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, 2004

                 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.)

         30 East 7th Street, Suite 1300, 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 Exchange Act 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  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.

The  Issuer's revenues for the year ended December 31, 2004  were
$1,196,195.

As  of  February 28, 2005, there were 16,151.781 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 $16,151,781.

               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,  the  President  and  sole  director  of  AFM,  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  may  be  granted  options  to
purchase the property at a formula price, which would exceed  the
original  cost.  The actual sale price of a property to a  lessee
may or may not exceed original cost depending on market and other
conditions.

Property Activity

        On January 1, 2002, the Partnership owned 64.4916% of the
Hollywood  Video  store  in  Saraland,  Alabama.   In  2002,  the
Partnership  sold  61.4116%  of the  property,  in  two  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $896,350, which resulted in a
net  gain  of  $120,988.  The total cost and related  accumulated
depreciation  of  the  interests sold was $846,185  and  $70,823,
respectively.

        On  October 11, 2002, the Partnership sold 1.9718% of the
Children's  World  daycare  center  in  Golden,  Colorado  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of  $41,925, which resulted in a net gain  of  $10,891.
The  cost  and  related accumulated depreciation of the  interest
sold was $33,119 and $2,085, respectively.

        During  2002, the Partnership sold 39.1271%  of  the  TGI
Friday's restaurant, in three separate transactions, to unrelated
third  parties.  The Partnership received total net sale proceeds
of  $789,247,  which resulted in a net gain  of  $208,061.    The
total  cost and related accumulated depreciation of the interests
sold was $653,564 and $72,378, respectively.

        Through March 31, 2003, the Partnership sold 24.6846%  of
the  Children's World daycare center in Plainfield, Illinois,  in
three  separate transactions, to unrelated third  parties.    The
Partnership  received total net sale proceeds of $450,673,  which
resulted  in a net gain of $103,162.  The total cost and  related
accumulated  depreciation of the interests sold was $363,531  and
$16,020, respectively.  For the years ended December 31, 2003 and
2002, the net gain was $53,648 and $49,514, respectively.

       During the first nine months of 2003, the Partnership sold
99.4123% of the Arby's restaurant, in five separate transactions,
to  unrelated third parties.  The Partnership received total  net
sale  proceeds  of $1,562,751, which resulted in a  net  gain  of
$306,567.  The total cost and related accumulated depreciation of
the interests sold was $1,384,408 and $128,224, respectively.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        During  the second quarter of 2003, the Partnership  sold
the  Children's World daycare center in Houston, Texas,  in  four
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,056,594, which
resulted  in a net gain of $279,298.  The total cost and  related
accumulated  depreciation of the interests sold was $892,219  and
$114,923, respectively.

        During  the second quarter of 2003, the Partnership  sold
its   23%  interest  in  the  Champps  Americana  restaurant   in
Centerville,  Ohio,  in two separate transactions,  to  unrelated
third  parties.  The Partnership received total net sale proceeds
of  $1,314,145,  which resulted in a net gain of  $476,562.   The
total  cost and related accumulated depreciation of the interests
sold was $924,843 and $87,260, respectively.

        During  the fourth quarter of 2003, the Partnership  sold
56.7837%  of the Hollywood Video store in Muscle Shoals, Alabama,
in  three separate transactions, to unrelated third parties.  The
Partnership  received total net sale proceeds of $871,473,  which
resulted  in a net gain of $182,491.  The total cost and  related
accumulated  depreciation of the interests sold was $761,257  and
$72,275, respectively.

       During the first quarter of 2004, the Partnership sold its
remaining  43.2163%  interest in the  Hollywood  Video  store  in
Muscle   Shoals,  Alabama,  in  two  separate  transactions,   to
unrelated  third  parties.   The Partnership  received  net  sale
proceeds  of $668,266, which resulted in a net gain of  $144,885.
At  December 31, 2003, the property was classified as Real Estate
Held for Sale with a book value of $523,381.

        On  December  6,  2002, the Partnership purchased  a  50%
interest  in a parcel of land in West Chester, Ohio for $506,000.
The  Partnership obtained title to the land in  the  form  of  an
undivided fee simple interest in the 50% interest purchased.  The
land is leased to Champps Operating Corporation (Champps) under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $50,600.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement  under which the Partnership advanced funds to  Champps
for  the  construction of a Champps Americana restaurant  on  the
site.  Pursuant to the Lease, any improvements to the land during
the term of the Lease become the property of the lessor.  Through
December  31,  2003,  the Partnership had advanced  $889,670  for
construction  of the property.  The Partnership charged  interest
on  the advances at a rate of 10.0%.  On January 13, 2004,  after
the development was completed, the Lease Agreement was amended to
require  annual  rental payments of $160,000.  The  Partnership's
share  of the total acquisition costs, including the cost of  the
land, was $1,569,884.  The remaining interest in the property was
purchased  by  AEI  Net  Lease Income & Growth  Fund  XX  Limited
Partnership, an affiliate of the Partnership.

        On  August  27,  2003, the Partnership  purchased  a  32%
interest  in a Garden Ridge retail store in Woodlands, Texas  for
$2,661,132.  The property is leased to Garden Ridge, L.P. under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $301,611.  The remaining interests in the  property
were purchased by AEI Real Estate Fund XVIII Limited Partnership,
AEI  Income  &  Growth Fund 24 LLC and AEI Real  Estate  Fund  XV
Limited Partnership, affiliates of the Partnership.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        In  February  2004,  Garden Ridge, L.P.  (GR)  filed  for
Chapter  11  bankruptcy reorganization.  In  press  releases,  GR
reported  rejecting the leases of nine of 44  stores  and  it  is
attempting to renegotiate lease terms for its other stores.   The
Woodlands  store  was not identified as one of  the  nine  to  be
closed.  GR entered into negotiations with the property owners to
arrive  at an agreement to modify rental terms that would  induce
GR  to  affirm the Lease for this property.  GR and the  property
owners  subsequently agreed to a lease amendment  to  reduce  the
annual rent by 23%, with a 10% rent increase on January 1,  2008.
The  amendment  provides for additional rental  payments  if  the
store's sales exceed certain stated amounts.  The amendment  also
calls for the owners to waive rent for one month during the first
six  months  following the bankruptcy court's  approval  of  GR's
affirmation  of the Lease.  The lease amendment and  confirmation
of  GR's plan of reorganization have not yet been approved by the
court.

        With  the  exception of February, GR has made all  rental
payments due under its current lease.  The Partnership expects to
continue  to receive all scheduled rents in future months  unless
the  Lease is rejected by GR.  If the Lease is affirmed, GR  will
be  obligated to comply with all Lease terms as amended.  As part
of the lease amendment, if GR pays the rent for February, it will
be  entitled to credit an equal amount against any installment of
rent due after the Lease is affirmed.  If GR does not affirm  the
Lease  and the Lease is rejected, the rent for February  will  be
considered  a  pre-petition  unsecured  obligation  that   would,
together with the Partnership's other allowable damage claims, be
paid  pursuant to a court-confirmed plan of reorganization  on  a
prorata basis with other unsecured claims to the extent funds are
available.   If  the Lease is rejected, GR would be  required  to
return  possession  of the property to the  Partnership  and  the
Partnership would be responsible for real estate taxes and  other
costs associated with maintaining the property.

        On  December  10, 2003, the Partnership purchased  a  50%
interest  in  a  Tia's Tex-Mex restaurant in Killeen,  Texas  for
$1,041,935.   The property is leased to Tia's Texas -  Alamo  LLC
under  a  Lease  Agreement with a primary term of  15  years  and
annual  rental payments of $105,570.  The remaining  interest  in
the  property  was purchased by AEI Private Net Lease  Millennium
Fund Limited Partnership, an affiliate of the Partnership.

       During the first quarter of 2004, the Partnership sold its
interest  in  the  Tia's  Tex-Mex restaurant,  in  four  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,330,280, which resulted in
a  net gain of $289,516.  At December 31, 2003, the property  was
classified  as  Real Estate Held for Sale with a  book  value  of
$1,040,764.

        On  December  30, 2003, the Partnership purchased  a  50%
interest  in  a Johnny Carino's restaurant in Longmont,  Colorado
for $1,293,405.  The property is leased to Kona Restaurant Group,
Inc. under a Lease Agreement with a primary term of 13 years  and
annual  rental payments of $107,992.  The remaining  interest  in
the  property was purchased by AEI Accredited Investor Fund  2002
Limited Partnership, an affiliate of the Partnership.

       On July 15, 2004, the Partnership purchased a 40% interest
in  a  Jared  Jewelry store in Sugar Land, Texas for  $1,533,966.
The  property is leased to Sterling Jewelers, Inc. under a  Lease
Agreement with a remaining primary term of 17.5 years and  annual
rental  payments  of  $116,290.  The remaining  interest  in  the
property  was  purchased  by AEI Accredited  Investor  Fund  2002
Limited Partnership.


ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        In  July  2003, the lessee of the Razzoo's restaurant  in
Austin,  Texas notified the Partnership that it was  experiencing
financial difficulty stemming from lower than expected sales  and
that  it  might not be able to pay future rents.  However,  rents
are  current.  In November 2004, the Partnership and  the  lessee
entered  into  an  agreement to amend the Lease  to  provide  the
lessee  with  options to purchase the property and terminate  the
Lease.   Under  the  purchase option, which expires  October  31,
2006, the lessee can elect to purchase the Partnership's interest
in  the  property for $1,248,000.  Under the termination  option,
the  lessee can elect to terminate the Lease by providing no less
than  six  months prior written notice and paying  a  termination
payment equal to one year's rent.  The lease cannot be terminated
prior  to  October  31,  2006.  As part of  this  agreement,  the
Partnership  received  a  personal guarantee  from  the  majority
shareholder of the lessee for payment of the rent through October
31,  2006.   In  addition,  the Partnership  was  reimbursed  for
certain  expenses it incurred related to legal action it  pursued
in connection with this situation.

Major Tenants

        During  2004, six tenants each contributed more than  ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 86% of total rental revenue  in
2004.   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  2005  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.


ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

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 properties  that
the Partnership acquired and owned as of December 31, 2004.

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

TGI Friday's Restaurant
 Greensburg, PA                              Ohio Valley
 (.8729%)            12/10/97  $   14,580   Bistros, Inc.   $  1,579  $40.11

Hollywood Video Store                        Hollywood
 Saraland, AL                              Entertainment
 (3.08%)              1/26/99  $   42,439   Corporation     $  4,469  $19.38

Arby's Restaurant
 Homewood, AL                                   RTM
 (.5877%)              7/9/99  $    8,184  Alabama, Inc     $    741  $38.71

Children's World                             Knowledge
 Daycare Center                              Learning
 Abingdon, MD         7/14/99  $1,051,772 Enterprises, Inc. $100,845  $13.60

Children's World                             Knowledge
 Daycare Center                              Learning
 Pearland, TX         7/14/99  $  943,416 Enterprises, Inc. $ 91,999  $12.11

Children's World
 Daycare Center                              Knowledge
 DePere, WI                                  Learning
 (7.3845%)            7/14/99  $   87,687 Enterprises, Inc. $  8,623  $11.47

ITEM 2.DESCRIPTION OF PROPERTIES.  (Continued)

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

                                              Hollywood
Hollywood Video Store                       Entertainment
 Minot, ND            7/16/99  $1,330,000    Corporation    $144,668  $19.27

Tumbleweed Restaurant
 Fort Wayne, IN       8/31/99  $1,316,695  Tumbleweed, Inc. $144,570  $24.27

Children's World
 Daycare Center                              Knowledge
 Golden, CO                                  Learning
 (1.9962%)            9/28/00  $   33,528 Enterprises, Inc. $  3,310  $19.35

Children's World
 Daycare Center                              Knowledge
 Plainfield, IL                              Learning
 (.3154%)             5/14/01  $    4,645 Enterprises, Inc. $    445  $15.76

Razzoo's Restaurant
 Austin, TX
 (48.0%)              6/27/01  $1,544,214  Razzoo's, Inc.   $155,730  $33.11

Garden Ridge
 Retail Store
 Woodlands, TX                             Garden Ridge,
 (32.0%)              8/27/03  $2,661,132      L.P.         $301,611  $ 8.44

Johnny Carino's
 Restaurant
 Longmont, CO                             Kona Restaurant
 (50.0%)             12/30/03  $1,293,405   Group, Inc.     $107,992  $33.34

Champps Americana
 Restaurant                                  Champps
 West Chester, OH                           Operating
 (50.0%)              1/13/04  $1,569,884  Corporation      $160,000  $32.21

Jared Jewelry Store
 Sugar Land, TX                           Sterling Jewelers
 (40.0%)              7/15/04  $1,533,966      Inc.         $116,290  $47.54


ITEM 2.DESCRIPTION OF PROPERTIES.  (Continued)

        The  properties  listed above with  a  partial  ownership
percentage  are  owned with affiliates of the Partnership  and/or
unrelated third parties.  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.  The
remaining interests in the Garden Ridge retail store are owned by
AEI  Real  Estate Fund XVIII Limited Partnership,  AEI  Income  &
Growth  Fund  24 LLC and unrelated third parties.  The  remaining
interests in the Johnny Carino's restaurant and the Jared Jewelry
store  are  owned  by AEI Accredited Investor Fund  2002  Limited
Partnership.   The  remaining interest in the  Champps  Americana
restaurant in West Chester, Ohio is owned by AEI Net Lease Income
and  Growth Fund XX Limited Partnership.  The remaining interests
in  the  Hollywood  Video  store in Saraland,  Alabama,  the  TGI
Friday's  restaurant, the Arby's restaurant  and  the  Children's
World daycare centers in DePere, Wisconsin, Golden, Colorado  and
Plainfield, Illinois are owned by unrelated third parties.

        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 and  the  Garden  Ridge
retail  store, which have Lease terms of 20 years and the  Johnny
Carino's  restaurant, which has a Lease term of  13  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 and the Jared Jewelry  store,
which  have  renewal options that may extend the Lease  terms  an
additional  10  years and the Garden Ridge retail store  and  the
Hollywood  Video store in Saraland, Alabama, which  have  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, 2004, 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 COMMON EQUITY, RELATED STOCKHOLDER MATTERS
       AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

        (a)  As  of December 31, 2004, there were 730 holders  of
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.
During the period covered by this report, the Partnership did not
sell  any  equity  securities that are not registered  under  the
Securities Act of 1933.

       Cash distributions of $31,245 and $26,642 were made to the
General Partners and $1,272,866 and $1,124,043 were made  to  the
Limited   Partners   in   2004  and  2003,   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 $390,000  and  $390,000  of
proceeds from property sales in 2004 and 2003, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

       (b) Not applicable.

        (c) Pursuant to Section 7.7 of the Partnership Agreement,
each  Limited  Partner  has the right to  present  Units  to  the
Partnership  for  purchase by submitting notice to  the  Managing
General  Partner  during  January or  July  of  each  year.   The
purchase  price  of the Units is equal to 90% of  the  net  asset
value  of  the Units, as of the first business day of January  or
July  of each year, as determined by the Managing General Partner
in  accordance with the provisions of the Partnership  Agreement.
Units  tendered to the Partnership during January  and  July  are
redeemed on April 1st and October 1st, respectively, of each year
subject  to the following limitations.  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 5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
       AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

      Small Business Issuer Purchases of Equity Securities

<TABLE>
<CAPTION>
                                           Total Number of Units  Maximum Number
                   Total Number  Average   Purchased as Part of   of Units that May Yet
                    of Units    Price Paid Publicly Announced     Be Purchased Under
Period              Purchased   per Unit   Plans or Programs      the Plans or Programs
<C>                 <S>         <S>         <S>                      <S>

10/1/04 to 10/31/04   129.62      $854.44     743.44(1)                (2)

11/1/04 to 11/30/04     --          --          --                      --

12/1/04 to 12/31/04     --          --          --                      --
</TABLE>
  (1) The  Partnership's  repurchase plan is  mandated  by  the
      Partnership Agreement as included in the prospectus related to
      the original offering of the Units.

  (2) The Partnership Agreement contains annual limitations  on
      repurchases  described in the paragraph  above  and  has  no
      expiration date.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

        The 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 the Partners;

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

The Application of Critical Accounting Policies

        The preparation of the Partnership's financial statements
requires  management to make estimates and assumptions  that  may
affect the reported amounts of assets, liabilities, revenues  and
expenses,  and  related  disclosure  of  contingent  assets   and
liabilities. Management evaluates these estimates on  an  ongoing
basis,  including  those related to the carrying  value  of  real
estate  and  the  allocation  by AEI  Fund  Management,  Inc.  of
expenses  to  the  Partnership as opposed  to  other  funds  they
manage.

        The Partnership purchases properties and records them  in
the  financial  statements  at the lower  of  cost  or  estimated
realizable   value.   The  Partnership  initially   records   the
properties  at cost (including capitalized acquisition expenses).
The Partnership is required to periodically evaluate the carrying
value  of properties to determine whether their realizable  value
has  declined.   For  properties the Partnership  will  hold  and
operate, management determines whether impairment has occurred by
comparing the property's probability-weighted cash flows  to  its
current carrying value.  For properties held for sale, management
determines  whether  impairment has  occurred  by  comparing  the
property's estimated fair value less cost to sell to its  current
carrying  value.   If  the carrying value  is  greater  than  the
realizable  value, an impairment loss is recorded to  reduce  the
carrying value of the property to its realizable value.  A change
in  these assumptions or analysis could cause material changes in
the carrying value of the properties.

       AEI Fund Management Inc. allocates expenses to each of the
funds  they manage primarily on the basis of the number of  hours
devoted  by  their employees to each fund's affairs.   They  also
allocate  expenses at the end of each month that are not directly
related to a fund's operations based upon the number of investors
in the fund and the fund's capitalization relative to other funds
they  manage.  The Partnership reimburses these expenses  subject
to detailed limitations contained in the Partnership Agreement.

         Management   of  the  Partnership  has   discussed   the
development  and selection of the above accounting estimates  and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.

Results of Operations

        For  the  years  ended December 31, 2004  and  2003,  the
Partnership  recognized rental income from continuing  operations
of $1,196,195 and $802,156, respectively.  In 2004, rental income
increased  due  to  additional rent received from  four  property
acquisitions  in  2003  and  2004  and  rent  increases  on  five
properties.  These increases were partially offset by a  decrease
in rental income due to sales of two properties discussed below.

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

        For  the  years  ended December 31, 2004  and  2003,  the
Partnership  incurred  Partnership administration  expenses  from
affiliated parties of $162,881 and $157,397, 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  $36,676 and $30,873, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct  administrative costs, outside audit costs,  taxes,
insurance and other property costs.

        In  July  2003, the lessee of the Razzoo's restaurant  in
Austin,  Texas notified the Partnership that it was  experiencing
financial difficulty stemming from lower than expected sales  and
that  it  might not be able to pay future rents.  However,  rents
are  current.  In November 2004, the Partnership and  the  lessee
entered  into  an  agreement to amend the Lease  to  provide  the
lessee  with  options to purchase the property and terminate  the
Lease.   Under  the  purchase option, which expires  October  31,
2006, the lessee can elect to purchase the Partnership's interest
in  the  property for $1,248,000.  Under the termination  option,
the  lessee can elect to terminate the Lease by providing no less
than  six  months prior written notice and paying  a  termination
payment equal to one year's rent.  The lease cannot be terminated
prior  to  October  31,  2006.  As part of  this  agreement,  the
Partnership  received  a  personal guarantee  from  the  majority
shareholder of the lessee for payment of the rent through October
31,  2006.   In  addition,  the Partnership  was  reimbursed  for
certain  expenses it incurred related to legal action it  pursued
in connection with this situation.

        In February 2004, Garden Ridge, L.P. (GR), the lessee  of
the  Garden  Ridge  retail store in Woodlands, Texas,  filed  for
Chapter  11  bankruptcy reorganization.  In  press  releases,  GR
reported  rejecting the leases of nine of 44  stores  and  it  is
attempting to renegotiate lease terms for its other stores.   The
Woodlands  store  was not identified as one of  the  nine  to  be
closed.  GR entered into negotiations with the property owners to
arrive  at an agreement to modify rental terms that would  induce
GR  to  affirm the Lease for this property.  GR and the  property
owners  subsequently agreed to a lease amendment  to  reduce  the
annual rent by 23%, with a 10% rent increase on January 1,  2008.
The  amendment  provides for additional rental  payments  if  the
store's sales exceed certain stated amounts.  The amendment  also
calls for the owners to waive rent for one month during the first
six  months  following the bankruptcy court's  approval  of  GR's
affirmation  of the Lease.  The lease amendment and  confirmation
of  GR's plan of reorganization have not yet been approved by the
court.

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

        With  the  exception of February, GR has made all  rental
payments due under its current lease.  The Partnership expects to
continue  to receive all scheduled rents in future months  unless
the  Lease is rejected by GR.  If the Lease is affirmed, GR  will
be  obligated to comply with all Lease terms as amended.  As part
of the lease amendment, if GR pays the rent for February, it will
be  entitled to credit an equal amount against any installment of
rent due after the Lease is affirmed.  If GR does not affirm  the
Lease  and the Lease is rejected, the rent for February  will  be
considered  a  pre-petition  unsecured  obligation  that   would,
together with the Partnership's other allowable damage claims, be
paid  pursuant to a court-confirmed plan of reorganization  on  a
prorata basis with other unsecured claims to the extent funds are
available.   If  the Lease is rejected, GR would be  required  to
return  possession  of the property to the  Partnership  and  the
Partnership would be responsible for real estate taxes and  other
costs associated with maintaining the property.

        For  the  years  ended December 31, 2004  and  2003,  the
Partnership  recognized interest income of $21,680 and  $112,601,
respectively.  In 2004, interest income decreased mainly  due  to
the   Partnership  receiving  less  interest  from   construction
advances and having less money invested in a money market account
due to property acquisitions.

        For  the  year  ended December 31, 2003, the  Partnership
recognized gain on sale of real estate from continuing operations
of   $360,215  from  the  sale  of  two  properties.   Since  the
Partnership retains an ownership interest in the properties,  the
operating  results  and gain on sale of the properties  were  not
classified as discontinued operations.

        Through March 31, 2003, the Partnership sold 24.6846%  of
the  Children's World daycare center in Plainfield, Illinois,  in
three  separate transactions, to unrelated third  parties.    The
Partnership  received total net sale proceeds of $450,673,  which
resulted  in a net gain of $103,162.  The total cost and  related
accumulated  depreciation of the interests sold was $363,531  and
$16,020, respectively.  For the year ended December 31, 2003, the
net gain was $53,648.

       During the first nine months of 2003, the Partnership sold
99.4123% of the Arby's restaurant, in five separate transactions,
to  unrelated third parties.  The Partnership received total  net
sale  proceeds  of $1,562,751, which resulted in a  net  gain  of
$306,567.  The total cost and related accumulated depreciation of
the interests sold was $1,384,408 and $128,224, respectively.

        In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144, Accounting for the Impairment or Disposal  of
Long-Lived  Assets,  upon  complete disposal  of  a  property  or
classification of a property as Real Estate Held  for  Sale,  the
Partnership  includes  the operating  results  and  sale  of  the
property   in   discontinued  operations.    In   addition,   the
Partnership reclassifies the prior periods operating results  and
any  partial  sales  of the property to discontinued  operations.
For  the year ended December 31, 2004, the Partnership recognized
income  from  discontinued operations of  $441,457,  representing
rental  income  less property management expenses of  $7,056  and
gain  on disposal of real estate of $434,401.  For the year ended
December  31,  2003,  the  Partnership  recognized  income   from
discontinued operations of $1,074,306, representing rental income
less  property management expenses and depreciation  of  $135,955
and gain on disposal of real estate of $938,351.

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

        During  the second quarter of 2003, the Partnership  sold
the  Children's World daycare center in Houston, Texas,  in  four
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,056,594, which
resulted  in a net gain of $279,298.  The total cost and  related
accumulated  depreciation of the interests sold was $892,219  and
$114,923, respectively.

        During  the second quarter of 2003, the Partnership  sold
its   23%  interest  in  the  Champps  Americana  restaurant   in
Centerville,  Ohio  in  two separate transactions,  to  unrelated
third  parties.  The Partnership received total net sale proceeds
of  $1,314,145,  which resulted in a net gain of  $476,562.   The
total  cost and related accumulated depreciation of the interests
sold was $924,843 and $87,260, respectively.

        During  the fourth quarter of 2003, the Partnership  sold
56.7837%  of the Hollywood Video store in Muscle Shoals, Alabama,
in  three separate transactions, to unrelated third parties.  The
Partnership  received total net sale proceeds of $871,473,  which
resulted  in a net gain of $182,491.  The total cost and  related
accumulated  depreciation of the interests sold was $761,257  and
$72,275, respectively.

       During the first quarter of 2004, the Partnership sold its
remaining  43.2163%  interest in the  Hollywood  Video  store  in
Muscle   Shoals,  Alabama,  in  two  separate  transactions,   to
unrelated third parties.  The Partnership received total net sale
proceeds  of $668,266, which resulted in a net gain of  $144,885.
At  December 31, 2003, the property was classified as Real Estate
Held for Sale with a book value of $523,381.

       During the first quarter of 2004, the Partnership sold its
interest  in the Tia's Tex-Mex restaurant in Killeen,  Texas,  in
four  separate  transactions, to unrelated  third  parties.   The
Partnership received total net sale proceeds of $1,330,280, which
resulted  in a net gain of $289,516.  At December 31,  2003,  the
property was classified as Real Estate Held for Sale with a  book
value of $1,040,764.

        In  2003  and 2004, the Partnership realized  significant
gains from the sale of property.  While the real estate market is
expected to remain attractive for sellers of property, there  can
be no assurance the Partnership will be able to achieve a similar
level  of  sales activity or sales profitability in 2005  due  to
unforeseen  changes in the real estate market.   In addition,  it
is likely the Partnership will curtail its selling activity as it
is  becoming more difficult to find attractive property in  which
to reinvest the proceeds from property sales.

        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.


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

Liquidity and Capital Resources

       During the year ended December 31, 2004, the Partnership's
cash  balances  decreased $28,218 as a result  of  cash  used  to
purchase  property  and distributions paid  to  the  Partners  in
excess  of  cash generated from operating activities,  which  was
partially  offset  by cash generated from the sale  of  property.
During  the year ended December 31, 2003, the Partnership's  cash
balances  decreased  $1,232,705 as  a  result  of  cash  used  to
purchase  property  and distributions paid  to  the  Partners  in
excess  of  cash generated from operating activities, which  were
partially offset by cash generated from the sale of property.

        Net  cash provided by operating activities increased from
$933,485  in 2003 to $980,821 in 2004 as a result of an  increase
in  total rental and interest income in 2004, which was partially
offset  by an increase in Partnership administration and property
management  expenses in 2004 and net timing  differences  in  the
collection  of  payments  from the lessees  and  the  payment  of
expenses.

        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,  2004 and 2003, the Partnership generated cash flow from  the
sale  of  real estate of $1,998,546 and $5,025,393, respectively.
During the same periods, the Partnership expended $1,736,629  and
$5,886,782, respectively, to invest in real properties (inclusive
of  acquisition  expenses)  as  the Partnership  reinvested  cash
generated from property sales.

