UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB

             Annual Report Under Section 13 or 15(d)
             of The Securities Exchange Act of 1934

          For the Fiscal Year Ended:  December 31, 2001

                 Commission file number:  24003

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
         (Name of Small Business Issuer in its Charter)

        State of Minnesota                41-1848181
  (State or other Jurisdiction of     (I.R.S. Employer)
  Incorporation or Organization)     Identification No.)

  1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
            (Address of Principal Executive Offices)

                         (651) 227-7333
                   (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

                                 Name of each exchange on
     Title of each class             which registered
           None                           None

Securities registered pursuant to Section 12(g) of the Act:

                      Limited Partnership Units
                          (Title of class)

Check  whether  the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during the past 12 months (or for such shorter period  that
the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.

                         Yes [X]    No

Check if disclosure of delinquent filers in response to Rule  405
of  Regulation  S-B  is  not  contained  in  this  Form,  and  no
disclosure  will  be contained, to the best of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB. [X]

The  Issuer's  revenues  for year ended December  31,  2001  were
$1,283,070.

As  of  February 28, 2002, there were 16,534.635 Units of limited
partnership interest in the registrant outstanding and  owned  by
nonaffiliates  of  the registrant, which Units had  an  aggregate
market  value (based solely on the price at which they were  sold
since there is no ready market for such Units) of $16,534,635.


               DOCUMENTS INCORPORATED BY REFERENCE

 The registrant has not incorporated any documents by reference
                        into this report.

         Transitional Small Business Disclosure Format:

                         Yes        No [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

        AEI  Income  & Growth Fund XXII Limited Partnership  (the
"Partnership" or the "Registrant") is a limited partnership which
was  organized pursuant to the laws of the State of Minnesota  on
July   31,  1996.   The  registrant  is  comprised  of  AEI  Fund
Management XXI, Inc. (AFM) as Managing General Partner, Robert P.
Johnson  as  the  Individual General Partner, and  purchasers  of
partnership  units as Limited Partners.  The Partnership  offered
for  sale up to $24,000,000 of limited partnership interests (the
"Units")  (24,000  Units  at  $1,000  per  Unit)  pursuant  to  a
registration   statement  effective  January   10,   1997.    The
Partnership  commenced operations on May  1,  1997  when  minimum
subscriptions  of  1,500 Limited Partnership  Units  ($1,500,000)
were accepted.  The Partnership's offering terminated January  9,
1999  when the extended offering period expired.  The Partnership
received  subscriptions for 16,917.222 Limited Partnership  Units
($16,917,222).

        The  Partnership  was organized to acquire  existing  and
newly  constructed commercial properties located  in  the  United
States,  to  lease  such properties to tenants under  triple  net
leases,  to  hold  such  properties and to eventually  sell  such
properties.    From   subscription  proceeds,   the   Partnership
purchased twelve properties, including partial interests in three
properties, at a total cost of $13,363,547.  The balance  of  the
subscription proceeds was applied to organization and syndication
costs,   working   capital  reserves  and  distributions,   which
represented  a  return  of  capital.   The  properties  are   all
commercial,  single  tenant buildings  leased  under  triple  net
leases.

         The   Partnership's  properties  were   purchased   with
subscription proceeds without any indebtedness.  The  Partnership
will not finance properties in the future to obtain proceeds  for
new  property  acquisitions.  If it is required  to  do  so,  the
Partnership  may  incur  short-term indebtedness,  which  may  be
secured  by a portion of the Partnership's properties, to finance
day-to-day cash flow requirements (including cash flow  necessary
to  repurchase  Units).   The amount of borrowings  that  may  be
secured by the properties is limited in the aggregate to  10%  of
the  purchase price of all properties.  The Partnership will  not
incur  borrowings prior to application of the proceeds from  sale
of the Units, will not incur borrowings to pay distributions, and
will  not  incur  borrowings while there is  cash  available  for
distributions.

       The Partnership will hold its properties until the General
Partners  determine  that the sale or other  disposition  of  the
properties   is   advantageous  in  view  of  the   Partnership's
investment  objectives.  In deciding whether to sell  properties,
the  General  Partners will consider factors  such  as  potential
appreciation,  net  cash flow and income tax considerations.   In
addition,  certain  lessees may be granted  options  to  purchase
properties  after  a  specified portion of  the  lease  term  has
elapsed.   The  Partnership expects to sell some or  all  of  its
properties  prior to its final liquidation and  to  reinvest  the
proceeds   from   such  sales  in  additional  properties.    The
Partnership reserves the right, at the discretion of the  General
Partners,  to  either  distribute  proceeds  from  the  sale   of
properties  to  the  Partners or to  reinvest  such  proceeds  in
additional  properties,  provided that  sufficient  proceeds  are
distributed  to  the Limited Partners to pay  federal  and  state
income  taxes related to any taxable gain recognized as a  result
of  the  sale.   It  is  anticipated that  the  Partnership  will
commence liquidation through the sale of its remaining properties
twelve  to  fifteen  years  after its formation,  although  final
liquidation   may  be  delayed  by  a  number  of  circumstances,
including market conditions and seller financing of properties.

ITEM 1. DESCRIPTION OF BUSINESS.  (Continued)

Leases

       Although there are variations in the specific terms of the
leases,  the following is a summary of the general terms  of  the
Partnership's  leases.   The properties  are  leased  to  various
tenants  under  triple  net  leases,  which  are  classified   as
operating  leases.   Under  a triple net  lease,  the  lessee  is
responsible  for  all real estate taxes, insurance,  maintenance,
repairs  and  operating expenses for the property.   The  initial
lease terms are for 15 to 20 years.  The leases provide for  base
annual  rental  payments,  payable in monthly  installments,  and
contain  rent  clauses which entitle the Partnership  to  receive
additional rent in future years based on stated rent increases.

        The leases provide the lessees with two to four five-year
renewal options subject to the same terms and conditions  as  the
initial  lease.   Certain lessees have been  granted  options  to
purchase  the  property.  Depending on the  lease,  the  purchase
price is either determined by a formula, or is the greater of the
fair  market value of the property or the amount determined by  a
formula.  In all cases, if the option were to be exercised by the
lessee,  the  purchase price would be greater than  the  original
cost of the property.

        On  June 29, 1998, the Partnership purchased a parcel  of
land  in  Centerville, Ohio for $1,850,988.  On August 28,  1998,
the  Partnership assigned, for diversification purposes,  77%  of
its  interest  in the property to three affiliated  partnerships.
The land is leased to Americana Dining Corporation (ADC) under  a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $29,801.  Effective December 25, 1998,  the  annual
rent  was increased to $44,701.  Simultaneously with the purchase
of the land, the Partnership entered into a Development Financing
Agreement under which the Partnership advanced funds to  ADC  for
the  construction of a Champps Americana restaurant on the  site.
Initially, the Partnership charged interest on the advances at  a
rate of 7.0%.  Effective December 25, 1998, the interest rate was
increased  to 10.5%.  On January 27, 1999, after the  development
was  completed, the Lease Agreement was amended to require annual
rental  payments of $93,256.  The Partnership's  share  of  total
acquisition costs, including the cost of the land, was  $924,843.
The  remaining interests in the property are owned  by  AEI  Real
Estate Fund XVII Limited Partnership, AEI Real Estate Fund  XVIII
Limited  Partnership  and AEI Income & Growth  Fund  XXI  Limited
Partnership, affiliates of the Partnership.

        On  November 20, 1998, the Partnership purchased a parcel
of land in Homewood, Alabama for $696,000.  The land is leased to
RTM  Alabama, Inc. (RTM) under a Lease Agreement with  a  primary
term   of  20  years  and  annual  rental  payments  of  $46,980.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership  advanced  funds to RTM for the  construction  of  an
Arby's  restaurant on the site.  The Partnership charged interest
on  the advances at a rate of 6.75%.  On July 9, 1999, after  the
development  was completed, the Lease Agreement  was  amended  to
require  annual  rental payments of $87,135.   Total  acquisition
costs, including the cost of the land, were $1,392,592.

        On  November 25, 1998, the Partnership purchased a parcel
of  land in Fort Wayne, Indiana for $470,000.  The land is leased
to  Tumbleweed, Inc. (TWI) under a Lease Agreement with a primary
term   of  15  years  and  annual  rental  payments  of  $39,950.
Effective  March  24,  1999, the annual  rent  was  increased  to
$48,175.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which  the Partnership advanced funds to TWI for the construction
of   a  Tumbleweed  restaurant  on  the  site.   Initially,   the
Partnership charged interest on the advances at a rate  of  8.5%.
Effective  March  24, 1999, the interest rate  was  increased  to
10.25%.  On August 31, 1999, after the development was completed,
the Lease Agreement was amended to require annual rental payments
of  $130,941.  Total acquisition costs, including the cost of the
land, were $1,316,695.

ITEM 1. DESCRIPTION OF BUSINESS.  (Continued)

       On January 26, 1999, the Partnership purchased a Hollywood
Video store in Saraland, Alabama for $1,377,891.  The property is
leased  to  Hollywood Entertainment Corp. under a Lease Agreement
with  a  primary term of 15 years and annual rental  payments  of
$129,617.

         On   July  14,  1999,  the  Partnership  purchased  four
Children's  World daycare centers located in Abingdon,  Maryland,
Houston,  Texas,  Pearland,  Texas and  DePere,  Wisconsin.   The
properties were purchased for $1,051,772, $892,219, $943,415  and
$1,187,452, respectively.  The properties are leased  to  ARAMARK
Educational  Resources, Inc. under Lease Agreements with  primary
terms of 15 years and annual rental payments of $91,677, $79,093,
$83,635 and $106,157, respectively.

        On  July  16, 1999, the Partnership purchased a Hollywood
Video  store in Minot, North Dakota for $1,330,000.  The property
is  leased to Hollywood Entertainment Corporation under  a  Lease
Agreement  with  a  primary term of 15 years  and  annual  rental
payments of $129,168.

        On August 26, 1999, the Partnership purchased a Hollywood
Video  store  in  Muscle  Shoals, Alabama  for  $1,340,627.   The
property is leased to Hollywood Entertainment Corporation under a
Lease Agreement with a primary term of 15 years and annual rental
payments of $129,659.

        On  September 28, 1999, the Partnership purchased  a  53%
interest  in a Marie Callender's restaurant in Henderson,  Nevada
for  $937,897.   The property was leased to Marie  Callender  Pie
Shops,  Inc. under a Lease Agreement with a primary  term  of  15
years  and  annual  rental payments of  $85,595.   The  remaining
interest in the property was purchased by AEI Net Lease Income  &
Growth  Fund  XIX  Limited  Partnership,  an  affiliate  of   the
Partnership.

