
income  producing properties. Neither the Managing  Members  nor          
any  Affiliate will develop, construct or provide Major  Repairs          
or   Rehabilitation  for  properties,  or  render  services   in          
connection with such activities; provided that nothing  in  this          
section shall prohibit an unaffiliated third party from engaging          
in such activities on behalf of the Company.                              

(b)   The  Company may not acquire property  which  is  under       
construction  unless completion is guaranteed  at  the  purchase          
price  contracted for by (i) a completion bond, (ii)  a  written          
guarantee  of  completion by a person who, or entity  that,  has          
provided financial statements demonstrating sufficient net worth          
and  collateral, or (iii) retention of a reasonable  portion  of          
the purchase price as an offset in the event the seller does not          
perform.                                                                  

6.8  INVESTMENTS IN JUNIOR TRUST DEEDS.  The Company may not      
invest  in junior trust deeds and other similar obligations  except             
to the extent such investments arise upon sale of Properties. In no             
event shall such investments exceed 10% of the gross assets of  the             
Company.                                                                        

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6.9   REQUIREMENT FOR REAL PROPERTY APPRAISAL.  All Property      
acquisitions  by  the  Company will be supported  by  an  appraisal             
prepared by a competent, independent appraiser. The appraisal  will             
be  maintained in the Company's records for at least five years and             
will  be  available for inspection and duplication by  any  Limited             
Member.                                                                         

6.10  BALLOON PAYMENTS.                                             

(a)  Any  Indebtedness of the Company (which  shall,  in  any       
event,  be  subject  to  the limitations  contained  in  Section          
6.5(ix) of this agreement) which is not fully amortized in equal          
payments over a period of not more than 30 years, shall  have  a          
maturity  date  (due date) which is not earlier than  ten  years          
after  the  date of purchase of the underlying property  or  two          
years  after  the  anticipated holding period  of  the  property          
(provided  such  holding  period  is  at  least  seven   years);          
provided, however, that this Section 6.10(a) shall not limit the          
ability  of  the Company to finance Properties using  adjustable          
rate mortgages.                                                           

(b)   The  Company may not incur indebtedness  of  any  kind,       
including  all-inclusive and wrap-around loans and interest-only          
loans, in connection with the purchase of a Property.                     

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(c)  The provisions of this Section 6.10 shall not apply (but       
the  provisions of section 6.5(ix) shall apply) to  indebtedness          
representing,  in  the  aggregate, 25%  or  less  of  the  total          
purchase  price  of  all  Properties  acquired,  or  to  interim          
financing,  including construction financing, with a full  take-          
out commitment.                                                           

6.11  SELLING COMMISSIONS.                                          

(a)   Except as otherwise provided in this Section 6.11,  the       
Company  shall pay any and all Selling Commissions  and  expense          
allowances  in  the amount of $100 per Unit sold  in  accordance          
with the Dealer Manager Agreement with AEI Securities, Inc.  The          
Company  shall also reimburse the Dealer Manager  for  the  bona          
fide  due  diligence expenses of dealers selling  Units  to  the          
extent the aggregate of such reimbursements do not exceed  $5.00          
per Unit sold.                                                            

(b)   A  registered  principal  or  representative  of   AEI      
Securities,  Inc. or any other broker-dealer may purchase  Units          
net of commissions, at a per Unit purchase price of $920.                 

6.12  ROLL-UP TRANSACTIONS                                          

(a)   The  Company shall not participate in any  Roll-Up  (i)       
which would result in Limited Members having democracy rights in          
the  Roll-Up Entity which are less than those provided  in  this          
Company  Agreement (provided that, if the form  of  the  Roll-Up          
entity  is  other  than  a Company, the democracy  rights  shall          
conform  to  those  provided in this Company  Agreement  to  the          
greatest  extent possible); (ii) which includes provisions  that          
would act to materially impede or frustrate the accumulation  of          
shares  of any purchaser of the securities of the Roll-Up entity          
(except to the extent required to preserve the tax status of the          
Roll-Up  Entity); (iii) which would limit the rights of  Limited          
Members to exercise voting rights in the securities of the Roll-          
Up entity on the basis of the number of equity interests held by          
such  Limited  Members; (iv) which would  result  in  a  Roll-Up          
Entity  which would have rights to access of records  less  than          
those of the Company; or (v) which provides for the costs of the          
Roll-Up to be borne by the Company and which is not approved  by          
Limited Members.                                                          

(b)  No Roll-Up shall be conducted unless an appraisal of all       
material  Company  assets  has been obtained  from  a  competent          
person  or entity that has no material current or prior business          
or  personal  relationship with the Managing  Members  or  their          
Affiliates  and who is engaged to a substantial  extent  in  the          
business of  rendering opinions regarding the value of assets of          

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the  type  held by the Company and is qualified to perform  such          
appraisal. The appraisal shall be based on an evaluation of  all          
relevant  information, assuming an orderly  liquidation  of  the          
Company's assets over a 12-month period, and shall indicate  the          
value  of the Company's material assets as of a date immediately          
preceding  announcement of the proposed Roll-Up.  The  appraiser          
expert performing the appraisal shall be engaged for the benefit          
of the Company and its Members. A summary of the appraisal shall          
be  included  in a report to the Limited Members  in  connection          
with  the  Proposed Roll-Up and if such report is a  part  of  a          
prospectus  used to offer securities in the Roll-Up Entity,  the          
appraisal  shall  be  filed  with the  SEC  and  the  states  in          
connection with the registration statement for the offering.              

(c)   Any Limited Member who votes against a Roll-Up that  is       
completed,  shall  be  given  the  option  to  (i)  accept   the          
securities in the Roll-Up Entity in the Roll-Up, or (ii)  either          
one  of  (x)  remaining a Limited Member in the Company  or  (y)          
receiving  cash  in  the amount of the appraised  value  of  the          
assets of the Company.                                                    

VII.  PROVISIONS APPLICABLE TO LIMITED MEMBERS          

The following provisions shall apply to the Limited Members,      
and the Limited Members hereby agree thereto.                                   

7.1   LIABILITY.  The  Limited Members shall be liable  with      
respect  to  the Company only to the extent of the  amount  of  the             
contribution to capital made by such Limited Members as provided in             
Section 4.2. The Units are nonassessable.                                       

7.2  NO PARTICIPATION IN MANAGEMENT.  No Limited Member shall       
take any part or participate in the conduct of, or have any control             
over, the business of the Company, and no Limited Member shall have             
any right or authority to act for or to bind the Company; provided,             
however, that the Company may not sell all or substantially all  of             
the  assets of the Company without the prior written consent  of  a             
majority of the Limited Members, by interest.                                   

7.3   NO WITHDRAWAL OR DISSOLUTION.  No Limited Member shall        
at  any  time withdraw from the Company except as provided in  this             
agreement.  No  Limited Member shall have the  right  to  have  the             
Company dissolved or to have his or her contribution to the capital             
of  the Company returned except as provided in this agreement.  The             
death  or  bankruptcy  of a Limited Member shall  not  dissolve  or             
terminate the Company.                                                          

7.4   CONSENT.  To the fullest extent permitted by law, each      
of  the  Limited  Members hereby consents to the  exercise  by  the             
Managing  Member  of  all the rights and powers  conferred  on  the             
Managing Member by this agreement.                                              

7.5  POWER OF ATTORNEY.  Each of the Limited Members and the      
Special  Managing Member hereby irrevocably constitute and  appoint             
the Managing Member his or her or its true and lawful attorney,  in             
his or her or its name, place and stead to make, swear to, execute,             
acknowledge and file:                                                           

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(a)  this Operating Agreement and any and all certificates of       
formation of the Company, and any amendments thereto that may be          
required   by  the  Limited  Liability  Company  Act,  including          
amendments  required for the reflection of return of capital  to          
any  Member  or the contribution of any additional capital,  and          
the  continuation of the business of the Company by a substitute          
and/or additional Managing Member;                                        

(b)   any  certificate or other instrument and any amendments       
thereto that may be required to be filed by the Company in order          
to  accomplish  the business and the purposes  of  the  Company,          

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including  any business certificate, fictitious name certificate          
or assumed name certificate;                                              

(c)  any cancellation of such certificates of formation, this       
Operating  Agreement  and  any  and  all  other  documents   and          
instruments  that  may  be  required upon  the  dissolution  and          
liquidation of the Company;                                               

(d)   new certificates of formation and any and all documents       
and instruments that may be required to effect a continuation of          
the business of the Company as provided in this agreement; and            

(e)   any  amended  operating  agreement  or  certificate  of       
formation  that  has been duly adopted hereunder  or  authorized          
hereby.                                                                   

It is expressly intended that the foregoing power of attorney       
is  (1)  coupled with an interest and shall survive the bankruptcy,             
death, incompetence or dissolution of any person hereby giving such             
power  and  (2)  does  not affect the Limited  Members'  rights  to             
approve  or  disapprove any amendments to this agreement  or  other             
matters as provided elsewhere herein.                                           

If  a  Limited  Member assigns his or her  interest  in  the      
Company, as provided in Article IX, the foregoing power of attorney             
shall  survive  the  delivery  of the  instruments  effecting  such             
assignment for the purpose of enabling the Managing Member to sign,             
swear  to,  execute and acknowledge and file any and all amendments             
to   the  certificates  of  formation  of  the  Company  and  other             
instruments  and documents necessary to effectuate the substitution             
of the assignee as a Limited Member.                                            

7.6   LIMITATION OF ACQUISITION OF EQUITY SECURITIES OF  THE      
MANAGING  MEMBERS.   The  Limited Members (excluding  the  Managing             
Members  or their Affiliates who purchase Limited Liability Company             
Units)  shall not own, directly or indirectly, individually  or  in             
the  aggregate, more than 20% of the outstanding equity  securities             
of either of any Managing Member or its Affiliates.                             

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The  phrase "own, directly or indirectly" used herein  shall      
have  the meaning set forth in Section 318 of the Internal  Revenue             
Code of 1954, as currently in effect or as hereafter amended. As of             
the  date hereof, such term includes ownership by a Limited Member,             
his or her spouse, children, grandchildren, parents, any Company of             
which  the Limited Member or any of the foregoing is a member,  any             
estate or trust of which the Limited Member or any of the foregoing             
is  the  beneficiary and any corporation at least 50% owned in  the             
aggregate by said Limited Member or any of the foregoing.                       

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7.7  RIGHT TO PRESENT UNITS FOR PURCHASE.                           

(a)   Beginning  36 months from the date of  the  Prospectus,       
each  Limited  Member  shall  have the  right,  subject  to  the          
provisions of this Section 7.7, to present his or her  Units  to          
the Company for purchase by submitting notice on a form supplied          
by  the Company to the Managing Member specifying the number  of          
Units  he  or  she  wishes  repurchased.  Such  notice  must  be          
postmarked after January 1 but before January 31, and after July          
1  but before July 31 of each year. On March 31 and September 30          
of  each  year (hereafter, a "Repurchase Date"), and subject  to          
the limitations set forth below, the Managing Member shall cause          
the  Company to purchase the Units of Limited Members  who  have          
tendered their Units to the Company. The purchase price shall be          
equal  to eighty percent (80%) of the Net Value Per Unit  as  of          
the  preceding December 31 (in the case of purchases as of March          
31)  or  June  30 (in the case of purchases as of September  30)          
(such  dates  being  hereafter referred to as  a  "Determination          
Date"),  and  less  any distributions to the  tendering  Limited          
Member  after the Determination Date and prior to the Repurchase          
Date.  The  Managing Members shall publish the repurchase  price          
offered  for Units based on its determination of the  Net  Value          
Per  Unit as soon as possible after each Determination Date. The          
Company will not be obligated to purchase in any year any number          
of  Units  such that such Units, when aggregated with all  other          
transfers of Units that have occurred since the beginning of the          
same  calendar year (excluding Permitted Transfers) would exceed          
two  percent  (2%) of the total number of Units  outstanding  on          
January  1  of such year. In the event requests for purchase  of          
Units  received  in any given year exceed the two  percent  (2%)          
limitation,  the Units to be purchased will be determined  based          
on  the  postmark date of the written notice of Limited  Members          
tendering  Units.  Any  Units  tendered  but  not  selected  for          
purchase  in  any given year will be considered for purchase  in          
subsequent years only if the Limited Member retenders his or her          
Units.  In  no event shall the Company be obligated to  purchase          
Units  if,  in the sole discretion of the Managing Member,  such          
purchase  would impair the capital or operation of  the  Company          
nor  shall  the  Company  purchase any  Units  in  violation  of          
applicable legal requirements.                                            

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(b)   For purposes of all calculations pursuant to Article  V       
of  this  agreement, any Net Cash Flow or Net Proceeds  of  Sale          
used  to repurchase Units or to repay borrowings that were  used          
to repurchase Units shall be deemed distributed to the remaining          
Limited  Members pro rata based on the ratio of  the  number  of          
Units owned to all Units outstanding after such repurchase.               

7.8   VOTING  RIGHTS.   To the extent  permitted  under  the      
Limited Liability Company Act, as amended, the Limited Members may,             
by  vote  of  a majority of the outstanding Units (excluding  Units             
held  by  the Managing Members for their own accounts), and without             
the concurrence of the Managing Members:                                        

(1)   amend this Operating Agreement in accordance  with  
the provisions of Article XI;                             

(2)   remove the Managing Member and elect a new  Managing
Member in accordance with Section 10.4 of this agreement;   

(3)   approve  or  disapprove  the  sale  of   all   or   
substantially all of the assets of the Company;           

(4)   dissolve  the Company in accordance  with  Section  
12.1(g).                                                  

VIII.  BOOKS OF ACCOUNT; REPORTS AND FISCAL MATTERS       

8.1   BOOKS;  PLACE;  ACCESS.   The  Managing  Member  shall      
maintain  accurate books of account and each and every  transaction             
shall  be  entered therein. The Company records shall  contain  the             
names and addresses of all Members and shall maintain, for a period             

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of  six years after completion of the offering of Units, copies  of             
all  subscriptions and other materials used to determine  that  the             
purchase  of  the Units was suitable for each Limited  Member.  The             
books of account and the records shall be kept at the office of the             
Company in St. Paul, Minnesota, and any Member or his or her  legal             
counsel may inspect and copy the Company books and records  at  any             
time during ordinary business hours. The Managing Member shall have             
no  obligation  to  deliver or mail to Limited  Members  copies  of             
certificates of formation or amendments thereto.                                

8.2   METHOD.   The  books  of  account  shall  be  kept  in      
accordance with generally accepted accounting principles.                       

8.3  FISCAL YEAR.  The fiscal year of the Company shall  end      
on December 31 of each year.                                                    

8.4  ANNUAL REPORT.  At the Company's expense, the books  of      
account shall be audited at the close of each fiscal year by a firm             
of  independent public accountants selected by the Managing Member,             
and a copy of its report shall be transmitted within 120 days after             
the  close  of  such fiscal year to the Members and to  such  state             
securities  commissioners  as may be  required  by  the  rules  and             
regulations of the various states.                                              

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The  annual report shall contain (a) a balance sheet  as  of      
year  end,  a  statement of operations for the year then  ended,  a             
statement of Members' equity, and statement of cash flows,  all  of             
which  shall  be  audited with a report containing  an  unqualified             
opinion  expressed  thereon, or an opinion containing  no  material             
qualification of an independent public accountant, (b) a report  of             
the  activities  of the Company during the period  covered  by  the             
report  and  (c) the amount of any fees or other reimbursements  to             
the  Managing  Members  or any Affiliates of the  Managing  Members             
during  the  fiscal  year  to  which such  annual  report  relates,             
including  information required by Section 6.2. Such  report  shall             
set  forth distributions to Limited Members for the period  covered             
thereby and shall separately identify distributions from (i)   cash             
flow  from  operations  during  the period,  (ii)  cash  flow  from             
operations  during a prior period that had been held  as  reserves,             
(iii) proceeds from the disposition of property and investments and             
(iv)   reserves from the gross proceeds of the offering  originally             
obtained  from  the  Limited  Members.  The  financial  information             
contained in the annual report will be prepared on the GAAP  basis.             
The  Managing  Member  also shall make available  to  each  Limited             
Member, upon request, a copy of any annual reports that the Company             
may be required to file with the Securities and Exchange Commission             
within  90 days after the close of the period to which such reports             
relate.                                                                         

8.5  QUARTERLY REPORTS.  During the life of the Company, the      
Managing Member shall prepare and distribute to all Members  within             
60  days after the end of each quarter and to such state securities             
commissioners  as may be required by the rules and  regulations  of             
the  various  states,  a  quarterly summary  of  Company  financial             
results.  Such  quarterly  reports  shall  contain  (a)  a  current             
condensed  balance sheet, which may be unaudited, (b)  a  condensed             
operating  statement  for  the quarter then  ended,  which  may  be             
unaudited, (c) a condensed cash flow statement for the quarter then             
ended,  which may be unaudited, and (d) other pertinent information             
regarding the Company and its activities during the quarter covered             
by the report. Such quarterly reports shall also contain a detailed             
statement  setting forth the services rendered, or to be  rendered,             
by  the Managing Members or their Affiliates and the amount of  the             
fees  received.  The Managing Member also shall make  available  to             
each  Limited Member, upon request, a copy of any reports that  the             
Company  may  be required to file with the Securities and  Exchange             
Commission  within 45 days after the close of the period  to  which             
such reports relate.                                                            

8.6   SPECIAL  REPORTS.   The  Managing  Member  shall  have      
prepared,  as  of the end of each quarter in which  a  Property  is             
acquired, a special report of real property acquisitions within the             
quarter.  Such special reports shall be distributed to the  Limited             
Members for each quarter in which a Property is acquired until  all             
proceeds  available  from the offering of  Units  are  invested  or             
returned  to the Limited Members as provided in Section  4.5.  Such             

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special  reports shall describe the Properties acquired  and  shall             
include  a  description of the geographic location and  the  market             
upon which the Managing Member is relying. The special report shall             
include  all  facts that reasonably appear to materially  influence             
the  value of the Property, including, but not limited to, the date             
and amount of the appraised value, the purchase price and terms  of             
the  purchase,  the amount of proceeds in the Company  that  remain             
unexpended or uncommitted and any Acquisition Expenses paid by  the             
Company  to  the Managing Members or their Affiliates in connection             
with real property acquisitions within the quarter.                             

8.7  TAX RETURNS; TAX INFORMATION.  Within 75 days after the      
close  of each fiscal year, all necessary tax information shall  be             
transmitted   to   all  Members  and  to  such   state   securities             
commissioners  as may be required by the rules and  regulations  of             
the various states.                                                             

8.8   BANK ACCOUNTS.  Except as otherwise described  in  the      
Prospectus,  the  Managing Member shall select a  bank  account  or             
accounts for the funds of the Company, and all funds of every  kind             
and  nature  received  by the Company shall be  deposited  in  such             
account or accounts. The Managing Member shall designate from  time             
to  time  the  persons  authorized  to  withdraw  funds  from  such             
accounts.  The  funds of the Company will not  be  commingled  with             
funds of any other person or entity.                                            

8.9   TAX ELECTIONS.  In the event of a transfer of  all  or      
part  of  the Company interest of any Member, the Company,  in  the             
sole  discretion  of  the Managing Member, may  elect  pursuant  to             
Section  754 of the Internal Revenue Code of 1986 (or any successor             
provisions)  to adjust the basis of the assets of the Company.  The             
Managing  Member shall be the "tax matters Member" for the  Company             
as  that  term  is defined in Section 6231 of the Internal  Revenue             
Code of 1986, as amended.                                                       

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8.10  INVESTOR  LIST.    In addition to  the  other  records      
maintained by the Company, the Company shall maintain at all times,             
in  alphabetical order and on white paper with printing in not less             
than 10 point type, a list of Limited Members, including the names,             
addresses and business telephone numbers of the Limited Members and             
the  number of Units held by each, which shall be updated at  least             
quarterly to reflect changes in the information contained  therein.             
The  list  of Limited Members shall be available for inspection  by             
any Limited Member or such Limited Member's designated agent at the             
office  of  the  Company upon request of such  Limited  Member.  In             
addition, a copy of the Limited Member list shall be mailed to  any             
Limited  Member  requesting the same within ten (10)  days  of  the             
receipt  of  a written request. The Company may charge a reasonable             
fee  to such Limited Member to cover the costs of reproduction  and             
postage. The purposes for which such list may be requested  by  the             
Limited Members shall include, without limitation, matters relating             
to  voting rights of the Limited Members and the exercise of rights             
of  the  Limited Members under federal proxy laws. If the  Managing             
Member  neglects or refuses to exhibit, produce or mail a  copy  of             
the Limited Member list as requested, the Managing Member shall  be             
liable  for the costs, including attorneys' fees, incurred  by  the             
Limited Member in compelling the production of the list and for the             
actual  damages  suffered by the Limited Member by reason  of  such             
refusal  or neglect. It shall be a defense that the actual  purpose             
and  reason  for the request for inspection or for a  copy  of  the             
Limited Member list is to secure such list or other information for             
the purpose of selling such list or copies thereof, or of using the             
same  for  a commercial purpose other than in the interest  of  the             
applicant  as  a  Limited Member relative to  the  affairs  of  the             
Company.  The  Managing  Member  may  require  the  Limited  Member             
requesting  such list to represent that the list is  not  requested             
for a commercial purpose unrelated to the Limited Member's interest             
in   the  Company.  For  all  such  purposes,  the  acquisition  of             
additional Units shall be considered a commercial purpose unrelated             
to  the  Limited  Member's interest in the  Company.  The  Managing             
Member  may  also  require,  as a condition  to  making  such  list             
available,  (i) that the list be requested under the  signature  of             
the Limited Member of record rather than a person or entity holding             
a  power of attorney for such Limited Member; and (ii) whenever the             
list  will  be  used  to  solicit  purchases  of  Units,  that  the             
requesting Limited Member agree to provide materials to the persons             
solicited, and to the Managing Member for review and comment  prior             
to  use,  generally complying with the disclosure  requirements  of             

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Section 14(d) of the Securities Exchange Act of 1934 and Rule 14d-6             
promulgated thereunder, including, without limitation, the price at             
which  the  Fund last agreed to repurchase Units and the  price  at             
which  Units  were last purchased in any secondary trading  service             
that  is published, prominently displayed in type size no less than             
14  point;  PROVIDED,  HOWEVER, that the Managing  Member  may  not             
refuse  to  provide the list if the materials contain the foregoing             
information  because  it  is  not  otherwise  satisfied  with   the             
materials  to be sent. The remedies set forth in this section  8.10             
shall  be in addition to, and not by way of limitation of, remedies             
available to Limited Members under federal law, or the laws of  any             
state.                                                                          

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IX.  ASSIGNMENT OF LIMITED MEMBER'S INTEREST        

The Company interest of a Limited Member shall be represented       
by  a  Certificate of Participation. The form and  content  of  the             
Certificate  of Participation shall be determined by  the  Managing             
Member.  The  Company  interest of a  Limited  Member  may  not  be             
assigned, pledged, mortgaged, sold or otherwise disposed of, and no             
Limited  Member shall have the right to substitute an  assignee  in             
his or her place, except as provided in this Article IX.                        

9.1   LIMITATIONS ON TRANSFER RELATED TO TAX STATUS.   Other      
than  pursuant  to  a Permitted Transfer, no Limited  Member  shall             
transfer  or assign any part of his or her interest in the Company,             
and  no  such  transfer or assignment shall be  recognized  by  the             
Company but shall be null and void, if such transfer or assignment,             
when  added  to all other transfers or assignments made during  the             
same fiscal year, other than (A) Permitted Transfers, (B) Qualified             
Matching  Service  Transfers,  or (C)  transfers  pursuant  to  the             
repurchase  provisions  of  section 7.7 of  this  agreement,  would             
constitute  transfers of in excess of two percent (2%)  of  Company             
interests  outstanding.  The  Managing  Member  may  request   such             
information  from a transferring Limited Member as is necessary  to             
determine whether a transfer is a Permitted Transfer or a Qualified             
Matching Service Transfer. The Managing Member may refuse to affect             
any  transfer  if  the transferring Limited Member  is  unable,  or             
refuses,  to demonstrate that the transfer is a Permitted  Transfer             
or Qualified Matching Service Transfer or if the Managing Member is             
not  able  to  verify, to its satisfaction, that the transfer  will             
qualify for a safe harbor under Treasury Regulation 1.7704-1(e)  or             
(g).                                                                            

9.2   PROTECTIVE PROVISIONS RELATING TO TRANSFER FRAUD.   No      
Limited  Member shall be obligated to sell, assign or transfer  any             
Units  or  any other interest in the Company, prior to  receipt  of             
adequate  disclosure relating to the Company.   The  Company  shall             
provide  to  any  Limited Member, upon request and without  charge,             
prior  to  the  date  of any transfer, copies of  the  most  recent             
reports  (forms  10-Q,  10-K etc.) filed by the  Company  with  the             
Securities  and  Exchange  Commission,  together  with  information             
relating  to  the  Net  Value  Per  Unit  as  of  the  most  recent             
Determination Date. Other than pursuant to a Permitted Transfer, no             
Limited  Member shall transfer any part of his or her  interest  in             
the  Company,  and no such transfer or assignment or any  agreement             
executed  by  a  Limited Member with respect to  such  transfer  or             
assignment shall be recognized by the Company but shall be null and             
void, unless such Limited Member shall have confirmed in writing to             
the  Managing  Member  that he or she received  and  reviewed  such             
information relating to Net Value Per Unit at least 24 hours  prior             
to  execution  of any such agreement of transfer, and has  received             
copies  of  such  reports  as he or she may  have  requested.   For             
purposes  of  the foregoing, confirmation on behalf  of  a  Limited             
Member  by  power  of  attorney shall not be effective  unless  the             
attorney  so  appointed provides proof acceptable to  the  Managing             
Member  of  the Limited Member's incapacity to provide confirmation             
directly.                                                                       

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9.3   RIGHT  OF  FIRST REFUSAL. Except with respect  to  (A)      
Permitted  Transfers, (B) Qualified Matching Service Transfers,  or             
(C)  transfers pursuant to the repurchase provisions of section 7.7             
of  this  agreement, no Member (the "Offering Member") may  assign,             
transfer,  convey or otherwise dispose of all or any  part  of  any             
Unit  directly  or indirectly unless such Member  shall  give  have             
given  notice  ("Offer Notice") in writing to the Company,  setting             

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forth  the number of Units (the "Offered Units") to be Transferred,             
the consideration (the "Offer Price") for which such Units would be             
Transferred and the name of the proposed transferee. Subject to the             
terms and conditions hereinafter set forth, the Company shall  have             
the  right  to  purchase all but not less than all of  the  Offered             
Units  at  the Offer Price. The Company may exercise such right  by             
delivering  to the Offering Member its election to exercise  within             
15  days after the date on which the Company has received the Offer             
Notice.  Subject to the limitations set forth in Section 9.1 (which             
shall  be  controlling), the closing of any such  purchase  by  the             
Company shall occur within 60 days of such exercise by delivery  of             
payment  on  the  same  terms as specified  in  the  Offer  Notice.             
Offered  Units purchased by the Company shall be canceled.   Unless             
all  Units  are  purchased pursuant to the option granted  in  this             
Section 9.3, the Offering Member shall be free, for a period of  90             
days  after the expiration of such fifteen day period, to sell  the             
Offered Units to the proposed transferee on the same terms as  were             
described in the Offer Notice.  Unless the transfer is approved  by             
the  Managing  Member in accordance with this Article  IX  and  the             
transferee acknowledges in writing that he, she or it is  bound  by             
the  terms  of  this  Agreement as provided  in  Section  9.5,  the             
transferee shall not become a Member of the Company but shall  only             
be an assignee of the financial rights of his, her or its assignor.             
Any  Member  who transfers all of his, her or its financial  rights             
shall cease to be a Member of the Company.  All notices shall be in             
writing.                                                                        

9.4  TRANSFERS.  Except as provided in Section 9.1, 9.2  and      
9.3, each Limited Member may transfer or assign all or part of  his             
or her interest in the Company as provided in the Limited Liability             
Company  Act;  provided,  however, that no transfer  or  assignment             
shall be effective until written notice thereof is received by  the             
Managing  Member and the Managing Member approves such transfer  or             
assignment.  Such  approval shall be granted  unless  the  Managing             
Member  determines that the transfer will cause a violation of  the             
provisions  of this agreement, including the percentage limitations             
referred to in Section 9.1 above and the provisions of section  9.2             
or  9.3.   In  any  case that a transfer is not permitted  for  any             
reason  other than pursuant to the limitations set forth in section             
9.1,  9.2  or 9.3, the decision to prohibit the transfer  shall  be             
supported by an opinion of counsel. All transfers or assignments of             
interests in the Company occurring during any month shall be deemed             
effective  (i.e., the transferee shall become a Limited  Member  of             
record)  on  the  last day of the calendar month in  which  written             
notice thereof is received by the Managing Member.                              

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9.5  ADMISSION OF ASSIGNEE AS MEMBER.  No assignee of all or      
part of the Company interests of any Limited Member shall have  the             
right  to become a substitute Limited Member unless (i) his or  her             
assignor  has confirmed the matters set forth in Section 9.2,  (ii)             
his or her assignor has stated such intention in the instrument  of             
assignment,   (iii)  such  assignee  shall  pay  all  expenses   in             
connection  with such admission as a substitute Limited Member,  as             
described in Section 9.8 and (iv) the transfer to such assignee has             
been made in compliance with Section 9.1 and 9.3. By executing  and             
adopting this agreement, each Limited Member hereby consents to the             
admission  of  additional  or substitute  Limited  Members  by  the             
Managing Member and to any assignee of his or her Units becoming  a             
substitute Limited Member.                                                      

9.6  MINIMUM SIZE.  No purported sale, assignment or transfer       
by  a Limited Member of less than two and one-half Units (two Units             
for  transfers by Qualified Plans and Individual Retirement  Plans)             
will be permitted or recognized, except by gift, inheritance, intra-            
family  transfers, family dissolutions, transfers to Affiliates  or             
by operation of law.                                                            

9.7  DEATH OF LIMITED MEMBER. If a Limited Member dies,  his      
or  her  executor, administrator or trustee, or if  he  or  she  is             
adjudged  incompetent or insane, his or her committee  guardian  or             
conservator,  or  if he or she becomes bankrupt,  the  receiver  or             
trustee  of his or her estate, shall have the rights of  a  Limited             
Member  for  the purpose of settling or managing his or her  estate             
and  such power as the decedent or incompetent possessed to  assign             
all  or  any part of his or her Units and to join with the assignee             
thereof   in  satisfying  conditions  precedent  to  such  assignee             
becoming  a  substitute Limited Member. The death,  dissolution  or             
adjudication  of  incompetency or bankruptcy of  a  Limited  Member             
shall not dissolve the Company.                                                 

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9.8      DOCUMENTS   AND   EXPENSES.    As   a  condition  to       
admission  as a substitute Limited Member, an assignee  of  all  or             
part  of  the Company interest of any Limited Member or the legatee             
or  distributee of all or any part of the Company interest  of  any             
Limited  Member shall execute and acknowledge such instruments,  in             
form  and  substance satisfactory to the Managing  Member,  as  the             
Managing  Member  shall deem necessary or advisable  to  effectuate             
such  admission  and to confirm the agreement of the  person  being             
admitted  as such substitute Limited Member to be bound by  all  of             
the  terms and provisions of this agreement. Such assignee, legatee             
or  distributee  shall pay all reasonable expenses,  not  exceeding             
$100,  in  connection with such admission as a  substitute  Limited             
Member.                                                                         

9.9  ACQUIT COMPANY.  In the absence of written notice to the       
Company of any assignment of a Company interest, any payment to the             
assigning  Member  or  his  or  her  executors,  administrators  or             
representatives shall acquit the Company of liability to the extent             
of  such  payment to any other person who may have an  interest  in             
such  payment by reason of an assignment by the Member or by reason             
of such Member's death or otherwise.                                            

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9.10  RESTRICTION ON TRANSFER.  Notwithstanding the foregoing       
provisions  of this Article IX, no sale or exchange  of  a  Company             
interest  may  be  made  if  the interest  sought  to  be  sold  or             
exchanged,  when added to the total of all other Company  interests             
sold  or exchanged within the period of 12 consecutive months prior             
thereto,  would  result in the termination  of  the  Company  under             
section  708 of the Internal Revenue Code of 1986 (or any successor             
section).                                                                       

9.11   ENDORSEMENT ON CERTIFICATE.  The foregoing provisions      
governing  the  assignment of the Company  interest  of  a  Limited             
Member  shall  be  indicated by an endorsement on  the  certificate             
evidencing  such Limited Member's interest in the Company,  in  the             
form as determined from time to time by the Managing Member.                    

X. DEATH, WITHDRAWAL, EXPULSION AND REPLACEMENT OF THE MANAGING           
MEMBERS                                                             

10.1   DEATH.   In  the event of the death  of  the  Special      
Managing  Member, the estate of the Special Managing  Member  shall             
assume  all  of  his  obligations  under  this  agreement  and   be             
responsible  for their discharge. The estate may elect to  withdraw             
from  the  Company  only upon satisfaction  of  the  conditions  in             
Section 10.2 applicable to the Special Managing Member.                         

10.2  WITHDRAWAl.  The Managing Member may not withdraw from      
the  Company without first providing 90 days' written notice to the             
Limited  Members  of  its  intent to so withdraw  and  providing  a             
substitute Managing Member to the Company that shall be accepted by             
a  vote  of  not less than a majority, by interest, of the  Limited             
Members  (excluding any Limited Company Units held by any  Managing             
Member  for  its own account); provided, however, that  nothing  in             
this agreement shall be deemed to prevent the merger, consolidation             
or  reorganization of the Managing Member into or with a  successor             
entity  controlled  by, or under common control  with,  a  Managing             
Member,  and  such  successor entity shall  be  deemed  to  be  the             
Managing  Member  of the Company for all purposes and  effects  and             
shall  succeed to and enjoy all rights and benefits  and  bear  all             
obligations  and  burdens conferred or imposed hereunder  upon  the             
Managing Member. The Limited Members shall vote to accept or reject             
the proposed substitute Managing Member in person or by proxy at  a             
meeting  called  by  the  Managing  Member  for  such  purpose   in             
accordance with Section 11.1 of this agreement.                                 

The Special Managing Member may not withdraw from the Company       
prior to December 31, 2002.                                                     

10.3  EXPULSION.  A Managing Member shall be expelled without       
further   action  for  "cause,"  which  means  (1)  final  judicial             
determination  or  admission of its bankruptcy or  insolvency,  (2)             

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withdrawal from the Company without providing a substitute Managing             
Member  in  accordance  with Section 10.2  or  (3)  final  judicial             
determination that it (i) was grossly negligent in its  failure  to             
perform  its  obligations under this agreement,  (ii)  committed  a             
fraud  upon  the  Members or upon the Company,  (iii)  committed  a             
felony  in  connection with the management of the  Company  or  its             
business  or  (iv) was in material breach of its obligations  under             
this  agreement.  This  section does not limit  the  right  of  the             
Limited Members to remove the Managing Members upon a majority vote             
of the Limited Members.                                                         

10.4   REMOVAL AND REPLACEMENT OF MANAGING MEMBERS.  In  the      
event  of (i) the wrongful withdrawal of a Managing Member  or  the             
expulsion of a Managing Member under circumstances that the Company             
lacks  a  Managing Member or (ii) the written proposal  of  Limited             
Members  holding  10% or more of the issued and outstanding  Units,             
and  upon providing not less than 10 nor more than 60 days' written             
notice  by  certified mail to all Members, the Limited Members  may             
call  a  meeting  of  the Company for the purpose  of  removing  or             
replacing any or all of the Managing Members. At such meetings, any             
of the Managing Members may be removed or replaced without cause by             
a vote (rendered in person or by proxy) of a majority, by interest,             
of  the  Limited  Members (excluding Units  held  by  the  Managing             
Members for their own accounts).                                                

10.5  PAYMENT FOR REMOVED MANAGING MEMBER'S INTEREST.   Upon      
the  expulsion,  withdrawal or removal of a  Managing  Member,  the             
Company  shall  pay to the terminated Managing Member  all  amounts             
then  accrued  and owing to the terminated Managing Member  and  an             
amount  equal  to  the  then  present  fair  market  value  of  the             
terminated Managing Member's interest in the Company determined  by             
agreement of the terminated Managing Member and the Company, or, if             
they  cannot  agree,  by arbitration in accordance  with  the  then             
current  rules of the American Arbitration Association. The expense             
of  arbitration  shall be borne equally by the terminated  Managing             
Member  and  the  Company. The fair market value of the  terminated             
Managing  Member's  interest shall be  the  amount  the  terminated             
Managing  Member would receive upon dissolution and termination  of             
the  Company assuming that such dissolution or termination occurred             
on  the date of the terminating event and the assets of the Company             
were  sold  for their then fair market value without any compulsion             
on  the part of the Company to sell such assets. In the case  of  a             
voluntary withdrawal, the withdrawing Managing Member shall be paid             
the fair market value of its or his interest by the issuance by the             
Company  of  a  non-interest  bearing  unsecured  promissory   note             
providing  for  payment  of principal from distributions  that  the             
withdrawing  Managing Member otherwise would have been entitled  to             
receive   under  this  agreement  had  such  Managing  Member   not             
withdrawn.   In  the  case  of  an  involuntary  termination,   the             
terminated Managing Member shall be paid the fair market  value  of             
its  or his interest by the issuance by the Company of a promissory             
note  with  a five year maturity payable in five equal installments             
of  principal  and  interest  at  the  prevailing  market  rate  of             
interest.                                                                       

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10.6   FAILURE TO ADMIT SUBSTITUTE MANAGING MEMBER.  In  the      
event that a substitute Managing Member has not been appointed  and             
admitted  as provided in Section 10.4 so that there is no  Managing             
Member acting, the Company shall then be dissolved, terminated  and             
liquidated.                                                                     

XI.  AMENDMENT OF AGREEMENT AND MEETINGS    

11.1   GENERAL.  Either Managing Member may,  at  any  time,      
propose an amendment to this agreement and shall notify all Members             
thereof in writing, together with a statement of the purpose(s)  of             
the  amendment and such other matters as the Managing Member  deems             
material  to the consideration of such amendment. If such  proposal             
does  not adversely affect the rights of the Limited Members,  such             
proposal  shall  be  considered adopted and this  agreement  deemed             
amended. At any time, Limited Members holding not less than 10%  of             
the  issued and outstanding Units may propose an amendment to  this             
agreement,  or a meeting of Limited Members to consider  any  other             
proposal   for  which  the  Limited  Members  may  vote  hereunder,             

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including the sale of all or substantially all of the assets of the             
Company. Upon the request in writing to the Managing Member of  any             
person entitled to call a meeting, or in the event a proposal of  a             
Managing Member adversely effects the rights of Limited Members, or             
in  the event of objection by 10% of Limited Members by interest to             
such  a  proposal, the Managing Member shall call a special meeting             
of  all  Members, in each case at a location convenient to  Limited             
Members,  to  consider the proposal at the time  requested  by  the             
person  requesting the meeting which shall be not less than 15  nor             
more than 60 days after receipt of such request. Written notice  of             
the  meeting shall be given to all Members either personally or  by             
certified  mail not less than 10 nor more than 60 days  before  the             
meeting, but in any case where a meeting is duly called by  request             
of  Limited  Members, not more than 10 days after receipt  of  such             
request.  Included in the notice shall be a detailed  statement  of             
the  action proposed, including a verbatim statement of the wording             
of  any  resolution or amendment proposed. The notice shall provide             
that  Limited  Members  may  vote  in  person  or  by  proxy.   The             
affirmative vote of a majority, by interest, of the Limited Members             
(excluding  any Units held by the Managing Members  for  their  own             
accounts)  shall  decide the matter, without  the  consent  of  the             
Managing  Members. In any event, however, no such  amendment  shall             
affect the allocation of economic interests to the Members or alter             
the  allocation of Company management responsibilities and  control             
without  the  approval of each Managing Member and  a  majority  by             
interest,  of the Limited Members, except as otherwise provided  in             
Article X.                                                                      

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11.2   ALTERNATIVE TO MEETINGS.  As an alternative to voting      
at  meetings of the Company pursuant to this and other Articles  of             
this  agreement, the Limited Members may consent to and approve  by             
written  action any matter that the Limited Members may consent  to             
and  approve  by  vote at a meeting. In order  to  consent  to  and             
approve  the  matter,  the same percentage of Limited  Members,  by             
interest, must sign the written action as is required by vote at  a             
meeting;  provided, however, that written notice is  given  to  all             
Members  at  least  15 days before solicitation  of  signatures  is             
begun.                                                                          

XII.  DISSOLUTION AND LIQUIDATION       

12.1   EVENTS  CAUSING DISSOLUTION.  The  Company  shall  be      
dissolved  only upon the occurrence of one or more of the following             
events:                                                                         

(a)  the  expiration of the term set forth  in Section 1.4;         

(b)  the occurrence of any event that, under the laws of  the       
jurisdictions governing the Company shall dissolve the Company;           

(c)  the bankruptcy of the Company or any of the Managing           
Members;                                                                  

(d)  the withdrawal or the expulsion of a Managing Member  if       
a  substitute  Managing Member has not been timely  admitted  as          
provided in Article X, with the result that there is no Managing          
Member acting;                                                            

(e)   the  decree of court that other circumstances render  a       
dissolution of the Company equitable or required by law;                  

(f)   the  sale  or other disposition of all or substantially       
all of the assets of the Company; and                                     

(g)   at  any time by the affirmative vote of a majority,  by       
interest,  of the Limited Members (excluding Units held  by  the          
Managing Members for their own accounts) at a meeting called  in          
accordance with Section 11.1 of this agreement.                           

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12.2   CONTINUATION  OF  BUSINESS.  Except  as  provided  in      
Section  12.3, upon the dissolution of the Company for any  reason,             
the  business  of  the  Company and title to the  property  of  the             
Company  shall  be vested in the Company continuing  the  business.             
Upon  any  such  dissolution  no  Member,  nor  his  or  her  legal             
representatives, shall have the right to an account of his  or  her             
interest  as  against the Company continuing the business,  and  no             
Member,  nor  his  or  her legal representatives,  as  against  the             
Company  continuing the business, shall have the right to have  the             
value  of  his  or  her  interest as of  the  date  of  dissolution             
ascertained  nor  have any right as a creditor  or  otherwise  with             
respect to the value of his or her interest.                                    

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12.3   LIQUIDATION  AND WINDING UP.  If dissolution  of  the      
Company  should be caused by reason of (a) an event that  makes  it             
unlawful  for the business of the Company to be carried on  or  for             
the  Members  to carry it on in the Company, (b) the bankruptcy  of             
the  Company, (c) the withdrawal or expulsion of a Managing  Member             
and  no  substitute  Managing Member has been  timely  admitted  as             
provided  in  Article X, with the result that there is no  Managing             
Member  acting,  (d)  a  decree of court that  other  circumstances             
render  a dissolution and winding up of the affairs of the  Company             
equitable  or required by law, (e) the sale of all or substantially             
all  of  the assets of the Company, (f) the express will of Limited             
Members as provided in Section 12.1(g) above, the Company shall  be             
liquidated  and  the  Managing Member (or  the  person  or  persons             
selected  by a decree of court to carry out the winding up  of  the             
affairs of the Company) shall wind up the affairs of the Company.               

The Managing Member or the person winding up the affairs  of      
the  Company  shall promptly proceed to liquidate the  Company.  No             
distribution upon liquidation in kind of property and assets  shall             
be  made  to  Limited  Members. In settling  the  accounts  of  the             
Company,  the  assets  and the property of  the  Company  shall  be             
distributed in the following order of priority:                                 

(a)   To  the  payment of all debts and  liabilities  of  the       
Company,  including  loans  by  Members  that  are  secured   by          
mortgages,  but excluding any other loans or advances  that  may          
have  been made by the Members to the Company, in the  order  of          
priority as provided by law;                                              

(b)  To the establishment of any reserves deemed necessary by       
the  Managing Member or the person winding up the affairs of the          
Company  for  any contingent liabilities or obligations  of  the          
Company;                                                                  

(c)  To the repayment of any unsecured loans or advances that       
may have been made by any Members to the Company in the order of          
priority as provided by law;                                              

(d)  Any remaining balance will be distributed to the Members       
pro  rata  based  on  each  Member's  positive  capital  account          
balance, after giving effect to allocations pursuant to Sections          
5.1  and  5.3 and after taking into account all capital  account          
adjustments   for   the  Company  taxable  year   during   which          
liquidation  occurs  (other than those  made  pursuant  to  this          
Section 12.3(d)).                                                         

XIII.  MISCELLANEOUS PROVISIONS     

13.1   INTERPRETATION.   The terms and  provisions  of  this      
agreement shall be governed by and construed in accordance with the             
laws  of  the State of Delaware. All references herein to  Articles             
and  Sections refer to Articles and Sections of this agreement. All             
Article  and Section headings are for reference purposes  only  and             
shall  not affect the interpretation of this agreement. The use  of             
the masculine gender, for all purposes of this agreement, shall  be             
deemed to refer to both male and female Members.                                

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13.2   NOTICE.   Any  notice given in  connection  with  the      
business of the Company shall be duly given if mailed, by certified             
or  registered  mail, postage prepaid: if to the  Company,  to  the             

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principal office of the Company set forth in Section 1.3 or to such             
other  address as the Company may hereafter designate by notice  to             
the  Members;  if  to the Managing Member or the  Special  Managing             
Member,  to  the  address set forth in Section 1.3  or  such  other             
address as such Managing Members may hereafter designate by  notice             
to  the  Company; if to the Limited Members, to the  addresses  set             
forth in the subscription agreement executed by each Limited Member             
or  to  such  other address as such Limited Members  may  hereafter             
designate by notice to the Company.                                             

13.3   SUCCESSORS  AND ASSIGNS.  Except as herein  otherwise      
provided to the contrary, this agreement shall be binding upon  and             
inure  to  the  benefit of the parties hereto  and  their  personal             
representatives, assigns and successors.                                        

13.4   COUNTERPARTS.   This agreement  may  be  executed  in      
several  counterparts,  and all so executed  shall  constitute  one             
agreement, binding on all parties hereto, notwithstanding that  all             
of  the  parties  are  not signatory to the original  or  the  same             
counterpart.                                                                    

13.5  SEVERABILITY.  In the event that any provision of this      
agreement  shall be held to be invalid, the same shall  not  affect             
the validity of the remainder of this agreement or the validity  or             
the formation of the Company as a limited Company under the Limited             
Liability Company Act.                                                          

IN  WITNESS WHEREOF, this agreement has been executed as  of      
the      day of            ,    .                                               

LIMITED MEMBERS                     MANAGING MEMBERS                            

By AEI Fund Management XXI, Inc.,   AEI Fund Management XXI, Inc.               
attorney-in-fact                 Managing Member                          

By                                  By                                          
Robert P. Johnson, President       Robert P. Johnson, President           

              Robert P. Johnson,
                   Special Managing Member

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EXHIBIT B         

PRIOR PERFORMANCE TABLES          

The  information presented in the following tables  represents the    
historical  experience of all public real estate programs  organized by         
our Managers and their Affiliates during the periods   indicated.   You         
should not assume that you will experience returns  comparable to those         
experienced by investors in these prior real estate programs. You  will         
have no interest in  the  assets  or operations of Managers.                    

Additional  information   relating  to  the  performance  of  prior     
programs is contained in Part II of the Registratioin     Statement, of         
which this Prospectus is a  part  of,  that  has  been  filed  with the         
Securities and Exchange  Commission.  This information may be  obtained         
by   contacting  Mr. Robert  P. Johnson, President, AEI Fund Management         
XXI, Inc., 1300 Minnesota World Trade Center, 30 East  Seventh  Street,         
Saint Paul, Minnesota 55101.                                                    

The   programs  included  in the following tables  have  investment     
objectives similiar to those  of  AEI Fund 24, including protection  of         
capital,   distribution   of   partially  "tax   deferred"  cash   flow         
from operations, and capital appreciation.                                      

Table                      Index Description                     Page           

I             Experience in Raising and Investing Funds        B-2        
II             Compensation to Sponsors                         B-3         
III             Operating Results of Prior Partnerships          B-4          
IV             Results of Completed Programs                    B-7         
V             Sales or Disposals of Properties                 B-8        

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B-1               
TABLE I     

EXPERIENCE IN RAISING AND INVESTING FUNDS     
(Unaudited)     

The following table provides information at December 31, 2000, as to the  
experience   of   our  managers  and  their  affiliates  in   raising   and     
investing  funds with respect to all prior public programs  closed  in  the     
last five years.                                                                
                       AEI           AEI           AEI
                        Income &      Income &      Income &
                       Growth        Growth         Growth
                      Fund XXI      Fund XXII      Fund 23
Dollar Amount Offered          $24,000,000   $24,000,000    $24,000,000         
Dollar Amount Raised           $24,000,000   $16,917,222    $10,783,517         
Percentage of Amount                                                            
Raised                              100.0%        100.0%         100.0%       
Less Offering Expenses:                                                         
Selling Commissions                                                           
and Discount                         8.0           8.0           10.0       
Organizational                                                                
Expenses                             5.6           6.5            5.0       
Other (a)                             4.3           6.4            2.3        
Less Reserves                         0.1           0.1            0.1        
                        -----------   -----------    -----------
Percent Available                                                               
for Investment                       82.0%         79.0%          82.6%       
                        ===========   ===========    ===========
Acquisition Costs:                                                              
Prepaid Items and                                                             
Fees Related                                                                
to Purchase of                                                              
Property                             0.0%          0.0%           0.0%      
Investment in                                                                 
Properties (b)                      82.0          79.0           68.0(c)    
Acquisition Fees                      0.0           0.0            0.0        
                        -----------   -----------    -----------
Total Acquisition Cost                82.0%         79.0%          68.0%        
                        ===========   ===========    ===========

Percent Leverage                       0.0%          0.0%           0.0%        
Date Offering Began                Feb. 95       Jan. 97        Mar. 99         
Length of Offering                                                              
(months)                               24            24             (d)       
Months to Invest 90% of                                                         
Amount Available for                                                          
Investment (measured                                                          
from beginning of                                                             
offering)                              36            32             (c)       

(a)Represents distributions in excess of net cash flow (return of capital).     

(b)Includes  cash down payments and capitalized costs and expenses  related     
to  the  purchase  of  properties,  including  the  cost  of  appraisals, 
attorney's  fees, expenses of personnel in investigating properties,  and 
overhead allocated to such activities.                                    

(c)Acquisitions are in process.                                                 

(d)Represents  subscriptions accepted through December 31, 2000.   Offering     
had not closed as of December 31, 2000.                                   

B-2     

TABLE II      

COMPENSATION TO SPONSORS      
(Unaudited)     

The following table provides information as to the compensation paid to 
the  our managers and their affiliates  during  the  period  from February,     
1995  to December 31, 2000 for all prior public programs closed in the last     
five years.                                                                     
                          AEI             AEI            AEI
                           Income &        Income &       Income &
                           Growth          Growth         Growth
                          Fund XXI       Fund XXII       Fund 23
Type of Compensation                                                            
Date Offering Commenced             Feb. 95        Jan. 97         Mar. 99      
Dollar Amount Raised            $24,000,000    $16,917,222     $10,783,517      
Amount Paid to Sponsors                                                         
From Proceeds of Offering:                                                    
Underwriting Fees (a)            466,013        339,667         155,871   
Acquisition Expenses                                                      
- purchase option on                                                    
       property                     0              0               0
- real estate                                                           
       commission                   0              0               0
- expense                                                               
       reimbursement          559,739(c)     502,009(c)            0
Organization Offering                                                     
Expenses                        359,605        294,122         177,046  
Dollar Amount of Cash                                                           
Generated From                                                                
Operations Before                                                             
Deducting Payments                                                            
to Sponsors                    8,321,356      2,801,106         443,845   
Amount Paid to Sponsors                                                         
From Operations:                                                              
Property Management                                                       
Fees (b)                              0              0               0  
Partnership                                                               
Management Fees (b)                   0              0               0  
Reimbursements                 1,362,877        687,327         210,863   
Leasing Commissions                    0              0               0   
Participation  in  Cash                                                   
Distributions                   79,950         96,983          14,532 
Dollar Amount of Property                                                       
Sales and Refinancing                                                         
Before Deducting                                                              
Payments to Sponsors:                                                         
- cash                         4,318,641      2,476,996               0   
- notes                          680,000              0               0   
Amount Paid to Sponsors                                                         
From Property Sales                                                           
and Refinancing:                                                              
Real Estate                                                               
Commissions                           0              0               0  
Incentive Fees                         0              0               0   
Participation in Cash                                                     
Distributions                    12,586          2,621               0  

(a)  Does  not  include fees paid to AEI Securities, Incorporated  which        
were reallowed to participating dealers.                                    

