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

                            FORM 10-K

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

          For the Fiscal Year Ended:  December 31, 2008

               Commission file number:  000-24003

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)

      State of Minnesota                41-1848181
(State or other jurisdiction of      (I.R.S. Employer
incorporation or organization)     Identification No.)

      30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101
            (Address of principal executive offices)

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

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

Securities registered pursuant to Section 12(g) of the Act:
                      Limited Partnership Units
                        (Title of class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.  Yes   No [X]

Indicate by check mark if the registrant is not required to  file
reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.    Yes   No [X]

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  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

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  [X]

Indicate  by  check  mark  whether  the  registrant  is  a  large
accelerated filer, an accelerated filer, a non-accelerated filer,
or  a  smaller reporting company.  See the definitions of  "large
accelerated  filer," "accelerated filer" and  "smaller  reporting
company" in Rule 12b-2 of the Exchange Act.
   Large accelerated filer           Accelerated filer
   Non-accelerated  filer            Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell  company
(as  defined  in  Rule 12b-2 of the  Act).   Yes    No [X]

As  of  June  30,  2008, there were 15,676.777 Units  of  limited
partnership  interest 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 $15,676,777.

               DOCUMENTS INCORPORATED BY REFERENCE
 The registrant has not incorporated any documents by reference
                        into this report.

                             PART I

ITEM 1.   BUSINESS.

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

        The  Partnership  was organized to acquire  existing  and
newly  constructed commercial properties located  in  the  United
States, to lease such properties to tenants under 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 commercial, single tenant
buildings leased under net leases.

        The  Partnership's properties were purchased 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.   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.   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 net leases, classified as operating leases.   Under
a  net  lease,  the tenant is responsible for real estate  taxes,
insurance,  maintenance, repairs and operating expenses  for  the
property.   For  some leases, the Partnership is responsible  for
repairs  to the structural components of the building, the  roof,
and  the  parking lot.  At the time the properties were acquired,
the  remaining primary lease terms varied from 13  to  20  years,
except for the Best Buy store, which had a remaining primary term
of  10.3 years.  The leases provide the tenants with two to  four
five-year   renewal  options  subject  to  the  same  terms   and
conditions  as  the primary term.  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.

Property Activity During the Last Three Years

         As  of  December  31,  2005,  the  Partnership  owned  a
significant  interest in nine properties and a minor interest  in
six  properties  with  a  total  original  cost  of  $13,435,547,
including acquisition expenses.  During the years ended  December
31,  2006  and 2008, the Partnership sold six property  interests
and  received  net  sale proceeds of $6,255,233  and  $2,171,839,
which   resulted  in  net  gains  of  $1,089,144  and   $719,466,
respectively.  In 2006, the net gains were partially offset by  a
real  estate impairment loss of $495,638.  During the last  three
years,   the  Partnership  purchased  additional  property   with
property sales proceeds.  Three properties were purchased in 2006
for $4,132,016, one property was purchased in 2007 for $1,403,874
and  one  property was purchased in 2008 for $2,022,246.   As  of
December  31, 2008, the Partnership owned a significant  interest
in nine properties and a minor interest in five properties with a
total   original  cost  of  $12,762,299,  including   acquisition
expenses.

Major Tenants

        During 2008, five tenants each contributed more than  ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 75% of total rental revenue  in
2008.   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  2009  and
future  years.   In  addition, it is anticipated  that  Best  Buy
Stores,  L.P.  will  contribute more than ten percent  of  rental
revenue  in  2009 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.

ITEM 1.   BUSINESS.  (Continued)

Employees

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

ITEM 1A.  RISK FACTORS.

       Not required for a smaller reporting company.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

       Not required for a smaller reporting company.

ITEM 2.   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 net leases, 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.   PROPERTIES.  (Continued)

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 2008.

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

TGI Friday's Restaurant
 Greensburg, PA                       Ohio Valley
 (.8729%)      12/10/97  $   14,580   Bistros, Inc.      $  1,652    $41.97

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

Arby's Restaurant
 Homewood, AL                            RTM
 (.5877%)        7/9/99  $    8,184  Alabama, LLC        $    775    $40.49

KinderCare                             KinderCare
 Daycare Center                        Learning
 Pearland, TX   7/14/99  $  943,416  Centers, Inc.       $ 91,999    $12.11

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

KinderCare
 Daycare Center                       KinderCare
 Golden, CO                            Learning
 (1.9962%)      9/28/00  $   33,528  Centers, Inc.       $  3,642    $21.29

KinderCare
 Daycare Center                       KinderCare
 Plainfield, IL                        Learning
 (.3154%)       5/14/01  $    4,645  Centers, Inc.       $    489    $17.32