        On  September 28, 2000, the Partnership purchased  a  40%
interest in a Children's World daycare center in Golden, Colorado
for  $671,846.   The  property is leased to  ARAMARK  Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $66,344.   The  remaining
interests in the property were purchased by AEI Private Net Lease
Millennium  Fund  Limited Partnership and AEI Private  Net  Lease
Fund 1998 Limited Partnership, affiliates of the Partnership.

        On  May 8, 2000, the Partnership purchased a 48% interest
in  a parcel of land in Austin, Texas for $652,800.  The land  is
leased  to  Razzoo's, Inc. (RI) under a Lease  Agreement  with  a
primary  term of 15 years and annual rental payments of  $55,488.
Effective  October  4,  2000, the annual rent  was  increased  to
$63,648.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which  the  Partnership advanced funds to RI for the construction
of  a Razzoo's restaurant on the site.  Initially the Partnership
charged  interest on the advances at a rate of  8.5%.   Effective
October  4,  2000  and  April 15, 2001,  the  interest  rate  was
increased  to 9.75% and 15.0%, respectively.  On June  27,  2001,
after  development was completed, the Lease Agreement was amended
to require annual rental payments of $152,662.  The Partnership's
share  of the total acquisition costs, including the cost of  the
land,  was  $1,544,215.  The remaining interests in the  property
are  owned  by  AEI Real Estate Fund XV Limited Partnership,  AEI
Real  Estate  Fund XVII Limited Partnership, and  AEI  Net  Lease
Income  & Growth Fund XIX Limited Partnership, affiliates of  the
Partnership.

ITEM 1. DESCRIPTION OF BUSINESS.  (Continued)

        On May 14, 2001, the Partnership purchased a 25% interest
in  a Children's World daycare center in Plainfield, Illinois for
$368,176.    The  property  is  leased  to  ARAMARK   Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $35,269.   The  remaining
interests in the property are owned by AEI Real Estate Fund  85-A
Limited  Partnership  and AEI Private Net Lease  Millennium  Fund
Limited Partnership, affiliates of the Partnership.

        Through  December 31, 2001, the Partnership sold 92.6155%
of  the  Children's World in DePere, Wisconsin, in  six  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,248,116, which resulted in
a  total  net  gain  of  $189,071.  The total  cost  and  related
accumulated depreciation of the interests sold was $1,099,764 and
$40,719, respectively.  For the years ended December 31, 2001 and
2000, the net gain was $61,518 and $127,553, respectively.

        During  2000,  the Partnership sold its interest  in  the
Marie  Callender's restaurant, in five separate transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $1,035,799, which resulted in a total net  gain  of
$108,736.  The total cost and related accumulated depreciation of
the interests sold was $937,897 and $10,834, respectively.

         During  2000,  the  Partnership  sold  35.5084%  of  the
Hollywood  Video  store in Saraland, Alabama, in  three  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $595,850, which resulted in a
total   net  gain  of  $121,431.   The  total  cost  and  related
accumulated  depreciation of the interests sold was $489,267  and
$14,848, respectively.

         During  2001,  the  Partnership  sold  36.032%  of   the
Children's   World   in  Golden,  Colorado,  in   four   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $748,177, which resulted in a
total   net  gain  of  $154,002.   The  total  cost  and  related
accumulated  depreciation of the interests sold was $605,199  and
$11,024, respectively.

Major Tenants

        During 2001, four tenants each contributed more than  ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 77% of total rental revenue  in
2001.   It  is anticipated that, based on minimum rental payments
required  under  the leases, each major tenant will  continue  to
contribute  more than ten percent of rental revenue in  2002  and
future   years.   Any  failure  of  these  major  tenants   could
materially   affect  the  Partnership's  net  income   and   cash
distributions.

Competition

        The  Partnership is a minor factor in the commercial real
estate  business.   There are numerous entities  engaged  in  the
commercial  real  estate  business which have  greater  financial
resources  than  the  Partnership.  At the time  the  Partnership
elects to dispose of its properties, the Partnership will  be  in
competition  with other persons and entities to find  buyers  for
its properties.

Employees

        The  Partnership  has  no direct  employees.   Management
services   are  performed  for  the  Partnership  by   AEI   Fund
Management, Inc., an affiliate of AFM.

ITEM 2. DESCRIPTION OF PROPERTIES.

Investment Objectives

        The  Partnership's investment objectives are  to  acquire
existing or newly-developed commercial properties throughout  the
United  States  that  offer the potential for  (i)  regular  cash
distributions  of  lease  income; (ii)  growth  in  lease  income
through rent escalation provisions; (iii) preservation of capital
through   all-cash  transactions;  (iv)  capital  growth  through
appreciation in the value of properties; and (v) stable  property
performance  through long-term lease contracts.  The  Partnership
does  not  have a policy, and there is no limitation, as  to  the
amount  or percentage of assets that may be invested in  any  one
property.  However, to the extent possible, the General  Partners
attempt  to  diversify the type and location of the Partnership's
properties.

Description of Properties

       The Partnership's properties are commercial, single tenant
buildings.  The properties were acquired on a debt-free basis and
are  leased to various tenants under triple net leases, which are
classified  as  operating  leases.   The  Partnership  holds   an
undivided fee simple interest in the properties.

        The  Partnership's properties are subject to the  general
competitive conditions incident to the ownership of single tenant
investment  real estate.  Since each property is leased  under  a
long-term   lease,   there  is  little  competition   until   the
Partnership  decides to sell the property.   At  this  time,  the
Partnership will be competing with other real estate  owners,  on
both a national and local level, in attempting to find buyers for
the   properties.   In  the  event  of  a  tenant  default,   the
Partnership would be competing with other real estate owners, who
have  property vacancies, to attract a new tenant  to  lease  the
property.   The Partnership's tenants operate in industries  that
are  very  competitive and can be affected  by  factors  such  as
changes  in regional or local economies, seasonality and  changes
in consumer preference.

        The following table is a summary of the property that the
Partnership acquired and owned as of December 31, 2001.

                               Total Property               Annual    Annual
                     Purchase   Acquisition                 Lease     Rent Per
Property               Date        Costs      Lessee        Payment   Sq. Ft.

TGI Friday's Restaurant
 Greensburg, PA                               Ohio Valley
 (40.0%)              12/10/97   $ 668,144   Bistros, Inc.   $  69,969  $38.79

Hollywood Video Store                         Hollywood
 Saraland, AL                               Entertainment
 (64.4916%)            1/26/99   $  888,624  Corporation     $  83,592  $17.31

Champps Americana
 Restaurant                                    Champps
 Centerville, OH                              Operating
 (23.0%)               1/27/99   $  924,843  Corporation     $  93,256  $43.28

Arby's Restaurant                                RTM
 Homewood, AL           7/9/99   $1,392,592  Alabama, Inc.   $ 122,005  $37.47

Children's World                                ARAMARK
 Daycare Center                               Educational
 Abingdon, MD          7/14/99   $1,051,772  Resources, Inc. $ 91,677   $12.36



ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

                               Total Property               Annual    Annual
                     Purchase   Acquisition                 Lease     Rent Per
Property               Date        Costs       Lessee       Payment   Sq. Ft.

Children's World                               ARAMARK
 Daycare Center                              Educational
 Houston, TX        7/14/99   $  892,219  Resources, Inc.   $  79,093  $10.91

Children's World                               ARAMARK
 Daycare Center                              Educational
 Pearland, TX       7/14/99   $  943,415  Resources, Inc.   $  83,635  $11.01

Children's World
 Daycare Center                                ARAMARK
 DePere, WI                                  Educational
 (7.3845%)          7/14/99   $   87,688  Resources, Inc.   $   7,839  $10.43

                                               Hollywood
Hollywood Video Store                        Entertainment
 Minot, ND          7/16/99   $1,330,000   Corporation      $ 129,168  $17.21

                                               Hollywood
Hollywood Video Store                        Entertainment
 Muscle Shoals, AL  8/26/99   $1,340,626   Corporation      $ 129,659  $19.29

Tumbleweed Restaurant
 Fort Wayne, IN     8/31/99   $1,316,695   Tumbleweed, Inc. $ 136,231  $24.44

 Children's World
 Daycare Center                                 ARAMARK
 Golden, CO                                   Educational
 (3.968%)           9/28/00   $   66,647   Resources, Inc.  $   6,581  $19.35

Children's World
 Daycare Center                                 ARAMARK
 Plainfield, IL                               Educational
 (25.0%)            5/14/01   $  368,176   Resources, Inc.  $  35,269  $15.76

Razzoo's Restaurant
 Austin, TX
 (48.0%)            6/27/01   $1,544,215   Razzoo's, Inc.   $ 152,662  $32.45


        The  properties  listed above with  a  partial  ownership
percentage  are  owned with affiliates of the Partnership  and/or
related  third  parties.   The  remaining  interest  in  the  TGI
Friday's restaurant is owned by AEI Real Estate Fund XVII Limited
Partnership.   The  remaining interests in the Champps  Americana
restaurant  are  owned  by  AEI Real  Estate  Fund  XVII  Limited
Partnership,  AEI Real Estate Fund XVIII Limited Partnership  and
AEI  Income & Growth Fund XXI Limited Partnership.  The remaining
interests  in the Hollywood Video store in Saraland, Alabama  and
the  Children's  World  daycare center in DePere,  Wisconsin  are
owned by unrelated third parties.  The remaining interests in the
Children's World daycare center in Golden, Colorado are owned  by
AEI  Private  Net  Lease Millennium Fund Limited Partnership  and
unrelated  third  parties.   The  remaining  interests   in   the
Children's World daycare center in Plainfield, Illinois are owned
by  AEI Real Estate Fund 85-A Limited Partnership and AEI Private
Net  Lease  Millennium Fund Limited Partnership.   The  remaining
interests in the Razzoo's restaurant are owned by AEI Real Estate
Fund  XV  Limited Partnership, AEI Real Estate Fund XVII  Limited
Partnership  and AEI Net Lease Income & Growth Fund  XIX  Limited
Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES.  (Continued)

        The Partnership accounts for properties owned as tenants-
in-common  with  affiliated Partnerships and/or  unrelated  third
parties  using  the  proportionate  consolidation  method.   Each
tenant-in-common  owns  a  separate, undivided  interest  in  the
properties.   Any  tenant-in-common that holds more  than  a  50%
interest  does  not control decisions over the  other  tenant-in-
common  interests.   The financial statements reflect  only  this
Partnership's percentage share of the properties' land,  building
and equipment, liabilities, revenues and expenses.

        The  initial  Lease terms are 15 years,  except  for  the
Champps Americana and Arby's restaurants, which have Lease  terms
of 20 years.  The Leases contain renewal options which may extend
the  Lease  term  an  additional 15 years,  except  for  the  TGI
Friday's, Arby's, Razzoo's and Tumbleweed restaurants, which have
renewal  options that may extend the Lease term an additional  10
years  and the Hollywood Video store in Saraland, Alabama,  which
has  renewal options that may extend the Lease term an additional
20 years.

        Pursuant to the Lease Agreement, the tenants are required
to provide proof of adequate insurance coverage on the properties
they  occupy.   The General Partners believe the  properties  are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.

         For  tax  purposes,  the  Partnership's  properties  are
depreciated  under the Modified Accelerated Cost Recovery  System
(MACRS).  The largest depreciable component of a property is  the
building  which  is depreciated, using the straight-line  method,
over  39  years.   The  remaining  depreciable  components  of  a
property  are personal property and land improvements  which  are
depreciated,  using an accelerated method, over 5 and  15  years,
respectively.  Since the Partnership has tax-exempt Partners, the
Partnership is subject to the rules of Section 168(h)(6)  of  the
Internal  Revenue  Code  which  requires  a  percentage  of   the
properties' depreciable components to be depreciated over  longer
lives  using  the straight-line method.  In general, the  federal
tax  basis of the properties for tax depreciation purposes is the
same as the basis for book depreciation purposes.

        Through  December 31, 2001, all properties  listed  above
were 100% occupied.

ITEM 3. LEGAL PROCEEDINGS.

       None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       None.


                             PART II

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
        RELATED SECURITY HOLDER MATTERS.

        As of December 31, 2001 there were 736 holders record  of
the  registrant's Limited Partnership Units.  There is  no  other
class  of  security outstanding or authorized.  The  registrant's
Units  are  not  a traded security in any market.   However,  the
Partnership  may  acquire Units from Limited  Partners  who  have
tendered  their  Units to the Partnership.   Such  Units  may  be
acquired at a discount.  The Partnership will not be obligated to
purchase  in  any year any number of Units that, when  aggregated
with  all  other transfers of Units that have occurred since  the
beginning   of  the  same  calendar  year  (excluding   Permitted
Transfers as defined in the Partnership Agreement), would  exceed
5%  of the total number of Units outstanding on January 1 of such
year.  In no event shall the Partnership be obligated to purchase
Units if, in the sole discretion of the Managing General Partner,
such  purchase  would  impair the capital  or  operation  of  the
Partnership.

        During  2001, six Limited Partners redeemed  a  total  of
100.69  Partnership  Units for $75,503  in  accordance  with  the
Partnership  Agreement.  In prior years, eleven Limited  Partners
redeemed  a total of 259.90 Partnership Units for $201,102.   The
redemptions  increase the remaining Limited  Partner's  ownership
interest in the Partnership.

       Cash distributions of $33,082 and $33,384 were made to the
General Partners and $1,175,943 and $1,140,252 were made  to  the
Limited   Partners   in   2001  and  2000,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash   Flow,  as  defined,  except  as  discussed  below.   These
distributions  should  not be compared  with  dividends  paid  on
capital stock by corporations.

       As part of the Limited Partnership distributions discussed
above,  the  Partnership  distributed $270,000  and  $259,449  of
proceeds from property sales in 2001 and 2000, respectively.  The
distributions  reduced  the  Limited Partner's  Adjusted  Capital
Contribution.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

        For  the  years  ended December 31, 2001  and  2000,  the
Partnership   recognized   rental  income   of   $1,207,009   and
$1,144,982,   respectively.   During  the   same   periods,   the
Partnership  earned  investment income of  $76,061  and  $80,227,
respectively.  In 2001, rental income increased as  a  result  of
additional rent received from three property acquisitions in 2000
and 2001 and rent increases on three properties.  These increases
in  rental  income were partially offset by a decrease in  rental
income due to the property sales discussed below.

        During  the years ended December 31, 2001 and  2000,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $186,297 and $164,339, respectively.  These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements and correspondence to the Limited Partners.   During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $33,650 and $29,932, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, taxes, insurance and other property costs.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

       As of December 31, 2001, the Partnership's annualized cash
distribution  rate  was  7.0%,  based  on  the  Adjusted  Capital
Contribution.     Pursuant   to   the   Partnership    Agreement,
distributions of Net Cash Flow were allocated 97% to the  Limited
Partners and 3% to the General Partners.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   Leases  may contain rent increases,  based  on  the
increase  in  the  Consumer Price Index over a specified  period,
which  will result in an increase in rental income over the  term
of  the  leases.   In addition, leases may contain  rent  clauses
which  entitle  the  Partnership to receive  additional  rent  in
future  years  if gross receipts for the property exceed  certain
specified  amounts.  Increases in sales volumes of  the  tenants,
due to inflation and real sales growth, may result in an increase
in rental income over the term of the leases.  Inflation also may
cause the real estate to appreciate in value.  However, inflation
and  changing prices may have an adverse impact on the  operating
margins  of  the  properties' tenants, which could  impair  their
ability  to  pay rent and subsequently reduce the Net  Cash  Flow
available for distributions.

Liquidity and Capital Resources

       During the year ended December 31, 2001, the Partnership's
cash  balances  increased $308,071 as a result of cash  generated
from  the  sale of property, which was partially offset  by  cash
used  to  purchase property and the Partnership distributed  more
cash to the Partners than it generated from operating activities.
Net   cash  provided  by  operating  activities  increased   from
$1,009,525  in  2000 to $1,117,956 in 2001  as  a  result  of  an
increase  in  income  in 2001 and net timing differences  in  the
collection  of  payments  from the lessees  and  the  payment  of
expenses,   which  were  partially  offset  by  an  increase   in
Partnership administration expenses in 2001.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from  the  sale of real estate.  During the years ended  December
31,  2001 and 2000, the Partnership generated cash flow from  the
sale  of  real estate of $1,150,946 and $2,476,996, respectively.
During  the  same periods, the Partnership expended $666,803  and
$1,917,434, respectively, to invest in real properties (inclusive
of  acquisition  expenses)  as  the Partnership  reinvested  cash
generated from property sales.

        Through  December 31, 2001, the Partnership sold 92.6155%
of  the  Children's World in DePere, Wisconsin, in  six  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,248,116, which resulted in
a  total  net  gain  of  $189,071.  The total  cost  and  related
accumulated depreciation of the interests sold was $1,099,764 and
$40,719, respectively.  For the years ended December 31, 2001 and
2000, the net gain was $61,518 and $127,553, respectively.

        During  2000,  the Partnership sold its interest  in  the
Marie  Callender's restaurant, in five separate transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $1,035,799, which resulted in a total net  gain  of
$108,736.  The total cost and related accumulated depreciation of
the interests sold was $937,897 and $10,834, respectively.

         During  2000,  the  Partnership  sold  35.5084%  of  the
Hollywood  Video  store in Saraland, Alabama, in  three  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $595,850, which resulted in a
total   net  gain  of  $121,431.   The  total  cost  and  related
accumulated  depreciation of the interests sold was $489,267  and
$14,848, respectively.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

         During  2001,  the  Partnership  sold  36.032%  of   the
Children's   World   in  Golden,  Colorado,  in   four   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $748,177, which resulted in a
total   net  gain  of  $154,002.   The  total  cost  and  related
accumulated  depreciation of the interests sold was $605,199  and
$11,024, respectively.

       During 2001 and 2000, the Partnership distributed $272,728
and  $262,069 of the net sale proceeds to the Limited and General
Partners  as part of their regular quarterly distributions  which
represented a return of capital of $16.26 and $15.54 per  Limited
Partnership Unit, respectively.  The remaining net sale  proceeds
will  either  be reinvested in additional property or distributed
to the Partners in the future.

        On  September 28, 2000, the Partnership purchased  a  40%
interest in a Children's World daycare center in Golden, Colorado
for  $671,846.   The  property is leased to  ARAMARK  Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $66,344.   The  remaining
interests in the property were purchased by AEI Private Net Lease
Millennium  Fund  Limited Partnership and AEI Private  Net  Lease
Fund 1998 Limited Partnership, affiliates of the Partnership.

        On  May 8, 2000, the Partnership purchased a 48% interest
in  a parcel of land in Austin, Texas for $652,800.  The land  is
leased  to  Razzoo's, Inc. (RI) under a Lease  Agreement  with  a
primary  term of 15 years and annual rental payments of  $55,488.
Effective  October  4,  2000, the annual rent  was  increased  to
$63,648.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which  the  Partnership advanced funds to RI for the construction
of  a Razzoo's restaurant on the site.  Initially the Partnership
charged  interest on the advances at a rate of  8.5%.   Effective
October  4,  2000  and  April 15, 2001,  the  interest  rate  was
increased  to 9.75% and 15.0%, respectively.  On June  27,  2001,
after  development was completed, the Lease Agreement was amended
to require annual rental payments of $152,662.  The Partnership's
share  of the total acquisition costs, including the cost of  the
land,  was  $1,544,215.  The remaining interests in the  property
are  owned  by  AEI Real Estate Fund XV Limited Partnership,  AEI
Real  Estate  Fund XVII Limited Partnership, and  AEI  Net  Lease
Income  & Growth Fund XIX Limited Partnership, affiliates of  the
Partnership.

        On May 14, 2001, the Partnership purchased a 25% interest
in  a Children's World daycare center in Plainfield, Illinois for
$368,176.    The  property  is  leased  to  ARAMARK   Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $35,269.   The  remaining
interests in the property are owned by AEI Real Estate Fund  85-A
Limited  Partnership  and AEI Private Net Lease  Millennium  Fund
Limited Partnership, affiliates of the Partnership.

       The Partnership's primary use of cash flow is distribution
and  redemption  payments to Partners.  The Partnership  declares
its  regular  quarterly  distributions before  the  end  of  each
quarter and pays the distribution in the first ten days after the
end  of  each  quarter.  The Partnership attempts to  maintain  a
stable  distribution  rate from quarter to  quarter.   Redemption
payments are paid to redeeming Partners on a semi-annual basis.

        The  Partnership may acquire Units from Limited  Partners
who have tendered their Units to the Partnership.  Such Units may
be acquired at a discount.  The Partnership will not be obligated
to purchase in any year any number of Units that, when aggregated
with  all  other transfers of Units that have occurred since  the
beginning   of  the  same  calendar  year  (excluding   Permitted
Transfers as defined in the Partnership Agreement), would  exceed
5%  of the total number of Units outstanding on January 1 of such
year.  In no event shall the Partnership be obligated to purchase
Units if, in the sole discretion of the Managing General Partner,
such  purchase  would  impair the capital  or  operation  of  the
Partnership.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        During  2001, six Limited Partners redeemed  a  total  of
100.69  Partnership  Units for $75,503  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net  Cash  Flow from operations.  In prior  years,  eleven
Limited Partners redeemed a total of 259.90 Partnership Units for
$201,102.    The  redemptions  increase  the  remaining   Limited
Partner's ownership interest in the Partnership.