        On  December  6,  2002, the Partnership purchased  a  50%
interest  in a parcel of land in West Chester, Ohio for $506,000.
The  Partnership obtained title to the land in  the  form  of  an
undivided fee simple interest in the 50% interest purchased.  The
land is leased to Champps Operating Corporation (Champps) under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $50,600.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement  under which the Partnership advanced funds to  Champps
for  the  construction of a Champps Americana restaurant  on  the
site.  Pursuant to the Lease, any improvements to the land during
the term of the Lease become the property of the lessor.  Through
December  31,  2003,  the Partnership had advanced  $889,670  for
construction  of the property.  The Partnership charged  interest
on  the advances at a rate of 10.0%.  On January 13, 2004,  after
the development was completed, the Lease Agreement was amended to
require  annual  rental payments of $160,000.  The  Partnership's
share  of the total acquisition costs, including the cost of  the
land, was $1,569,884.  The remaining interest in the property was
purchased  by  AEI  Net  Lease Income & Growth  Fund  XX  Limited
Partnership, an affiliate of the Partnership.

        On  August  27,  2003, the Partnership  purchased  a  32%
interest  in a Garden Ridge retail store in Woodlands, Texas  for
$2,661,132.  The property is leased to Garden Ridge, L.P. under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $301,611.  The remaining interests in the  property
were purchased by AEI Real Estate Fund XVIII Limited Partnership,
AEI  Income  &  Growth Fund 24 LLC and AEI Real  Estate  Fund  XV
Limited Partnership, affiliates of the Partnership.

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

        On  December  10, 2003, the Partnership purchased  a  50%
interest  in  a  Tia's Tex-Mex restaurant in Killeen,  Texas  for
$1,041,935.   The property is leased to Tia's Texas -  Alamo  LLC
under  a  Lease  Agreement with a primary term of  15  years  and
annual  rental payments of $105,570.  The remaining  interest  in
the  property  was purchased by AEI Private Net Lease  Millennium
Fund Limited Partnership, an affiliate of the Partnership.

        On  December  30, 2003, the Partnership purchased  a  50%
interest  in  a Johnny Carino's restaurant in Longmont,  Colorado
for $1,293,405.  The property is leased to Kona Restaurant Group,
Inc. under a Lease Agreement with a primary term of 13 years  and
annual  rental payments of $107,992.  The remaining  interest  in
the  property was purchased by AEI Accredited Investor Fund  2002
Limited Partnership, an affiliate of the Partnership.

       On July 15, 2004, the Partnership purchased a 40% interest
in  a  Jared  Jewelry store in Sugar Land, Texas for  $1,533,966.
The  property is leased to Sterling Jewelers, Inc. under a  Lease
Agreement with a remaining primary term of 17.5 years and  annual
rental  payments  of  $116,290.  The remaining  interest  in  the
property  was  purchased  by AEI Accredited  Investor  Fund  2002
Limited Partnership.

        The  Partnership's primary use of cash flow,  other  than
investment   in  real  estate,  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.

        For  the  years  ended December 31, 2004  and  2003,  the
Partnership  declared distributions of $1,304,111 and $1,150,685,
respectively.     Pursuant   to   the   Partnership    Agreement,
distributions of Net Cash Flow were allocated 97% to the  Limited
Partners  and 3% to the General Partners.  Distributions  of  Net
Proceeds  of Sale were allocated 99% to the Limited Partners  and
1%  to  the  General  Partners.  The  Limited  Partners  received
distributions  of  $1,272,866  and  $1,124,043  and  the  General
Partners  received distributions of $31,245 and $26,642  for  the
periods,   respectively.   In  December  2004,  the   Partnership
declared  a bonus distribution of $171,717 of net sale  proceeds,
which  resulted  in  higher distributions in 2004  and  a  higher
distribution payable at December 31, 2004.

       During 2004 and 2003, the Partnership distributed $393,939
and  $393,939  of  net sale proceeds to the Limited  and  General
Partners   as  part  of  their  quarterly  distributions,   which
represented a return of capital of $24.03 and $23.76 per  Limited
Partnership Unit, respectively.  The Partnership anticipates  the
remaining  net  sale  proceeds  will  either  be  reinvested   in
additional property or distributed to the Partners in the future.

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

        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  2004, seven Limited Partners redeemed a total  of
152.12  Partnership  Units for $129,399 in  accordance  with  the
Partnership   Agreement.   During  2003,  ten  Limited   Partners
redeemed  a total of 190.39 Partnership Units for $143,963.   The
Partnership  acquired  these  Units  using  Net  Cash  Flow  from
operations.  In prior years, 23 Limited Partners redeemed a total
of  400.93  Partnership  Units  for  $306,536.   The  redemptions
increase  the remaining Limited Partner's ownership  interest  in
the  Partnership.  As a result of these redemption  payments  and
pursuant  to  the  Partnership Agreement,  the  General  Partners
received  distributions of $4,002 and $4,452 in  2004  and  2003,
respectively.

       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.

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying index to financial statements.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS




Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2004 and 2003

Statements for the Years Ended December 31, 2004 and 2003:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements





     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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, 2004 and 2003, 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 the standards of
the  Public  Company Accounting Oversight Board (United  States).
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, 2004 and 2003, and the results of its operations and
its  cash flows for the years then ended, in conformity with U.S.
generally accepted accounting principles.


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

Minneapolis, Minnesota
January 26, 2005

<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                          BALANCE SHEET
                           DECEMBER 31

                             ASSETS
                                                  2004          2003
CURRENT ASSETS:
  Cash and Cash Equivalents                  $   847,559    $   875,777
  Receivables                                     59,272         44,191
                                              -----------    -----------
      Total Current Assets                       906,831        919,968
                                              -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                         4,584,824      4,042,900
  Buildings and Equipment                      8,850,723      6,766,348
  Construction in Progress                             0        889,670
  Accumulated Depreciation                    (1,067,008)      (727,204)
                                              -----------    -----------
                                              12,368,539     10,971,714
  Real Estate Held for Sale                            0      1,564,145
                                              -----------    -----------
      Net Investments in Real Estate          12,368,539     12,535,859
                                              -----------    -----------
           Total  Assets                     $13,275,370    $13,455,827
                                              ===========    ===========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.       $    20,125    $    77,508
  Distributions Payable                          447,968        281,412
  Unearned Rent                                   27,911              0
                                              -----------    -----------
      Total Current Liabilities                  496,004        358,920
                                              -----------    -----------
PARTNERS' CAPITAL:
  General Partners                                 4,326         12,908
  Limited Partners, $1,000 per Unit;
   24,000 Units authorized; 16,917 Units issued;
   16,174 and 16,326 Units outstanding in
   2004 and 2003, respectively                12,775,040     13,083,999
                                              -----------    -----------
    Total Partners' Capital                   12,779,366     13,096,907
                                              -----------    -----------
     Total Liabilities and Partners' Capital $13,275,370    $13,455,827
                                              ===========    ===========

 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

                                                   2004          2003

RENTAL INCOME                                  $ 1,196,195   $   802,156

EXPENSES:
  Partnership Administration - Affiliates          162,881       157,397
  Partnership Administration and Property
     Management - Unrelated Parties                 36,676        30,873
  Depreciation                                     339,804       211,048
                                                -----------   -----------
      Total Expenses                               539,361       399,318
                                                -----------   -----------

OPERATING INCOME                                   656,834       402,838

OTHER INCOME:
  Interest Income                                   21,680       112,601
  Gain on Sale of Real Estate                            0       360,215
                                                -----------   -----------
      Total Other Income                            21,680       472,816
                                                -----------   -----------

INCOME FROM CONTINUING OPERATIONS                  678,514       875,654

Income From Discontinued Operations                441,457     1,074,306
                                                -----------   -----------
NET INCOME                                     $ 1,119,971   $ 1,949,960
                                                ===========   ===========
NET INCOME ALLOCATED:
  General Partners                             $    26,665   $    40,210
  Limited Partners                               1,093,306     1,909,750
                                                -----------   -----------
                                               $ 1,119,971   $ 1,949,960
                                                ===========   ===========
INCOME PER LIMITED PARTNERSHIP UNIT:
   Continuing Operations                       $     40.43   $     52.23
   Discontinued Operations                           26.74         64.09
                                                -----------   -----------
         Total                                 $     67.17   $    116.32
                                                ===========   ===========
Weighted Average Units Outstanding                  16,277        16,418
                                                ===========   ===========

 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

                                                  2004           2003

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                  $ 1,119,971    $ 1,949,960

  Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                 339,804        256,824
     Gain on Sale of Real Estate                 (434,401)    (1,298,566)
     Increase in Receivables                      (15,081)       (40,628)
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                 (57,383)        65,895
     Increase in Unearned Rent                     27,911              0
                                               -----------    -----------
       Total Adjustments                         (139,150)    (1,016,475)
                                               -----------    -----------
       Net Cash Provided By
           Operating Activities                   980,821        933,485
                                               -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                   (1,736,629)    (5,886,782)
  Proceeds from Sale of Real Estate             1,998,546      5,025,393
                                               -----------    -----------
       Net Cash Provided By (Used For)
           Investing Activities                   261,917       (861,389)
                                               -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Distributions Payable    166,556         (5,701)
  Distributions to Partners                    (1,304,111)    (1,150,685)
  Redemption Payments                            (133,401)      (148,415)
                                               -----------    -----------
       Net Cash Used For
         Financing Activities                  (1,270,956)    (1,304,801)
                                               -----------    -----------
NET DECREASE IN CASH
   AND CASH EQUIVALENTS                           (28,218)    (1,232,705)

CASH AND CASH EQUIVALENTS, beginning of period    875,777      2,108,482
                                               -----------    -----------
CASH AND CASH EQUIVALENTS, end of period      $   847,559    $   875,777
                                               ===========    ===========

 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, 2002  $  3,792  $12,442,255  $12,446,047    16,516.29

  Distributions              (26,642)  (1,124,043)  (1,150,685)

  Redemption Payments         (4,452)    (143,963)    (148,415)     (190.39)

  Net Income                  40,210    1,909,750    1,949,960
                             --------  -----------  -----------  -----------
BALANCE, December 31, 2003    12,908   13,083,999   13,096,907    16,325.90

  Distributions              (31,245)  (1,272,866)  (1,304,111)

  Redemption Payments         (4,002)    (129,399)    (133,401)     (152.12)

  Net Income                  26,665    1,093,306    1,119,971
                             --------  -----------  -----------  -----------
BALANCE, December 31, 2004  $  4,326  $12,775,040  $12,779,366    16,173.78
                             ========  ===========  ===========  ===========

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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(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 director of AFM, serves as the Individual
     General  Partner.  AFM is a wholly owned subsidiary  of  AEI
     Capital  Corporation of which Mr. Johnson  is  the  majority
     shareholder.  AEI Fund Management, Inc. (AEI), an  affiliate
     of  AFM, 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.   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, 2004 AND 2003

(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, 2004 AND 2003

(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.