Johnny Carino's
 Restaurant
 Longmont, CO                       Kona Restaurant
 (50%)         12/30/03  $1,293,405   Group, Inc.        $ 71,667    $22.13

Jared Jewelry Store
 Sugar Land, TX                     Sterling Jewelers
 (40%)          7/15/04  $1,533,966       Inc.           $127,919    $52.29

Applebee's Restaurant
 Johnstown, PA
 (38%)          9/21/06  $1,031,187  B.T. Woodlipp, Inc. $  74,370   $37.68


ITEM 2.   PROPERTIES.  (Continued)

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

Advance Auto Parts Store
 Indianapolis, IN                    Advance Stores
 (65%)         12/21/06  $1,244,173   Company, Inc.      $  87,168   $19.16

Applebee's Restaurant
 Crawfordsville, IN                  Apple Indiana
 (60%)         12/29/06  $1,856,656      II LLC          $133,933    $42.44

Tractor Supply Company Store
 Grand Forks, ND                     Tractor Supply
 (50%)          1/19/07  $1,403,874     Company          $102,351    $ 9.28

Best Buy Store
 Lake Geneva, WI                        Best Buy
 (33%)          10/6/08  $2,022,246   Stores, L.P.       $144,325    $14.40


        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  Johnny
Carino's restaurant and the Jared Jewelry store are owned by  AEI
Accredited Investor Fund 2002 Limited Partnership.  The remaining
interest  in the Applebee's restaurant in Johnstown, Pennsylvania
is  owned  by  AEI Income & Growth Fund XXI Limited  Partnership.
The  remaining interest in the Advance Auto Parts store is  owned
by  AEI  Income & Growth Fund 25 LLC.  The remaining interest  in
the Applebee's restaurant in Crawfordsville, Indiana is owned  by
AEI  Income & Growth Fund 26 LLC.  The remaining interest in  the
Tractor Supply Company store is owned by AEI Income & Growth Fund
24  LLC.  The remaining interests in the Best Buy store are owned
by  AEI Income & Growth Fund 24 LLC and AEI Income & Growth  Fund
27  LLC.  The remaining interests in the Hollywood Video store in
Saraland,  Alabama,  the  TGI  Friday's  restaurant,  the  Arby's
restaurant and the KinderCare daycare centers in Golden, Colorado
and Plainfield, Illinois are owned by unrelated third parties.

        The Partnership accounts for properties owned as tenants-
in-common with affiliated entities 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.

        At  the  time the properties were acquired, the remaining
primary  lease terms varied from 13 to 20 years, except  for  the
Best Buy store, which had a remaining primary term of 10.3 years.
The leases provide the tenants with two to four five-year renewal
options  subject to the same terms and conditions as the  primary
term.

ITEM 2.   PROPERTIES.  (Continued)

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

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

        At  December 31, 2008, 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 REGISTRANT'S COMMON EQUITY, RELATED STOCK-
          HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

        (a)  As  of December 31, 2008, there were 735 holders  of
record  of the registrant's Limited Partnership Units.  There  is
no  other  class  of  security outstanding  or  authorized.   The
registrant's  Units  are  not a traded security  in  any  market.
During the period covered by this report, the Partnership did not
sell  any  equity  securities that are not registered  under  the
Securities Act of 1933.

       Cash distributions of $23,712 and $27,349 were made to the
General  Partners and $999,003 and $1,008,881 were  made  to  the
Limited   Partners   for  2008  and  2007,   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 net sale proceeds of $345,000
and  $185,000  in 2008 and 2007, respectively.  The distributions
reduced the Limited Partners' Adjusted Capital Contributions.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK-
         HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

       (b) Not applicable.

        (c) Pursuant to Section 7.7 of the Partnership Agreement,
each  Limited  Partner  has the right to  present  Units  to  the
Partnership  for  purchase by submitting notice to  the  Managing
General  Partner  during  January or  July  of  each  year.   The
purchase  price  of the Units is equal to 90% of  the  net  asset
value  per Unit, as of the first business day of January or  July
of  each  year, as determined by the Managing General Partner  in
accordance  with  the  provisions of the  Partnership  Agreement.
Units  tendered to the Partnership during January  and  July  are
redeemed on April 1st and October 1st, respectively, of each year
subject  to the following limitations.  The Partnership will  not
be  obligated to purchase in any year any number of  Units  that,
when  aggregated  with all other transfers  of  Units  that  have
occurred since the beginning of the same calendar year (excluding
Permitted  Transfers  as  defined in the Partnership  Agreement),
would  exceed  5%  of  the total number of Units  outstanding  on
January  1  of  such year.  In no event shall the Partnership  be
obligated  to  purchase Units if, in the sole discretion  of  the
Managing General Partner, such purchase would impair the  capital
or operation of the Partnership.  During the last three months of
2008, the Partnership did not purchase any Units.