       The continuing rent payments from the properties, together
with  cash  generated from property sales, should be adequate  to
fund   continuing   distributions  and  meet  other   Partnership
obligations on both a short-term and long-term basis.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995

         The   foregoing  Management's  Discussion  and  Analysis
contains various "forward looking  statements" within the meaning
of   federal   securities   laws  which  represent   management's
expectations  or  beliefs  concerning  future  events,  including
statements  regarding anticipated application of  cash,  expected
returns  from rental income, growth in revenue, taxation  levels,
the  sufficiency  of  cash to meet operating expenses,  rates  of
distribution,  and  other  matters.   These,  and  other  forward
looking statements made by the Partnership, must be evaluated  in
the   context  of  a  number  of  factors  that  may  affect  the
Partnership's  financial  condition and  results  of  operations,
including the following:

    Market  and  economic conditions which affect the  value
    of  the  properties the Partnership owns and  the  cash
    from rental income such properties generate;

    the  federal  income tax consequences of rental  income,
    deductions,  gain  on  sales and other  items  and  the
    affects of these consequences for investors;

    resolution  by  the General Partners of  conflicts  with
    which they may be confronted;

    the   success  of  the  General  Partners  of   locating
    properties with favorable risk return characteristics;

    the effect of tenant defaults; and

    the  condition of the industries in which the tenants of
    properties owned by the Partnership operate.


ITEM 7. FINANCIAL STATEMENTS.

       See accompanying index to financial statements.




        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS






Report of Independent Auditors

Balance Sheet as of December 31, 2001 and 2000

Statements for the Years Ended December 31, 2001 and 2000:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements




                 REPORT OF INDEPENDENT AUDITORS





To the Partners:
AEI Income & Growth Fund XXII Limited Partnership
St. Paul, Minnesota




     We have audited the accompanying balance sheet of AEI Income
&  Growth  Fund  XXII  Limited Partnership (a  Minnesota  limited
partnership)  as  of December 31, 2001 and 2000 and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years then ended.  These financial statements  are  the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements 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 financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial statements.  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 audits provide  a  reasonable
basis for our opinion.

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  AEI  Income  &  Growth Fund XXII Limited  Partnership  as  of
December 31, 2001 and 2000, and the results of its operations and
its  cash  flows  for  the years then ended, in  conformity  with
accounting principles generally accepted in the United States  of
America.




Minneapolis, Minnesota      /s/ BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
January  23, 2002               Boulay, Heutmaker, Zibell & Co. P.L.L.P.
                                    Certified Public Accountants

<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                          BALANCE SHEET

                           DECEMBER 31

                             ASSETS

                                                   2001           2000

CURRENT ASSETS:
  Cash and Cash Equivalents                    $   880,350     $   572,279
  Receivables                                            0          28,040
                                                -----------     -----------
      Total Current Assets                         880,350         600,319
                                                -----------     -----------
INVESTMENTS IN REAL ESTATE:
  Land                                           4,912,902       5,010,783
  Buildings and Equipment                        7,902,754       7,491,306
  Construction in Progress                               0         616,286
  Accumulated Depreciation                        (769,823)       (477,061)
                                                -----------     -----------
      Net Investments in Real Estate            12,045,833      12,641,314
                                                -----------     -----------
           Total  Assets                       $12,926,183     $13,241,633
                                                ===========     ===========



                LIABILITIES AND PARTNERS' CAPITAL


CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.         $    48,399     $    21,606
  Distributions Payable                            290,645         300,145
                                                -----------     -----------
      Total Current Liabilities                    339,044         321,751
                                                -----------     -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   1,645         (40,033)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 16,917 Units issued;
   16,557 and 16,657 Units outstanding in
   2001 and 2000, respectively                  12,585,494      12,959,915
                                                -----------     -----------
     Total Partners' Capital                    12,587,139      12,919,882
                                                -----------     -----------
       Total Liabilities and Partners' Capital $12,926,183     $13,241,633
                                                ===========     ===========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                       STATEMENT OF INCOME

                 FOR THE YEARS ENDED DECEMBER 31


                                                   2001          2000

INCOME:
  Rent                                         $ 1,207,009    $ 1,144,982
  Investment Income                                 76,061         80,227
                                                -----------    -----------
      Total Income                               1,283,070      1,225,209
                                                -----------    -----------

EXPENSES:
  Partnership Administration - Affiliates          186,297        164,339
  Partnership Administration and Property
     Management - Unrelated Parties                 33,650         29,932
  Depreciation                                     326,858        318,756
                                                -----------    -----------
      Total Expenses                               546,805        513,027
                                                -----------    -----------

OPERATING INCOME                                   736,265        712,182

GAIN ON SALE OF REAL ESTATE                        215,520        357,720
                                                -----------    -----------
NET INCOME                                     $   951,785    $ 1,069,902
                                                ===========    ===========

NET INCOME ALLOCATED:
  General Partners                             $    74,760    $    32,097
  Limited Partners                                 877,025      1,037,805
                                                -----------    -----------
                                               $   951,785    $ 1,069,902
                                                ===========    ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
 (16,601 and 16,730 weighted average Units
 outstanding in 2001 and 2000, respectively)   $     52.83    $     62.03
                                                ===========    ===========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                     STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31


                                                   2001           2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                   $   951,785     $ 1,069,902

  Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                  326,858         318,756
     Gain on Sale of Real Estate                  (215,520)       (357,720)
     (Increase) Decrease in Receivables             28,040         (28,040)
     Increase in Payable to
        AEI Fund Management, Inc.                   26,793           6,627
                                                -----------     -----------
       Total Adjustments                           166,171         (60,377)
                                                -----------     -----------
       Net Cash Provided By
           Operating Activities                  1,117,956       1,009,525
                                                -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                      (666,803)     (1,917,434)
  Proceeds from Sale of Real Estate              1,150,946       2,476,996
                                                -----------     -----------
       Net Cash Provided By
           Investing Activities                    484,143         559,562
                                                -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (Decrease) in Distributions Payable     (9,500)         43,298
   Distributions to Partners                    (1,206,689)     (1,170,114)
   Redemption Payments                             (77,839)       (117,393)
                                                -----------     -----------
       Net Cash Used For
         Financing Activities                   (1,294,028)     (1,244,209)
                                                -----------     -----------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                            308,071         324,878

CASH AND CASH EQUIVALENTS, beginning of period     572,279         247,401
                                                -----------     -----------
CASH AND CASH EQUIVALENTS, end of period       $   880,350     $   572,279
                                                ===========     ===========

 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

            STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                 FOR THE YEARS ENDED DECEMBER 31


                                                                  Limited
                                                                Partnership
                             General     Limited                   Units
                             Partners    Partners      Total    Outstanding


BALANCE, December 31, 1999  $(38,746)  $13,176,233  $13,137,487   16,808.18

  Distributions              (29,862)   (1,140,252)  (1,170,114)

  Redemption Payments         (3,522)     (113,871)    (117,393)    (150.86)

  Net Income                  32,097     1,037,805    1,069,902
                             --------   -----------  -----------  ----------
BALANCE, December 31, 2000   (40,033)   12,959,915   12,919,882   16,657.32

  Distributions              (30,746)   (1,175,943)  (1,206,689)

  Redemption Payments         (2,336)      (75,503)     (77,839)    (100.69)

  Net Income                  74,760       877,025      951,785
                             --------   -----------  -----------  ----------
BALANCE, December 31, 2001  $  1,645   $12,585,494  $12,587,139   16,556.63
                             ========   ===========  ===========  ==========



 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(1)  Organization -

     AEI   Income   &   Growth  Fund  XXII  Limited   Partnership
     (Partnership)  was  formed to acquire and  lease  commercial
     properties   to   operating  tenants.    The   Partnership's
     operations  are  managed by AEI Fund  Management  XXI,  Inc.
     (AFM), the Managing General Partner.  Robert P. Johnson, the
     President  and  sole  shareholder  of  AFM,  serves  as  the
     Individual General Partner and an affiliate of AFM, AEI Fund
     Management,  Inc.  (AEI), performs  the  administrative  and
     operating functions for the Partnership.

     The   terms   of  the  Partnership  offering  call   for   a
     subscription  price of $1,000 per Limited Partnership  Unit,
     payable   on  acceptance  of  the  offer.   The  Partnership
     commenced   operations   on  May  1,   1997   when   minimum
     subscriptions    of   1,500   Limited   Partnership    Units
     ($1,500,000) were accepted.  The offering terminated January
     9,  1999  when  the extended offering period  expired.   The
     Partnership  received subscriptions for  16,917.222  Limited
     Partnership Units ($16,917,222).

     Under  the  terms of the Limited Partnership Agreement,  the
     Limited  Partners and General Partners contributed funds  of
     $16,917,222  and  $1,000, respectively.  During  operations,
     any  Net  Cash Flow, as defined, which the General  Partners
     determine  to  distribute will be  distributed  97%  to  the
     Limited   Partners   and   3%  to  the   General   Partners.
     Distributions to Limited Partners will be made pro  rata  by
     Units.

     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of properties which the General Partners determine
     to distribute will, after provisions for debts and reserves,
     be  paid  in  the following manner: (i) first,  99%  to  the
     Limited  Partners and 1% to the General Partners  until  the
     Limited  Partners  receive an amount  equal  to:  (a)  their
     Adjusted Capital Contribution plus (b) an amount equal to 9%
     of their Adjusted Capital Contribution per annum, cumulative
     but not compounded, to the extent not previously distributed
     from  Net  Cash  Flow;  (ii) any remaining balance  will  be
     distributed  90%  to the Limited Partners  and  10%  to  the
     General  Partners.   Distributions to the  Limited  Partners
     will be made pro rata by Units.