     Receivables

       Credit  terms are extended to tenants in the normal course
       of  business.   The  Partnership performs  ongoing  credit
       evaluations  of  its customers' financial  condition  and,
       generally, requires no collateral.

       Receivables   are   recorded  at   their   estimated   net
       realizable  value.  The Partnership follows  a  policy  of
       providing  an  allowance for doubtful  accounts;  however,
       based on historical experience, and its evaluation of  the
       current status of receivables, the Partnership is  of  the
       belief  that  such  accounts will be  collectible  in  all
       material  respects and thus an allowance is not necessary.
       Accounts  are considered past due if payment is  not  made
       on  a  timely  basis in accordance with the  Partnership's
       credit  terms.   Receivables considered uncollectible  are
       written off.

     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.  In general, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.

       The   tax   return   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   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   leases
       provide  for  base  annual  rental  payments  payable   in
       monthly  installments.  The Partnership recognizes  rental
       revenue  according to the terms of the individual  leases.
       For  leases  which  contain stated rental  increases,  the
       increases  are  recognized in the year in which  they  are
       effective.   Contingent  rental  payments  are  recognized
       when  the  contingencies on which the payments  are  based
       are  satisfied  and the rental payments become  due  under
       the terms of the leases.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

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

       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
       probability-weighted 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.

       In  accordance  with  Statement  of  Financial  Accounting
       Standards  No.  144,  Accounting  for  the  Impairment  or
       Disposal  of Long-Lived Assets, upon complete disposal  of
       a  property or classification of a property as Real Estate
       Held  for  Sale,  the Partnership includes  the  operating
       results   and   sale  of  the  property  in   discontinued
       operations.   In  addition,  the Partnership  reclassifies
       the  prior periods operating results and any partial sales
       of the property to discontinued operations.

       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.

     Reclassification

       Certain  items  in  the prior year's financial  statements
       have  been  reclassified to conform to 2004  presentation.
       These   reclassifications  had  no  effect  on   Partners'
       capital, net income or cash flows.

     Newly Issued Pronouncements

       The    Partnership   has   considered    the    accounting
       pronouncements  issued  after  December   2003   and   has
       determined that none of these pronouncements will  have  a
       material impact on its financial statements.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(3)  Related Party Transactions -

     The   Partnership  owns  a  48%  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 owns a 32% interest in  a
     Garden Ridge retail store.  The remaining interests in  this
     property  are  owned by AEI Real Estate Fund  XVIII  Limited
     Partnership and AEI Income & Growth Fund 24 LLC,  affiliates
     of  the Partnership, and unrelated third parties.  AEI  Real
     Estate  Fund XV Limited Partnership owned a 21% interest  in
     this  property until the interest was sold, in a  series  of
     transactions,  to  unrelated third  parties  in  2003.   The
     Partnership  owns  a  50% interest in  a  Champps  Americana
     restaurant in West Chester, Ohio.  The remaining interest in
     this property is owned by AEI Net Lease Income & Growth Fund
     XX  Limited  Partnership, an affiliate of  the  Partnership.
     The  Partnership  owns a 50% interest in a  Johnny  Carino's
     restaurant and a 40% interest in a Jared Jewelry store.  The
     remaining  interests in these properties are  owned  by  AEI
     Accredited  Investor  Fund  2002  Limited  Partnership,   an
     affiliate of the Partnership.

     The  Partnership owned a 23% interest in a Champps Americana
     restaurant in Centerville, Ohio.  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, owned  interests
     in  this property until the interests were sold, in a series
     of  transactions, to unrelated third parties in  2003.   The
     Partnership  owned  a  50%  interest  in  a  Tia's   Tex-Mex
     restaurant.   AEI Private Net Lease Millennium Fund  Limited
     Partnership, an affiliate of the Partnership,  owned  a  50%
     interest in this property until the interest was sold, in  a
     series of transactions, to unrelated third parties in 2004.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(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

                                                  2004           2003
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.                                    $ 162,881      $ 157,397
                                                ========       ========
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 costs, taxes, insurance and
  other property costs.                        $  40,001      $  39,043
                                                ========       ========
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 sellers and/or lessees in the amount of
  $3,625 and $13,355 for 2004 and 2003,
  respectively.                                $  21,539      $  72,592
                                                ========       ========
d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.        $  47,759      $ 131,764
                                                ========       ========

     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, 2004 AND 2003

(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 and the Garden Ridge retail store,  which
     have  Lease  terms  of  20  years and  the  Johnny  Carino's
     restaurant, which has a Lease term of 13 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 and the Jared  Jewelry
     store, which have renewal options that may extend the  Lease
     terms  an  additional 10 years and the Garden  Ridge  retail
     store  and  the Hollywood Video store in Saraland,  Alabama,
     which  have renewal options that may extend the Lease  terms
     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 commercial,  single-tenant
     buildings.  The TGI Friday's restaurant was constructed  and
     acquired  in  1997.  The Hollywood Video store in  Saraland,
     Alabama  and the Children's World daycare center in  DePere,
     Wisconsin  were  constructed in 1998 and acquired  in  1999.
     The  Children's  World daycare center in Abingdon,  Maryland
     was   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  Johnny  Carino's
     restaurant  was  constructed in 1999 and acquired  in  2003.
     The  Garden Ridge retail store was constructed in  2001  and
     acquired  in  2003.   The  land for  the  Champps  Americana
     restaurant  in West Chester, Ohio was acquired in  2002  and
     construction of the restaurant was completed in  2004.   The
     Jared Jewelry store was constructed in 2001 and acquired  in
     2004.    The  remaining  properties  were  constructed   and
     acquired  in 1999.  There have been no costs capitalized  as
     improvements subsequent to the acquisitions.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(4)  Investments in Real Estate - (Continued)

     The  cost  of  the properties not held for sale and  related
     accumulated  depreciation  at  December  31,  2004  are   as
     follows:

                                          Buildings and           Accumulated
Property                           Land     Equipment      Total  Depreciation

TGI Friday's, Greensburg, PA  $    6,439  $    8,141  $    14,580  $    2,402
Hollywood Video, Saraland, AL     17,654      24,785       42,439       5,906
Arby's, Homewood, AL               4,396       3,788        8,184       1,096
Children's World, Abingdon, MD   208,416     843,356    1,051,772     184,132
Children's World, Pearland, TX   204,105     739,311      943,416     161,415
Children's World, DePere, WI      19,509      68,178       87,687      14,885
Hollywood Video, Minot, ND       619,597     710,403    1,330,000     155,105
Tumbleweed, Fort Wayne, IN       489,027     827,668    1,316,695     205,681
Children's World, Golden, CO       7,684      25,844       33,528       4,394
Children's World, Plainfield, IL   1,313       3,332        4,645         483
Razzoo's, Austin, TX             647,114     897,100    1,544,214     136,004
Garden Ridge, Woodlands, TX      779,712   1,881,420    2,661,132     103,478
Johnny Carino's, Longmont, CO    560,383     733,022    1,293,405      29,321
Champps Americana,
    West Chester, OH             515,638   1,054,246    1,569,884      43,820
Jared Jewelry, Sugar Land, TX    503,837   1,030,129    1,533,966      18,886
                               ----------  ----------  -----------  ----------
                              $4,584,824  $8,850,723  $13,435,547  $1,067,008
                               ==========  ==========  ===========  ==========

     Through March 31, 2003, the Partnership sold 24.6846% of the
     Children's World daycare center in Plainfield, Illinois,  in
     three  separate  transactions, to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     $450,673,  which  resulted in a net gain of  $103,162.   The
     total  cost  and  related accumulated  depreciation  of  the
     interests sold was $363,531 and $16,020, respectively.   For
     the year ended December 31, 2003, the net gain was $53,648.

     During  the first nine months of 2003, the Partnership  sold
     99.4123%   of  the  Arby's  restaurant,  in  five   separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,562,751,  which
     resulted  in  a  net gain of $306,567.  The total  cost  and
     related  accumulated depreciation of the interests sold  was
     $1,384,408 and $128,224, respectively.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(4)  Investments in Real Estate - (Continued)

     During  2004 and 2003, the Partnership distributed  $393,939
     and $393,939 of net sale proceeds to the Limited and General
     Partners  as  part  of their quarterly distributions,  which
     represented  a  return of capital of $24.03 and  $23.76  per
     Limited  Partnership  Unit, respectively.   The  Partnership
     anticipates the remaining net sale proceeds will  either  be
     reinvested  in  additional property or  distributed  to  the
     Partners in the future.