(b)  Although  not  paid  a  fixed  fee  for  property  management  and         
partnership   management,  the  General  Partners  and  Affiliates   were   
reimbursed  at  their  Cost for the provision  of  such  services.   Such   
reimbursements  are  reflected  under  the  line  item  "Amount  Paid  to   
Sponsors From Operations-Reimbursements."                                   

(c)  The  Partnerships received reimbursements from the lessees  in  the        
form  of  financing  fees, commitment fees and expense  reimbursements      
to offset these  costs.  The reimbursements received by Fund XXI, Fund      
XXII and Fund 23 totaled $419,713, $394,389,and  $223,076, respectively.    

B-3     

TABLE III     

OPERATING RESULTS OF PRIOR PROGRAMS     
(Unaudited)     

The following tables provide information as to the results of all prior         
programs closed in the past five years for each year of the five years (or      
from inception if formed after January 1, 1996) ended December 31, 2000.        

                                                        [Enlarge/Download Table]

                                         AEI INCOME & GROWTH FUND XXI                             
                                           Years Ended December 31                                

                                        1996          1997        1998        1999        2000    
                                                                                                  
Gross Revenues from Operations       $1,341,753   $1,513,094   $1,854,751  $1,891,099  $1,870,880 
Profit on Sale of Properties                  0      106,551      235,377     522,233     223,648 
Less:                                                                                             
   Operating Expenses                   278,563      348,934      356,890     309,758     335,257 
   Depreciation                         150,958      251,272      448,810     505,566     473,894 
 Real Estate Impairment                       0      580,200            0           0           0 
                                      ----------   ----------   ----------  ----------  ----------
Net  Income (Loss)-GAAP Basis        $  912,232   $  439,239   $1,284,428  $1,598,008  $1,285,377 
                                      ==========   ==========   ==========  ==========  ==========
Taxable Income (Loss):                                                                            
  -from operations                   $1,135,292   $  937,374   $1,104,024  $1,144,059  $1,152,097 
  -from gain(Loss) on sale                    0      102,599      229,440     488,319    (383,969)
                                      ==========   ==========   ==========  ==========  ==========

Cash Generated (Deficiency)                                                                       
   From Operations                   $1,098,924   $  966,562   $1,642,315  $1,564,043  $1,571,670 
Cash Generated From Sales                     0      520,790      862,718   2,435,549     499,585 
Cash Generated From Refinancing               0            0            0           0           0 
                                      ----------   ----------   ----------  ----------  ----------
Cash Generated From Operations,                                                                   
   Sales and Refinancing              1,098,924    1,487,352    2,505,033   3,999,592   2,071,255 
Less: Cash Distributions to Investors                                                             
  -from operating cash flow           1,098,924      966,562    1,371,531   1,564,043   1,535,656 
  -from sales and refinancing                 0      352,009      411,231     266,998     228,395 
  -from cash reserves(a)                 75,670      720,708            0      77,731           0 
                                      ----------   ----------   ----------  ----------  ----------
Cash Generated (Deficiency)                                                                       
   After Cash Distributions             (75,670)    (551,927)     722,271   2,090,820     307,204 
Less: Special Items (Not Including                                                                
 Sales and Refinancing)                       0            0            0           0           0 
                                      ----------   ----------   ----------  ----------  ----------
Cash Generated (Deficiency)                                                                       
 After Cash Distributions and                                                                     
  Special Items                      $  (75,670)  $ (551,927)  $  722,271  $2,090,820  $  307,204 
                                      ==========   ==========   ==========  ==========  ==========
Tax and Distribution Data                                                                         
 Per $1,000 Invested (b)                                                                          
  Federal Income Tax Results:                                                                     
   Ordinary Income (Loss)                                                                         
     -from operations                        64           39           46          48          49 
     -from recapture                          0            0            0           1           0 
   Capital Gain (Loss)                        0            4            9          19         (16)
  Cash Distributions to Investors:                                                                
   Source (on GAAP basis)                                                                         
     -Investment Income                      52           18           53          66          54 
     -Return of Capital                      14           66           21          13          20 
  Cash Distributions to Investors:                                                                
   Source (on cash basis)                                                                         
     -Sales                                   0           14           17          11           9 
     -Refinancing                             0            0            0           0           0 
     -Operations                             62           40           57          65          65 
     -Cash Reserves (a)                       4           30            0           3           0 
Amount (in percentage terms) remaining                                                            
 invested in program properties at the                                                            
 end of the last period reported in the                                                           
   Table                                      0            0            0           0%         97%

(a) Represents initial capital or cash retained from prior years' cash flow.                      

(b) Based on an investment of a weighted average Unit outstanding.                                

                                                        [Enlarge/Download Table]

                                    B-4                                                                            
                           TABLE III (Continued)                                                                   

                    OPERATING RESULTS OF PRIOR PROGRAMS                                                            
                                (Unaudited)                                                                        

                                                      AEI INCOME & GROWTH FUND XXII                                
                                                July 31, 1996                                                      
                                           (Operations Commenced)    Years Ended December 31                       
                                            to December 31, 1996       1997         1998       1999      2000      
                                                                                                                   
Gross  Revenues from Operations                 $       0           $ 116,807   $ 545,711   $ 984,858   $1,225,209 
Profit on Sale of Properties                            0                   0           0           0      357,720 
Less:                                                                                                              
   Operating Expenses                                 357             138,339     233,072     192,767      194,271 
   Depreciation                                         0                 668      16,025     184,942      318,756 
   Real Estate Impairment                               0                   0           0           0            0 
                                                 ----------          ----------  ----------  ----------  ----------
Net  Income (Loss) - GAAP Basis                 $    (357)          $ (22,200)  $ 296,614   $ 607,149   $1,069,902 
                                                 ==========          ==========  ==========  ==========  ==========
Taxable Income (Loss):                                                                                             
  -from  operations                             $       0           $ 114,913   $ 500,917   $ 596,673   $  691,599 
  -from gain on sale                                    0                   0           0           0      347,686 
                                                 ==========          ==========  ==========  ==========  ==========

Cash  Generated (Deficiency) From Operations    $     (57)          $ 139,614   $ 249,364   $ 708,899    1,009,525 
Cash Generated From Sales                               0                   0           0           0    2,476,996 
Cash Generated From Refinancing                         0                   0           0           0            0 
                                                 ----------          ----------  ----------  ----------  ----------
Cash Generated From Operations,                                                                                    
   Sales and Refinancing                              (57)            139,614     249,364     708,899    3,486,521 
Less: Cash Distributions to Investors                                                                              
   -from operating cash flow                            0              77,357     249,364     708,899      982,140 
   -from sales and refinancing                          0                   0           0           0      262,069 
   -from cash reserves (a)                              0                   0     430,475     484,397            0 
                                                 ----------          ----------  ----------  ----------  ----------
Cash Generated (Deficiency)                                                                                        
  After  Cash  Distributions                          (57)             62,257    (430,475)   (484,397)   2,242,312 
Less: Special Items (Not Including                                                                                 
  Sales and Refinancing)                                0                   0           0           0            0 
                                                 ----------          ----------  ----------  ----------  ----------
Cash Generated (Deficiency)                                                                                        
 After Cash Distributions and                                                                                      
  Special Items                                 $     (57)          $  62,257   $(430,475)  $(484,397)  $2,242,312 
                                                 ==========          ==========  ==========  ==========  ==========
Tax and Distribution Data                                                                                          
 Per $1,000 Invested (b)                                                                                           
  Federal Income Tax Results:                                                                                      
   Ordinary Income (Loss)                                                                                          
     -from operations                                   0                  30          42          35           40 
     -from recapture                                    0                   0           0           0           10 
   Capital Gain (Loss)                                  0                   0           0           0            8 
  Cash Distributions to Investors:                                                                                 
   Source (on GAAP basis)                                                                                          
     -Investment Income                                 0                   0          25          35           62 
     -Return of Capital                                 0                  20          32          34           11 
  Cash Distributions to Investors:                                                                                 
   Source (on cash basis)                                                                                          
     -Sales                                             0                   0           0           0           16 
     -Refinancing                                       0                   0           0           0            0 
     -Operations                                        0                  20          21          41           57 
     -Cash Reserves (a)                                 0                   0          36          28            0 
Amount (in percentage terms) remaining                                                                             
 invested in program properties at the                                                                             
 end of the last period reported in the                                                                            
 Table                                                  0                   0           0           0          100%


(a) Represents initial capital or cash retained from prior years' cash flow.    
(b) Based on an investment of a weighted average Unit outstanding.              

B-5     

TABLE III (Continued)     

OPERATING RESULTS OF PRIOR PROGRAMS     
(Unaudited)     

                               AEI INCOME & GROWTH FUND 23
                               Years Ended December 31

                                   1999         2000
Gross Revenues from Operations               $  25,872    $ 432,076             
Profit on Sale of Properties                         0            0             
Less:                                                                           
Operating Expenses                             59,658      165,308            
Depreciation                                        0       17,427            
Real Estate Impairment                              0            0            
                                   ----------   ----------
Net Income (Loss)-GAAP Basis                 $ (33,786)   $ 249,341             
                                   ==========   ==========
Taxable Income:                                                                 
-from operations                            $  25,872    $ 322,431            
-from gain on sale                                  0            0            
                                   ==========   ==========

Cash Generated (Deficiency) From Operations  $  38,698    $ 338,558             
Cash Generated From Sales                            0            0             
Cash Generated From Refinancing                      0            0             
                                   ----------   ----------
Cash Generated From Operations,                                                 
Sales and Refinancing                          38,698      338,558            
Less: Cash Distributions to Investors                                           
-from operating cash flow                         700      323,653            
-from sales and refinancing                         0            0            
-from cash reserves (a)                             0            0            
                                   ----------   ----------
Cash Generated (Deficiency)                                                     
After Cash Distributions                       37,998       14,905            
Less: Special Items (Not Including                                              
Sales and Refinancing)                              0            0            
                                   ----------   ----------
Cash Generated (Deficiency)                                                     
After Cash Distributions and                                                  
Special Items                               $  37,998    $  14,905            
                                   ==========   ==========
Tax and Distribution Data                                                       
Per $1,000 Invested (b)                                                       
Federal Income Tax Results:                                                 
Ordinary Income (Loss)                                                    
-from operations                               11           51        
-from recapture                                 0            0        
Capital Gain (Loss)                               0            0          
Cash Distributions to Investors:                                            
Source (on GAAP basis)                                                    
-Investment Income                              0           39        
-Return of Capital                              0           12        
Cash Distributions to Investors:                                            
Source (on cash basis)                                                    
-Sales                                          0            0        
-Refinancing                                    0            0        
-Operations                                     0           51        
-Cash Reserves (a)                              0            0        
Amount (in percentage terms) remaining                                          
invested in program properties at the                                         
end of the last period reported in the                                        
Table                                               0          100%           

(a) Represents initial capital or cash retained from prior years' cash flow.    
(b) Based on an investment of a weighted average Unit outstanding.              

B-6               

TABLE IV            

RESULTS OF COMPLETED PROGRAMS           
(Unaudited)           

The following table provides the results of all programs that   
have completed operations (no longer hold properties) within the five           
years ended February 1, 2001.                                                   

                                     Net Lease
                                    Income &
                                    Growth
                                        Fund 84-A(a)

Dollar Amount Raised                                  $ 5,000,000               
Number of Properties Purchased                                  8               
Date of Closing of Offering                               Dec. 84               
Date of First Sale of Property                            Mar. 96               
Date of Final Sale of Property                            Feb. 01               
Tax and Distribution Data Per                                                   
$1,000 Investment:                                                          
Federal Income Tax Results:                                                     
Ordinary Income (Loss)                                                      
from Operations                                           750           
from recapture                                             10           
Capital Gain (Loss)                                         445             
Deferred Gain                                                               
Capital                                                     0           
Ordinary                                                    0           
Cash Distributions to Investors                                                 
Source (on GAAP basis)                                                      
Investment Income                                       1,264           
Return of Capital                                         925           
Source (on cash basis)                                                      
Sales                                                   1,067           
Refinancing                                                 0           
Opertations                                             1,122           
Other                                                       0           

(a) Final sale of property was completed February 1, 2001.  Results             
have been estimated for the period from January 1,2001 through          
February 1, 2001.                                                       

B-7               

                                                        [Enlarge/Download Table]
                                     TABLE V                                                                                       

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Net Lease   Applebee's                                                                                                         
Income & Growth Middletown,                                                                                                        
Fund XX         Ohio(b)     July 94 Jan. 98   239,893      0           0       0     239,893   0       177,891    177,891    68,324

AEI Income &    Champps                                                                                                            
Growth Fund     Columbus,                                                                                                          
XXI             Ohio(b)     Aug. 96 Jan. 98   227,414      0           0       0     227,414   0       189,156    189,156    26,890

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 Jan. 98   170,985      0           0       0     170,985   0       153,193    153,193   252,160

AEI Net Lease   Champps                                                                                                            
Income & Growth Lyndhurst,                                                                                                         
Fund XX         Ohio(b)     Apr. 96 Jan. 98   184,032      0           0       0     184,032   0       149,183    149,183    25,949

AEI Income      Champps                                                                                                            
& Growth        Columbus,                                                                                                          
Fund XXI        Ohio(b)     Aug. 96 Feb. 98   181,855      0           0       0     181,855   0       132,408    132,408    20,481

AEI Real Estate am/pm                                                                                                              
Fund 86-A       Mini Market                                                                                                        
                Carson City,                                                                                                       
                Nevada      Aug. 87 Feb. 98   955,401      0           0       0     955,401   0       779,896    779,896 1,103,787

AEI Real Estate am/pm                                                                                                              
Fund XVII       Mini Market                                                                                                        
                Carson City,                                                                                                       
                Nevada      Nov. 88 Feb. 98   850,996      0           0       0     850,996   0       703,871    703,871   872,915

AEI Income &    Champps                                                                                                            
Growth Fund XXI Columbus,                                                                                                          
                Ohio(b)     Aug. 96 Mar. 98   226,394      0           0       0     226,394   0       165,510    165,510    27,455

                       B-8                                                      

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

Net Lease       Rio Bravo                                                                                                          
Income & Growth St. Paul,                                                                                                          
Fund 84-A       Minnesota(b)Feb. 85 Apr. 98   198,039      0           0       0     198,039   0       222,627    222,627   302,865

AEI Net Lease   Red Line Burgers                                                                                                   
Inome & Growth  Houston,                                                                                                           
Fund XIX        Texas       Feb. 93 Apr. 98         0      0           0       0           0   0       303,629    303,629   103,564

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 May 98    123,721      0           0       0     123,721   0       107,267    107,267   180,300

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 June 98   174,596      0           0       0     174,596   0       149,883    149,883   253,585

AEI Real Estate Tractor Supply                                                                                                     
Fund 85-A       Maryville,                                                                                                         
                Tennessee(b)Feb. 96 July 98   133,251      0           0       0     133,251   0        95,494     95,494    24,905

AEI Income      Champps                                                                                                            
& Growth        Columbus,                                                                                                          
Fund XXI        Ohio(b)     Aug. 96 July 98   227,055      0           0       0     227,055   0       171,422    171,422    34,463

AEI Real Estate Sizzler                                                                                                            
Fund 86-A       Springboro,                                                                                                        
                Ohio(c)     Aug. 90 July 98    25,385      0           0       0      25,385   0        89,097     89,097     7,807

AEI Real Estate Sizzler                                                                                                            
Fund XVIII      Springboro,                                                                                                        
                Ohio(c)     Aug. 90 July 98   350,635      0           0       0     350,635   0     1,310,562  1,310,562   123,458

                       B-9                                                      

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Real Estate Fair Muffler                                                                                                       
Fund 85-B       Park Forest,                                                                                                       
                Illinois    Aug. 86 Aug. 98       704      0           0       0         704   0       284,903    284,903   199,526

Net Lease       Rio Bravo                                                                                                          
Income & Growth St. Paul,                                                                                                          
Fund 84-A       Minnesota(b)Feb. 85 Sep. 98   218,158      0           0       0     218,158   0       244,662    244,662   341,599

AEI Real Estate Rio Bravo                                                                                                          
Fund 85-A       St. Paul,                                                                                                          
                Minnesota(b)Feb. 85 Sep. 98    35,196      0           0       0      35,196   0        39,465     39,465    54,675

AEI Real Estate Rio Bravo                                                                                                          
Fund 85-A       St. Paul,                                                                                                          
                Minnesota(b)Feb. 85 Sep. 98   253,092      0           0       0     253,092   0       284,015    284,015   393,475

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 Sep. 98   260,327      0           0       0     260,327   0       230,825    230,825   399,281

AEI Real Estate Rio Bravo                                                                                                          
Fund 85-A       St. Paul,                                                                                                          
                Minnesota(b)Feb. 85 Oct. 98   181,897      0           0       0     181,897   0       204,542    204,542   285,371

AEI Real Estate Rio Bravo                                                                                                          
Fund 85-A       St. Paul,                                                                                                          
                Minnesota(b)Feb. 85 Nov. 98   115,604      0           0       0     115,604   0       132,575    132,575   185,783

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin   Feb. 85 Dec. 98   226,402      0           0       0     226,402   0       201,781    201,781   353,632

                       B-10                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Real Estate Applebee's                                                                                                         
Fund 85-A       Harlingen,                                                                                                         
                Texas       Dec. 95 Dec. 98 1,858,837      0           0       0   1,858,837   0     1,393,470  1,393,470  471,138 

AEI Real Estate HomeTown Buffet                                                                                                    
Fund XVIII      Tucson,                                                                                                            
                Arizona(b)  June 93 Feb. 99   131,430      0           0       0     131,430   0        94,554     94,554   68,634 

AEI Real Estate HomeTown Buffet                                                                                                    
Fund XVIII      Tucson,                                                                                                            
                Arizona(b)  June 93 Feb. 99   131,441      0           0       0     131,441   0        94,553     94,553   68,634 

AEI Real Estate HomeTown Buffet                                                                                                    
Fund XVIII      Tucson,                                                                                                            
                Arizona(b)  June 93 Mar. 99   160,729      0           0       0     160,729   0       114,626    114,626   83,555 

AEI Net Lease   HomeTown Buffet                                                                                                    
Income & Growth Tucson,                                                                                                            
Fund XIX        Arizona(b)  June 93 Mar. 99    16,056      0           0       0      16,056   0        11,642     11,642    8,337 

AEI Net Lease   HomeTown Buffet                                                                                                    
Income & Growth Tucson,                                                                                                            
Fund XIX        Arizona(b)  June 93 Mar. 99   208,196      0           0       0     208,196   0       151,972    151,972  110,138 

AEI Net Lease   HomeTown Buffet                                                                                                    
Income & Growth Tucson,                                                                                                            
Fund XIX        Arizona(b)  June 93 Mar. 99   223,640      0           0       0     223,640   0       162,231    162,231  117,689 

AEI Real Estate Zapata's                                                                                                           
Fund XV         Waco,                                                                                                              
                Texas(d)    Dec. 87 May 99    128,879      0           0       0     128,879   0       548,010    548,010   57,689 

                       B-11                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Real Estate Zapata's                                                                                                           
Fund XVI        Waco,                                                                                                              
                Texas(d)    Dec. 87 May 99    158,131      0           0       0     158,131   0       674,285    674,285   75,923 

Net Lease       Gingham's                                                                                                          
Income & Growth St. Charles,                                                                                                       
Fund 84-A       Missouri(b) July 85 May 99    218,667      0           0       0     218,667   0       204,181    204,181   282,091

AEI Real Estate Fuddruckers                                                                                                        
Fund XV         St. Louis,                                                                                                         
                Missouri(d) Mar. 88 June 99 1,145,424      0           0       0   1,145,424   0     1,138,296  1,138,296 1,830,096

AEI Real Estate Fuddruckers                                                                                                        
Fund XVI        St. Louis,                                                                                                         
                Missouri(d) Mar. 88 June 99   763,611      0           0       0     763,611   0       761,053    761,053 1,219,663

AEI Net Lease   HomeTown Buffet                                                                                                    
Income & Growth Tucson,                                                                                                            
Fund XIX        Arizona(b)  June 93 June 99   353,749      0           0       0     353,749   0       256,493    256,493   193,341

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 June 99   191,835      0           0       0     191,835   0       176,761    176,761   322,373

AEI Net Lease   Red Line Burgers                                                                                                   
Income & Growth Houston,                                                                                                           
Fund XIX        Texas       Feb. 93 July 99         0      0           0       0           0   0       299,531    299,531    88,807

AEI Income &    Arby's                                                                                                             
Growth Fund     Montgomery,                                                                                                        
XXI             Alabama(b)  May 95  July 99   221,994      0           0       0     221,994   0       185,359    185,359    79,992

                       B-12                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Income &    Arby's                                                                                                             
Growth Fund     Montgomery,                                                                                                        
XXI             Alabama(b)  May 95  July 99   212,651      0           0       0     212,651   0       174,979    174,979    75,569

AEI Income &    Arby's                                                                                                             
Growth Fund     Montgomery,                                                                                                        
XXI             Alabama(b)  May 95  Aug. 99   222,987      0           0       0     222,987   0       185,359    185,359    80,544

AEI Real Estate Timber Lodge                                                                                                       
Fund XV         St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Aug. 99   109,271      0           0       0     109,271   0        97,031     97,031    16,565

Net Lease       Chi-Chi's                                                                                                          
Income & Growth Appleton,                                                                                                          
Fund 84-A       Wisconsin(b)Feb. 85 Sept. 99  135,853      0           0       0     135,853   0       121,068    121,068   223,328

AEI Real Estate Timber Lodge                                                                                                       
Fund XV         St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Oct. 99    96,357      0           0       0      96,357   0        87,191     87,191    16,371

AEI Real Estate Timber Lodge                                                                                                       
Fund XV         St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Oct. 99   222,208      0           0       0     222,208   0       198,162    198,162    37,422

AEI Income &    Arby's                                                                                                             
Growth Fund     Montgomery,                                                                                                        
XXI             Alabama(b)  May 95  Oct. 99   224,050      0           0       0     224,050   0       185,359    185,359    84,767

AEI Income &    Caribou Coffee                                                                                                     
Growth Fund     Charlotte,                                                                                                         
XXI             North                                                                                                              
                Carolina    July 97 Oct. 99 1,553,867      0           0       0   1,553,867   0     1,310,597  1,310,597   324,549

                       B-13                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

Net Lease       Gingham's                                                                                                          
Income & Growth St. Charles,                                                                                                       
Fund 84-A       Missouri(b) July 85 Nov. 99   313,461      0           0       0     313,461   0       287,001    287,001   414,786

AEI Real Estate Timber Lodge                                                                                                       
Fund XV         St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Nov. 99   138,275      0           0       0     138,275   0       128,251    128,251    25,563

AEI Real Estate Timber Lodge                                                                                                       
Fund XVII       St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Nov. 99    32,724      0           0       0      32,724   0        29,373     29,373     6,052

AEI Real Estate Rally's                                                                                                            
Fund XVIII      San Antonio,                                                                                                       
                Texas       Dec. 92 Dec. 99         0      0           0       0           0   0       303,640    303,640   148,978

Net Lease       Gingham's                                                                                                          
Income & Growth St. Charles,                                                                                                       
Fund 84-A       Missouri(b) July 85 Dec. 99   226,745      0           0       0     226,745   0       205,001    205,001   297,884

AEI Real Estate Timber Lodge                                                                                                       
Fund XVII       St. Cloud,                                                                                                         
                Minnesota(b)Nov. 97 Dec. 99   225,900      0           0       0     225,900   0       187,891    187,891    39,700

AEI Real Estate Caribou Coffee                                                                                                     
Fund XVI        Marietta,                                                                                                          
                Georgia     Aug. 97 Feb. 00 1,468,504      0           0       0   1,468,504   0     1,247,571  1,247,571   347,841

AEI Income &    Children's World                                                                                                   
Growth Fund     DePere,                                                                                                            
XXII            Wisconsin(b)July 99 Feb. 00   236,003      0           0       0     236,003   0       204,365    204,365    11,197

                       B-14                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Income &    Marie Callender's                                                                                                  
Growth Fund     Henderson,                                                                                                         
XXII            Nevada(b)   Sept.99 Mar. 00   228,337      0           0       0     228,337   0       212,299    212,299    7,966 

AEI Income &    Marie Callender's                                                                                                  
Growth Fund     Henderson,                                                                                                         
XXII            Nevada(b)   Sept.99 Mar. 00   287,570      0           0       0     287,570   0       250,650    250,650    9,467 

AEI Income &    Children's World                                                                                                   
Growth Fund     DePere,                                                                                                            
XXII            Wisconsin(b)July 99 Mar. 00   224,224      0           0       0     224,224   0       198,688    198,688   11,960 

AEI Income &    Children's World                                                                                                   
Growth Fund     DePere,                                                                                                            
XXII            Wisconsin(b)July 99 Mar. 00   204,452      0           0       0     204,452   0       175,786    175,786   10,792 

AEI Income &    Marie Callender's                                                                                                  
Growth Fund     Henderson,                                                                                                         
XXII            Nevada(b)   Sept.99 Mar. 00   205,532      0           0       0     205,532   0       184,495    184,495    8,192 

AEI Income &    Hollywood Video                                                                                                    
Growth Fund     Saraland,                                                                                                          
XXII            Alabama(b)  Jan. 99 Mar. 00   205,263      0           0       0     205,263   0       167,058    167,058   18,151 

Net Lease       Arby's                                                                                                             
Income & Growth Hudsonville,                                                                                                       
Fund 84-A       Michigan(b) Sept.99 Apr. 00   278,155      0           0       0     278,155   0       264,379    264,379   14,457 

AEI Income &    Marie Callender's                                                                                                  
Growth Fund     Henderson,                                                                                                         
XXII            Nevada(b)   Sept.99 Apr. 00   193,529      0           0       0     193,529   0       179,153    179,153    8,890 

                       B-15                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Income &    Hollywood Video                                                                                                    
Growth Fund     Saraland,                                                                                                          
XXII            Alabama(b)  Jan. 99 Apr. 00   211,847      0           0       0     211,847   0       173,383    173,383   19,830 

Net Lease       Arby's                                                                                                             
Income & Growth Hudsonville,                                                                                                       
Fund 84-A       Michigan(b) Sept.99 Apr. 00   190,662      0           0       0     190,662   0       176,991    176,991   10,157 

AEI Real        Arby's                                                                                                             
Estate          Hudsonville,                                                                                                       
Fund 85-A       Michigan(b) Sept.99 Apr. 00    64,098      0           0       0      64,098   0        59,937     59,937    3,433 

Net Lease       Gingham's                                                                                                          
Income & Growth St. Charles,                                                                                                       
Fund 84-A       Missouri(b) July 85 Apr. 00   209,806      0           0       0     209,806   0       191,060    191,060  287,613 

AEI Real        Pasta Fair                                                                                                         
Estate          Belleview,                                                                                                         
Fund XVIII      Florida     Apr. 90 May 00    730,550      0           0       0     730,550   0       932,862    932,862  711,077 

AEI Net Lease   Marie Callender's                                                                                                  
Income & Growth Henderson,                                                                                                         
Fund XIX        Nevada(b)   Sept.99 June 00   140,120      0           0       0     140,120   0       124,520    124,520    8,214 

AEI Income &    Marie Callender's                                                                                                  
Growth Fund     Henderson,                                                                                                         
XXII            Nevada(b)   Sept.99 June 00   120,831      0           0       0     120,831   0       111,300    111,300    7,047 

AEI Net Lease   Marie Callender's                                                                                                  
Income & Growth Henderson,                                                                                                         
Fund XIX        Nevada(b)   Sept.99 June 00   178,063      0           0       0     178,063   0       159,062    159,062   10,866 

                       B-16                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Income &    Hollywood Video                                                                                                    
Growth Fund     Saraland,                                                                                                          
XXII            Alabama(b)  Jan. 99 June 00   178,740      0           0       0     178,740   0       148,826    148,826   19,704 

AEI Real        Timber Lodge                                                                                                       
Estate          Rochester,                                                                                                         
Fund XVII       Minnesota(b)Sept.98 July 00   214,308      0           0       0     214,308   0       192,653    192,653   38,582 

AEI Net Lease   Red Line Burgers                                                                                                   
Income & Growth Corpus Christi,                                                                                                    
Fund XIX        Texas       Apr. 93 July 00       949      0           0       0         949   0       280,378    280,378  119,671 

AEI Net Lease   Marie Callender's                                                                                                  
Income & Growth Henderson,                                                                                                         
Fund XIX        Nevada(b)   Sept.99 July 00   132,876      0           0       0     132,876   0       119,296    119,296    9,076 

AEI Real        Sports City Cafe                                                                                                   
Estate          Mesquite,                                                                                                          
Fund XVI        Texas(e)    Dec. 87 July 00   311,882      0           0       0     311,882   0       520,109    520,109  186,481 

AEI Real        Sports City Cafe                                                                                                   
Estate          Mesquite,                                                                                                          
Fund XVII       Texas(e)    Dec. 87 July 00   579,215      0           0       0     579,215   0       956,343    956,343  291,456 

AEI Net Lease   Media Play                                                                                                         
Income & Growth Apple Valley,                                                                                                      
Fund XIX        Minnesota(f)Dec. 95 Aug. 00   136,514      0     660,000       0     796,514   0     1,389,367  1,389,367  167,998 

AEI Net Lease   Media Play                                                                                                         
Income & Growth Apple Valley,                                                                                                      
Fund XX         Minnesota(f)Dec. 95 Aug. 00   136,514      0     660,000       0     796,514   0     1,422,701  1,422,701  167,998 

                       B-17                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

AEI Income &    Media Play                                                                                                         
Growth Fund     Apple Valley,                                                                                                      
XXI             Minnesota(f)Dec. 95 Aug. 00   140,651      0     680,000       0     820,651   0     1,414,060  1,414,060  173,124 

AEI Net Lease   Marie Callender's                                                                                                  
Income & Growth Henderson,                                                                                                         
Fund XIX        Nevada(b)   Sept.99 Aug. 00   223,510      0           0       0     223,510   0       198,829    198,829   16,539 

AEI Net Lease   Marie Callender's                                                                                                  
Income & Growth Henderson,                                                                                                         
Fund XIX        Nevada(b)   Sept.99 Aug. 00   179,183      0           0       0     179,183   0       159,062    159,062   13,231 

Net Lease       Champps                                                                                                            
Income & Growth Columbus,                                                                                                          
Fund 84-A       Ohio(b)     Apr. 99 Aug. 00   286,420      0           0       0     286,420   0       247,960    247,960   38,373 

Net Lease       Champps                                                                                                            
Income & Growth Columbus,                                                                                                          
Fund 84-A       Ohio(b)     Apr. 99 Sept.00   181,463      0           0       0     181,463   0       154,974    154,974   24,568 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Dec. 97 Sept.00   180,831      0           0       0     180,831   0       145,552    145,552   43,213 

AEI Income &    Children's World                                                                                                   
Growth          DePere,                                                                                                            
Fund XXII       Wisconsin(b)July 99 Sept.00   180,668      0           0       0     180,668   0       156,602    156,602   15,912 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Dec. 97 Sept.00   223,306      0           0       0     223,306   0       181,937    181,937   54,381 

                       B-18                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                           

                        SALES OR DISPOSALS OF PROPERTIES                                                                           
                                   (Unaudited)                                                                                     

      The following table provides information with respect to sales or disposals                                                  
of property by prior programs during the past three years.                                                                         


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING 
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS    

                                                                                                                        Excess of  
                                                                                                         Total          Property   
                                             Cash                Purchase   Adjustment               Acquisition        Operating  
                                            Received               Money    resulting                Cost, Capital        Cash     
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts   
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen-
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a) 
                                                                                                                                   

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Dec. 97 Sept.00   261,912      0           0       0     261,912   0       209,593    209,593   62,647 

AEI Real        Timber Lodge                                                                                                       
Estate          Rochester,                                                                                                         
Fund XVII       Minnesota(b)Sept.98 Sept.00   294,303      0           0       0     294,303   0       250,450    250,450   56,157 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Dec. 97 Sept.00   102,559      0           0       0     102,559   0        82,838     82,838   25,069 

AEI Income &    Champps                                                                                                            
Growth          Schaumburg,                                                                                                        
Fund XXI        Illinois(b) Dec. 97 Sept.00   192,011      0           0       0     192,011   0       151,124    151,124   46,711 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Apr  99 Oct. 00   223,528      0           0       0     223,528   0       193,718    193,718   32,150 

AEI Real        Timber Lodge                                                                                                       
Estate          Rochester,                                                                                                         
Fund XVII       Minnesota(b)Nov. 97 Oct. 00   289,245      0           0       0     289,245   0       244,259    244,259   72,599 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Apr  99 Oct. 00   201,393      0           0       0     201,393   0       174,348    174,348   29,613 

Net Lease       Champps                                                                                                            
Income & Growth Schaumburg,                                                                                                        
Fund 84-A       Illinois(b) Apr  99 Oct. 00   167,144      0           0       0     167,144   0       145,291    145,291   24,920 

                       B-19                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                            

                        SALES OR DISPOSALS OF PROPERTIES                                                                            
                                   (Unaudited)                                                                                      

      The following table provides information with respect to sales or disposals                                                   
of property by prior programs during the past three years.                                                                          


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING  
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS     

                                                                                                                        Excess of   
                                                                                                         Total          Property    
                                             Cash                Purchase   Adjustment               Acquisition        Operating   
                                            Received               Money    resulting                Cost, Capital        Cash      
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts    
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen- 
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a)  
                                                                                                                                    

AEI Income &    Champps                                                                                                             
Growth          Schaumburg,                                                                                                         
Fund XXI        Illinois(b) Dec. 97 Oct. 00   166,923      0           0       0     166,923   0       134,182    134,182     42,462

AEI Real        Applebee's                                                                                                          
Estate Fund     Slidell,                                                                                                            
XVI             Louisiana(g)May  93 Oct. 00   960,230      0           0       0     960,230   0       746,464    746,464    799,692

AEI Real        Applebee's                                                                                                          
Estate Fund     Slidell,                                                                                                            
XVII            Louisiana(g)May  93 Oct. 00   355,151      0           0       0     355,151   0       280,019    280,019    295,637