     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing  or  other  disposition  of  property,  will  be
     allocated  first  in the same ratio in  which,  and  to  the
     extent,  Net  Cash Flow is distributed to the  Partners  for
     such year.  Any additional profits will be allocated in  the
     same  ratio  as  the  last  dollar  of  Net  Cash  Flow   is
     distributed.   Net losses from operations will be  allocated
     99% to the Limited Partners and 1% to the General Partners.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(1)  Organization - (Continued)

     For  tax purposes, profits arising from the sale, financing,
     or  other  disposition  of property  will  be  allocated  in
     accordance  with the Partnership Agreement as  follows:  (i)
     first,  to  those  partners with deficit balances  in  their
     capital  accounts  in an amount equal to  the  sum  of  such
     deficit  balances; (ii) second, 99% to the Limited  Partners
     and  1%  to the General Partners until the aggregate balance
     in  the Limited Partners' capital accounts equals the sum of
     the Limited Partners' Adjusted Capital Contributions plus an
     amount  equal  to 9% of their Adjusted Capital Contributions
     per  annum, cumulative but not compounded, to the extent not
     previously  allocated;  (iii)  third,  the  balance  of  any
     remaining  gain  will then be allocated 90% to  the  Limited
     Partners  and 10% to the General Partners.  Losses  will  be
     allocated 98% to the Limited Partners and 2% to the  General
     Partners.

     The  General Partners are not required to currently  fund  a
     deficit   capital   balance.   Upon   liquidation   of   the
     Partnership or withdrawal by a General Partner, the  General
     Partners will contribute to the Partnership an amount  equal
     to  the  lesser  of  the deficit balances in  their  capital
     accounts  or  1%  of  total Limited  Partners'  and  General
     Partners' capital contributions.

(2)  Summary of Significant Accounting Policies -

     Financial Statement Presentation

       The  accounts  of  the Partnership are maintained  on  the
       accrual  basis of accounting for both federal  income  tax
       purposes and financial reporting purposes.

     Accounting Estimates

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

       The  Partnership regularly assesses whether market  events
       and conditions indicate that it is reasonably possible  to
       recover  the carrying amounts of its investments  in  real
       estate  from  future operations and sales.   A  change  in
       those  market events and conditions could have a  material
       effect on the carrying amount of its real estate.

     Cash Concentrations of Credit Risk

       The  Partnership's  cash  is deposited  primarily  in  one
       financial institution and at times during the year it  may
       exceed FDIC insurance limits.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(2)  Summary of Significant Accounting Policies - (Continued)

     Statement of Cash Flows

       For  purposes  of  reporting cash  flows,  cash  and  cash
       equivalents  may include cash in checking,  cash  invested
       in   money   market  accounts,  certificates  of  deposit,
       federal  agency notes and commercial paper with a term  of
       three months or less.

     Income Taxes

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

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

     Real Estate

       The  Partnership's real estate is leased under triple  net
       leases  classified as operating leases.   The  Partnership
       recognizes  rental revenue on the accrual basis  according
       to  the terms of the individual leases.  For leases  which
       contain   rental  increases  based  on  cost   of   living
       increases,  the increases are recognized in  the  year  in
       which they are effective.

       Real  estate is recorded at the lower of cost or estimated
       net   realizable  value.   The  Partnership  compares  the
       carrying amount of its properties to the estimated  future
       cash  flows expected to result from the property  and  its
       eventual  disposition.  If the sum of the expected  future
       cash  flows  is  less  than the  carrying  amount  of  the
       property,  the  Partnership recognizes an impairment  loss
       by  the  amount  by  which  the  carrying  amount  of  the
       property exceeds the fair value of the property.

       The  Partnership  has capitalized as Investments  in  Real
       Estate   certain   costs  incurred  in  the   review   and
       acquisition  of the properties.  The costs were  allocated
       to the land, buildings and equipment.

       The   buildings  and  equipment  of  the  Partnership  are
       depreciated  using the straight-line method for  financial
       reporting purposes based on estimated useful lives  of  25
       years and 5 years, respectively.



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(2)  Summary of Significant Accounting Policies - (Continued)

       The  Partnership accounts for properties owned as tenants-
       in-common  with  affiliated Partnerships and/or  unrelated
       third   parties   using  the  proportionate  consolidation
       method.   Each tenant-in-common owns a separate, undivided
       interest  in  the  properties.  Any tenant-in-common  that
       holds  more than a 50% interest does not control decisions
       over  the other tenant-in-common interests.  The financial
       statements  reflect  only  this  Partnership's  percentage
       share  of  the  properties' land, building and  equipment,
       liabilities, revenues and expenses.

     Newly Issued Pronouncements

       The   Financial  Accounting  Standards  Board  has  issued
       Statement  of  Financial  Accounting  Standards  No.  143,
       Accounting  for  Asset Retirement Obligations  (SFAS  143)
       and  Statement of Financial Accounting Standards No.  144,
       Accounting  for the Impairment or Disposal  of  Long-Lived
       Assets  (SFAS  144).  SFAS 143 will be applicable  to  the
       Partnership  in  the year ended December 31,  2003.   SFAS
       144  will  be  applicable to the Partnership in  the  year
       ended   December  31,  2002.   Management   is   currently
       evaluating  the  impact of SFAS 143 and SFAS  144  on  its
       financial statements.

(3)  Related Party Transactions -

     The  Partnership  owns a 40.0% interest in  a  TGI  Friday's
     restaurant.   The  remaining interest in  this  property  is
     owned  by AEI Real Estate Fund XVII Limited Partnership,  an
     affiliate of the Partnership.  The Partnership owns a  23.0%
     interest  in a Champps Americana restaurant.  The  remaining
     interests in this property are owned by AEI Real Estate Fund
     XVII Limited Partnership, AEI Real Estate Fund XVIII Limited
     Partnership  and  AEI  Income  &  Growth  Fund  XXI  Limited
     Partnership, affiliates of the Partnership.  The Partnership
     owns  a 3.968% interest in a Children's World daycare center
     in  Golden,  Colorado.   The  remaining  interests  in  this
     property are owned by AEI Private Net Lease Millennium  Fund
     Limited  Partnership, an affiliate of the  Partnership,  and
     unrelated  third parties.  AEI Private Net Lease  Fund  1998
     Limited Partnership, an affiliate of the Partnership,  owned
     a  42.0%  interest in this property until the  interest  was
     sold,  in  a  series  of transactions,  to  unrelated  third
     parties in 2001.  The Partnership owns a 25.0% interest in a
     Children's  World  daycare center in  Plainfield,  Illinois.
     The  remaining interests in this property are owned  by  AEI
     Real  Estate  Fund 85-A Limited Partnership and AEI  Private
     Net Lease Millennium Fund Limited Partnership, affiliates of
     the Partnership.  The Partnership owns a 48.0% interest in a
     Razzoo's  restaurant.   The  remaining  interests  in   this
     property  are  owned  by  AEI Real Estate  Fund  XV  Limited
     Partnership,  AEI Real Estate Fund XVII Limited  Partnership
     and   AEI  Net  Lease  Income  &  Growth  Fund  XIX  Limited
     Partnership, affiliates of the Partnership.  The Partnership
     owned  a  53.0% interest in a Marie Callender's  restaurant.
     The  remaining interests in this property are owned  by  AEI
     Net  Lease Income & Growth Fund XIX Limited Partnership  and
     unrelated third parties.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(3)  Related Party Transactions - (Continued)

     AEI   and  AFM  received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:

                                         Total Incurred by the Partnership
                                          for the Years Ended December 31

                                                     2001          2000
a.AEI and AFM are reimbursed for all costs
  incurred in connection with managing the
  Partnership's operations, maintaining the
  Partnership's books and communicating
  the results of operations to the Limited
  Partners.                                       $ 186,297      $ 164,339
                                                   ========       ========
b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties relating to Partnership
  administration and property management.
  These expenses included printing costs, legal
  and filing fees, direct administrative costs,
  outside audit and accounting costs, taxes,
  insurance and other property costs.             $  33,650      $  29,932
                                                   ========       ========
c.AEI is reimbursed for all costs and direct
  expenses incurred by it in acquiring properties
  on behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $8,859 and $45,923
  for 2001 and 2000, respectively.                $  (1,121)     $ (23,489)
                                                   ========       ========
d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.           $  48,462      $  95,103
                                                   ========       ========


     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance due for the services described in 3a, b, c,  and  d.
     This balance is non-interest bearing and unsecured and is to
     be paid in the normal course of business.



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through triple net leases, which are classified as operating
     leases.  Under a triple net lease, the lessee is responsible
     for  all  real estate taxes, insurance, maintenance, repairs
     and  operating expenses of the property.  The initial  Lease
     terms  are  15  years, except for the Champps Americana  and
     Arby's restaurants, which have Lease terms of 20 years.  The
     Leases  contain renewal options which may extend  the  Lease
     term  an  additional 15 years, except for the TGI  Friday's,
     Arby's,  Razzoo's  and  Tumbleweed restaurants,  which  have
     renewal options that may extend the Lease term an additional
     10  years,  and  the  Hollywood  Video  store  in  Saraland,
     Alabama, which has renewal options that may extend the Lease
     term  an  additional  20  years.  The  Leases  contain  rent
     clauses  which entitle the Partnership to receive additional
     rent in future years based on stated rent increases.

     The  Partnership's  properties are all  commercial,  single-
     tenant   buildings.    The  TGI  Friday's   restaurant   was
     constructed  and  acquired  in 1997.   The  Hollywood  Video
     stores in Alabama and the Children's World daycare center in
     DePere,  Wisconsin were constructed in 1998 and acquired  in
     1999.   The  Children's World daycare centers  in  Abingdon,
     Maryland  and Houston, Texas were constructed  in  1995  and
     acquired  in 1999.  The Children's World daycare  center  in
     Pearland,  Texas  was constructed in 1997  and  acquired  in
     1999.   The  Children's  World  daycare  center  in  Golden,
     Colorado   was  constructed  and  acquired  in  2000.    The
     Children's World daycare center in Plainfield, Illinois  and
     the  Razzoo's  restaurant were constructed and  acquired  in
     2001.    The  remaining  properties  were  constructed   and
     acquired  in 1999.  There have been no costs capitalized  as
     improvements subsequent to the acquisitions.

     The   cost   of   the   properties and related   accumulated
     depreciation at December 31, 2001 are as follows:

                                         Buildings and            Accumulated
Property                          Land     Equipment      Total   Depreciation

TGI Friday's, Greensburg, PA  $  295,020  $  373,124  $   668,144  $ 64,768
Hollywood Video, Saraland, AL    369,668     518,956      888,624    61,410
Champps Americana,
 Centerville, OH                 468,050     456,793      924,843    59,572
Arby's, Homewood, AL             748,169     644,423    1,392,592    86,404
Children's World, Abingdon, MD   208,416     843,356    1,051,772    82,930
Children's World, Houston, TX    124,577     767,642      892,219    75,485
Children's World, Pearland, TX   204,105     739,310      943,415    72,699
Children's World, DePere, WI      19,509      68,179       87,688     6,704
Hollywood Video, Minot, ND       619,597     710,403    1,330,000    69,856
Hollywood Video,
 Muscle Shoals, AL               600,315     740,311    1,340,626    70,329



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(4)  Investments in Real Estate - (Continued)

                                         Buildings and            Accumulated
Property                          Land     Equipment      Total   Depreciation

Tumbleweed, Fort Wayne, IN       489,027     827,668    1,316,695    91,065
Children's World, Golden, CO      15,274      51,373       66,647     2,569
Children's World, Plainfield, IL 104,061     264,115      368,176     6,603
Razzoo's, Austin, TX             647,114     897,101    1,544,215    19,429
                               ----------  ----------  -----------  --------
                              $4,912,902  $7,902,754  $12,815,656  $769,823
                               ==========  ==========  ===========  ========


     Through December 31, 2001, the Partnership sold 92.6155%  of
     the  Children's World in DePere, Wisconsin, in six  separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,248,116,  which
     resulted  in a total net gain of $189,071.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was  $1,099,764 and $40,719, respectively.   For  the  years
     ended  December 31, 2001 and 2000, the net gain was  $61,518
     and $127,553, respectively.

     During 2000, the Partnership sold its interest in the  Marie
     Callender's  restaurant, in five separate  transactions,  to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $1,035,799, which resulted in a total  net
     gain  of  $108,736.  The total cost and related  accumulated
     depreciation of the interests sold was $937,897 and $10,834,
     respectively.

     During  2000, the Partnership sold 35.5084% of the Hollywood
     Video   store  in  Saraland,  Alabama,  in  three   separate
     transactions,  to unrelated third parties.  The  Partnership
     received total net sale proceeds of $595,850, which resulted
     in a total net gain of $121,431.  The total cost and related
     accumulated depreciation of the interests sold was  $489,267
     and $14,848, respectively.

     During  2001, the Partnership sold 36.032% of the Children's
     World in Golden, Colorado, in four separate transactions, to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $748,177, which resulted in  a  total  net
     gain  of  $154,002.  The total cost and related  accumulated
     depreciation of the interests sold was $605,199 and $11,024,
     respectively.

     During  2001 and 2000, the Partnership distributed  $272,728
     and  $262,069  of the net sale proceeds to the  Limited  and
     General   Partners  as  part  of  their  regular   quarterly
     distributions  which  represented a  return  of  capital  of
     $16.26   and   $15.54   per   Limited   Partnership    Unit,
     respectively.  The remaining net sale proceeds  will  either
     be  reinvested in additional property or distributed to  the
     Partners in the future.

     On  September  28,  2000, the Partnership  purchased  a  40%
     interest  in  a Children's World daycare center  in  Golden,
     Colorado  for $671,846.  The property is leased  to  ARAMARK
     Educational Resources, Inc. under a Lease Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $66,344.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(4)  Investments in Real Estate - (Continued)

     On  May 8, 2000, the Partnership purchased a 48% interest in
     a parcel of land in Austin, Texas for $652,800.  The land is
     leased to Razzoo's, Inc. (RI) under a Lease Agreement with a
     primary  term  of  15  years and annual rental  payments  of
     $55,488.   Effective October 4, 2000, the  annual  rent  was
     increased  to $63,648.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing  Agreement  under which the  Partnership  advanced
     funds to RI for the construction of a Razzoo's restaurant on
     the site.  Initially the Partnership charged interest on the
     advances  at a rate of 8.5%.  Effective October 4, 2000  and
     April 15, 2001, the interest rate was increased to 9.75% and
     15.0%,  respectively.  On June 27, 2001,  after  development
     was  completed, the Lease Agreement was amended  to  require
     annual rental payments of $152,662.  The Partnership's share
     of  the  total acquisition costs, including the cost of  the
     land, was $1,544,215.

     On May 14, 2001, the Partnership purchased a 25% interest in
     a  Children's  World daycare center in Plainfield,  Illinois
     for $368,176.  The property is leased to ARAMARK Educational
     Resources, Inc. under a Lease Agreement with a primary  term
     of 15 years and annual rental payments of $35,269.

     The minimum future rentals on the Lease for years subsequent
     to December 31, 2001 are as follows:

                       2002           $ 1,222,000
                       2003             1,224,942
                       2004             1,228,680
                       2005             1,232,458
                       2006             1,236,276
                       Thereafter      10,668,801
                                       ----------
                                      $16,813,157
                                       ==========

     There were no contingent rents recognized in 2001 or 2000.



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(5)  Major Tenants -

     The following schedule presents rent revenue from individual
     tenants,   or  affiliated  groups  of  tenants,   who   each
     contributed more than ten percent of the Partnership's total
     rent revenue for the years ended December 31:

                                                2001        2000
      Tenants                      Industry

     Hollywood
       Entertainment Corporation    Retail    $ 342,419   $ 358,208
     ARAMARK Educational
       Resources, Inc.            Child Care    329,702     332,610
     Tumbleweed, Inc.             Restaurant    134,451     131,814
     RTM Alabama, Inc.            Restaurant    121,214         N/A
                                               ---------   ---------

     Aggregate rent revenue of major tenants  $ 927,786   $ 822,632
                                               =========   =========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue              77%         72%
                                               =========   =========

(6)  Partners' Capital -

     Cash  distributions of $33,082 and $33,384 were made to  the
     General Partners and $1,175,943 and $1,140,252 were made  to
     the  Limited Partners for the years ended December 31,  2001
     and 2000, respectively.  The Limited Partners' distributions
     represent  $70.84  and $68.16 per Limited  Partnership  Unit
     outstanding  using 16,601 and 16,730 weighted average  Units
     in 2001 and 2000, respectively.  The distributions represent
     $48.27  and  $55.20 per Unit of Net Income  and  $22.57  and
     $12.96 per Unit of return of contributed capital in 2001 and
     2000, respectively.

     As  part  of  the Limited Partners' distributions  discussed
     above, the Partnership distributed $270,000 and $259,449  of
     proceeds from property sales in 2001 and 2000, respectively.
     The  distributions  reduced the Limited  Partner's  Adjusted
     Capital Contribution.

     The  Partnership may acquire Units from Limited Partners who
     have tendered their Units to the Partnership. Such Units may
     be  acquired  at a discount.  The Partnership  will  not  be
     obligated to purchase in any year any number of Units  that,
     when  aggregated with all other transfers of Units that have
     occurred  since  the  beginning of the  same  calendar  year
     (excluding Permitted Transfers as defined in the Partnership
     Agreement),  would exceed 5% of the total  number  of  Units
     outstanding  on January 1 of such year.  In no  event  shall
     the  Partnership be obligated to purchase Units if,  in  the
     sole  discretion  of  the  Managing  General  Partner,  such
     purchase  would  impair  the capital  or  operation  of  the
     Partnership.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(6)  Partners' Capital - (Continued)

     During 2001, six Limited Partners redeemed a total of 100.69
     Partnership  Units  for  $75,503  in  accordance  with   the
     Partnership Agreement.  The Partnership acquired these Units
     using Net Cash Flow from operations.  In 2000, seven Limited
     Partners  redeemed a total of 150.86 Partnership  Units  for
     $113,871.   The  redemptions increase the remaining  Limited
     Partner's ownership interest in the Partnership.

     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $989.80 per original $1,000 invested.

(7)  Income Taxes -

     The   following  is  a  reconciliation  of  net  income  for
     financial reporting purposes to income reported for  federal
     income tax purposes for the years ended December 31:

                                                2001          2000
     Net Income for Financial
      Reporting Purposes                     $ 951,785     $1,069,902

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                        84,202         69,271

     Amortization of Start-Up and
      Organization Costs                       (65,198)       (89,854)

     Gain on Sale of Real Estate
      for Tax Purposes Under Gain
      for Financial Reporting Purposes         (12,230)       (10,034)
                                              ---------     ----------
           Taxable Income to Partners        $ 958,559     $1,039,285
                                              =========     ==========


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001 AND 2000

(7)  Income Taxes - (Continued)

     The  following is a reconciliation of Partners' capital  for
     financial  reporting purposes to Partners' capital  reported
     for federal income tax purposes for the years ended December
     31:

                                                 2001           2000
     Partners' Capital for
      Financial Reporting Purposes            $12,587,139    $12,919,882

     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                          169,880         97,907

     Capitalized Start-Up Costs
      Under Section 195                           319,994        319,994

     Amortization of Start-Up and
      Organization Costs                         (182,419)      (117,221)

     Organization and Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes          2,424,726      2,424,726
                                               -----------    -----------
           Partners' Capital for
              Tax Reporting Purposes          $15,319,320    $15,645,288
                                               ===========    ===========

(8)  Fair Value of Financial Instruments -

     The estimated fair values of the financial instruments, none
     of  which  are held for trading purposes, are as follows  at
     December 31:

                                   2001                  2000
                          Carrying      Fair    Carrying      Fair
                           Amount       Value     Amount      Value

     Cash                 $   1,661  $   1,661  $   1,764  $   1,764
     Money Market Funds     878,689    878,689    570,515    570,515
                           ---------  ---------  ---------  ---------
       Total Cash and
         Cash Equivalents $ 880,350  $ 880,350  $ 572,279  $ 572,279
                           =========  =========  =========  =========


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.

       None.


                            PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

        The  registrant  is  a  limited partnership  and  has  no
officers,  directors, or direct employees.  The General  Partners
of  the  registrant are Robert P. Johnson and AFM.   The  General
Partners  manage and control the Partnership's affairs  and  have
general  responsibility and the ultimate authority in all matters
affecting the Partnership's business.  The director and  officers
of AFM are as follows:

        Robert  P.  Johnson, age 57, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation  of  AFM  in  August, 1994, and  has  been  elected  to
continue in these positions until December, 2002.  From  1970  to
the  present, he had been employed exclusively in the  investment
industry,  specializing  in  tax-advantaged  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 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
in  thirteen  limited partnerships and a managing member  in  two
LLCs.

        Mark  E.  Larson,  age 49, is Executive  Vice  President,
Secretary,  Treasurer and Chief Financial Officer  and  has  held
these  positions since the formation of AFM in August, 1994,  and
has  been  elected to continue in these positions until December,
2002.  Mr. Larson 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 46 public partnerships.  Mr. Larson is  responsible
for   supervising  the  accounting  functions  of  AFM  and   the
registrant.

ITEM 10.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition and rendering administrative and management services.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 2002:

     Name and Address                   Number of     Percent
   of Beneficial Owner                  Units Held    of Class

   AEI Fund Management XXI, Inc.            22           *
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Robert P. Johnson                        0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Mark E. Larson                           0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   *  Less than 1%

The  persons  set forth in the preceding table hold  sole  voting
power  and power of disposition with respect to all of the  Units
set forth opposite their names.  The General Partners know of  no
holders of more than 5% of the outstanding Units.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  AFM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.

        The following table sets forth the forms of compensation,
distributions  and cost reimbursements paid by the registrant  to
the  General Partners or their Affiliates in connection with  the
operation  of  the Fund and its properties for  the  period  from
inception through December 31, 2001.

Person or Entity                                        Amount Incurred From
  Receiving                   Form and Method        Inception (July 31, 1996)
Compensation                  of Compensation           To December 31, 2001

AEI Securities, Inc.  Selling Commissions equal to 8%          $1,691,722
                      of proceeds plus a 2% nonaccountable
                      expense allowance, most of which was
                      reallowed to Participating Dealers.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. (Continued)


Person or Entity                                        Amount Incurred From
  Receiving                   Form and Method        Inception (July 31, 1996)
Compensation                  of Compensation           To December 31, 2001

General Partners and  Reimbursement at Cost for other          $  762,880
Affiliates            Organization and Offering Costs.

General Partners and  Reimbursement at Cost for all            $  318,289
Affiliates            Acquisition Expenses


General Partners and  Reimbursement at Cost for all            $  873,624
Affiliates            Administrative Expenses
                      attributable to the Fund, including
                      all expenses related to management
                      of the Fund's properties and  all
                      other  transfer   agency, reporting,
                      partner relations and other
                      administrative functions.

General Partners and  Reimbursement at Cost for all expenses   $  143,565
Affiliates            related to the disposition of the
                      Fund's properties.

General Partners      3% of Net Cash Flow in any fiscal year.  $  127,338

General Partners      1% of distributions of Net Proceeds of   $    5,348
                      Sale until Limited Partners have
                      received an amount equal to(a) their
                      Adjusted Capital Contributions,  plus
                      (b) an amount equal to 9% 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.

        The  limitations  included in the  Partnership  Agreement
require   that  the  cumulative  reimbursements  to  the  General
Partners  and  their affiliates for administrative  expenses  not
allowed under the NASAA Guidelines ("Guidelines") will not exceed
the  sum of (i) the front-end fees allowed by the Guidelines less
the  front-end fees paid, (ii) the cumulative property management
fees  allowed  but  not  paid, (iii) any real  estate  commission
allowed under the Guidelines, and (iv) 10% of Net Cash Flow  less
the  Net Cash Flow actually distributed.  The reimbursements  not
allowed  under  the  Guidelines include  a  controlling  person's
salary  and  fringe  benefits,  rent  and  depreciation.   As  of
December  31, 2001, the cumulative reimbursements to the  General
Partners and their affiliates did not exceed these amounts.


                             PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.

         A. Exhibits -
                             Description

     3.1   Certificate  of Limited Partnership  (incorporated  by
     reference  to  Exhibit 3.1 of the registrant's  Registration
     Statement  on  Form SB-2 filed on September 13,  1996  [File
     No. 333-5604]).

     3.2    Restated   Limited  Partnership  Agreement   to   the
     Prospectus  (incorporated  by  reference  to  Exhibit  A  of
     Amendment  No. 2 of the registrant's Registration  Statement
     on Form SB-2 filed on August 21, 1997 [File No. 333-5604]).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A. (Continued)

         A. Exhibits -
                             Description

     10.1  Net  Lease Agreement dated December 10,  1997  between
     the  Partnership,  and  AEI Real Estate  Fund  XVII  Limited
     Partnership  and Ohio Valley Bistros, Inc. relating  to  the
     property  at #1507, Rural Route #6, Greensburg, Pennsylvania
     (incorporated  by  reference to Exhibit  10.1  of  Form  8-K
     filed on December 18, 1997).

     10.2  Net  Lease Agreement dated June 29, 1998  between  the
     Partnership  and  Americana Dining  Corp.  relating  to  the
     property  at  7880  Washington Village  Drive,  Centerville,
     Ohio (incorporated by reference to Exhibit 10.2 of Form  10-
     QSB filed on July 31, 1998).

     10.3  Net  Lease Agreement dated November 20,  1998  between
     the  Partnership  and  RTM Alabama,  Inc.  relating  to  the
     property  at  159  State  Farm  Parkway,  Homewood,  Alabama
     (incorporated by reference to Exhibit 10.11 of  Form  10-KSB
     filed on March 12, 1999).

     10.4  Net  Lease Agreement dated November 25,  1998  between
     the   Partnership  and  Tumbleweed,  Inc.  relating  to  the
     property   at   6040   Lima  Road,   Fort   Wayne,   Indiana
     (incorporated by reference to Exhibit 10.13 of  Form  10-KSB
     filed on March 12, 1999).

     10.5  Assignment of Lease Agreement dated January  12,  1999
     between  the Partnership and Centurion Video, Ltd.  relating
     to  the  property  at  1097  Industrial  Parkway,  Saraland,
     Alabama (incorporated by reference to Exhibit 10.14 of  Form
     10-KSB filed on March 12, 1999).

     10.6  First  Amendment to Net Lease Agreement dated  January
     27,  1999 between the Partnership, AEI Real Estate Fund XVII
     Limited  Partnership,  AEI Real Estate  Fund  XVIII  Limited
     Partnership,   AEI   Income  &  Growth  Fund   XXI   Limited
     Partnership  and  Americana Dining  Corp.  relating  to  the
     property   at  7880  Washington  Drive,  Centerville,   Ohio
     (incorporated by reference to Exhibit 10.15 of  Form  10-KSB
     filed on March 12, 1999).

     10.7  Assignment and Assumption of Lease dated June 29, 1999
     between  the  Partnership and Magnum Video I, Inc.  relating
     to  the property at 1700 South Broadway, Minot, North Dakota
     (incorporated  by  reference to Exhibit  10.9  of  Form  8-K
     filed on July 26, 1999).

     10.8  Net  Lease Agreement dated July 14, 1999  between  the
     Partnership   and   ARAMARK  Educational   Resources,   Inc.
     relating  to  the  property at 3325 Trellis Lane,  Abingdon,
     Maryland (incorporated by reference to Exhibit 10.5 of  Form
     8-K filed on July 26, 1999).

     10.9  Net  Lease Agreement dated July 14, 1999  between  the
     Partnership   and   ARAMARK  Educational   Resources,   Inc.
     relating  to  the property at 2325 County Road 90  Pearland,
     Texas (incorporated by reference to Exhibit 10.6 of Form  8-
     K filed on July 26, 1999).

     10.10      Net  Lease Agreement dated July 14, 1999  between
     the  Partnership  and  ARAMARK Educational  Resources,  Inc.
     relating  to  the property at 1553 Arcadian  Drive,  DePere,
     Wisconsin  (incorporated by reference  to  Exhibit  10.7  of
     Form 8-K filed on July 26, 1999).

     10.11      Net  Lease Agreement dated July 14, 1999  between
     the  Partnership  and  ARAMARK Educational  Resources,  Inc.
     relating  to  the  property at 18035 Forrest  Height  Drive,
     Houston,  Texas (incorporated by reference to  Exhibit  10.8
     of Form 8-K filed on July 26, 1999).

     10.12     First Amendment to Net Lease Agreement dated  July
     9,  1999  between  the  Partnership and  RTM  Alabama,  Inc.
     relating   to  the  property  at  159  State  Farm  Parkway,
     Homewood,  Alabama  (incorporated by  reference  to  Exhibit
     10.2 of Form 8-K filed on July 20, 1999).

     10.13      Assignment of Lease dated August 26, 1999 between
     the  Partnership and NOM Muscle Shoals, Ltd. relating to the
     property  at  1304 Woodward Avenue, Muscle  Shoals,  Alabama
     (incorporated by reference to Exhibit 10.11 of  Form  10-QSB
     filed on November 8, 1999).

     10.14      First  Amendment  to Net  Lease  Agreement  dated
     August  31,  1999, between the Partnership  and  Tumbleweed,
     Inc.  relating  to  the  property at 6040  Lima  Road,  Fort
     Wayne,  Indiana (incorporated by reference to  Exhibit  10.1
     of Form 8-K filed on September 1, 1999).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A. (Continued)

         A. Exhibits -
                             Description

     10.15      Property  Co-Tenancy  Ownership  Agreement  dated
     February  29, 2000 between the Partnership and  the  D  &  R
     Family Limited Partnership relating to the property at  1553
     Arcadian   Drive,   DePere,   Wisconsin   (incorporated   by
     reference  to  Exhibit 10.34 of Form 10-KSB filed  on  March
     10, 2000).

     10.16      Purchase Agreement dated March 16,  2000  between
     the  Partnership and George M. Kunitake and Kay H. Kunitake,
     husband  and  wife, and Steven T. Kunitake relating  to  the
     property   at   1553   Arcadian  Drive,  DePere,   Wisconsin
     (incorporated  by reference to Exhibit 10.1 of  Form  10-QSB
     filed on May 5, 2000).

     10.17      Property  Co-Tenancy  Ownership  Agreement  dated
     March  24,  2000  between  the  Partnership  and  George  M.
     Kunitake  and Kay H. Kunitake, husband and wife, and  Steven
     T.  Kunitake  relating  to  the property  at  1553  Arcadian
     Drive,  DePere,  Wisconsin  (incorporated  by  reference  to
     Exhibit 10.2 of Form 10-QSB filed on May 5, 2000).

     10.18      Purchase Agreement dated March 27,  2000  between
     the  Partnership and the Carl R. Whittington Trust  relating
     to  the  property at 1553 Arcadian Drive, DePere,  Wisconsin
     (incorporated  by reference to Exhibit 10.3 of  Form  10-QSB
     filed on May 5, 2000).

     10.19      Purchase Agreement dated March 27,  2000  between
     the  Partnership and the Carl R. Whittington Trust  relating
     to  the  property at 530 North Stephanie Street,  Henderson,
     Nevada  (incorporated by reference to Exhibit 10.4  of  Form
     10-QSB filed on May 5, 2000).

     10.20      Purchase Agreement dated March 27,  2000  between
     the  Partnership and the Carl R. Whittington Trust  relating
     to  the  property  at  1097  Industrial  Parkway,  Saraland,
     Alabama  (incorporated by reference to Exhibit 10.5 of  Form
     10-QSB filed on May 5, 2000).

     10.21      Property  Co-Tenancy  Ownership  Agreement  dated
     March  30,  2000  between the Partnership and  the  Carl  R.
     Whittington   Trust  relating  to  the  property   at   1097
     Industrial  Parkway,  Saraland,  Alabama  (incorporated   by
     reference  to Exhibit 10.6 of Form 10-QSB filed  on  May  5,
     2000).

     10.22      Property  Co-Tenancy  Ownership  Agreement  dated
     March  30,  2000  between the Partnership and  the  Carl  R.
     Whittington Trust relating to the property at 1553  Arcadian
     Drive,  DePere,  Wisconsin  (incorporated  by  reference  to
     Exhibit 10.7 of Form 10-QSB filed on May 5, 2000).

     10.23      Purchase Agreement dated April 13,  2000  between
     the  Partnership and Francis E. Quinn and Cecile  Ann  Quinn
     relating  to  the  property at 530 North  Stephanie  Street,
     Henderson,  Nevada  (incorporated by  reference  to  Exhibit
     10.8 of Form 10-QSB filed on May 5, 2000).

     10.24      Purchase Agreement dated April 18,  2000  between
     the  Partnership  and the Wuest Estate Company  relating  to
     the  property at 1097 Industrial Parkway, Saraland,  Alabama
     (incorporated  by reference to Exhibit 10.9 of  Form  10-QSB
     filed on May 5, 2000).

     10.25      Property  Co-Tenancy  Ownership  Agreement  dated
     April  21, 2000 between the Partnership and the Wuest Estate
     Company   relating  to  the  property  at  1097   Industrial
     Parkway,  Saraland, Alabama (incorporated  by  reference  to
     Exhibit 10.10 of Form 10-QSB filed on May 5, 2000).

     10.26     Development Financing Agreement dated May 8,  2000
     between  the  Partnership, AEI Real Estate Fund  XV  Limited
     Partnership,  AEI Real Estate Fund XVII Limited Partnership,
     AEI  Net  Lease Income & Growth Fund XIX Limited Partnership
     and  Razzoo's,  Inc.  relating  to  the  property  at  11617
     Research   Boulevard,   Austin,   Texas   (incorporated   by
     reference to Exhibit 10.1 of Form 10-QSB filed on August  2,
     2000).

     10.27     Net Lease Agreement dated May 8, 2000 between  the
     Partnership,  AEI  Real Estate Fund XV Limited  Partnership,
     AEI  Real  Estate  Fund  XVII Limited Partnership,  AEI  Net
     Lease  Income  &  Growth  Fund XIX Limited  Partnership  and
     Razzoo's,  Inc.  relating to the property at 11617  Research
     Boulevard,  Austin,  Texas  (incorporated  by  reference  to
     Exhibit 10.2 of Form 10-QSB filed on August 2, 2000).

     10.28     Purchase Agreement dated June 1, 2000 between  the
     Partnership, AEI Net Lease Income & Growth Fund XIX  Limited
     Partnership and Grace Noltensmeier relating to the  property
     at   530   North   Stephanie   Street,   Henderson,   Nevada
     (incorporated  by reference to Exhibit 10.3 of  Form  10-QSB
     filed on August 2, 2000).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A. (Continued)

         A. Exhibits -
                             Description

     10.29      Purchase  Agreement dated June 22,  2000  between
     the  Partnership  and  Patricia T.  Dixon  relating  to  the
     property  at  1097  Industrial  Parkway,  Saraland,  Alabama
     (incorporated  by reference to Exhibit 10.4 of  Form  10-QSB
     filed on August 2, 2000).

     10.30      Property  Co-Tenancy  Ownership  Agreement  dated
     June  30, 2000 between the Partnership and Patricia T. Dixon
     relating   to  the  property  at  1097  Industrial  Parkway,
     Saraland,  Alabama  (incorporated by  reference  to  Exhibit
     10.5 of Form 10-QSB filed on August 2, 2000).

     10.31      Purchase Agreement dated August 23, 2000  between
     the  Partnership  and Maricopa Land & Cattle  Company,  Inc.
     relating  to  the property at 1553 Arcadian  Drive,  DePere,
     Wisconsin  (incorporated by reference  to  Exhibit  10.1  of
     Form 10-QSB filed on November 7, 2000).

     10.32      Property  Co-Tenancy  Ownership  Agreement  dated
     September  12,  2000  between the Partnership  and  Maricopa
     Land  &  Cattle  Company, Inc. relating to the  property  at
     1553  Arcadian  Drive,  DePere, Wisconsin  (incorporated  by
     reference  to Exhibit 10.2 of Form 10-QSB filed on  November
     7, 2000).

     10.33      Net  Lease  Agreement dated  September  28,  2000
     between  the  Partnership, AEI Private Net Lease  Millennium
     Fund  Limited Partnership, AEI Private Net Lease  Fund  1998
     Limited Partnership and ARAMARK Educational Resources,  Inc.
     relating  to  the  property at 18601  Eagle  Ridge,  Golden,
     Colorado (incorporated by reference to Exhibit 10.3 of  Form
     10-QSB filed on November 7, 2000).

     10.34      Purchase Agreement dated January 29, 2001 between
     the   Partnership  and  Dwight  W.  and  Linda  R.  Peterson
     relating  to  the property at 1553 Arcadian  Drive,  DePere,
     Wisconsin  (incorporated by reference to  Exhibit  10.47  of
     Form 10-KSB filed on March 9, 2001).

     10.35      Property  Co-Tenancy  Ownership  Agreement  dated
     January 31, 2001 between the Partnership and Dwight  W.  and
     Linda  R. Peterson relating to the property at 1553 Arcadian
     Drive,  DePere,  Wisconsin  (incorporated  by  reference  to
     Exhibit 10.48 of Form 10-KSB filed on March 9, 2001).

     10.36      Purchase  Agreement dated March 5,  2001  between
     the  Partnership  and  James and Mary Rea  relating  to  the
     property    at   18601   Eagle   Ridge,   Golden,   Colorado
     (incorporated  by reference to Exhibit 10.1 of  Form  10-QSB
     filed on May 10, 2001).

     10.37      Property  Co-Tenancy  Ownership  Agreement  dated
     March  12, 2001 between the Partnership and James  and  Mary
     Rea  relating to the property at 18601 Eagle Ridge,  Golden,
     Colorado (incorporated by reference to Exhibit 10.2 of  Form
     10-QSB filed on May 10, 2001).

     10.38      Purchase Agreement dated March 14,  2001  between
     the  Partnership  and  William C.  Bashor  relating  to  the
     property    at   18601   Eagle   Ridge,   Golden,   Colorado
     (incorporated  by reference to Exhibit 10.3 of  Form  10-QSB
     filed on May 10, 2001).

     10.39      Property  Co-Tenancy  Ownership  Agreement  dated
     March  16,  2001  between  the Partnership  and  William  C.
     Bashor  relating  to  the property  at  18601  Eagle  Ridge,
     Golden, Colorado (incorporated by reference to Exhibit  10.4
     of Form 10-QSB filed on May 10, 2001).

     10.40       Purchase   and   Sale   Agreement   and   Escrow
     Instructions  dated March 27, 2001 between the  Partnership,
     AEI  Real Estate Fund 85-A Limited Partnership, AEI  Private
     Net  Lease  Millennium Fund Limited Partnership and  ARAMARK
     Educational  Resources, Inc. relating  to  the  property  at
     15950 Fredrick Drive, Plainfield, Illinois (incorporated  by
     reference  to Exhibit 10.5 of Form 10-QSB filed on  May  10,
     2001).

     10.41      Purchase  Agreement dated April 3,  2001  between
     the  Partnership  and Lynn and Camille Bushman  relating  to
     the   property  at  18601  Eagle  Ridge,  Golden,   Colorado
     (incorporated  by reference to Exhibit 10.1 of  Form  10-QSB
     filed on August 7, 2001).

     10.42      Property  Co-Tenancy  Ownership  Agreement  dated
     April  9, 2001 between the Partnership and Lynn and  Camille
     Bushman  relating  to  the property at  18601  Eagle  Ridge,
     Golden, Colorado (incorporated by reference to Exhibit  10.2
     of Form 10-QSB filed on August 7, 2001).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A. (Continued)

         A. Exhibits -
                             Description

     10.43      Net  Lease Agreement dated May 14,  2001  between
     the   Partnership,  AEI  Real  Estate  Fund   85-A   Limited
     Partnership,  AEI Private Net Lease Millennium Fund  Limited
     Partnership   and   ARAMARK  Educational   Resources,   Inc.
     relating   to   the   property  at  15950  Fredrick   Drive,
     Plainfield, Illinois (incorporated by reference  to  Exhibit
     10.3 of Form 10-QSB filed on August 7, 2001).

     10.44     First Amendment to Net Lease Agreement dated  June
     27,  2001 between the Partnership, AEI Real Estate  Fund  XV
     Limited  Partnership,  AEI  Real Estate  Fund  XVII  Limited
     Partnership, AEI Net Lease Income & Growth Fund XIX  Limited
     Partnership  and Razzoo's, Inc. relating to the property  at
     11617  Research  Boulevard, Austin, Texas  (incorporated  by
     reference to Exhibit 10.4 of Form 10-QSB filed on August  7,
     2001).

     10.45      Purchase Agreement dated August 14, 2001  between
     the  Partnership  and Munkberg Farms Inc.  relating  to  the
     property    at   18601   Eagle   Ridge,   Golden,   Colorado
     (incorporated  by reference to Exhibit 10.1 of  Form  10-QSB
     filed on October 23, 2001).

     10.46      Property  Co-Tenancy  Ownership  Agreement  dated
     August  17, 2001 between the Partnership and Munkberg  Farms
     Inc.  relating to the property at 18601 Eagle Ridge, Golden,
     Colorado (incorporated by reference to Exhibit 10.2 of  Form
     10-QSB filed on October 23, 2001).

     10.47       Purchase  Agreement  dated  December  21,   2001
     between  the  Partnership and the Gausewitz  Family  Limited
     Partnership  relating  to  the  property  at  1553  Arcadian
     Drive, DePere, Wisconsin.

     10.48      Property  Co-Tenancy  Ownership  Agreement  dated
     December  28, 2001 between the Partnership and the Gausewitz
     Family Limited Partnership relating to the property at  1553
     Arcadian Drive, DePere, Wisconsin.

         B. Reports on Form 8-K - None.


                           SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                           AEI INCOME & GROWTH FUND XXII
                           Limited Partnership
                           By: AEI Fund Management XXI, Inc.
                           Its Managing General Partner



March 8, 2002              By: /s/ Robert P. Johnson
                                   Robert P. Johnson, President and Director
                                   (Principal Executive Officer)


        Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

 Name                                Title                         Date


/s/ Robert P. Johnson   President (Principal Executive Officer) March 8, 2002
    Robert P. Johnson   and Sole Director of Managing General
                        Partner

/s/ Mark E. Larson      Executive Vice President, Treasurer     March 8, 2002
    Mark E. Larson      and Chief Financial Officer
                        (Principal Accounting Officer)