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, 2002

                 Commission file number:  24003

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
                                 Name of each exchange on
     Title of each class             which registered
             None                          None

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

                      Limited Partnership Units
                        (Title of class)

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

                         Yes [X]       No

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

The  Issuer's  revenues  for year ended December  31,  2002  were
$1,187,173.

As  of  February 28, 2003, there were 16,494.296 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 $16,494,296.
               DOCUMENTS INCORPORATED BY REFERENCE

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

         Transitional Small Business Disclosure Format:

                       Yes            No [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

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

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

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

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

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Leases

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

        The leases provide the lessees with two to four five-year
renewal options subject to the same terms and conditions  as  the
initial  lease.   Certain  lessees  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.

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

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

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

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




ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

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

           Through December 31, 2002, the Partnership sold 96.92%
of  the  Hollywood  Video  store in Saraland,  Alabama,  in  five
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,492,200, which
resulted  in a net gain of $242,419.  The total cost and  related
accumulated depreciation of the interests sold was $1,335,452 and
$85,671, respectively.  For the years ended December 31, 2002 and
2000, the net gain was $120,988 and $121,431, respectively.

        Through  December 31, 2002, the Partnership sold 38.0038%
of  the  Children's World in Golden, Colorado, in  five  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $790,102, which resulted in a
net  gain  of  $164,893.  The total cost and related  accumulated
depreciation  of  the  interests sold was $638,318  and  $13,109,
respectively.   For the years ended December 31, 2002  and  2001,
the net gain was $10,891 and $154,002, 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.

         During  2002,  the  Partnership  sold  12.776%  of   the
Children's World daycare center in Plainfield, Illinois,  in  two
separate   transactions,  to  unrelated  third   parties.     The
Partnership  received  net  sale  proceeds  of  $230,243,   which
resulted  in  a  net  gain  of $49,514.   The  cost  and  related
accumulated  depreciation of the interests sold was $188,152  and
$7,423, respectively.

        Subsequent  to  December 31, 2002, the  Partnership  sold
11.9086%  of  the Children's World daycare center in  Plainfield,
Illinois, to an unrelated third party.  The Partnership  received
net sale proceeds of approximately $220,000, which resulted in  a
net gain of approximately $53,000.

        Subsequent  to  December 31, 2002, the  Partnership  sold
68.5173%   of   the   Arby's  restaurant,   in   three   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received  net  sale  proceeds of approximately $1,074,000,  which
resulted in a net gain of approximately $182,000.

        On  December  6,  2002, the Partnership purchased  a  50%
interest  in a parcel of land in West Chester, Ohio for $473,224,
including  acquisition expenses.  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 will advance funds to Champps for the construction of
a Champps Americana restaurant on the site.  Through December 31,
2002, the Partnership had advanced $3,687 for the construction of
the  property and was charging interest on the advances at a rate
of  10.0%.  The Partnership's share of the total purchase  price,
including the cost of the land, will be approximately $1,750,000.
After  the construction is complete, the Lease Agreement will  be
amended  to  require  annual  rental  payments  of  approximately
$175,000.  The remaining interest in the property is owned by AEI
Net  Lease  Income  and  Growth Fund XX Limited  Partnership,  an
affiliate of the Partnership.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Major Tenants

        During 2002, five tenants each contributed more than  ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 88% of total rental revenue  in
2002.   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  2003  and
future   years.   Any  failure  of  these  major  tenants   could
materially   affect  the  Partnership's  net  income   and   cash
distributions.

Competition

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

Employees

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

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

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

Description of Properties

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

        The  Partnership's properties are subject to the  general
competitive conditions incident to the ownership of single tenant
investment  real estate.  Since each property is leased  under  a
long-term   lease,   there  is  little  competition   until   the
Partnership  decides to sell the property.   At  this  time,  the
Partnership will be competing with other real estate  owners,  on
both a national and local level, in attempting to find buyers for
the   properties.   In  the  event  of  a  tenant  default,   the
Partnership would be competing with other real estate owners, who
have  property vacancies, to attract a new tenant  to  lease  the
property.   The Partnership's tenants operate in industries  that
are  very  competitive and can be affected  by  factors  such  as
changes  in regional or local economies, seasonality and  changes
in consumer preference.
ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 2002.

                              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   $   14,581 Bistros, Inc.  $  1,544  $ 39.22

Hollywood Video Store                       Hollywood
   Saraland, AL                           Entertainment
   (3.08%)            1/26/99   $   42,439 Corporation    $  3,992  $ 17.31

Champps Americana
   Restaurant                                Champps
   Centerville, OH                          Operating
   (23.0%)            1/27/99   $  924,843 Corporation    $100,110  $ 46.46

Arby's Restaurant                              RTM
    Homewood, AL       7/9/99   $1,392,592 Alabama, Inc.  $123,378  $ 37.89

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

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

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

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

                                            Hollywood
Hollywood Video Store                     Entertainment
   Minot, ND          7/16/99   $1,330,000 Corporation    $129,168  $ 17.25

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

Tumbleweed Restaurant                      Tumbleweed,
   Fort Wayne, IN     8/31/99   $1,316,695    Inc.        $138,956  $ 23.33

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

  ITEM 2.DESCRIPTION OF PROPERTIES.  (Continued)

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

Children's World
   Daycare Center                              ARAMARK
   Plainfield, IL                            Educational
    (12.224%)         5/14/01   $  180,023 Resources, Inc.$ 17,245  $ 15.76

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

Champps Americana
   Restaurant
   West Chester, Ohio                        Champps
   (50.0%)                                  Operating
   (land only)  (1)  12/06/02   $  473,224 Corporation    $ 50,600  $ 11.13

(1)  Restaurant was under construction as of December 31, 2002.

        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  Champps
Americana restaurant in Centerville, Ohio are owned by  AEI  Real
Estate Fund XVII Limited Partnership, AEI Real Estate Fund  XVIII
Limited  Partnership  and AEI Income & Growth  Fund  XXI  Limited
Partnership.  The remaining interests in the 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
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 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, which have Lease  terms
of 20 years.  The Leases contain renewal options which may extend
the  Lease  term  an  additional 15 years,  except  for  the  TGI
Friday's, Arby's, Razzoo's and Tumbleweed restaurants, which have
renewal  options that may extend the Lease term an additional  10
years  and the Hollywood Video store in Saraland, Alabama,  which
has  renewal options that may extend the Lease term an additional
20 years.

        Pursuant to the Lease Agreement, the tenants are required
to provide proof of adequate insurance coverage on the properties
they  occupy.   The General Partners believe the  properties  are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.
ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

         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, 2002, all properties  listed  above
were 100% occupied.

ITEM 3.   LEGAL PROCEEDINGS.

       None.

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

       None.


                             PART II

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

        As of December 31, 2002 there were 732 holders record  of
the  registrant's Limited Partnership Units.  There is  no  other
class  of  security outstanding or authorized.  The  registrant's
Units  are  not  a traded security in any market.   However,  the
Partnership  may  acquire Units from Limited  Partners  who  have
tendered  their  Units to the Partnership.   Such  Units  may  be
acquired at a discount.  The Partnership will not be obligated to
purchase  in  any year any number of Units that, when  aggregated
with  all  other transfers of Units that have occurred since  the
beginning   of  the  same  calendar  year  (excluding   Permitted
Transfers as defined in the Partnership Agreement), would  exceed
5%  of the total number of Units outstanding on January 1 of such
year.  In no event shall the Partnership be obligated to purchase
Units if, in the sole discretion of the Managing General Partner,
such  purchase  would  impair the capital  or  operation  of  the
Partnership.

        During  2002, six Limited Partners redeemed  a  total  of
40.34  Partnership  Units  for $29,931  in  accordance  with  the
Partnership  Agreement.   In  prior years,  17  Limited  Partners
redeemed  a total of 360.59 Partnership Units for $276,605.   The
redemptions  increase the remaining Limited  Partner's  ownership
interest in the Partnership.

       Cash distributions of $32,168 and $33,082 were made to the
General Partners and $1,144,867 and $1,175,943 were made  to  the
Limited   Partners   in   2002  and  2001,   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 $200,000  and  $270,000  of
proceeds from property sales in 2002 and 2001, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

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.

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  some  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.

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

         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, 2002  and  2001,  the
Partnership   recognized   rental  income   of   $1,168,020   and
$1,207,009,   respectively.   During  the   same   periods,   the
Partnership  earned  investment income of  $19,153  and  $76,061,
respectively.  In 2002, rental income decreased due  to  property
sales.   This decrease in rental income was offset by  additional
rent  received from three property acquisitions in 2001 and 2002,
and  rent  increases  on three properties.  In  2002,  investment
income  decreased due to the Partnership receiving less  interest
income from construction advances and lower money market interest
rates.

        During  the years ended December 31, 2002 and  2001,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $153,484 and $186,297, 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  $35,564 and $33,650, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, taxes, insurance and other property costs.

       As of December 31, 2002, the Partnership's annualized cash
distribution  rate  was  7.0%,  based  on  the  Adjusted  Capital
Contribution.     Pursuant   to   the   Partnership    Agreement,
distributions of Net Cash Flow were allocated 97% to the  Limited
Partners and 3% to the General Partners.