AEI Net Lease   Applebee's                                                                                                          
Income & Growth Covington,                                                                                                          
Fund XIX        Louisiana   Jun  93 Oct. 00 1,112,386      0           0       0   1,112,386   0     1,099,085  1,099,085  1,118,641

AEI Net Lease   Applebee's                                                                                                          
Income & Growth Lafayette,                                                                                                          
Fund XX         Louisiana   Jan  95 Oct. 00 1,011,386      0           0       0   1,011,386   0     1,176,559  1,176,559    891,448

AEI Real        Tractor Supply                                                                                                      
Estate Fund     Maryville,                                                                                                          
85-A            Tennessee(b)Feb. 96 Oct. 00   182,336      0           0       0     182,336   0       133,286    133,286     67,893

AEI Real        Timber Lodge                                                                                                        
Estate Fund     Rochester,                                                                                                          
XVII            Minnesota(b)Sept 98 Nov. 00   249,376      0           0       0     249,376   0       215,772    215,772     50,494

Net Lease       Champps                                                                                                             
Income & Growth Columbus,                                                                                                           
Fund 84-A       Ohio (b)    Apr. 99 Nov. 00   553,296      0           0       0     553,296   0       437,552    437,552     79,657

                       B-20                                                     

                                                        [Enlarge/Download Table]
                                     TABLE V (Continued)                                                                            

                        SALES OR DISPOSALS OF PROPERTIES                                                                            
                                   (Unaudited)                                                                                      

      The following table provides information with respect to sales or disposals                                                   
of property by prior programs during the past three years.                                                                          


                                      SELLING PRICE, NET OF CLOSING COSTS                           COSTS OF PROPERTIES, INCLUDING  
                                            AND GAAP ADJUSTMENTS                                         CLOSING AND SOFT COSTS     

                                                                                                                        Excess of   
                                                                                                         Total          Property    
                                             Cash                Purchase   Adjustment               Acquisition        Operating   
                                            Received               Money    resulting                Cost, Capital        Cash      
                                             Net of   Mortgage    Mortgage     from         Original Improvements,      Receipts    
                            Date     Date   Closing  Balance at  Taken Back Application     Mortgage  Closing and       Over Expen- 
Program         Property  Acquired  of Sale  Costs  Time of Sale by Program  of GAAP  Total Financing Soft Costs  Total ditures(a)  
                                                                                                                                    

AEI Net Lease   Champps                                                                                                             
Income & Growth Columbus,                                                                                                           
Fund XX         Ohio (b)    Apr. 99 Nov. 00    34,612      0           0       0      34,612   0        27,889     27,889      4,998

AEI Real        Arby's                                                                                                              
Estate Fund     Hudonsville,                                                                                                        
85-A            Michigan (b)Sept 99 Nov. 00   485,994      0           0       0     485,994   0       425,329    425,329     46,580

AEI Net Lease   Champps                                                                                                             
Income & Growth Columbus,                                                                                                           
Fund XX         Ohio (b)    Apr. 99 Dec. 00   171,508      0           0       0     171,508   0       151,574    151,574     27,737

AEI Net Lease   Champps                                                                                                             
Income & Growth Columbus                                                                                                            
Fund XX         Ohio (b)    Apr. 99 Dec. 00   123,308      0           0       0     123,308   0       108,943    108,943     20,144


(a) Does  not  include  deduction for partnership general  and  administrative  
expenses not related to the properties.                                 

(b) Sale of less than a majority interest in the property.                      

(c) This property was owned jointly by AEI Real Estate Funds 86-A and XVIII.    

(d) This property was owned jointly by AEI Real Estate Funds XV and XVI.        

(e) This property was owned jointly by AEI Real Estate Funds XVI and XVII.      

(f) This property was owned jointly by AEI Income & Growth Fund XXI and AEI Net 
Lease Income & Growth Funds XIX and XX.                                 

(g) This property was owned jointly by AEI Real Estate Funds XVI and XVIII.     

B-21              

EXHIBIT C               

STATE SUITABILITY REQUIREMENTS                

If you are a resident of one of the states listed below, you          
must be able to represent that you meet the financial suitability               
requirements  for  the  state  in which you live to invest in AEI               
Fund  24.   The  investment firms  that  solicit   purchases  are               
required by law to ask you whether you meet these requirements to               
determine  whether  a  purchase of the units is suitable for you.               
When  you  sign  the  subscription  agreement you are required to               
represent,  by  initialing the second line under item 6, that you               
meet the suitability  standards  contained under the caption "Who               
May  Invest" (at  page 12 of this prospectus), and if applicable,               
the higher standards set forth in the table below.                              

IF YOU ARE A RESIDENT OF ONE OF THE STATES BELOW,  YOU  MUST          
SATISFY  THE NET WORTH REQUIREMENT OR THE COMBINED NET  WORTH-NET               
INCOME REQUIREMENT SET FORTH OPPOSITE THE STATE. When considering               
the net worth standards, you cannot  include  the  value  of your               
home, furnishings and automobiles.                                              

  ALTERNATIVE 1       ALTERNATIVE 2        Minimum       Maximum
STATE     NET WORTH     NET INCOME + NET WORTH  Investment    Investment      

Missouri   $ 225,000     $60,000 net income PLUS                                
$60,000 net worth             

Iowa       $ 225,000     $60,000 net income PLUS    IRAs and                    
      $60,000 net worth        Keoghs must
                                 Invest $2,500
Maine      $ 200,000     $50,000 net income PLUS                                
$50,000 net worth             

North      $ 225,000     $60,000 net income PLUS                                
Carolina                 $60,000 net worth                                      

Pennsylvania                                                     20% of net     
                                                       worth

EXHIBIT D                   
AEI INCOME & GROWTH FUND 24 LLC                   
SUBSCRIPTION AGREEMENT                    

(Including Power of Attorney)                   

MAKE YOUR CHECK PAYABLE TO "FIDELITY BANK - AEI FUND 24 ESCROW"               

IMPORTANT REPRESENTATIONS ARE MADE ON THIS FORM. PLEASE                     
READ CAREFULLY BEFORE SIGNING. PLEASE TYPE OR PRINT.                        

1. INVESTMENT [ ] Initial Investment [ ] Add-On to Existing Investment [ ] NAV  
             Number of Units        Amount of Investment          (for
                                      ($1,000 x No. of Units) $     Broker
                                                                 use
2. OWNERSHIP   [ ] Tenants in Common   [ ] IRA   [ ] Taxable Trust     only)    
[ ] Uniform Gift to Minors Act of the State of    
[ ] Individual [ ] Community Property  [ ] Keogh [ ] Partnership                
[ ] Joint Tenants                                [ ] Other (Explain)            
[ ] Pension/Profit Sharing Plan        [ ] Non-Taxable Trust [ ] Corporation    

3. REGISTERED OWNER  (Name of Trust, Partnership or Corporation, if             
          applicable.  Give both names if jointly held.)
              Last Name(s)             First Name(s)                Initial(s)

[ ] Mr.  [ ] Ms.                                                                
[ ] Mr.  [ ] Ms.                                                                

Mailing Address        Street        City         State      Zip Code    Phone  

Residential Address    Street        City         State      Zip Code    Phone  

REQUIRED FOR BLUE SKY REGISTRATION REQUIREMENTS FOR ALL ACCOUNT TYPES.          

4. QUARTERLY DISTRIBUTIONS                    AUTHORIZATION FOR AUTOMATIC       
Please send my distribution checks to the     DEPOSITS (ACH) _ Please           
following address (Insert "same" if checks    include a copy of voided check    
are to be sent to mailing address.  INSERT    or savings deposit slip.          
NAME, ADDRESS, ACCOUNT NUMBER AND PHONE       I authorize AEI Fund Management,  
NUMBER IS CHECKS ARE TO BE SENT TO A          Inc., and Fidelity Bank of Edina, 
FINANCIAL INSTITUTION.)                       Minnesota, to initiate variable   
                                             entries to my checking or savings
                                        account. This authority will
                                           remain in effect until I notify
                                            AEI in writing to cancel in such
Name and complete address:                    time as to afford AEI a           
                                            reasonable opportunity to act on
                             the cancellation.
Phone Number                                                                    
                                       Financial Institution Name,
                                    Address and Phone Number
                           (Please Print):

                                    Account Type (Circle One):
                                            [ ] Checking [ ] Savings [ ] Other

                         Account Number:
                                           Office Use Only: Bank Routing No.
                     Trans. Code

5. DISTRIBUTION REINVESTMENT PLAN (Expires after the offering period;           
Plan election must be re-confirmed annually.)                             

Do you elect to participate in the distribution                                 
reinvestment plan?[ ] Yes [ ] No                                                

(If  you  elect  to  participate by  checking  "Yes,"   rental income  and      
other Fund income included in "Net  Cash  Flow" will  not  be  distributed      
to you but instead will be  applied to the purchase  of additional  Units,      
or fractional Units, at $1,000 per Unit as long as such purchase continues      
to  comply   with  applicable  securities  laws  and  the  Fund   has  not      
distributed proceeds from sale or refinancing  of properties.)  UNLESS YOU      
DIRECT OTHERWISE, COMMISSIONS  OF UP  TO  8% AND EXPENSES  WILL BE PAID TO      
THE BROKER DEALER DESIGNATED BELOW ON YOUR REINVESTED NET CASH FLOW.            

6.  INVESTOR REPRESENTATIONS  (Each of the following MUST BE INITIALED BY       
INVESTOR for this Subscription Agreement to  be accepted)                       

[ ]  I have received a copy of the Prospectus  of    AEI                        
Fund 24 dated       (the "Prospectus")*   and   its                   
Supplement  (if any) dated (Investor must enter the                   
date of the  Supplement, if any,  accompanying  the                   
Prospectus.   IF  THE  DATE  IS  NOT  ENTERED,  THE                   
SUBSCRIPTION AGREEMENT   WILL   BE   RETURNED   FOR                   
COMPLETION.)                                                          

[ ]  I meet the suitability standards set forth in the Prospectus               
under  the heading "Who May Invest" and as further specified          
in  Exhibit C to the Prospectus and am purchasing Units  for          
my own account.                                                       

[ ]  I  hereby  make, constitute and appoint the Managing Member,               
or  either of them, with full power of substitution, my true          
and  lawful  attorney for the purposes  and  in  the  manner          
provided  in Section 7.5  of the Operating Agreement of  AEI          
Fund  24, which  section   of  the  Operating  Agreement  is          
incorporated  herein  by  reference and hereby made  a  part          
hereof.                                                               

*Your broker is obligated to provide you with a copy of the                     
Prospectus five business days before you subscribe. We are                      
prohibited from selling the Units to you until five business                    
days after you receive the Prospectus.  If you did not receive                  
the Prospectus five business days in advance, you have the right                
to withdraw your subscription.                                                  

NOTE:  SIGNATURES AUTHORIZING THIS INVESTMENT MUST APPEAR ON                    
THE REVERSE SIDE OF THIS FORM.                                    

Please turn over          

7.  INVESTOR SIGNATURES AND CERTIFICATIONS                                      
IMPORTANT  FORM W-9 CERTIFICATION INSTRUCTIONS:  YOU  MUST CROSS OUT ITEM       
(2) BELOW IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT  YOU  ARE  SUBJECT TO       
BACKUP  WITHHOLDING  BECAUSE  OF UNDERREPORTING  INTEREST OR DIVIDENDS ON       
YOUR  TAX  RETURN. However,  if after being notified by the IRS that  you       
were subject   to   backup  withholding you received another notification       
from the IRS that you are no longer subject to backup withholding, do not       
cross  out  item  (2).  Under  penalties  of perjury I certify that:  (1)       
The  number  shown  on  this  form is my correct  Taxpayer Identification       
Number (or I am waiting for a  number  to  be issued to me), AND (2) I am       
not subject to backup withholding either because I have not been notified       
by  the  Internal  Revenue  Service (IRS) that  I  am subject  to  backup       
withholding as a result of a failure to report all interest or dividends,       
or the IRS  has notified   me  that  I  am  no  longer  subject  to backup      
withholding.                                                                    

IMPORTANT CHECK ONE:                                                            
THE INVESTOR IS A UNITED STATES CITIZEN.     Check Here   [ ]                   
THE INVESTOR IS A FOREIGN INVESTOR.          Check Here   [ ]                   
(Nonresident Alien or Individual, Foreign Corporation,                          
Foreign Partnership, or Foreign Trust or Estate).                               

Note: If this investment is to be held within a qualified plan, such            
as an IRA or Keogh Plan, the investor(s) and custodian must sign in             
Block 7.                                                                        

(I/WE ARE AUTHORIZED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF     
THE PERSON(s) OR  ENTITY(s) LISTED IN 3 ABOVE) NEITHER  A  BROKER,  DEALER,     
INVESTMENT  ADVISER  NOR  ANY  OF  THEIR  AGENTS  MAY  SIGN ON BEHALF OF AN     
INVESTOR.  (Custodians must sign for custodial accounts. All other forms of     
registration must be signed by the investing parties.)                          

Investor Signature(s) [X]                          [X]                          

Print Name & Capacity                              Print Name & Capacity        

Tax ID Number                                      Tax ID Number                
Primary                                             

8. CONSENT TO ELECTRONIC DELIVERY OF REPORTS                                    
By intialing one of the boxes below, you will be consenting to delivery         
of periodic reports by AEI Income & Growth Fund 24 LLC to you                   
electronically.  These reports would include:                                   

annual reports that contain audited financial statements, and           

quarterly reports containing unaudited condensed financial              
statements.                                                             

You agree to download these reports from our web site once you have             
been notified by e-mail that they have been posted.  You must  have             
an  e-mail  address  to  use this service.  IF YOU ELECT TO RECEIVE             
THESE REPORTS ELECTRONICALLY,  YOU WILL NOT RECEIVE PAPER COPIES OF             
THE REPORTS IN THE MAIL, UNLESS YOU LATER REVOKE YOUR CONSENT.  You             
may revoke your consent and receive paper copies  at  any  time  by             
notifying us  in  writing  at  AEI  Securities   Incorporated, 1300             
Minnesota  World Trade Center, 30 East Seventh Street, St. Paul, MN             
55101.                                                                          

If you agree to accept reports electronically, please complete the              
following enrollment information:                                               

Name of Investor:                                                               

E-Mail Address                                                                  
 (I understand that I must immediately advise the Fund
 at the address above if my e-mail address changes.)

Consent to Electronic Delivery of Reports (please check):                       

[ ] Please post the reports on your web site, or in a hyperlink from            
your web site, and advise me by e-mail to the address above when        
they are posted.                                                        

Investor Signature(s) [X]                     [X]                               

BROKER/DEALER INFORMATION (Registered representative signature required         
for processing.  Please type or print.)                                         

Broker/Dealer Firm                      Registered Representative Name          

Registered Representative's Office Address                                      

City                State          Zip Code      Phone (including area code)    

To substantiate compliance with Rule 2810 (b)(2) of the NASD'S Conduct Rules,   
the undersigned registered representative hereby  certifies  as follows:        

1. I have reasonable grounds to believe, based on information obtained from     
the  Subscriber  concerning  investment  objectives,  other investments,  
financial situations and  needs and other information known to  me, that  
investment  in  the  Fund  is  suitable for such Subscriber in  light of  
income,   finnancial    position,  net  worth  and   other   suitability  
characteristics.                                                          

2. I have discussed with the Subscriber the risks associated with and the       
liquidity of an investment in the Fund.                                   

Dated:                                                                          
                                   Signature Registered Representative

AEI Fund Management XXI, Inc., as Manager      AEI Fund Management XXI, Inc.    
of  AEI  Fund  24,  hereby  accepts  this                                       
Subscription   Agreement  this     day of      By                               

ATTEST                                         Its                              

AEI INCOME & GROWTH FUND 24 LLC             
SUBSCRIPTION AGREEMENT INSTRUCTIONS             

INVESTOR            To  purchase  Units  of the  currently effective  LLC       
INSTRUCTIONS        complete  and  sign  the  Subscription Agreement  and       
              deliver  it  to your broker, together with your check.
             YOUR CHECK SHOULD BE MADE PAYABLE TO:   FIDELITY BANK
             AEI  FUND  24   ESCROW.   In  order to invest, it  is
             necessary   that   all   items  on  the  Subscription
Agreement be completed.                 

1. INVESTMENT       Limited  Liability  Company interests in the Fund are       
              being offered in units of $1,000. Insert the number of
             Units to be purchased,  multiply the dollar amount of
              the investment ($1,000 x No. of Units). An individual,
             partnership, corporation, trust, association or other
              legal  entity  must purchase a minimum of two and one-
             half ($2,500)  Units.  The  minimum investment for an
             Individual Retirement Account,  Keogh Plan  or  other
             Qualified   Plan  is  at   least  two ($2,000) Units.
             According to state law, individuals in  Nebraska must
  purchase a minimum of five ($5,000) Units.

2. OWNERSHIP        Check the appropriate  box indicating the manner in         
           which title is to be held. Please note that the box
           checked   must  be  consistent with the  number  of
           signatures appearing in Section 7. (See Instruction
           7). In the  case  of   partnerships,  corporations,
           custodianships  or  trusts, the box checked must be
       consistent with the legal title (registration).