ITEM 6.   SELECTED FINANCIAL DATA.

       Not required for a smaller reporting company.

ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.

        This  section contains "forward looking statements" 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, the
sufficiency  of  cash  to  meet  operating  expenses,  rates   of
distribution,  and  other  matters.   These,  and  other  forward
looking  statements,  should 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
    effects of these consequences for the Partners;

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

    the   success  of  the  General  Partners  of   locating
    properties with favorable risk return characteristics;
    the effect of tenant defaults; and

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


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

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  cost   (including   capitalized
acquisition  expenses).   The Partnership  anticipates  that  for
acquisitions  completed on or after January 1, 2009, acquisition-
related  transaction  costs will be expensed  as  incurred  as  a
result  of  the  adoption  of Statement of  Financial  Accounting
Standards  No.  141(R), Business Combinations.   The  Partnership
tests long-lived assets for recoverability when events or changes
in  circumstances  indicate that the carrying value  may  not  be
recoverable.   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.   Changes
in  these  assumptions or analysis may cause material changes  in
the carrying value of the properties.

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

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

Results of Operations

        For  the  years  ended December 31, 2008  and  2007,  the
Partnership  recognized rental income from continuing  operations
of  $891,852 and $872,693, respectively.  In 2008, rental  income
increased  due  to  additional rent received  from  two  property
acquisitions  in 2007 and 2008 and prepetition rent  received  in
May  2008  for  the  Hollywood Video stores.  This  increase  was
partially  offset by a reduction in rent for the Johnny  Carino's
restaurant as discussed below.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        For  the  years  ended December 31, 2008  and  2007,  the
Partnership  incurred  Partnership administration  expenses  from
affiliated parties of $177,075 and $160,221, respectively.  These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements and communicating with the Limited Partners.   These
expenses  were higher in 2008, when compared to 2007, mainly  due
to additional expenses related to property sale activities in the
second  half  of 2008.  During the same periods, the  Partnership
incurred   Partnership  administration  and  property  management
expenses   from  unrelated  parties  of  $34,596   and   $26,524,
respectively.  These expenses represent direct payments to  third
parties  for legal and filing fees, direct administrative  costs,
outside audit costs, taxes, insurance and other property costs.

        On  October 16, 2007, Hollywood Entertainment Corporation
("HEC"), the tenant of the Hollywood Video stores in Minot, North
Dakota  (100%  ownership interest) and Saraland,  Alabama  (3.08%
ownership    interest)   filed   for   Chapter   11    bankruptcy
reorganization.  In May 2008, the bankruptcy court approved HEC's
Plan of Reorganization and the Plan became effective.  Under  the
Plan,  HEC assumed the Leases for these stores under the original
terms  without  any rent concessions.  As of  the  date  of  this
report, HEC has complied with all Lease terms.

        In  November 2007, Kona Restaurant Group, Inc. (KRG), the
tenant  of  the Johnny Carino's restaurant in Longmont, Colorado,
approached the Partnership with a request to adjust the  rent  on
the  property  to a market rental rate based on the  restaurant's
performance and the current conditions in the market.   In  March
2008, after reviewing the financial statements for the restaurant
and  KRG, the Partnership agreed to amend the Lease to reduce the
current  annual  rent for the property by 36% to  $71,667.   This
amount  is  scheduled to increase annually by 1.5%. In  addition,
the  amendment  provides for additional rental  payments  if  the
restaurant's  sales  exceed certain stated  amounts.   In  August
2008, the Partnership received certification from Fired Up, Inc.,
the parent company of KRG and guarantor of the Lease, that it had
achieved certain expense and debt reduction measures required  by
the  amendment.  As a result, the amendment will remain effective
for the remainder of the lease term.

        For  the  years  ended December 31, 2008  and  2007,  the
Partnership  recognized interest income of $37,869  and  $44,505,
respectively.   Interest  income decreased  due  to  lower  money
market interest rates in 2008, when compared to 2007.

        In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144, Accounting for the Impairment or Disposal  of
Long-Lived  Assets,  upon  complete disposal  of  a  property  or
classification of a property as Real Estate Held  for  Sale,  the
Partnership  includes  the operating  results  and  sale  of  the
property   in   discontinued  operations.    In   addition,   the
Partnership reclassifies the prior periods' operating results  of
the  property  to discontinued operations.  For  the  year  ended
December  31,  2008,  the  Partnership  recognized  income   from
discontinued  operations of $748,606, representing rental  income
less property management expenses and depreciation of $29,140 and
gain  on disposal of real estate of $719,466.  For the year ended
December  31,  2007,  the  Partnership  recognized  income   from
discontinued  operations of $132,862, representing rental  income
less property management expenses and depreciation.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        On  February  27,  2008,  the Partnership  sold  its  50%
interest  in  the Champps Americana restaurant in  West  Chester,
Ohio  to an unrelated third party.  The Partnership received  net
sale  proceeds  of $2,057,022, which resulted in a  net  gain  of
$668,133.   At the time of sale, the cost and related accumulated
depreciation  was  $1,569,884  and  $180,995,  respectively.   At
December  31,  2007, the property was classified as  Real  Estate
Held for Sale with a book value of $1,388,889.

       On June 2, 2008, the Partnership sold its 7.3845% interest
in  the  KinderCare  daycare center in DePere,  Wisconsin  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of  $114,817, which resulted in a net gain of  $51,333.
The  cost  and  related accumulated depreciation of the  interest
sold was $87,687 and $24,203, respectively.

         Management  believes  inflation  has  not  significantly
affected  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.  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, 2008, the Partnership's
cash  balances  decreased $181,042 as a result of  cash  used  to
purchase  property  and distributions paid  to  the  Partners  in
excess  of  cash generated from operating activities, which  were
partially  offset  by cash generated from the sale  of  property.
During  the year ended December 31, 2007, the Partnership's  cash
balances  decreased  $1,565,659 as  a  result  of  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
$865,344 in 2007 to $780,967 in 2008 as a result of a decrease in
total  rental  and  interest income in 2008 and  an  increase  in
Partnership  administration and property management  expenses  in
2008,  which  were partially offset by net timing differences  in
the  collection of payments from the tenants and the  payment  of
expenses.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from the sale of real estate.  During the year ended December 31,
2008,  the Partnership generated cash flow from the sale of  real
estate  of $2,171,839.  During the years ended December 31,  2008
and  2007,  the  Partnership expended $2,022,246 and  $1,403,874,
respectively,   to  invest  in  real  properties  (inclusive   of
acquisition   expenses)  as  the  Partnership   reinvested   cash
generated from property sales completed in 2006 and 2008.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        On  January  19,  2007, the Partnership purchased  a  50%
interest in a Tractor Supply Company store in Grand Forks,  North
Dakota  for $1,403,874.  The property is leased to Tractor Supply
Company under a Lease Agreement with a remaining primary term  of
13.9  years and initial annual rent of $102,351 for the  interest
purchased.  The remaining interest in the property was  purchased
by  AEI  Income  &  Growth  Fund 24  LLC,  an  affiliate  of  the
Partnership.

        On  October  6,  2008, the Partnership  purchased  a  33%
interest  in  a  Best  Buy store in Lake  Geneva,  Wisconsin  for
$2,022,246.   The  property is leased to Best  Buy  Stores,  L.P.
under  a  Lease Agreement with a remaining primary term  of  10.3
years  and  initial  annual  rent of $144,325  for  the  interest
purchased.    The  remaining  interests  in  the  property   were
purchased  by  AEI Income & Growth Fund 24 LLC and AEI  Income  &
Growth Fund 27 LLC, affiliates of the Partnership.

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

        For  the  years  ended December 31, 2008  and  2007,  the
Partnership  declared distributions of $1,022,715 and $1,036,230,
respectively.     Pursuant   to   the   Partnership    Agreement,
distributions of Net Cash Flow were allocated 97% to the  Limited
Partners  and 3% to the General Partners.  Distributions  of  Net
Proceeds  of Sale were allocated 99% to the Limited Partners  and
1%  to  the  General  Partners.  The  Limited  Partners  received
distributions of $999,003 and $1,008,881 and the General Partners
received  distributions  of $23,712 and $27,349  for  the  years,
respectively.

       During 2008 and 2007, the Partnership distributed net sale
proceeds  of  $348,485 and $186,869 to the  Limited  and  General
Partners   as  part  of  their  quarterly  distributions,   which
represented a return of capital of $21.94 and $11.68 per  Limited
Partnership Unit, respectively.  The Partnership anticipates  the
remaining  net  sale  proceeds  will  either  be  reinvested   in
additional property or distributed to the Partners in the future.

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

        During  2008, seven Limited Partners redeemed a total  of
105.78  Partnership  Units for $84,447  in  accordance  with  the
Partnership  Agreement.   During  2007,  eight  Limited  Partners
redeemed  a  total of 79.58 Partnership Units for  $66,349.   The
Partnership  acquired  these  Units  using  Net  Cash  Flow  from
operations.   In  prior  years, a total of  55  Limited  Partners
redeemed   1,033.08   Partnership  Units   for   $823,466.    The
redemptions  increase the remaining Limited  Partner's  ownership
interest  in  the  Partnership.  As a result of these  redemption
payments  and pursuant to the Partnership Agreement, the  General
Partners received distributions of $2,612 and $2,052 in 2008  and
2007, respectively.

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

The Economy and Market Conditions

       The impact of conditions in the current economy, including
the  turmoil  in the credit markets, has adversely affected  many
real   estate  companies.   However,  the  absence  of   mortgage
financing on the Partnership's properties eliminates the risks of
foreclosure and debt-refinancing that can negatively  impact  the
value  and  distributions  of leveraged  real  estate  companies.
Nevertheless, a prolonged economic downturn may adversely  affect
the operations of the Partnership's tenants and their cash flows.
If  a  tenant  were  to  default on its  lease  obligations,  the
Partnership's  income  would decrease,  its  distributions  would
likely be reduced and the value of its properties might decline.

        Historically,  the Partnership has sold properties  at  a
gain  and  distributed the gain proceeds as part of  its  regular
quarterly  distributions,  and to make special  distributions  on
occasion.   The  remaining  sales  proceeds  were  reinvested  in
additional properties.  Beginning in the fourth quarter of  2008,
general  economic conditions caused the volume of property  sales
to  slow dramatically for all real estate sellers.  In 2009,  the
Partnership  will likely complete fewer property sales,  if  any,
than  it  has in the past.  Until property sales occur, quarterly
distributions going forward will reflect the distribution of  net
core  rental  income and capital reserves, if  any.  Distribution
rates  in  2009 are expected to be variable and less than  recent
distribution  rates until such time as economic conditions  allow
the  Partnership  to,  once again, begin  selling  properties  at
acceptable prices and generating gains for distribution.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

       Not required for a smaller reporting company.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       See accompanying index to financial statements.






        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS






Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2008 and 2007

Statements for the Years Ended December 31, 2008 and 2007:

     Income

     Cash Flows

     Changes in Partners' Capital (Deficit)

Notes to Financial Statements




     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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



     We have audited the accompanying balance sheet of AEI Income
&  Growth  Fund  XXII  Limited Partnership (a  Minnesota  limited
partnership)  as of December 31, 2008 and 2007, and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years  then  ended.   The Partnership's  management  is
responsible  for these financial statements.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audits.

      We conducted our audits in accordance with the standards of
the  Public  Company Accounting Oversight Board (United  States).
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its
internal  control over financial reporting.  Our  audit  included
consideration of internal control over financial reporting  as  a
basis for designing audit procedures that are appropriate in  the
circumstances, but not for the purpose of expressing  an  opinion
on  the  effectiveness  of the company's  internal  control  over
financial  reporting.  Accordingly, we express no  such  opinion.
An  audit  also  includes examining, on a  test  basis,  evidence
supporting   the  amounts  and  disclosures  in   the   financial
statements,   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, 2008 and 2007, 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.




                         /s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
                                   Certified Public Accountants

Minneapolis, Minnesota
March 26, 2009

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

                             ASSETS

                                                      2008           2007
CURRENT ASSETS:
  Cash                                            $   639,409   $   820,451
  Receivables                                           5,261             0
                                                   -----------   -----------
      Total Current Assets                            644,670       820,451
                                                   -----------   -----------
INVESTMENTS IN REAL ESTATE:
  Land                                              3,807,598     3,491,965
  Buildings and Equipment                           8,954,701     7,335,775
  Accumulated Depreciation                         (1,245,765)     (963,195)
                                                   -----------   -----------
                                                   11,516,534     9,864,545
  Real Estate Held for Sale                                 0     1,388,889
                                                   -----------   -----------
      Net Investments in Real Estate               11,516,534    11,253,434
                                                   -----------   -----------
           Total  Assets                          $12,161,204   $12,073,885
                                                   ===========   ===========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.            $    37,336   $     8,064
  Distributions Payable                               251,722       253,550
  Unearned Rent                                        17,359         8,730
                                                   -----------   -----------
      Total Current Liabilities                       306,417       270,344
                                                   -----------   -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                      7,050        (1,336)
  Limited Partners, $1,000 per Unit;
   24,000 Units authorized; 16,917 Units issued;
   15,699 and 15,805 Units outstanding in
   2008 and 2007, respectively                     11,847,737    11,804,877
                                                   -----------   -----------
      Total Partners' Capital                      11,854,787    11,803,541
                                                   -----------   -----------
        Total Liabilities and Partners' Capital   $12,161,204   $12,073,885
                                                   ===========   ===========

 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


                                                      2008          2007

RENTAL INCOME                                     $   891,852    $   872,693

EXPENSES:
  Partnership Administration - Affiliates             177,075        160,221
  Partnership Administration and Property
     Management - Unrelated Parties                    34,596         26,524
  Depreciation                                        305,636        288,741
                                                   -----------    -----------
      Total Expenses                                  517,307        475,486
                                                   -----------    -----------

OPERATING INCOME                                      374,545        397,207

OTHER INCOME:
  Interest Income                                      37,869         44,505
                                                   -----------    -----------

INCOME FROM CONTINUING OPERATIONS                     412,414        441,712

Income from Discontinued Operations                   748,606        132,862
                                                   -----------    -----------
NET INCOME                                        $ 1,161,020    $   574,574
                                                   ===========    ===========
NET INCOME ALLOCATED:
  General Partners                                $    34,710    $    17,237
  Limited Partners                                  1,126,310        557,337
                                                   -----------    -----------
                                                  $ 1,161,020    $   574,574
                                                   ===========    ===========
INCOME PER LIMITED PARTNERSHIP UNIT:
  Continuing Operations                           $     25.44    $     27.05
  Discontinued Operations                               46.19           8.13
                                                   -----------    -----------
       Total                                      $     71.63    $     35.18
                                                   ===========    ===========
Weighted   Average  Units  Outstanding                 15,725         15,841
                                                   ===========    ===========

 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


                                                       2008         2007
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                       $ 1,161,020  $   574,574

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                                      306,773      337,193
     Gain on Sale of Real Estate                      (719,466)           0
     (Increase) Decrease in Receivables                 (5,261)       2,305
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                       29,272      (48,728)
     Increase in Unearned Rent                           8,629            0
                                                    -----------  -----------
       Total Adjustments                              (380,053)     290,770
                                                    -----------  -----------
       Net Cash Provided By
           Operating Activities                        780,967      865,344
                                                    -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                        (2,022,246)  (1,403,874)
  Proceeds from Sale of Real Estate                  2,171,839            0
  Payments Received on Note Receivable                       0      101,966
                                                    -----------  -----------
       Net Cash Provided By (Used For)
           Investing Activities                        149,593   (1,301,908)
                                                    -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions Paid to Partners                    (1,024,543)  (1,060,694)
  Redemption Payments                                  (87,059)     (68,401)
                                                    -----------  -----------
       Net Cash Used For
         Financing Activities                       (1,111,602)  (1,129,095)
                                                    -----------  -----------
NET DECREASE IN CASH                                  (181,042)  (1,565,659)

CASH, beginning of year                                820,451    2,386,110
                                                    -----------  -----------
CASH, end of year                                  $   639,409  $   820,451
                                                    ===========  ===========

 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 (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31


                                                                   Limited
                                                                 Partnership
                             General      Limited                   Units
                             Partners     Partners     Total     Outstanding


BALANCE, December 31, 2006  $ 10,828   $12,322,770  $12,333,598   15,884.14

   Distributions Declared    (27,349)   (1,008,881)  (1,036,230)

  Redemption Payments         (2,052)      (66,349)     (68,401)     (79.58)

  Net Income                  17,237       557,337      574,574
                             --------   -----------  -----------  ----------
BALANCE, December 31, 2007    (1,336)   11,804,877   11,803,541   15,804.56

  Distributions Declared     (23,712)     (999,003)  (1,022,715)

  Redemption Payments         (2,612)      (84,447)     (87,059)    (105.78)

  Net Income                  34,710     1,126,310    1,161,020
                             --------   -----------  -----------  ----------
BALANCE, December 31, 2008  $  7,050   $11,847,737  $11,854,787   15,698.78
                             ========   ===========  ===========  ==========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(1)  Organization -

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

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

     During operations, any Net Cash Flow, as defined, which  the
     General Partners determine to distribute will be distributed
     97%  to the Limited Partners and 3% to the General Partners.
     Distributions to Limited Partners will be made pro  rata  by
     Units.

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

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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(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  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, 2008 AND 2007

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

     Receivables

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

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

     Income Taxes

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

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

     Real Estate

       The  Partnership's real estate is leased under net leases,
       classified  as operating leases.  The leases  provide  for
       base   annual   rental   payments   payable   in   monthly
       installments.   The Partnership recognizes rental  revenue
       according  to  the  terms of the individual  leases.   For
       leases   that   contain  stated  rental   increases,   the
       increases  are  recognized in the year in which  they  are
       effective.   Contingent  rental  payments  are  recognized
       when  the  contingencies on which the payments  are  based
       are  satisfied  and the rental payments become  due  under
       the terms of the leases.

       The  Partnership purchases properties and records them  at
       cost.   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, 2008 AND 2007

(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.

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

       The  Partnership accounts for properties owned as tenants-
       in-common with affiliated entities 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  Partnership's properties are subject to environmental
       laws  and  regulations  adopted  by  various  governmental
       entities  in the jurisdiction in which the properties  are
       located.   These  laws could require  the  Partnership  to
       investigate  and remediate the effects of the  release  or
       disposal  of  hazardous materials at  these  locations  if
       found.  For each property, an environmental assessment  is
       completed  prior to acquisition.  In addition,  the  lease
       agreements  typically  strictly prohibit  the  production,
       handling, or storage of hazardous materials (except  where
       incidental  to  the  tenant's  business  such  as  use  of
       cleaning  supplies)  in violation  of  applicable  law  to
       restrict  environmental and other  damage.   Environmental
       liabilities  are  recorded  when  it  is  determined   the
       liability  is  probable and the costs  can  reasonably  be
       estimated.   There were no environmental issues  noted  or
       liabilities recorded at December 31, 2008 and 2007.

     Fair Value Measurements

       Statement  of Financial Accounting Standard No. 157  "Fair
       Value  Measurements"  ("SFAS  157")  defines  fair  value,
       outlines  a  framework for measuring fair  value,  details
       the  required  disclosures and was  effective  January  1,
       2008.   SFAS  157's requirements for certain  nonfinancial
       assets  and  liabilities recognized or disclosed  at  fair
       value  on  a nonrecurring basis are deferred until  fiscal
       years beginning after November 15, 2008.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

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

       Under  SFAS  157, fair value is defined as the price  that
       would  be received to sell an asset or paid to transfer  a
       liability   in  an  orderly  transaction  between   market
       participants  at the measurement date in the principal  or
       most   advantageous  market.   SFAS  157   establishes   a
       hierarchy  in determining the fair value of  an  asset  or
       liability.  The fair value hierarchy has three  levels  of
       inputs,   both  observable  and  unobservable.  SFAS   157
       requires  the utilization of the lowest possible level  of
       input  to  determine fair value.  Level 1  inputs  include
       quoted  market  prices in an active market  for  identical
       assets  or  liabilities.  Level 2 inputs are market  data,
       other  than  Level 1, that are observable either  directly
       or  indirectly.   Level  2 inputs  include  quoted  market
       prices  for  similar assets or liabilities, quoted  market
       prices   in  an  inactive  market,  and  other  observable
       information  that  can  be corroborated  by  market  data.
       Level  3  inputs  are  unobservable  and  corroborated  by
       little  or no market data.  The Partnership has no  assets
       or  liabilities  measured at fair  value  on  a  recurring
       basis   that   would   require   disclosure   under   this
       pronouncement.    When  testing  for   recoverability   of
       properties   under   SFAS  No.144,  Accounting   for   the
       Impairment   or   Disposal  of  Long-Lived   Assets,   the
       provisions of this statement are used when comparing  fair
       value to carrying value.

     Recently Issued Accounting Pronouncements

       In  December  2007,  the  Financial  Accounting  Standards
       Board  issued Statement of Financial Accounting  Standards
       No.  141  (revised  2007), "Business Combinations"  ("SFAS
       141(R)"),  which  establishes principles and  requirements
       for  how  an acquirer shall recognize and measure  in  its
       financial  statements  the identifiable  assets  acquired,
       the  liabilities assumed, any noncontrolling  interest  in
       the  acquiree,  and any goodwill acquired  in  a  business
       combination.  Additionally, SFAS 141(R) requires  that  an
       acquirer  must  immediately expense all acquisition  costs
       and  fees  associated  with  an acquisition.  SFAS  141(R)
       became  effective  on  January 1,  2009.   We  expect  the
       adoption  of SFAS 141(R) to have an impact on our  results
       of  operations  to the extent properties are  acquired  in
       2009  and  future years.  Acquisition expenses, which  are
       currently capitalized as Investments in Real Estate,  will
       instead   be  expensed  immediately  as  incurred.    Post
       acquisition,  there will be a subsequent  positive  impact
       on  operations through a reduction in depreciation expense
       over the estimated life of the properties.

     Reclassification

       Certain  items related to discontinued operations  in  the
       prior  year's  financial statements have been reclassified
       to  conform to 2008 presentation.  These reclassifications
       had  no  effect on Partners' capital, net income  or  cash
       flows.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(3)  Related Party Transactions -

     The Partnership owns the percentage interest shown below  in
     the  following  properties  as  tenants-in-common  with  the
     affiliated entities listed:  Johnny Carino's restaurant (50%
     -  AEI  Accredited Investor Fund 2002 Limited  Partnership);
     Jared Jewelry store (40% - AEI Accredited Investor Fund 2002
     Limited  Partnership); Applebee's restaurant  in  Johnstown,
     Pennsylvania  (38% - AEI Income & Growth  Fund  XXI  Limited
     Partnership); Advance Auto Parts store (65% - AEI  Income  &
     Growth Fund 25 LLC); Tractor Supply Company store (50% - AEI
     Income  &  Growth  Fund  24 LLC); Applebee's  restaurant  in
     Crawfordsville, Indiana (60% - AEI Income & Growth  Fund  26
     LLC); and Best Buy store (33% - AEI Income & Growth Fund  24
     LLC and AEI Income & Growth Fund 27 LLC).

     The  Partnership owned a 50% interest in a Champps Americana
     restaurant.  AEI Net Lease Income & Growth Fund  XX  Limited
     Partnership, an affiliate of the Partnership,  owned  a  50%
     interest in this property until the property was sold to  an
     unrelated third party in 2007.

     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

                                                           2008        2007
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
  with the Limited Partners.                            $ 177,075  $ 160,221
                                                         ========   ========
b.AEI and AFM are reimbursed for all direct expenses they
  have paid on the Partnership's behalf to third parties
  relating to Partnership administration and property
  management.  These expenses included printing costs,
  legal and filing fees, direct administrative costs,
  outside audit costs,  taxes, insurance and other
  property  costs.                                      $  35,082  $  24,613
                                                         ========   ========
c.AEI is reimbursed for all costs and direct expenses
  incurred by it in acquiring properties on behalf of
  the Partnership.                                      $  31,026  $  20,874
                                                         ========   ========
d.AEI is reimbursed for all costs incurred in connection
  with the sale of property.                            $  35,651  $       0
                                                         ========   ========

     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, 2008 AND 2007

(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     under  net leases, classified as operating leases.  Under  a
     triple  net lease, the tenant is responsible for real estate
     taxes,   insurance,  maintenance,  repairs   and   operating
     expenses for the property.  For some leases, the Partnership
     is  responsible for repairs to the structural components  of
     the  building, the roof, and the parking lot.  At  the  time
     the  properties were acquired, the remaining  primary  lease
     terms  varied from 13 to 20 years, except for the  Best  Buy
     store,  which  had a remaining primary term of  10.3  years.
     The  leases  provide the tenants with two to four  five-year
     renewal options subject to the same terms and conditions  as
     the primary term.

     The  Partnership's properties are commercial,  single-tenant
     buildings.  The TGI Friday's restaurant was constructed  and
     acquired  in  1997.  The Hollywood Video store in  Saraland,
     Alabama  was constructed in 1998 and acquired in 1999.   The
     Arby's  restaurant and the Hollywood Video store  in  Minot,
     North  Dakota  were constructed and acquired in  1999.   The
     KinderCare daycare center in Pearland, Texas was constructed
     in 1997 and acquired in 1999.  The KinderCare daycare center
     in  Golden, Colorado was constructed and acquired  in  2000.
     The  KinderCare daycare center in Plainfield,  Illinois  was
     constructed  and  acquired  in 2001.   The  Johnny  Carino's
     restaurant  was  constructed in 1999 and acquired  in  2003.
     The Jared Jewelry store was constructed in 2001 and acquired
     in  2004.   The  Applebee's restaurants were constructed  in
     1996 and acquired in 2006.  The Advance Auto Parts store was
     constructed  in  2005  and acquired in  2006.   The  Tractor
     Supply Company store was constructed in 2005 and acquired in
     2007.   The  Best Buy store was constructed and acquired  in
     2008.   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, 2008 AND 2007

(4)  Investments in Real Estate - (Continued)

     The   cost   of   the  properties  and  related  accumulated
     depreciation at December 31, 2008 are as follows:


                                        Buildings and            Accumulated
Property                          Land    Equipment     Total    Depreciation

TGI Friday's, Greensburg, PA $    6,439  $    8,141  $    14,580 $    3,682
Hollywood Video, Saraland, AL    17,654      24,785       42,439      9,870
Arby's, Homewood, AL              4,396       3,788        8,184      1,648
KinderCare, Pearland, TX        204,105     739,311      943,416    279,703
Hollywood Video, Minot, ND      619,597     710,403    1,330,000    268,769
KinderCare, