SecProbe.io

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June 14, 2005

Ms. Cicely D. Luckey
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Washington D.C. 20549

Re: Form 10-KSB for the year ended December 31, 2004 and
    Form 10-QSB for the quarter ended March 31, 2005 for
     AEI Real Estate Fund XV Limited Partnership - File No. 0-14089
     AEI Real Estate Fund XVII Limited Partnership - File No. 0-17467
     AEI Net Lease Income & Growth Fund XX Ltd Partnership - File No. 0-23778
     AEI Income & Growth Fund XXI Limited Partnership - File No.0-29274
     AEI Income & Growth Fund XXII Limited Partnership - File No. 0-24003
     AEI Income & Growth Fund 23 LLC - File No. 0-30449
     AEI Income & Growth Fund 24 LLC - File No. 0-49653

Dear Ms. Luckey:

This   letter   will  respond  to  comments  and   requests   for
supplemental information contained in your letters dated May  24,
2005  for the above registrants.  Since the letters for  each  of
the  registrants contain similar comments and the registrants use
the  same  accounting and reporting procedures, we have responded
to your comments in one letter for the seven registrants.  A copy
of  the  letter  was filed as correspondence on  EDGAR  for  each
registrant.  The responses in this letter are referenced  to  the
numbered paragraphs in your letters.

COMMENT #1 - ALL SEVEN REGISTRANTS

We  recognize  rental  revenue according  to  the  terms  of  the
individual  lease  for  each property.  We  recognize  contingent
rental  revenue  in  accordance with SAB 101; namely  ".when  the
changes  in the factor(s) on which the contingent lease  payments
is (are) based actually occur." Contingent rental payments, based
on  future sales volume, are recognized when the contingencies on
which  the  payments  are  based are  satisfied  and  the  rental
payments  become due under the terms of the leases.   For  leases
that contain rent increases based upon future CPI increases, such
increases are recorded similarly to contingent rents.

For  leases  that contain stated rental increases, the  increases
are  recognized  in  the year in which they are  effective.   The
nature  of our business includes not only the rental of property,
but  also the sale of property and reinvestment of sales proceeds
in new property.  Historically, across all our real estate funds,
the average holding period for properties that have been sold  is
less than six years, far less than the original lease term, which
is  typically 15 to 20 years.  For this reason, as  well  as  the
uncertainty  of  collection due to potential tenant  default,  we
follow  a  less  aggressive policy by recording  these  rents  as
realized, and not on a straight-line basis.

COMMENT #2 - ALL SEVEN REGISTRANTS

We consistently follow a policy of proportionate consolidation to
report  our  investment in partially owned properties.   We  have
responded  to SEC inquiries on this matter on previous  occasions
and our policy has been accepted.

SOP 78-9, Paragraph 11 indicates that if " the approval of two or
more  of  the owners is not required for decisions regarding  the
financing,  development, sale or operations of real estate  owned
and  each  investor  is entitled to only its pro  rata  share  of
income,  is  responsible  to  pay only  its  pro  rata  share  of
expenses, and is severally liable only for indebtedness it incurs
in  connection with its interest in the property, the  investment
may  be  presented  by recording the undivided  interest  in  the
assets, liabilities, revenue, and expenses of the venture".   The
notes  to financial statements consistently disclose the lack  of
joint  control  over properties owned with tenants-in-common  and
affiliated  entities.  For these properties, each  owner  owns  a
separate undivided interest in the property, is free to  sell  or
mortgage their interest in the property, receives only their  pro
rata share of income and is charged with their pro rata share  of
expenses.

We  are  aware of EITF 00-1 which we believe does not change  our
accounting  or reporting considering our facts and circumstances.
Our  investments are made in specific properties rather  than  in
legal entities described in this pronouncement.

COMMENT #3 - FUND XX, FUND XXI, FUND XXII, FUND 23, FUND 24

For  property  purchased with in-place leases, we  evaluated  the
dollar  impact, as well as the presentation impact, of SFAS  141.
We  determined  that  for the users of our financial  statements,
separation  of  the lease value from the land and building  would
not  be  material to the financial statements for the year  ended
December 31, 2004 and for the quarter ended March 31, 2005.