PARTICIPANTS IN IRAS AND KEOGH PLANS SHOULD NOTE THE PURCHASE OF LLC UNITS      
DOES NOT IN ITSELF  CREATE  THE   PLAN; YOU MUST CREATE THE PLAN THROUGH A      
BONAFIDE CUSTODIAN OR TRUSTEE WHO WILL ALSO SIGN THE SUBSCRIPTION AGREEMENT     
IN BLOCK 7.                                                                     

3. REGISTERED       Please type or print the exact name (registration)          
OWNER            that the investor  desires on the account. If the        
         investor  is  an  individual, a partnership  or a
         corporation,  please  include in this space   the
         complete  name  and title in which the investment
         is to be held. If the investor is a trust such as
         an IRA or Keogh Plan, please include the name and
         address of the trustee and the trust name. In the
         case of a trust or custodian investment including
         IRAs,   Keogh    Plans   and   other   trusts  or
         custodianships,   quarterly   distributions   and
         investment  correspondence  will normally be sent
           to the trustee or custodian at the mailing address.
         The plan participant will receive  correspondence
         at home. ALL  ACCOUNTS MUST SUPPLY THE INVESTOR'S
         RESIDENTIAL ADDRESS  (FOR  BLUE  SKY REGISTRATION
PURPOSES).                              

4. QUARTERLY        After impounds are met, Fidelity Bank will release          
DISTRIBUTIONS    the interest earned during the impound   period to       
(Automatic       the designated address  (distribution reinvestment       
deposits         does not apply to impound interest).The Partnership      
or checks)       will then commence distributions of cash available       
           for distribution to investors. Please insert "same"
          if  the  checks  are  to  be mailed to the mailing
          address. Please insert the name and address of the
            financial institution as well as the account number,
             if checks are to be sent to a bank, savings and loan,
      or other financial institution or destination.

For Electronic Direct Deposit through ACH, a voided check or savings            
deposit slip is required.                                                       

5. DISTRIBUTION     Answer the  question  by checking yes or no if the          
REINVESTMENT     investor elects to participate in the Distribution       
Reinvestment Plan.                      

6. INVESTOR         To comply with securities regulations,the investor          
REPRESENTATIONS  MUST make the representations in this Subscription       
            Agreement. ALL THREE SPACES MUST BE INITIALED BY THE
INVESTOR.                               

7. INVESTOR         IRS regulations require our escrow bank to have the         
CERTIFICATIONS   W-9 CERTIFICATION completed for all Limited Members.     
           This certifies that the  taxpayer is  not   subject
           to   backup  withholding.  If certification  is not
            completed, the escrow  agent  must legally withhold,
           and  pay  to the IRS,  20% of the taxpayer's escrow
           interest. Read the Subscription Agreement carefully
           for  additional  W-9 Certification Instructions. If
           the investor is a Nonresident Alien or  Individual,
           Foreign Corporation, Foreign Partnership or Foreign
           Trust or Estate, please  check  the  FOREIGN STATUS
           CERTIFICATION box.  TO  AUTHORIZE  THE  INVESTMENT,
           sign  in  the  space(s) provided. If title is to be
           held as joint  tenancy   or  tenants  in common, at
           least two signatures are required. In  the  case of
           community     property,    only    one     investor
           signature is required (see reverse side for details
           on required signatures).  ALL INVESTORS AND/OR PLAN
           PARTICIPANTS MUST PROVIDE SOCIAL SECURITY  NUMBERS.
           Trusts, corporations, partnerships,  custodians and
           estates   MUST    ADDITIONALLY    FURNISH   a   tax
identification number.                  

8. CONSET TO ELEC-  Please   complete   this  section if you consent to         
TRONIC DELIVERY  electronic delivery of financial reports.  You must      
OR REPORTS       have an e-mail address to use this service.   Enter      
           your name and  e-mail   address  and  enter    your
signature(s) where indicated.           

BROKER/DEALER       IT IS NECESSARY THAT ALL ITEMS BE FULLY  COMPLETED.         
           INCLUDE REGISTERED REPRESENTATIVE'S NAME AND BRANCH
           OFFICE   ADDRESS.    THE  REGISTERED REPRESENTATIVE
           MUST SIGN AND  DATE  WHERE INDICATED IN  ORDER  FOR
           THE   APPLICATION TO BE   ACCEPTED.    COMPLETE THE
           REGISTERED REPRESENTATIVE'S  TELEPHONE   NUMBER. IN
           SOME   CASES, THE HOME OFFICE MUST ALSO    SIGN THE
APPROVAL.                               

AEI INCOME & GROWTH FUND 24 LLC                       
STANDARD REGISTRATION REQUIREMENTS                      

The following requirements have been established for the                        
various  forms  of registration. Accordingly,  complete                         
subscription agreements and such supporting material as                         
may be necessary, must be provided.                                             

TYPE OF OWNERSHIP AND SIGNATURE(S) REQUIRED                                     

1. INDIVIDUAL: One signature required.                                          

2. JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: All parties                        
must sign.                                                                

3. TENANTS IN COMMON: All parties must sign.                                    

4. COMMUNITY PROPERTY: Only one investor signature  is                          
required.                                                                 

5. PENSION/PROFIT SHARING PLANS: The trustee signs the                          
Subscription Agreement.                                                   

6. IRA AND IRA ROLLOVERS: Requires signature of authorized                      
signer  (e.g. an officer) of the bank, trust  company,  or                
other  fiduciary.  The  address  of the  trustee  must  be                
provided in order  for  them  to  receive checks and  other               
pertinent information regarding the investment.                           

7. KEOGH (HR 10):  Same  rules as those applicable to IRAs.                     

8. TRUST:  The trustee signs  the  Subscription  Agreement.                     
Provide  the  name  of  the trust, the name of the trustee                
and the name of the beneficiary.                                          

9. PARTNERSHIP: Identify  the entity as to whether it is a                      
general  or  limited partnership.  The  general   partners                
must be identified and their signatures  obtained  on  the                
order.  In  the  case   of  an  investment  by  a  general                
partnership,  all  partners  must sign (unless a "managing                
partner"  has  been designated  for  the  partnership,  in                
which case he may sign on behalf  of  the  partnership  if                
a certified copy  of  the  document granting him authority                
to invest on behalf of the partnership is submitted).                     

10.CORPORATION:   The  Subscription  Agreement  must  be                        
accompanied  by (1) a certified  copy  of  the  resolution                
of the Board  of  Directors  designating the officer(s) of                
the   corporation  authorized  to sign on  behalf  of  the                
corporation   and  (2) a  certified copy  of  the  Board's                
resolution authorizing the investment.                                    

11.UNIFORM  GIFT TO MINORS  ACT (UGMA):   The   required                        
signature  is that of the custodian, not  of  the   parent                
(unless   the  parent   has   been   designated   as   the                
custodian).   Only   one  child  is  permitted  in    each                
investment  under the Uniform Gift  to  Minors   Act.   In                
addition,  designate  state  under  which  UGMA  is  being                
made.                                                                     

12.OTHER: Please  indicate any other ownership type. This                       
space  may   also  be  used to indicate that  Transfer  On                
Death  ("TOD")  instructions   are   included   with   the                
Subscription   Agreement.   If   TOD    instructions   are                
included, the  form  of  Ownership must still be indicated                
within    Section   2.   Please  contact  AEI   Investment                
Services   at   800-328-3519   to   obtain   the   form(s)                
necessary to provide complete TOD instructions.                           

SUBSCRIPTION DOCUMENTS INCLUDE:                                                 

1. Completed Subscription Agreement                                             
(all information completed, dated and signed)                             

2. Subscriber's Check                                                           
(made payable to Fidelity Bank _ AEI Fund 24 Escrow)                      

IMPORTANT: MISSING SIGNATURES OR INVESTOR REPRESENTATIONS                       
WILL  DELAY  ORDER PROCESSING. ORIGINAL SIGNATURES  ARE                         
REQUIRED.                                                                       

MAIL TO: Make your check payable to FIDELITY BANK- AEI FUND                     
24  ESCROW  and return with the Subscription  Agreement                         
to:                                                                             

AEI Fund Management, Inc.                       WIRING INSTRUCTIONS             
1300 Minnesota World Trade Center               Bank: Fidelity Bank             
30 East Seventh Street                                7600 Parklawn Avenue      
St. Paul, Minnesota 55101                             Edina, MN  55435          
                                      Phone#: (952) 831-6600
651-227-7333  651-227-7705 (fax)  800-328-3519  RT#: 091014924                  
                                          Account Name: AEI Income &
                                     Growth Fund 24 Escrow
                                    Account #: xx-xx-xxx
                                     Special instructions:
                                       Contact Dorene Tryon or
                                     Jane Holtan when wire
                            is received.

No  person  has   been   authorized  in                                     
connection    with   this  offering  to                                     
give  any   information or to make  any                                     
representation    other   than    those                                     
contained  in  this prospectus.    This                                     
prospectus   does  not  constitute   an                                     
offer  or solicitation in any  state or                                     
other   jurisdiction to  any  person to                                     
whom it  is   unlawful  to   make  such              50,000 Units           
offer  or  solicitation.   Neither  the           AEI INCOME & GROWTH       
delivery   of  this    prospectus   nor                                     
any sale  hereunder  shall   under  any               FUND 24 LLC           
circumstances  create  an   implication                                     
that  there has been no  change in  AEI                                     
Fund  24's  affairs   since  the   date                                     
hereof.  If, however,   any    material                                     
change   in   AEI   Fund  24's  affairs                                     
occurs   at  any   time     when   this                                     
prospectus is required to be delivered,                                     
this prospectus  will   be  amended  or                PROSPECTUS           
supplemented accordingly.                                                   

Dealer Prospectus Delivery  Obligation.                                     
Until 90 days after the effective date,                                     
all dealers  that  effect  transactions                                     
in  these  securities, whether  or  not                                     
participating in this offering,  may be                                     
required   to   deliver  a  prospectus.                                     
This   is  in   addition   to       the                                     
dealers'   obligation   to   deliver  a                                     
prospectus  when acting as underwriters                                     
and   with   respect to   their  unsold                                     
allotments  or   subscriptions.                                             

Investors   are   not  to  construe the                                     
contents    of    this  prospectus   as                                     
legal  or  tax  advice.  Each  investor                                     
should consult his or  her own counsel,                                     
accountant and other financial advisors             AEI Securities, Inc.    
(and  be  responsible  for  their fees)                                     
regarding    the    legal,   tax    and                                     
investment aspects of this offering.                                        

PART II         

INFORMATION NOT REQUIRED IN THE PROSPECTUS      

Item 24.  Indemnification of Directors and Officers.                            

The Operating Agreement provides that any losses sustained by     
the Manager Members arising out of their activities on behalf of the            
Fund  will  be  reimbursed by the Fund unless such losses  were  the            
result  of  their negligence or misconduct.  Reference  is  made  to            
Section  6.5  of  the Operating Agreement which is attached  to  the            
Prospectus as Exhibit A.                                                        

The  Registrant  will agree to indemnify  the  nonaffiliated    
Dealers and their controlling persons, and the Dealers will agree to            
indemnify  the  Registrant  and  its  controlling  persons,  against            
certain liabilities, including liabilities under the Securities  Act            
of  1933.  Reference is made to the Dealer-Manager Agreement and the            
Dealer Agreement filed as Exhibits 1.1 and 1.2, respectively.                   

For  information regarding the Registrant's  undertaking  to    
submit to adjudication the issue of indemnification for violation of            
the securities laws see Item 26 hereof.                                         

Item 25.  Other Expenses of Issuance and Distribution.                          

Other  expenses in connection with the registration  of  the    
securities  hereunder (other than commissions and dealer  expenses),            
which  will  be  paid  by the Registrant, will be  substantially  as            
follows:                                                                        

                      Amount
Item                          Minimum         Maximum         

SEC fees                      $ 12,500        $ 12,500            
NASD fees                        5,500           5,500            
Blue sky expenses               10,000*         80,000*           
Legal                           20,000*        140,000*           
Printing                         7,500*        100,000*           
Accounting                       3,000*         20,000*           
Literature                                                        
(printing and mailing)         8,000*        120,000*         
Postage, etc.                    1,000*         90,000*           
Personnel charges for                                             
subscription processing, etc.      -         480,000*         
Travel expenses                      -          50,000*           
Dealer due diligence                                              
reimbursement                  7,500         250,000          
Miscellaneous                        -           2,000*           
                   --------      ---------
Total                    $ 75,000      $1,350,000*      
                   ========      =========
*  Estimated.                                                                   

Item 26.  Recent Sales of Unregistered Securities.                              

Not applicable.                                         

II-1            

Item 27.  Exhibits.                                                             

Exhibit No.              Description                              

*1.1                    Form of Dealer-Manager Agreement        

*1.2                    Form of Dealer Agreement                

*3.1                    Certificate of Formation                

*3.2                    Form of Operating Agreement             
                   included as Exhibit A to Prospectus

 *5                      Opinion of Dorsey & Whitney LLP as to the
                legality of the securities being
             registered, including consent

 *8                      Opinion of Dorsey & Whitney LLP as to tax
          matters, including consent

*10                     Form of Impoundment Agreement with      
               Fidelity Bank, Edina, Minnesota

 *23                     Consent of Independent Public Accountants

* Previously filed                                                          

Item 28.  Undertakings.                                                         

The Registrant undertakes (a) to file, during the period  in    
which offers or sales are being made, a post-effective amendment  to            
this Registration Statement to include any prospectuses required  by            
Section  10(a)(3) of the Securities Act of 1933 and to  include  any            
material  information with respect to the plan of  distribution  not            
previously  disclosed in the Registration Statement or any  material            
change  to such information in the Registration Statement, (b)  that            
for the purpose of determining any liability under the Act each such            
post-effective  amendment may be deemed to  be  a  new  registration            
statement  relating  to  the  securities  offered  therein  and  the            
offering  of such securities at that time may be deemed  to  be  the            
initial  bona  fide  offering thereof, (c) that  all  post-effective            
amendments  will  comply  with  the  applicable  forms,  rules   and            
regulations  of  the  Commission in effect at the  time  such  post-            
effective  amendments are filed, and (d) to remove from registration            
by  means of a post-effective amendment any of the securities  being            
registered which remain at the termination of the offering.                     

The Registrant undertakes to send to each Limited Member  at    
least  on  an  annual basis a detailed statement of any transactions            
with  the  Managing  Members  or  their  Affiliates,  and  of  fees,            
commissions, compensation and other benefits paid, or accrued to the            
Managing  Members or their Affiliates for the fiscal year completed,            
showing  the  amount  paid  or accrued to  each  recipient  and  the            
services performed.                                                             

The  Registrant undertakes to provide to the Limited Members    
the  financial statements required by Form 10-K for the  first  full            
fiscal year of operations of the Fund.                                          

The  Registrant  undertakes to  file  a  sticker  supplement    
pursuant  to  Rule  424(b)(3) under the Act during the  distribution            
period describing each property not identified in the prospectus  at            
such  time  as  there  arises  a reasonable  probability  that  such            
property will be acquired and to consolidate such information  in  a            
post-effective  amendment filed at least once  every  three  months,            
with  the information contained in such supplement or post-effective            
amendment  provided simultaneously to the existing Limited  Members.            
Each  sticker  supplement shall disclose all compensation  and  fees            
received  by the Managing Members and their Affiliates in connection            
with any such acquisition.                                                      

The Registrant also undertakes to file, after the end of the    
distribution  period, a current report on Form  8-K  containing  the            
financial statements and any additional information required by Form            
S-11,  to  reflect each commitment (i.e., the signing of  a  binding            
purchase  agreement)  made after the end of the distribution  period            
involving the use of 10% or more (on a cumulative basis) of the  net            
proceeds of the offering and to provide the information contained in            
such  report to the Limited Members at least once each quarter after            
the distribution period of the offering has ended.                              

II-2            

Insofar as indemnification for liabilities arising under the    
Securities Act of 1933 may be permitted to Managing Members  of  the            
Registrant  pursuant to the Operating Agreement, or  otherwise,  the            
Registrant  has  been advised that in the opinion of the  Securities            
and  Exchange  Commission  such indemnification  is  against  public            
policy as expressed in the Act and is, therefore, unenforceable.  In            
the  event that a claim for indemnification against such liabilities            
(other  than  the payment by the Registrant of expenses incurred  or            
paid  by  a  Managing  Member of the Registrant  in  the  successful            
defense of any action, suit or proceeding) is asserted by a Managing            
Member  in  connection  with the securities  being  registered,  the            
Registrant will, unless in the opinion of its counsel the matter has            
been  settled  by  controlling  precedent,  submit  to  a  court  of            
appropriate  jurisdiction the question whether such  indemnification            
by  it is against public policy as expressed in the Act and will  be            
governed by the final adjudication of such issue.                               

II-3            

                                                                [Download Table]

                                 TABLE VI                                          

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                           
                                (Unaudited)                                        

      The  following table provides information with respect to properties         
acquired in the past three years.                                                  

                          Net Lease   Net Lease                                    
                           Income &    Income &                                    
                            Growth      Growth   AEI Real Estate   AEI Real Estate 
                          Fund 84-A   Fund 84-A      Fund 85-A        Fund 85-A    

                           Champps                                                 
                          Americana     Arby's         Arby's     Marie Callender's
                          Columbus,   Hudsonville,   Hudsonville      Gresham,     
 Name, Location and         Ohio       Michigan       Michigan         Oregon      
  Type of Property       Restaurant   Restaurant     Restaurant      Restaurant    
                                                                                   
Gross Leasable Space         10,962        3,305        3,305           5,864      
Date of Purchase            4/16/99       9/3/99       9/3/99         9/28/99      
Mortgage Financing at                                                              
 Date of Purchase                 0            0            0               0      
Cash  Down  Payment      $1,331,178(a)  $440,800(a)  $661,200(a)   $1,596,000      
Contract Purchase                                                                  
 Price Plus                                                                        
 Acquisition Fee                  0            0            0               0      
Other Cash Expenditures                                                            
 Expensed                         0            0            0               0      
Other Cash Expenditures                                                            
 Capitalized                 22,664          569        5,555          20,533      
Total Acquisition Cost   $1,353,842     $441,369     $666,755      $1,616,533      

(a) Represents  a partial ownership interest in such property. An               
affiliated partnership(s) owns the remaining interest.                  