     On  December  6,  2002,  the  Partnership  purchased  a  50%
     interest  in  a  parcel of land in West  Chester,  Ohio  for
     $506,000.  The Partnership obtained title to the land in the
     form of an undivided fee simple interest in the 50% interest
     purchased.    The  land  is  leased  to  Champps   Operating
     Corporation (Champps) under a Lease Agreement with a primary
     term  of  20  years and annual rental payments  of  $50,600.
     Simultaneously   with  the  purchase  of   the   land,   the
     Partnership  entered into a Development Financing  Agreement
     under  which  the Partnership advanced funds to Champps  for
     the  construction of a Champps Americana restaurant  on  the
     site.   Pursuant to the Lease, any improvements to the  land
     during  the  term  of the Lease become the property  of  the
     lessor.   Through  December 31, 2003,  the  Partnership  had
     advanced  $889,670  for construction of the  property.   The
     Partnership charged interest on the advances at  a  rate  of
     10.0%.   On  January  13, 2004, after  the  development  was
     completed, the Lease Agreement was amended to require annual
     rental payments of $160,000.  The Partnership's share of the
     total acquisition costs, including the cost of the land, was
     $1,569,884.

     On August 27, 2003, the Partnership purchased a 32% interest
     in  a  Garden  Ridge  retail store in Woodlands,  Texas  for
     $2,661,132.   The property is leased to Garden  Ridge,  L.P.
     under a Lease Agreement with a primary term of 20 years  and
     annual rental payments of $301,611.

     In  February 2004, Garden Ridge, L.P. (GR) filed for Chapter
     11   bankruptcy  reorganization.   In  press  releases,   GR
     reported rejecting the leases of nine of 44 stores and it is
     attempting to renegotiate lease terms for its other  stores.
     The Woodlands store was not identified as one of the nine to
     be  closed.  GR entered into negotiations with the  property
     owners to arrive at an agreement to modify rental terms that
     would  induce GR to affirm the Lease for this property.   GR
     and  the  property  owners subsequently agreed  to  a  lease
     amendment to reduce the annual rent by 23%, with a 10%  rent
     increase  on  January 1, 2008.  The amendment  provides  for
     additional  rental  payments if  the  store's  sales  exceed
     certain  stated amounts.  The amendment also calls  for  the
     owners  to  waive rent for one month during  the  first  six
     months  following  the bankruptcy court's approval  of  GR's
     affirmation   of  the  Lease.   The  lease   amendment   and
     confirmation  of GR's plan of reorganization  have  not  yet
     been approved by the court.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(4)  Investments in Real Estate - (Continued)

     With  the  exception  of February, GR has  made  all  rental
     payments  due  under  its  current lease.   The  Partnership
     expects to continue to receive all scheduled rents in future
     months unless the Lease is rejected by GR.  If the Lease  is
     affirmed,  GR  will be obligated to comply  with  all  Lease
     terms  as  amended.  As part of the lease amendment,  if  GR
     pays the rent for February, it will be entitled to credit an
     equal  amount against any installment of rent due after  the
     Lease is affirmed.  If GR does not affirm the Lease and  the
     Lease  is rejected, the rent for February will be considered
     a  pre-petition  unsecured obligation that  would,  together
     with  the  Partnership's other allowable damage  claims,  be
     paid pursuant to a court-confirmed plan of reorganization on
     a  prorata  basis with other unsecured claims to the  extent
     funds are available.  If the Lease is rejected, GR would  be
     required  to  return  possession  of  the  property  to  the
     Partnership  and  the Partnership would be  responsible  for
     real   estate   taxes  and  other  costs   associated   with
     maintaining the property.

     On  December  30,  2003,  the Partnership  purchased  a  50%
     interest  in  a  Johnny  Carino's  restaurant  in  Longmont,
     Colorado  for  $1,293,405.  The property is leased  to  Kona
     Restaurant  Group,  Inc.  under a  Lease  Agreement  with  a
     primary  term  of  13  years and annual rental  payments  of
     $107,992.

     On  July  15, 2004, the Partnership purchased a 40% interest
     in   a  Jared  Jewelry  store  in  Sugar  Land,  Texas   for
     $1,533,966.   The  property is leased to Sterling  Jewelers,
     Inc.  under a Lease Agreement with a remaining primary  term
     of 17.5 years and annual rental payments of $116,290.

     In  July  2003,  the  lessee of the Razzoo's  restaurant  in
     Austin,   Texas  notified  the  Partnership  that   it   was
     experiencing financial difficulty stemming from  lower  than
     expected  sales and that it might not be able to pay  future
     rents.   However, rents are current.  In November 2004,  the
     Partnership  and  the lessee entered into  an  agreement  to
     amend  the  Lease  to  provide the lessee  with  options  to
     purchase  the property and terminate the Lease.   Under  the
     purchase option, which expires October 31, 2006, the  lessee
     can  elect  to  purchase the Partnership's interest  in  the
     property for $1,248,000.  Under the termination option,  the
     lessee can elect to terminate the Lease by providing no less
     than   six   months  prior  written  notice  and  paying   a
     termination  payment equal to one year's  rent.   The  lease
     cannot be terminated prior to October 31, 2006.  As part  of
     this   agreement,  the  Partnership  received   a   personal
     guarantee  from the majority shareholder of the  lessee  for
     payment  of the rent through October 31, 2006.  In addition,
     the  Partnership  was  reimbursed for  certain  expenses  it
     incurred  related to legal action it pursued  in  connection
     with this situation.

     The  Partnership owns a .8729% interest in  a  TGI  Friday's
     restaurant, a 3.08% interest in a Hollywood Video  store  in
     Saraland, Alabama, a 7.3845% interest in a Children's  World
     daycare  center in DePere, Wisconsin and a 1.9962%  interest
     in  a  Children's World daycare center in Golden,  Colorado.
     The  remaining interests in these properties  are  owned  by
     unrelated  third  parties, who own the properties  with  the
     Partnership as tenants-in-common.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(4)  Investments in Real Estate - (Continued)

     For  properties owned as of December 31, 2004,  the  minimum
     future rent payments required by the leases are as follows:

                       2005           $ 1,276,776
                       2006             1,287,588
                       2007             1,293,776
                       2008             1,320,011
                       2009             1,323,323
                       Thereafter      11,090,389
                                       -----------
                                      $17,591,863
                                       ===========

     There were no contingent rents recognized in 2004 or 2003.

(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:

                                                  2004         2003
      Tenants                   Industry

     Garden Ridge, L.P.         Retail        $  248,566    $  104,591
     Knowledge Learning
      Enterprises, Inc.         Child Care       194,538       209,826
     Champps Operating
      Corporation               Restaurant       156,471           N/A
     Razooo's, Inc.             Restaurant       154,959       153,425
     Tumbleweed, Inc.           Restaurant       142,680       139,882
     Hollywood
      Entertainment Corporation Retail           136,210       262,136
                                               ----------    ----------
     Aggregate rent revenue of major tenants  $1,033,424    $  869,860
                                               ==========    ==========
     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue               86%           88%
                                               ==========    ==========

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(6)  Discontinued Operations -

     During the second quarter of 2003, the Partnership sold  the
     Children's World daycare center in Houston, Texas,  in  four
     separate  transactions,  to unrelated  third  parties.   The
     Partnership  received total net sale proceeds of $1,056,594,
     which  resulted in a net gain of $279,298.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was $892,219 and $114,923, respectively.

     During the second quarter of 2003, the Partnership sold  its
     23%   interest  in  the  Champps  Americana  restaurant   in
     Centerville,   Ohio,  in  two  separate   transactions,   to
     unrelated third parties.  The Partnership received total net
     sale proceeds of $1,314,145, which resulted in a net gain of
     $476,562.    The   total   cost  and   related   accumulated
     depreciation of the interests sold was $924,843 and $87,260,
     respectively.

     During  the  fourth  quarter of 2003, the  Partnership  sold
     56.7837%  of  the  Hollywood Video store in  Muscle  Shoals,
     Alabama, in three separate transactions, to unrelated  third
     parties.   The Partnership received total net sale  proceeds
     of  $871,473, which resulted in a net gain of $182,491.  The
     total  cost  and  related accumulated  depreciation  of  the
     interests sold was $761,257 and $72,275, respectively.

     During  the first quarter of 2004, the Partnership sold  its
     remaining 43.2163% interest in the Hollywood Video store  in
     Muscle  Shoals,  Alabama, in two separate  transactions,  to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $668,266, which resulted in a net gain  of
     $144,885.  At December 31, 2003, the property was classified
     as Real Estate Held for Sale with a book value of $523,381.

     On  December  10,  2003,  the Partnership  purchased  a  50%
     interest in a Tia's Tex-Mex restaurant in Killeen, Texas for
     $1,041,935.  The property was leased to Tia's Texas -  Alamo
     LLC  under a Lease Agreement with a primary term of 15 years
     and annual rental payments of $105,570.

     During  the first quarter of 2004, the Partnership sold  its
     interest  in the Tia's Tex-Mex restaurant, in four  separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,330,280,  which
     resulted  in a net gain of $289,516.  At December 31,  2003,
     the  property  was classified as Real Estate Held  for  Sale
     with a book value of $1,040,764.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(6)  Discontinued Operations - (Continued)

     The financial results for these properties are reflected  as
     Discontinued   Operations  in  the  accompanying   financial
     statements.   The following are the results of  discontinued
     operations for the years ended December 31:

                                                  2004          2003

     Rental Income                            $   10,381   $  189,901
     Property Management Expenses                 (3,325)      (8,170)
     Depreciation                                      0      (45,776)
     Gain on Disposal of Real Estate             434,401      938,351
                                               ----------   ----------
          Income from Discontinued Operations $  441,457   $1,074,306
                                               ==========   ==========

(7)  Partners' Capital -

     Cash  distributions of $31,245 and $26,642 were made to  the
     General Partners and $1,272,866 and $1,124,043 were made  to
     the  Limited Partners for the years ended December 31,  2004
     and 2003, respectively.  The Limited Partners' distributions
     represent  $78.20  and $68.46 per Limited  Partnership  Unit
     outstanding  using 16,277 and 16,418 weighted average  Units
     in 2004 and 2003, respectively.  The distributions represent
     $59.17 and $68.46 per Unit of Net Income and $19.03 and $-0-
     per  Unit of return of contributed capital in 2004 and 2003,
     respectively.

     As  part  of  the Limited Partners' distributions  discussed
     above, the Partnership distributed $390,000 and $390,000  of
     proceeds from property sales in 2004 and 2003, respectively.
     The  distributions  reduced the Limited  Partners'  Adjusted
     Capital Contributions.

     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, 2004 AND 2003

(7)  Partners' Capital - (Continued)

     During  2004,  seven Limited Partners redeemed  a  total  of
     152.12 Partnership Units for $129,399 in accordance with the
     Partnership  Agreement.  During 2003, ten  Limited  Partners
     redeemed  a total of 190.39 Partnership Units for  $143,963.
     The  Partnership acquired these Units using  Net  Cash  Flow
     from  operations.   The redemptions increase  the  remaining
     Limited Partner's ownership interest in the Partnership.  As
     a  result of these redemption payments and pursuant  to  the
     Partnership   Agreement,  the  General   Partners   received
     distributions  of  $4,002  and  $4,452  in  2004  and  2003,
     respectively.

     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
     $952.64 per original $1,000 invested.

(8)  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:

                                              2004          2003
     Net Income for Financial
      Reporting Purposes                   $1,119,971   $1,949,960

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                      111,648       76,019

     Income Accrued for Tax Purposes
      Over Income for Financial
      Reporting Purposes                       53,046            0

     Amortization of Start-Up and
      Organization Costs                      (17,143)     (61,399)

     Gain on Sale of Real Estate
      for Tax Purposes Under Gain
      for Financial Reporting Purposes           (473)     (92,088)
                                            ----------   ----------
           Taxable Income to Partners      $1,267,049   $1,872,492
                                            ==========   ==========

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2004 AND 2003

(8)  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:
                                                2004          2003
     Partners' Capital for
      Financial Reporting Purposes           $12,779,366   $13,096,907

     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                         327,635       216,460

     Income Accrued for Tax Purposes
      Over Income for Financial
      Reporting Purposes                          53,046             0

     Capitalized Start-Up Costs
      Under Section 195                          277,805       277,805

     Amortization of Start-Up and
      Organization Costs                        (283,805)     (266,662)

     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         $15,578,773   $15,749,236
                                              ===========   ===========

(9)  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:

                                        2004                  2003
                               Carrying       Fair    Carrying    Fair
                                Amount        Value     Amount    Value

     Money Market Funds      $ 847,559     $ 847,559   $ 875,777  $ 875,777
                              ---------     ---------   ---------  ---------
          Total Cash and
            Cash Equivalents $ 847,559     $ 847,559   $ 875,777  $ 875,777
                              =========     =========   =========  =========

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

       None.

ITEM 8A.  CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  its  disclosure
controls  and procedures (as defined in Rule 13a-14(c) under  the
Exchange  Act).   Based upon that evaluation, the  President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the end of the period covered by this report,  the
disclosure  controls  and  procedures  of  the  Partnership   are
adequately  designed to ensure that information  required  to  be
disclosed  by  us  in  the reports we file or  submit  under  the
Exchange  Act  is recorded, processed, summarized  and  reported,
within the time periods specified in applicable rules and forms.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's  internal controls during the  most  recent  period
covered  by  this  report that have materially affected,  or  are
reasonably   likely  to  materially  affect,  the   Partnership's
internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION.

       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
manage  and  control the Partnership's affairs and  have  general
responsibility  and  the  ultimate  authority  in   all   matters
affecting  the Partnership's business.  The General Partners  are
AEI  Fund  Management  XXI,  Inc.  (AFM),  the  Managing  General
Partner,   and  Robert  P.  Johnson,  Chief  Executive   Officer,
President  and  sole  director  of AFM,  the  Individual  General
Partner.   AFM  is  a  wholly  owned subsidiary  of  AEI  Capital
Corporation  of  which  Mr. Johnson is the majority  shareholder.
AFM  has only one senior financial executive, its Chief Financial
Officer.   The  Chief Financial Officer reports directly  to  Mr.
Johnson  and  is  accountable for his  actions  to  Mr.  Johnson.
Although Mr. Johnson and AFM require that all of their personnel,
including  the  Chief  Financial Officer, engage  in  honest  and
ethical  conduct,  ensure  full,  fair,  accurate,  timely,   and
understandable    disclosure,   comply   with   all    applicable
governmental  laws,  rules and regulations,  and  report  to  Mr.
Johnson   any  deviation  from  these  principles,  because   the
organization  is  composed of only approximately 35  individuals,
because  the  management of a partnership by an entity  that  has
different  interests in distributions and income  than  investors
involves numerous conflicts of interest that must be resolved  on
a  daily  basis, and because the ultimate decision maker  in  all
instances  is Mr. Johnson, AFM has not adopted a formal  code  of
conduct.   Instead,  the materials pursuant  to  which  investors
purchase Units disclose these conflicts of interest in detail and
Mr.  Johnson,  as  the  CEO and sole director  of  AFM,  resolves
conflicts  to  the  best  of  his ability,  consistent  with  his
fiduciary obligations to AFM and the fiduciary obligations of AFM
to  the  Partnership.  The director and officers of  AFM  are  as
follows:

        Robert  P.  Johnson, age 60, is Chief Executive  Officer,
President  and  sole 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 2005.  From  1970  to
the  present, he has been employed exclusively in the  investment
industry,  specializing in limited partnership  investments.   In
that capacity, he has been involved in the development, analysis,
marketing   and  management  of  public  and  private  investment
programs investing in net lease properties as well as public  and
private  investment  programs investing  in  energy  development.
Since 1971, Mr. Johnson has been the president, a director and  a
registered principal of AEI Securities, Inc., which is registered
with  the SEC 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  twelve  limited partnerships and a managing member  in  three
LLCs.

        Patrick  W.  Keene,  age 45, is Chief Financial  Officer,
Treasurer  and  Secretary  and has  held  these  positions  since
January  22,  2003  and  has been elected to  continue  in  these
positions  until December 2005.  Mr. Keene has been  employed  by
AEI  Fund  Management, Inc. and affiliated entities  since  1986.
Prior  to being elected to the positions above, he was Controller
of  the various entities.  From 1982 to 1986, Mr. Keene was  with
KPMG  Peat  Marwick  Certified Public Accountants,  first  as  an
auditor and later as a tax manager.  Mr. Keene is responsible for
all accounting functions of AFM and the registrant.


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

       Since Mr. Johnson serves as the Individual General Partner
of  the Partnership, as well as the sole director of AFM, all  of
the  duties  that  might be assigned to an  audit  committee  are
assigned  to Mr. Johnson.  Mr. Johnson is not an audit  committee
financial expert, as defined.  As an officer and majority  owner,
through  a parent company, of AFM, and as the Individual  General
Partner, Mr. Johnson is not a "disinterested director" and may be
subject to a number of conflicts of interests in his capacity  as
sole director of AFM.

        Before the independent auditors are engaged, Mr. Johnson,
as the sole director of AFM, approves all audit-related fees, and
all permissible nonaudit fees, for services of our auditors.

Section 16(a) Beneficial Ownership Reporting Compliance

        Under federal securities laws, the directors and officers
of  the  General  Partner of the Partnership, and any  beneficial
owner  of  more than 10% of a class of equity securities  of  the
Partnership,  are  required  to report  their  ownership  of  the
Partnership's equity securities and any changes in such ownership
to  the  Securities  and Exchange Commission (the  "Commission").
Specific due dates for these reports have been established by the
Commission, and the Partnership is required to disclose  in  this
Annual  Report on 10-KSB  any delinquent filing of  such  reports
and any failure to file such reports during the fiscal year ended
December  31, 2004.  Based upon information provided by  officers
and directors of the General Partner, all officers, directors and
10% owners filed all reports on a timely basis in the 2004 fiscal
year.

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, property  management,
and  property  sales  services.  The amount and  nature  of  such
payments are detailed in Item 12 of this annual report on Form 10-
KSB.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

        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, 2005:

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

   AEI Fund Management XXI, Inc.            22           *
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

   Robert P. Johnson                        0            0%
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

   Patrick W. Keene                         0            0%
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

   Andrea B. Currier                    824.74227       5.1%
   P.O. Box E, The Plains, Virginia 20198

*   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.

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.   Reference  is  made to  Note  3  of  the  Financial
Statements,   as  presented,  and  is  incorporated   herein   by
reference,  for  details of related party  transactions  for  the
years ended December 31, 2004 and 2003.

        The  limitations  included in the  Partnership  Agreement
require   that  the  cumulative  reimbursements  to  the  General
Partners  and  their  affiliates for certain  expenses  will  not
exceed  an  amount equal to the sum of (i) 20% of gross  offering
proceeds, (ii) 5% of Net Cash Flow for property management, (iii)
3%  of  Net Proceeds of Sale, and (iv) 10% of Net Cash Flow  less
the  Net  Cash Flow actually distributed to the General Partners.
The  cumulative  reimbursements subject to  this  limitation  are
reimbursements  for  (i)  organization  and  offering   expenses,
including commissions, (ii) acquisition expenses, (iii)  services
provided in the sales effort of properties, and (iv) expenses  of
controlling  persons and overhead expenses directly  attributable
to  the  forgoing  services  or  attributable  to  administrative
services.   As   of   December   31,   2004,   these   cumulative
reimbursements  to the General Partners and their affiliates  did
not exceed the limitation amount.


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

        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, 2004.

Person or Entity                                     Amount Incurred From
 Receiving                  Form and Method        Inception (July 31, 1996)
Compensation                of Compensation          To December 31, 2004

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

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

General Partners and Reimbursement at Cost for all            $  379,644
Affiliates           Acquisition Expenses

General Partners and Reimbursement at Cost for all            $1,347,386
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            $  401,631
Affiliates           expenses related to the disposition
                     of the Fund's properties.

General Partners     3% of Net Cash Flow in any fiscal year.  $  215,948

General Partners     1% of distributions of Net Proceeds of   $   15,247
                     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.


                             PART IV

ITEM 13.  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 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 August 21, 1997 [File No. 333-5604]).

 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 December 18, 1997).

 10.2  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 March 12, 1999).

 10.3  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 March 12, 1999).

 10.4  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 March 12, 1999).

 10.5  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 July 26, 1999).

 10.6  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 July 26, 1999).

 10.7  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 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 1553 Arcadian  Drive,  DePere,
       Wisconsin  (incorporated by reference  to  Exhibit  10.7  of
       Form 8-K filed July 26, 1999).

 10.9  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 July 20, 1999).

10.10  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 September 1, 1999).

ITEM 13.  EXHIBITS.  (Continued)

                           Description

10.11  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 August 2, 2000).

10.12  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 November 7, 2000).

10.13  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 August 7, 2001).

10.14  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  August  7,
       2001).

10.15  Net  Lease  Agreement  dated  December  6,   2002
       between the Partnership, AEI Net Lease Income & Growth  Fund
       XX  Limited  Partnership and Champps  Operating  Corporation
       relating  to  the  Property at 9424 Civic Centre  Boulevard,
       West  Chester,  Ohio (incorporated by reference  to  Exhibit
       10.25 of Form 10-KSB filed March 21, 2003).

10.16  Assignment of Purchase Agreement dated August  19,
       2003  between the Partnership and AEI Fund Management,  Inc.
       relating  to  the  Property at 16778 I-45 South,  Woodlands,
       Texas (incorporated by reference to Exhibit 10.1 of Form  8-
       K filed September 6, 2003).

10.17  Assignment  of  Lease, Indemnity  and  Assumption
       Agreement  dated  August 27, 2003 between  the  Partnership,
       AEI  Real Estate Fund XVIII Limited Partnership, AEI  Income
       &  Growth  Fund  24  LLC, AEI Real Estate  Fund  XV  Limited
       Partnership  and  Cypress/GR Woodlands I, L.P.  relating  to
       the   Property   at  16778  I-45  South,  Woodlands,   Texas
       (incorporated  by  reference to Exhibit  10.2  of  Form  8-K
       filed September 6, 2003).

10.18  Assignment of Purchase Agreement  dated  November
       12,  2003  between the Partnership and AEI Fund  Management,
       Inc.  relating  to  the Property at 2901  E.  Central  Texas
       Expressway,  Killeen, Texas (incorporated  by  reference  to
       Exhibit 10.3 of Form 10-QSB filed November 11, 2003).

10.19  Net  Lease  Agreement  dated  December  10,  2003
       between  the  Partnership, AEI Private Net Lease  Millennium
       Fund  Limited  Partnership  and Tia's  Texas  -  Alamo,  LLC
       relating   to   the  Property  at  2901  E.  Central   Texas
       Expressway,  Killeen, Texas (incorporated  by  reference  to
       Exhibit 10.21 of Form 10-KSB filed March 19, 2004).

10.20  Assignment  of  Agreement  of  Sale  and   First
       Amendment  to  Agreement  of Sale dated  December  23,  2003
       between  the  Partnership  and  AEI  Fund  Management,  Inc.
       relating  to  the  Property at 2033  Ken  Pratt  Boulevard.,
       Longmont,  Colorado  (incorporated by reference  to  Exhibit
       10.22 of Form 10-KSB filed March 19, 2004).

10.21  Net  Lease  Agreement  dated  December  30,  2003
       between  the Partnership, AEI Accredited Investor Fund  2002
       Limited   Partnership  and  Kona  Restaurant   Group,   Inc.
       relating  to  the  Property at 2033  Ken  Pratt  Boulevard.,
       Longmont,  Colorado  (incorporated by reference  to  Exhibit
       10.23 of Form 10-KSB filed March 19, 2004).


ITEM 13.  EXHIBITS.  (Continued)

                           Description

10.22  First  Amendment  to Net  Lease  Agreement  dated
       January  13,  2004 between the Partnership,  AEI  Net  Lease
       Income  &  Growth  Fund XX Limited Partnership  and  Champps
       Operating  Corporation  relating to  the  Property  at  9424
       Civic Centre Boulevard, West Chester, Ohio (incorporated  by
       reference  to  Exhibit 10.2 of Form 8-K  filed  January  21,
       2004).

 10.1  Assignment of Purchase Agreement dated  May  13,  2004
       between  the Partnership, AEI Accredited Investor Fund  2002
       Limited  Partnership and AEI Fund Management, Inc.  relating
       to  the  Property  at  16010 Kensington Drive,  Sugar  Land,
       Texas (incorporated by reference to Exhibit 10.1 of Form  8-
       K filed July 29, 2004).

 10.2  Assignment and Assumption of Lease dated July 15, 2004
       between  the Partnership, AEI Accredited Investor Fund  2002
       Limited   Partnership  and  Transugar  Limited   Partnership
       relating  to  the Property at 16010 Kensington Drive,  Sugar
       Land,  Texas (incorporated by reference to Exhibit  10.2  of
       Form 8-K filed July 29, 2004).

 31.1  Certification  of Chief Executive Officer  of  General
       Partner  pursuant  to Rule 15d-14(a)(17  CFR  240.15d-14(a))
       and Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2  Certification  of Chief Financial Officer  of  General
       Partner  pursuant  to Rule 15d-14(a)(17  CFR  240.15d-14(a))
       and Section 302 of the Sarbanes-Oxley Act of 2002.

   32  Certification  of Chief Executive  Officer  and  Chief
       Financial  Officer  of General Partner pursuant  to  Section
       906 of the Sarbanes-Oxley Act of 2002.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

        The  following  is a summary of the fees  billed  to  the
Partnership  by  Boulay, Heutmaker, Zibell  &  Co.  P.L.L.P.  for
professional  services rendered for the years ended December  31,
2004 and 2003:

     Fee Category                            2004       2003

     Audit Fees                           $   9,850   $  9,433
     Audit-Related Fees                         708        564
     Tax Fees                                     0          0
     All Other Fees                               0          0
                                           ---------   --------
          Total Fees                      $  10,558   $  9,997
                                           =========   ========

Audit  Fees  - Consists of fees billed for professional  services
rendered  for  the  audit of the Partnership's  annual  financial
statements   and  review  of  the  interim  financial  statements
included  in  quarterly reports, and services that  are  normally
provided   by  Boulay,  Heutmaker,  Zibell  &  Co.  P.L.L.P.   in
connection with statutory and regulatory filings or engagements.

Audit-Related  Fees - Consists of fees billed for  assurance  and
related  services that are reasonably related to the  performance
of  the  audit  or  review of financial statements  and  are  not
reported under "Audit Fees." These services include consultations
concerning financial accounting and reporting standards.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. (Continued)

Tax  Fees - Consists of fees billed for professional services for
federal and state tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services other
than the services reported above.


Policy   for  Preapproval  of  Audit  and  Permissible  Non-Audit
Services of Independent Auditors

        Before  the  Independent  Auditors  are  engaged  by  the
Partnership to render audit or non-audit services, the engagement
is  approved  by  Mr.  Johnson acting as the Partnership's  audit
committee.



                              SIGNATURES

        In  accordance with Section 13 or 15(d) of  the  Exchange
Act, the registrant 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 18, 2005              By: /s/ Robert P Johnson
                                    Robert  P. Johnson, President and Director
                                    (Principal Executive Officer)


        In accordance with the Exchange Act, 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 18, 2005
    Robert P.Johnson  and Sole Director of Managing General
                      Partner

/s/ Patrick W Keene   Chief Financial Officer  and  Treasurer  March 18, 2005
    Patrick W.Keene   (Principal Accounting Officer)