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

Liquidity and Capital Resources

       During the year ended December 31, 2002, the Partnership's
cash  balances increased $1,228,132 as a result of cash generated
from  the  sale of property, which was partially offset  by  cash
used  to purchase property and distributions paid to the Partners
in  excess of cash generated from operating activities.  Net cash
provided  by  operating activities decreased from  $1,117,956  in
2001  to $957,776 in 2002 as a result of a decrease in income  in
2002  and  net timing differences in the collection  of  payments
from  the  lessees  and  the  payment  of  expenses,  which  were
partially  offset  by  a  decrease in Partnership  administration
expenses in 2002.

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

        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,  2002 and 2001, the Partnership generated cash flow from  the
sale  of  real estate of $1,957,765 and $1,150,946, respectively.
During  the  same periods, the Partnership expended $476,911  and
$666,803,  respectively, to invest in real properties  (inclusive
of  acquisition  expenses)  as  the Partnership  reinvested  cash
generated from property sales.

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

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

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

        Through December 31, 2002, the Partnership sold 96.92% of
the  Hollywood Video store in Saraland, Alabama, in five separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,492,200, which resulted in
a  net  gain of $242,419.  The total cost and related accumulated
depreciation  of the interests sold was $1,335,452  and  $85,671,
respectively.  For the year ended December 31, 2002, the net gain
was $120,988.

        Through  December 31, 2002, the Partnership sold 38.0038%
of  the  Children's World in Golden, Colorado, in  five  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $790,102, which resulted in a
net  gain  of  $164,893. The total cost and  related  accumulated
depreciation  of  the  interests sold was $638,318  and  $13,109,
respectively.  For the years ended December 31, 2002,  and  2001,
the net gain was $10,891 and $154,002, 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.

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

         During  2002,  the  Partnership  sold  12.776%  of   the
Children's World daycare center in Plainfield, Illinois,  in  two
separate   transactions,  to  unrelated  third   parties.     The
Partnership  received  net  sale  proceeds  of  $230,243,   which
resulted  in  a  net  gain  of $49,514.   The  cost  and  related
accumulated  depreciation of the interests sold was $188,152  and
$7,423, respectively.

        Subsequent  to  December 31, 2002, the  Partnership  sold
11.9086%  of  the Children's World daycare center in  Plainfield,
Illinois, to an unrelated third party.  The Partnership  received
net sale proceeds of approximately $220,000, which resulted in  a
net gain of approximately $53,000.

        Subsequent  to  December 31, 2002, the  Partnership  sold
68.5173%   of   the   Arby's  restaurant,   in   three   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received  net  sale  proceeds of approximately $1,074,000,  which
resulted in a net gain of approximately $182,000.

       During 2002 and 2001, the Partnership distributed $202,020
and  $272,728 of the net sale proceeds to the Limited and General
Partners  as part of their regular quarterly distributions  which
represented a return of capital of $12.10 and $16.26 per  Limited
Partnership Unit, respectively.  The remaining net sale  proceeds
will  either  be reinvested in additional property or distributed
to the Partners in the future.

        On  December  6,  2002, the Partnership purchased  a  50%
interest  in a parcel of land in West Chester, Ohio for $473,224,
including  acquisition expenses.  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 will advance funds to Champps for the construction of
a Champps Americana restaurant on the site.  Through December 31,
2002, the Partnership had advanced $3,687 for the construction of
the  property and was charging interest on the advances at a rate
of  10.0%.  The Partnership's share of the total purchase  price,
including the cost of the land, will be approximately $1,750,000.
After  the construction is complete, the Lease Agreement will  be
amended  to  require  annual  rental  payments  of  approximately
$175,000.  The remaining interest in the property is owned by AEI
Net  Lease  Income  and  Growth Fund XX Limited  Partnership,  an
affiliate of the Partnership.

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

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

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

        During  2002, six Limited Partners redeemed  a  total  of
40.34  Partnership  Units  for $29,931  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net Cash Flow from operations.  In prior years, 17 Limited
Partners  redeemed  a  total  of  360.59  Partnership  Units  for
$276,605.    The  redemptions  increase  the  remaining   Limited
Partner's ownership interest in the Partnership.

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

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying index to financial statements.





        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS




                                                          Page

Report of Independent Auditors                             15

Balance Sheet as of December 31, 2002 and 2001             16

Statements for the Years Ended December 31, 2002 and 2001:

     Income                                                17

     Cash Flows                                            18

     Changes in Partners' Capital                          19

Notes to Financial Statements                         20 - 31





                 REPORT OF INDEPENDENT AUDITORS





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







     We have audited the accompanying balance sheet of AEI Income
&  Growth  Fund  XXII  Limited Partnership (a  Minnesota  limited
partnership)  as  of December 31, 2002 and 2001 and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years then ended.  These financial statements  are  the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

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

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  AEI  Income  &  Growth Fund XXII Limited  Partnership  as  of
December 31, 2002 and 2001, and the results of its operations and
its  cash  flows  for  the years then ended, in  conformity  with
accounting principles generally accepted in the United States  of
America.