II-4      

TABLE VI (Continued)      

ACQUISITIONS OF PROPERTIES BY PROGRAMS      
(Unaudited)     

AEI REAL ESTATE FUND XV     

Champps                   
           Americana   Children's World   Razzoo's
             Troy,       West Chester,     Austin,
Name, Location and      Michigan         Ohio           Texas             
Type of Property      Restaurant   Child Care Ctr.  Restaurant          

Gross Leasable Space         11,089         7,897            (b)                
Date of Purchase             9/3/98       7/14/99        5/8/00                 
Mortgage Financing at                                                           
Date of Purchase                 0             0             0                
Cash Down Payment        $1,295,206(a)   $986,743      $299,200(a)              
Contract Purchase                                                               
Price Plus                                                                    
Acquisition Fee                  0             0             0                
Other Cash Expenditures                                                         
Expensed                         0             0             0                
Other Cash Expenditures                                                         
Capitalized                 35,059        12,419            (c)               
Total Acquisition Cost   $1,330,265      $999,162      $      0                 

(a) Represents a partial ownership interest  in such property.  An affiliated   
partnership(s) owns the remaining interest.                             

(b) Cash  down payment represents purchase of land.  Restaurant is under        
construction as of December 31, 2000.                                   

(c) A final allocation of capital costs has not been completed.                 

II-5      

                                                                [Download Table]

                           TABLE VI (Continued)                               

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                      
                                (Unaudited)                                   

                         AEI REAL ESTATE FUND XVII                            

                            Champps    Timber Lodge                           
                           Americana    Steakhouse    Champps       Razzoo's  
                             Troy,      Rochester,   Centerville,   Austin,   
  Name, Location and       Michigan     Minnesota       Ohio         Texas    
   Type of Property        Restaurant   Restaurant   Restaurant    Restaurant 
                                                                              
Gross Leasable Space         11,089          6,981       9,368           (b)  
Date of Purchase             9/3/98         9/3/98     1/27/99       5/8/00   
Mortgage Financing at                                                         
 Date of Purchase                 0              0           0            0   
Cash  Down  Payment      $1,270,056(a)  $1,849,868    $551,320(a)  $231,200(a)
Contract Purchase                                                             
 Price Plus                                                                   
 Acquisition Fee                  0              0           0            0   
Other Cash Expenditures                                                       
 Expensed                         0              0           0            0   
Other Cash Expenditures                                                       
 Capitalized                 19,079         60,900         357           (c)  
Total  Acquisition Cost  $1,289,135     $1,910,768    $551,677     $      0   


(a) Represents a partial ownership interest in such property.  An affiliated    
partnership(s) owns the remaining interest.                             

(b) Cash down payment represents purchase of land.  Restaurant is under         
construction as of December 31, 2000.                                   

(c) A final allocation of capital costs has not been completed.                 

II-6        

                                                        [Enlarge/Download Table]

                           TABLE VI (Continued)                                                           

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                                                  
                                (Unaudited)                                                               

                        AEI REAL ESTATE FUND XVIII                                                        

                           Champps                              Old Country   Champps                     
                          Americana   Tumbleweed    Tumbleweed      Buffet    Americana        Razzoo's   
                            Troy,     Chillicothe,   Columbus,    Northlake,  Centerville,   Alpharetta,  
   Name, Location and     Michigan        Ohio         Ohio        Illinois      Ohio          Georgia    
    Type of Property     Restaurant   Restaurant    Restaurant    Restaurant  Restaurant      Restaurant  
                                                                                                          
Gross Leasable Space        11,089        5,483         5,483          8,991       9,368             (b)  
Date of Purchase            9/3/98     11/20/98      12/28/98       12/29/98     1/27/99        6/30/00   
Mortgage Financing at                                                                                     
 Date of Purchase                0            0             0              0           0              0   
Cash  Down  Payment     $1,190,794(a)  $564,750(a)   $545,800(a)  $1,339,000  $1,496,440(a)    $385,920(a)
Contract Purchase                                                                                         
 Price Plus                                                                                               
 Acquisition Fee                 0            0             0              0           0              0   
Other Cash Expenditures                                                                                   
 Expensed                        0            0             0              0           0              0   
Other Cash Expenditures                                                                                   
 Capitalized                 1,702        9,081         8,469         11,804       5,812             (c)  
Total Acquisition Cost  $1,192,496     $573,831      $554,269     $1,350,804  $1,502,252       $      0   

(a) Represents a partial ownership interest in such property.  An affiliated    
partnership(s) owns the remaining interest.                             

(b) Cash  down payment represents purchase  of land.  Restaurant is under       
construction as of Decmeber 31, 2000.                                   

(c) A final allocation of capital costs has not been completed.                 

II-7      

                                                                [Download Table]

                           TABLE VI (Continued)                              

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                     
                                (Unaudited)                                  

                  AEI NET LEASE INCOME & GROWTH FUND XIX                     

                          Champps                                  Marie     
                         Americana   Tumbleweed   Tumbleweed    Callender's  
                           Troy,     Chillicothe,   Columbus,    Henderson,  
   Name, Location and    Michigan       Ohio          Ohio         Nevada    
    Type of Property    Restaurant    Restaurant   Restaurant    Restaurant  
                                                                             
Gross Leasable Space        11,089         5,483        5,483        6,016   
Date of Purchase            9/3/98      11/20/98     12/28/98      9/28/99   
Mortgage Financing at                                                        
Date of Purchase                 0             0            0            0   
Cash  Down  Payment     $1,167,671(a)   $502,000(a)  $818,700(a)  $796,415(a)
Contract Purchase                                                            
Price Plus                                                                   
Acquisition Fee                  0             0            0            0   
Other Cash Expenditures                                                      
Expensed                         0             0            0            0   
Other Cash Expenditures                                                      
Capitalized                 13,514         3,225        4,796        8,496   
Total Acquisition Cost  $1,181,185      $505,225     $823,496     $804,911   

(a) Represents a partial ownership interest  in such property.  An affiliated   
partnership(s) owns the remaining interest.                             

II-8      

TABLE VI (Continued)      

ACQUISITIONS OF PROPERTIES BY PROGRAMS      
(Unaudited)     

AEI NET LEASE INCOME & GROWTH FUND XIX  (Continued)     

                                        Johnny
             Razzoo's      Razzoo's       Carino's
              Austin,      Alpharetta,   San Antonio
Name, Location and        Texas        Georgia        Texas               
Type of Property       Restaurant    Restaurant    Restaurant           

Gross Leasable Space              (b)          (b)            (b)               
Date of Purchase              5/8/00      6/30/00         2/2/01                
Mortgage Financing at                                                           
Date of Purchase                   0            0              0                
Cash Down Payment           $176,800(a)  $257,280(a)    $401,440(a)             
Contract Purchase                                                               
Price Plus                                                                      
Acquisition Fee                    0            0              0                
Other Cash Expenditures                                                         
Expensed                           0            0              0                
Other Cash Expenditures                                                         
Capitalized                       (c)          (c)            (c)               
Total Acquisition Cost      $      0     $      0       $      0                

(a) Represents a partial ownership interest in such property.  An affiliated    
partnership(s) owns the remaining interest.                             

(b) Cash down payment represents purchase of land.  Restaurant is under         
construction as of February 2, 2001.                                    

(c) A final allocation of capital costs has not been completed.                 

II-9      

TABLE VI (Continued)      

ACQUISITIONS OF PROPERTIES BY PROGRAMS      
(Unaudited)     

AEI NET LEASE INCOME & GROWTH FUND XX     

Champps             
Americana             
Columbus,           
Name, Location and           Ohio                                         
Type of Property         Restaurant                                     

Gross Leasable Space             10,962                                         
Date of Purchase                4/16/99                                         
Mortgage Financing at                                                           
Date of Purchase                     0                                        
Cash Down Payment            $2,036,700(a)                                      
Contract Purchase                                                               
Price Plus                                                                    
Acquisition Fee                      0                                        
Other Cash Expenditures                                                         
Expensed                             0                                        
Other Cash Expenditures                                                         
Capitalized                     32,238                                        
Total Acquisition Cost       $2,068,938                                         

(a)  Represents a partial ownership  interest  in  such  property.  An          
affiliated partnership(s) owns the remaining interest.                

II-10     

                                                                [Download Table]

                           TABLE VI (Continued)               

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS      
                                (Unaudited)                   

                          AEI INCOME & GROWTH FUND XXI        


                           Champps     Champps                
                          Americana   Americana    Tumbleweed 
                           Livonia,  Centerville,  Fort Wayne,
   Name, Location and      Michigan     Ohio        Indiana   
    Type of Property      Restaurant  Restaurant   Restaurant 
                                                              
Gross Leasable Space          9,154       9,368       5,700   
Date of Purchase            5/19/98     1/27/99     9/11/00   
Mortgage Financing at                                         
 Date of Purchase                 0           0           0   
Cash  Down  Payment      $4,087,000    $965,382  $1,316,665   
Contract Purchase                                             
 Price Plus                                                   
 Acquisition Fee                  0           0           0   
 Other Cash Expenditures                                      
 Expensed                         0           0           0   
Other Cash Expenditures                                       
 Capitalized                 63,061      19,044      17,650   
Total  Acquisition Cost  $4,150,061    $984,426  $1,334,315   


(a)  Represents a partial ownership interest in such property.  An              
affiliated partnership(s) owns the remaining interest.                

II-11     

                                                        [Enlarge/Download Table]

                           TABLE VI (Continued)                                              

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                                     
                                (Unaudited)                                                  

                         AEI INCOME & GROWTH FUND XXII                                       


                         Hollywood     Champps                 Children's       Children's   
                           Video      Americana     Arby's       World            World      
                         Saraland,   Centerville,  Homewood,    Abingdon,        Houston,    
   Name, Location and     Alabama       Ohio        Alabama     Maryland          Texas      
     Type of Property      Store     Restaurant   Restaurant  Child Care Ctr. Child Care Ctr.
                                                                                             
Gross Leasable Space          7,488        9,368         3,256        7,417          7,255   
Date of Purchase            1/26/99      1/27/99        7/9/99      7/14/99        7/14/99   
Mortgage Financing at                                                                        
 Date of Purchase                 0            0             0            0              0   
Cash  Down  Payment      $1,332,305     $905,740(a) $1,357,000   $1,005,773       $870,466   
Contract Purchase                                                                            
 Price Plus                                                                                  
 Acquisition Fee                  0            0             0            0              0   
Other Cash Expenditures                                                                      
 Expensed                         0            0             0            0              0   
Other Cash Expenditures                                                                      
 Capitalized                 45,586       19,103        35,592       45,999         21,752   
Total Acquisition Cost   $1,377,891     $924,843    $1,392,592   $1,051,772       $892,219   


(a)  Represents a partial ownership interest in such property.  An              
affiliated partnership(s) owns the remaining interest.                

II-12     

                                                        [Enlarge/Download Table]
                           TABLE VI (Continued)                                                              

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                                                     
                                (Unaudited)                                                                  

                   AEI INCOME & GROWTH FUND XXII  (Continued)                                                


                         Children's      Children's    Hollywood    Hollywood                    Marie       
                           World           World         Video        Video       Tumbleweed   Callender's   
                         Pearland,         DePere,       Minot,    Muscle Shoals,  Fort Wayne,  Henderson,   
   Name, Location and      Texas         Wisconsin    North Dakota  Alabama         Indiana      Nevada      
     Type of Property  Child Care Ctr. Child Care Ctr.    Store       Store        Restaurant   Restaurant   
                                                                                                             
Gross Leasable Space         7,595          10,180         7,506       6,721            5,573        6,016   
Date of Purchase           7/14/99         7/14/99       7/16/99     8/26/99          8/31/99      9/28/99   
Mortgage Financing at                                                                                        
 Date of Purchase                0               0             0           0                0            0   
Cash  Down  Payment       $919,305      $1,161,469    $1,291,680  $1,315,310       $1,290,000     $911,600(a)
Contract Purchase                                                                                            
 Price Plus                                                                                                  
 Acquisition Fee                 0               0             0           0                0            0   
Other Cash Expenditures                                                                                      
 Expensed                        0               0             0           0                0            0   
Other Cash Expenditures                                                                                      
 Capitalized                24,110          25,983        38,320      25,317           26,695       26,297   
Total  Acquisition Cost   $943,415      $1,187,452    $1,330,000  $1,340,627       $1,316,695     $937,897   


(a) Represents a partial ownership interest  in such property.  An affiliated   
partnership(s) owns the remaining interest.                             

II-13     

                                                                [Download Table]

                           TABLE VI (Continued)              

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS     
                                (Unaudited)                  

                   AEI INCOME & GROWTH FUND XXII  (Continued)


                            Children's                       
                              World           Razzoo's       
                             Golden,          Austin,        
   Name, Location and        Colorado          Texas         
    Type of Property      Child Care Ctr.   Restaurant       
                                                             
Gross Leasable Space            8,570             (b)        
Date of Purchase              9/28/00         5/8/00         
Mortgage Financing at                                        
 Date of Purchase                   0              0         
Cash Down Payment            $671,836(a)    $652,800(a)      
Contract Purchase                                            
 Price Plus                                                  
 Acquisition Fee                    0              0         
Other Cash Expenditures                                      
 Expensed                           0              0         
Other Cash Expenditures                                      
 Capitalized                       10             (c)        
Total Acquisition Cost       $671,846       $      0         


(a) Represents a partial ownership interest  in such property.  An affiliated   
partnership(s) owns the remaining interest.                             

(b) Cash down payment represents purchase  of land.  Restaurant is under        
construction as of December 31, 2000.                                   

(c) A final allocation of capital costs has not been completed.                 

II-14     

                                                        [Enlarge/Download Table]
                           TABLE VI (Continued)                                          

                  ACQUISITIONS OF PROPERTIES BY PROGRAMS                                 
                                (Unaudited)                                              

                          AEI INCOME & GROWTH FUND 23                                    


                                        Johnny                                  Johnny   
                          Tumbleweed    Carino's     Razzoo's      Razzoo's     Carino's 
                           Kettering,  Victoria,   San Antonio,  Alpharetta,  San Antonio
   Name, Location and        Ohio        Texas        Texas        Georgia       Texas   
    Type of Property      Restaurant   Restaurant  Restaurant    Restaurant   Restaurant 
                                                                                         
Gross Leasable Space          5,483         6,474        8,095          (b)          (b) 
Date of Purchase            8/23/00       12/7/00     12/19/00     6/30/00       2/2/01  
Mortgage Financing at                                                                    
 Date of Purchase                 0             0            0           0            0  
Cash Down Payment        $1,199,515    $1,639,050   $3,405,745    $707,520(a)  $370,560  
Contract Purchase                                                                        
 Price Plus                                                                              
 Acquisition Fee                  0             0            0           0            0  
Other Cash Expenditures                                                                  
 Expensed                         0             0            0           0            0  
Other Cash Expenditures                                                                  
 Capitalized                 16,596        23,548       28,980          (c)          (c) 
Total Acquisition Cost   $1,216,111    $1,662,598   $3,434,725    $      0     $      0  


(a) Represents a partial ownership interest in such property.  An affiliated    
partnership(s) owns the remaining interest.                             

(b) Cash down payment represents purchase  of land.  Restaurant is under        
construction as of February 2, 2001.                                    

(c) A final allocation of capital costs has not been completed.                 

II-15     

SIGNATURES            

In accordance with the requirements of the Securities Act of 1933         
the  Registrant certifies that it has reasonable grounds to  believe            
that  it  meets  the requirements for filing on Form  SB-2  and  has            
authorized this Registration Statement to be signed on its behalf by            
the undersigned, in the City of St. Paul, State of Minnesota,                   
on May 16, 2001.                                                                

         AEI INCOME & GROWTH FUND 24 LLC

          By AEI Fund Management XXI, Inc.
Managing Member 

  By  /s/ROBERT P. JOHNSON
                    Robert P. Johnson, President

In accordance with the requirements of the Securities Act of 1933,          
the Registrant certifies that is has resonaable grounds to  believe             
that  is  meets  the  requirements  for filing on Form SB-2 and has             
authorized Amendment No 5 to this   Registration  Statement  to  be             
signed on its behalf by the undersigned  in the City  of  St. Paul,             
State of Minnesota, On May 16, 2001.                                            

MANAGING Member                                                                 

AEI Fund Management XXI, Inc.                                Date               

By /s/ROBERT P. JOHNSON     Sole Director and           May 16, 2001            
Robert P. Johnson     President (principal                          
executive officer)      

By/s/ MARK E. LARSON        Chief Financial Officer     May 16, 2001            
Mark E. Larson        and Treasurer (principal                      
financial and accounting
officer)                

INDIVIDUAL Managing  Member                                                     

By  /s/ROBERT P. JOHNSON    Individual Managing Member  May 16, 2001            
Robert P. Johnson                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		12/31/02		117					None on these Dates
Filed on:		5/16/01		1		124
		4/9/01		66
		3/31/01		70		74
		2/2/01		124
		2/1/01		124
		1/25/01		76
		12/31/00		34		124
		12/7/00		68		74
		11/21/00		80
		12/31/99		65		78
		7/31/96		124
		1/1/96		124
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