The  registrants  purchase  single tenant  commercial  properties
leased  to  tenants through triple net leases.  At  the  time  of
purchase,  the  registrants  obtain  an  independent  third-party
appraisal  of the value of the property.  With minor  exceptions,
the  appraised  value is equal to or greater  than  the  purchase
price  of  the property.  Our properties typically have very  low
vacancy  rates.  Currently, our real estate funds  own  over  100
properties  and  only one property is vacant.  As  single  tenant
properties, absorption ratios do not apply.  The lease  terms  on
the  properties  vary but are typically 15  to  20  years  before
considering   renewal   options.   The   registrants   depreciate
buildings  over  25 years, except for Fund XX, which  depreciates
buildings  over  30 years.  As a result, the net  effect  on  the
income  statement  is not significant.  In future  quarterly  and
annual  filings, we will assess the impact of SFAS  141  for  any
purchases of property with in-place leases.

COMMENT #4 - FUND XXII, FUND 23

This comment applies only to Fund 23 as Fund XXII does not own an
interest in the properties mentioned.  In preparing Form  10-KSB,
we determined the Razzoo's restaurants in Alpharetta, Georgia and
San Antonio, Texas met the criteria of FAS 144 and the properties
were  classified accordingly as "Held for Sale" at  December  31,
2004 and 2003.  Disclosure was included in the MD&A and financial
statement footnotes regarding the status of the properties.

In  late 2003, the tenant closed the restaurant in Alpharetta and
indicated   they  were  no  longer  interested  in  operating   a
restaurant  at the site.  The tenant continued to  pay  rent  and
comply with the lease obligations.  The tenant was encouraged  to
find  a  buyer or new tenant for the property in order to relieve
the  tenant  of the on-going financial obligations of the  lease.
On  February  9, 2004, Fund 23 listed the property  for  sale  or
lease with a real estate broker in the Alpharetta area.  Based on
the initial interest in the property and our experience with this
type  of situation, it appeared selling the property was  a  more
likely outcome than re-leasing the property.  Later, Fund 23  and
the  tenant reached an agreement, effective November 1, 2004,  to
terminate  the  lease for the property in Alpharetta  and  return
possession  of  the property to Fund 23.  On December  16,  2004,
Fund  23  entered into an agreement to sell the  property  to  an
unrelated  third party.  On March 29, 2005, after Fund  23  filed
its  Form  10-KSB for the year ended December 31, 2004, the  sale
closed.

During  the  summer of 2003, the tenant closed the restaurant  in
San  Antonio.   On December 5, 2003, the Company  terminated  the
lease  effective December 31, 2003.  Shortly thereafter, Fund  23
and  the  tenant exchanged legal filings related to the lease  of
the  property.  On January 26, 2004, Fund 23 listed the  property
for  sale  or lease with a real estate broker in the San  Antonio
area.   Fund  23's goal was to sell the property and  invest  the
proceeds  from the sale in replacement income-producing property.
In  October 2004, Fund 23 entered into an agreement to lease  the
property to an unrelated third party.  The lease became effective
on  February  16, 2005, when the new tenant's feasibility  period
expired.  The lease requires the new tenant to begin paying  rent
120  days  after the end of the feasibility period  or  June  16,
2005.   After the tenant starts to pay rent, Fund 23  intends  to
sell  the  property  and invest the proceeds  from  the  sale  in
replacement income-producing property.

In connection with this response, the registrants acknowledge the
following:

     The  registrants  are responsible for  the  adequacy  and
     accuracy of the disclosure in the filings;

     Staff comments or changes to disclosure in response to staff
     comments do not foreclose the Commission from taking any action
     with respect to the filings; and

     The registrants may not assert staff comments as a defense
     in any proceeding initiated by the Commission or any person under
     the federal securities laws of the United States.

If you have any questions, please give me a call at 651-225-7738.

Sincerely,

/s/ Patrick W Keene
Patrick W. Keene
Chief Financial Officer
Managing General Partner of Limited Partnerships and
Managing Member of LLCs

cc:  Thomas Flinn - SEC via fax
     Jim Warner - Boulay, Heutmaker, Zibell & Co.
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