Minneapolis, Minnesota
January  21, 2003               Boulay Heutmaker, Zibell & Co. P.L.L.P.
                                Certified Public Accountants
<page>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                          BALANCE SHEET

                           DECEMBER 31

                             ASSETS

                                             2002       2001

CURRENT ASSETS:
  Cash and Cash Equivalents               $2,108,482 $   880,350
  Receivables                                  3,563           0
                                           ---------   ---------
      Total Current Assets                 2,112,045     880,350
                                           ---------   ---------
INVESTMENTS IN REAL ESTATE:
  Land                                     4,684,762   4,912,902
  Buildings and Equipment                  6,883,098   7,902,754
  Construction in Progress                     3,687           0
  Accumulated Depreciation                 (938,819)   (769,823)
                                           ---------   ---------
      Net Investments in Real Estate      10,632,728  12,045,833
                                           ---------   ---------
           Total  Assets                 $12,744,773 $12,926,183
                                          ==========  ==========


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.   $    11,613 $    48,399
  Distributions Payable                      287,113     290,645
                                           ---------   ---------
      Total Current Liabilities              298,726     339,044
                                           ---------   ---------
PARTNERS' CAPITAL:
  General Partners                             3,792       1,645
  Limited Partners, $1,000 Unit Value;
      24,000 Units authorized;
      16,917 Units issued; 16,516 and
      16,557 Units outstanding
      in 2002 and 2001, respectively      12,442,255  12,585,494
                                           ---------   ---------
      Total Partners' Capital             12,446,047  12,587,139
                                           ---------   ---------
           Total Liabilities
           and Partners' Capital         $12,744,773 $12,926,183
                                          ==========  ==========

 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


                                             2002       2001

INCOME:
  Rent                                   $ 1,168,020 $ 1,207,009
  Investment Income                           19,153      76,061
                                           ---------   ---------
      Total Income                         1,187,173   1,283,070
                                           ---------   ---------

EXPENSES:
  Partnership Administration - Affiliates    153,484     186,297
  Partnership Administration and Property
     Management - Unrelated Parties           35,564      33,650
  Depreciation                               321,705     326,858
                                           ---------   ---------
      Total Expenses                         510,753     546,805
                                           ---------   ---------

OPERATING INCOME                             676,420     736,265

GAIN ON SALE OF REAL ESTATE                  389,454     215,520
                                           ---------   ---------
NET INCOME                               $ 1,065,874 $   951,785
                                            ========    ========

NET INCOME ALLOCATED:
  General Partners                       $    34,315 $    74,760
  Limited Partners                         1,031,559     877,025
                                           ---------   ---------
                                         $ 1,065,874 $   951,785
                                           =========   =========

NET INCOME PER LIMITED PARTNERSHIP UNIT
   (16,542 and 16,601 weighted average
   Units outstanding in 2002 and
   2001, respectively)                   $     62.36 $     52.83
                                            ========    ========

 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


                                             2002       2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                             $ 1,065,874 $   951,785

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating
  Activities:
     Depreciation                            321,705     326,858
     Gain on Sale of Real Estate            (389,454)   (215,520)
     (Increase) Decrease in Receivables       (3,563)     28,040
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.            (36,786)     26,793
                                           ---------  ----------
       Total Adjustments                    (108,098)    166,171
                                           ---------  ----------
       Net Cash Provided By
           Operating Activities              957,776   1,117,956
                                           ---------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                (476,911)   (666,803)
  Proceeds from Sale of Real Estate        1,957,765   1,150,946
                                           ---------  ----------
       Net Cash Provided By
           Investing Activities            1,480,854     484,143
                                          ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Distributions Payable           (3,532)     (9,500)
  Distributions to Partners               (1,176,110) (1,206,689)
  Redemption Payments                        (30,856)    (77,839)
                                          ----------  ----------
       Net Cash Used For
           Financing Activities           (1,210,498) (1,294,028)
                                          ----------  ----------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                    1,228,132     308,071

CASH AND CASH EQUIVALENTS,
beginning of period                          880,350     572,279
                                          ----------  ----------
CASH AND CASH EQUIVALENTS,
end of period                            $ 2,108,482 $   880,350
                                          ==========  ==========

    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, 2000  $(40,033) $ 12,959,915  $12,919,882   16,657.32

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

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

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

  Distributions              (31,243)   (1,144,867)  (1,176,110)

  Redemption Payments           (925)      (29,931)     (30,856)     (40.34)

  Net Income                  34,315     1,031,559    1,065,874
                            --------     ---------    ---------   ---------
BALANCE, December 31, 2002  $  3,792   $12,442,255  $12,446,047   16,516.29
                            ========    ==========    =========   =========





 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, 2002 AND 2001

(1)  ORGANIZATION -

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

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

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

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

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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, 2002 AND 2001

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

     Real Estate

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

       Real  estate is recorded at the lower of cost or estimated
       net   realizable  value.   The  Partnership  compares  the
       carrying   amount  of  its  properties  to  the  estimated
       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.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

       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.

       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.

(3)  RELATED PARTY TRANSACTIONS -

     The  Partnership owns a .8729% interest in  a  TGI  Friday's
     restaurant.   The  remaining interest in  this  property  is
     owned by unrelated third parties.  AEI Real Estate Fund XVII
     Limited Partnership, an affiliate of the Partnership,  owned
     a  60.0%  interest in this property until the  interest  was
     sold,  in  a  series  of transactions,  to  unrelated  third
     parties in 2002.  The Partnership owns a 23.0% interest in a
     Champps  Americana restaurant.  The remaining  interests  in
     this property are owned by AEI Real Estate Fund XVII Limited
     Partnership, AEI Real Estate Fund XVIII Limited  Partnership
     and  AEI  Income  &  Growth  Fund XXI  Limited  Partnership,
     affiliates  of  the  Partnership.  The  Partnership  owns  a
     1.9962%  interest  in a Children's World daycare  center  in
     Golden,  Colorado.  The remaining interests in the  property
     are owned by unrelated third parties.  AEI Private Net Lease
     Millennium  Fund  Limited Partnership, an affiliate  of  the
     Partnership,  owned an 18% interest in this  property  until
     the  interest  was  sold, in a series  of  transactions,  to
     unrelated  third parties in 2001 and 2002.  AEI Private  Net
     Lease  Fund  1998 Limited Partnership, an affiliate  of  the
     Partnership,  owned a 42.0% interest in this property  until
     the  interest  was  sold, in a series  of  transactions,  to
     unrelated third parties in 2001.  At December 31,  2002  the
     Partnership  owned a 12.224% interest in a Children's  World
     daycare   center  in  Plainfield,  Illinois.  The  remaining
     interests  in  the  property are owned  by  unrelated  third
     parties.      AEI Real Estate Fund 85-A Limited  Partnership
     and   AEI   Private  Net  Lease  Millennium   Fund   Limited
     Partnership,  affiliates  of the  Partnership  owned  a  75%
     interest in this property until the interests were sold,  in
     a  series  of  transactions, to unrelated third  parties  in
     2002.   The Partnership owns a 48.0% interest in a  Razzoo's
     restaurant.   The remaining interests in this  property  are
     owned  by  AEI Real Estate Fund XV Limited Partnership,  AEI
     Real  Estate Fund XVII Limited Partnership and AEI Net Lease
     Income & Growth Fund XIX Limited Partnership, affiliates  of
     the  Partnership.  The Partnership 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.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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

                                                   2002       2001
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.                                     $ 153,484  $ 186,297
                                                 ========   ========
b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties relating to Partnership
  administration and property management.
  These expenses included printing costs, legal
  and filing fees, direct administrative costs,
  outside audit and accounting costs, taxes,
  insurance and other property costs.           $  35,564  $  33,650
                                                 ========   ========
c.AEI is reimbursed for all costs and direct
  expenses incurred by it in acquiring properties
  on behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $39,625 and $8,859
  for 2002 and 2001, respectively.              $ (32,776) $  (1,121)
                                                 ========   ========
d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.         $  78,543  $  48,462
                                                 ========   ========


     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, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE -

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

     The  Partnership's properties are commercial,  single-tenant
     buildings.  The TGI Friday's restaurant was constructed  and
     acquired in 1997.  The Hollywood Video stores in Alabama and
     the  Children's  World daycare center in  DePere,  Wisconsin
     were  constructed  in  1998  and  acquired  in  1999.    The
     Children's  World daycare centers in Abingdon, Maryland  and
     Houston,  Texas  were constructed in 1995  and  acquired  in
     1999.   The  Children's World daycare  center  in  Pearland,
     Texas  was  constructed in 1997 and acquired in  1999.   The
     Children's  World  daycare center in  Golden,  Colorado  was
     constructed  and  acquired in 2000.   The  Children's  World
     daycare  center  in Plainfield, Illinois  and  the  Razzoo's
     restaurant  were  constructed and  acquired  in  2001.   The
     remaining properties were constructed and acquired in  1999.
     The  land  for  the  Champps Americana  restaurant  in  West
     Chester, Ohio was acquired in 2002 and construction  of  the
     restaurant  will be completed in 2003.  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, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     The   cost   of   the  properties  and  related  accumulated
     depreciation at December 31, 2002 are as follows:

                               Buildings and         Accumulated
Property                  Land   Equipment    Total  Depreciation

TGI Friday's, Greensburg, PA      $6,439   $  8,142  $   14,581  $  1,762
Hollywood Video, Saraland, AL     17,654     24,785      42,439     3,924
Champps Americana,
   Centerville, OH               468,050    456,793     924,843    79,709
Arby's, Homewood, AL             748,169    644,423   1,392,592   121,551
Children's World, Abingdon, MD   208,416    843,356   1,051,772   116,664
Children's World, Houston, TX    124,577    767,642     892,219   106,191
Children's World, Pearland, TX   204,105    739,310     943,415   102,271
Children's World, DePere, WI      19,509     68,179      87,688     9,431
Hollywood Video, Minot, ND       619,597    710,403   1,330,000    98,273
Hollywood Video,
   Muscle Shoals, AL             600,315    740,311   1,340,626    99,942
Tumbleweed, Fort Wayne, IN       489,027    827,668   1,316,695   130,093
Children's World, Golden, CO       7,684     25,844      33,528     2,326
Children's World,
   Plainfield, IL                 50,882    129,141     180,023     8,394
Razzoo's, Austin, TX             647,114    897,101   1,544,215    58,288
Champps Americana,
    West Chester, Ohio           473,224          0     473,224         0
                                --------   --------  ----------  --------
                              $4,684,762 $6,883,098 $11,567,860  $938,819
                                ========   ========  ==========  ========

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

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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

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

     Through  December 31, 2002, the Partnership sold  96.92%  of
     the  Hollywood  Video store in Saraland,  Alabama,  in  five
     separate  transactions,  to unrelated  third  parties.   The
     Partnership  received total net sale proceeds of $1,492,200,
     which  resulted in a net gain of $242,419.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was  $1,335,452  and $85,671, respectively.   For  the  year
     ended December 31, 2002, the net gain was $120,988.

     Through December 31, 2002, the Partnership sold 38.0038%  of
     the  Children's World in Golden, Colorado, in five  separate
     transactions,  to unrelated third parties.  The  Partnership
     received total net sale proceeds of $790,102, which resulted
     in  a  net  gain  of $164,893.  The total cost  and  related
     accumulated depreciation of the interests sold was  $638,318
     and $13,109, respectively.  For the years ended December 31,
     2002  and  2001,  the  net gain was  $10,891  and  $154,002,
     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.

     During  2002, the Partnership sold 12.776% of the Children's
     World  daycare  center  in  Plainfield,  Illinois,  in   two
     separate  transactions, to unrelated  third  parties.    The
     Partnership  received net sale proceeds of  $230,243,  which
     resulted  in  a net gain of $49,514.  The cost  and  related
     accumulated depreciation of the interests sold was  $188,152
     and $7,423, respectively.

     Subsequent  to  December  31,  2002,  the  Partnership  sold
     11.9086%   of  the  Children's  World  daycare   center   in
     Plainfield,  Illinois,  to an unrelated  third  party.   The
     Partnership  received  net  sale proceeds  of  approximately
     $220,000,  which  resulted in a net  gain  of  approximately
     $53,000.

     Subsequent  to  December  31,  2002,  the  Partnership  sold
     68.5173%   of  the  Arby's  restaurant,  in  three  separate
     transactions,  to unrelated third parties.  The  Partnership
     received  net  sale  proceeds of  approximately  $1,074,000,
     which resulted in a net gain of approximately $182,000.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     During  2002 and 2001, the Partnership distributed  $202,020
     and  $272,728  of the net sale proceeds to the  Limited  and
     General   Partners  as  part  of  their  regular   quarterly
     distributions  which  represented a  return  of  capital  of
     $12.10   and   $16.26   per   Limited   Partnership    Unit,
     respectively.  The remaining net sale proceeds  will  either
     be  reinvested in additional property or distributed to  the
     Partners in the future.

     On  December  6,  2002,  the  Partnership  purchased  a  50%
     interest  in  a  parcel of land in West  Chester,  Ohio  for
     $473,224,  including  acquisition  expenses.   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
     will  advance  funds to Champps for the  construction  of  a
     Champps  Americana restaurant on the site.  Through December
     31,  2002,  the  Partnership had  advanced  $3,687  for  the
     construction  of the property and was charging  interest  on
     the advances at a rate of 10.0%.  The Partnership's share of
     the  total  purchase price, including the cost of the  land,
     will be approximately $1,750,000.  After the construction is
     complete,  the  Lease Agreement will be amended  to  require
     annual rental payments of approximately $175,000.

     The   minimum  future  rentals  on  the  Leases  for   years
     subsequent to December 31, 2002 are as follows:

                       2003            $1,114,227
                       2004             1,117,174
                       2005             1,120,152
                       2006             1,123,161
                       2007             1,126,202
                       Thereafter       9,326,815
                                         --------
                                      $14,927,731
                                        =========

     There were no contingent rents recognized in 2002 or 2001.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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:
                                             2002       2001
      Tenants           Industry

     Hollywood
       Entertainment Corp.   Retail     $   312,827  $ 342,419
     ARAMARK Educational
       Resources, Inc.   Child Care         298,822    329,702
     Razooo's, Inc.      Restaurant         152,662        N/A
     Tumbleweed, Inc.    Restaurant         137,139    134,451
     RTM Alabama, Inc.   Restaurant         122,577    121,214
                                           ---------   ---------

     Aggregate rent revenue of major    $ 1,024,027  $ 927,786
     tenants                               ========   ========

     Aggregate rent revenue of major tenants
     as a percentage of total rent revenue      88%        77%
                                           ========   ========

(6)  PARTNERS' CAPITAL -

     Cash  distributions of $32,168 and $33,082 were made to  the
     General Partners and $1,144,867 and $1,175,943 were made  to
     the  Limited Partners for the years ended December 31,  2002
     and 2001, respectively.  The Limited Partners' distributions
     represent  $69.21  and $70.84 per Limited  Partnership  Unit
     outstanding  using 16,542 and 16,601 weighted average  Units
     in 2002 and 2001, respectively.  The distributions represent
     $60.55  and  $48.27  per Unit of Net Income  and  $8.66  and
     $22.57 per Unit of return of contributed capital in 2002 and
     2001, respectively.

     As  part  of  the Limited Partners' distributions  discussed
     above, the Partnership distributed $200,000 and $270,000  of
     proceeds from property sales in 2002 and 2001, 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, 2002 AND 2001

(6)  PARTNERS' CAPITAL - (Continued)

     During 2002, six Limited Partners redeemed a total of  40.34
     Partnership  Units  for  $29,931  in  accordance  with   the
     Partnership Agreement.  The Partnership acquired these Units
     using  Net Cash Flow from operations.  In 2001, six  Limited
     Partners  redeemed a total of 100.69 Partnership  Units  for
     $75,503.   The  redemptions increase the  remaining  Limited
     Partner's ownership interest in the Partnership.

     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $980.11 per original $1,000 invested.

(7)  INCOME TAXES -

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

                                              2002       2001
     Net Income for Financial
      Reporting Purposes                  $1,065,874 $ 951,785

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                      92,832     84,202

     Amortization of Start-Up and
      Organization Costs                     (65,032)   (65,198)

     Gain on Sale of Real Estate
      for Tax Purposes Under Gain
      for Financial Reporting Purposes       (30,183)   (12,230)
                                           ---------  ---------
           Taxable Income to Partners     $1,063,491  $ 958,559
                                           ========   ========

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(7)  INCOME TAXES - (Continued)

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

                                             2002       2001
     Partners' Capital for
      Financial Reporting Purposes      $12,446,047  $12,587,139

     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                    232,528      169,880

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

     Amortization of Start-Up and
      Organization Costs                   (247,451)    (182,419)

     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    $15,175,844  $15,319,320
                                         ==========   ==========

(8)  FAIR VALUE OF FINANCIAL INSTRUMENTS -

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

                          _______2002_______   _______2001_______
                         Carrying     Fair    Carrying    Fair
                          Amount     Value     Amount    Value

     Cash                $        0 $       0   $  1,661  $  1,661
     Money Market Funds   2,108,482  2,108,482   878,689   878,689
                           --------  ---------  --------  --------
      Total Cash and
        Cash Equivalents $2,108,482 $2,108,482  $880,350  $880,350
                          =========  =========  ========  ========

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

       None.


                            PART III

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

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

        Robert  P.  Johnson, age 58, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation of AFM in August 1994, and has been elected to continue
in  these  positions  until December  2003.   From  1970  to  the
present,  he  has  been employed exclusively  in  the  investment
industry,  specializing  in  tax-advantaged  limited  partnership
investments.   In  that  capacity, he has been  involved  in  the
development,  analysis, marketing and management  of  public  and
private investment programs investing in net lease properties  as
well  as  public  and  private investment programs  investing  in
energy  development.   Since  1971,  Mr.  Johnson  has  been  the
president,  a  director  and  a  registered  principal   of   AEI
Securities,  Inc.,  which is registered with the  Securities  and
Exchange Commission as a securities broker-dealer, is a member of
the  National Association of Securities Dealers, Inc. (NASD)  and
is  a  member  of  the Security Investors Protection  Corporation
(SIPC).   Mr.  Johnson has been president,  a  director  and  the
principal shareholder of AEI Fund Management, Inc., a real estate
management  company founded by him, since 1978.  Mr.  Johnson  is
currently  a general partner or principal of the general  partner
in  fourteen limited partnerships and a managing member in  three
LLCs.

        Patrick  W.  Keene,  age 43, 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 2003.  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.

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, 2002.  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 2002 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.

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

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 2003:

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

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

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

   Patrick W. Keene                              0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

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

*  Less than 1%
** Mr. Larson resigned as an officer of the Managing General
   Partner effective February 28, 2003.

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  AFM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.   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, 2002 and 2001.
ITEM   12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
(Continued)

        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,   2002,   these   cumulative
reimbursements  to the General Partners and their affiliates  did
not exceed the limitation amount.

        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, 2002.

Person or Entity                                       Amount Incurred From
 Receiving             Form and Method             Inception (July 31, 1996)
Compensation           of Compensation                 To December 31, 2002

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

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

General Partners  Reimbursement at Cost for all Acquisition      $  285,513
and Affiliates    Expenses


General Partners  Reimbursement at Cost for all Administrative   $1,027,108
and Affiliates    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  Reimbursement at Cost for all expenses related $  222,108
and Affiliates    to the disposition of the Fund's properties.

General Partners  3% of Net Cash Flow in any fiscal year.        $  157,486

General Partners  1% of distributions of Net Proceeds of Sale    $    7,368
                  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 AND REPORTS ON FORM 8-K.

             A.   Exhibits -
                              Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

             A.   Exhibits -
                                Description

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

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

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

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

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

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

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

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

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

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

     10.23       Purchase  Agreement  dated  December  21,   2001
     between  the  Partnership and the Gausewitz  Family  Limited
     Partnership  relating  to  the  property  at  1553  Arcadian
     Drive,  DePere,  Wisconsin  (incorporated  by  reference  to
     Exhibit 10.47 of Form 10-KSB filed on March 8, 2002).

     10.24     Development Financing 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.

     10.25      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.

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

             A.   Exhibits -
                               Description

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

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

             B.   Reports on Form 8-K -    None.

ITEM 14.  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)/15d-14(c)]
under  the Exchange Act) related to the Partnership as of a  date
(the  "Evaluation Date") within 90 days prior to the filing  date
of  this  report.  Based upon that evaluation, the President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the Evaluation Date, the disclosure  controls  and
procedures are effective in timely alerting them to the  material
information  relating to the Partnership required to be  included
in periodic SEC filings.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's internal controls during the period covered by this
report or, to the Managing General Partner's knowledge, in  other
factors that could significantly affect these controls subsequent
to the date of their evaluation.

                              SIGNATURES

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

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



March 21, 2003             By:/s/ Robert P. Johnson
                                  Robert P. Johnson, President and Director
                                  (Principal Executive Officer)


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

 Name                            Title                 Date


/s/ Robert P. Johnson  President (Principal Executive Officer) March 21, 2003
Robert P. Johnson      and Sole Director of Managing General
                       Partner

/s/ Patrick W. Keene   Chief Financial Officer and Treasurer   March 21, 2003
Patrick W. Keene       (Principal Accounting Officer)

                         CERTIFICATIONS

I, Robert P. Johnson, certify that:

1.  I  have  reviewed this annual report on Form  10-KSB  of  AEI
Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances  under  which  such  statements  were   made,   not
misleading  with  respect to the period covered  by  this  annual
report;

3.  Based  on my knowledge; the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

       a)   designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

        b)   evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

       c)   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

      a)  all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

       b)   any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 21, 2003           /s/ Robert P. Johnson
                                 Robert P. Johnson, President
                                 AEI Fund Management XXI, Inc.
                                 Managing General Partner

                         CERTIFICATIONS

I, Patrick W. Keene, certify that:

1.  I  have  reviewed this annual report on Form  10-KSB  of  AEI
Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances  under  which  such  statements  were   made,   not
misleading  with  respect to the period covered  by  this  annual
report;

3.  Based  on my knowledge; the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

       a)   designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

        b)   evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

       c)   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

      a)  all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

       b)   any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 21, 2003           /s/ Patrick W. Keene
                                 Patrick W. Keene, Chief
Financial Officer
                                 AEI Fund Management XXI, Inc.
                                 Managing General Partner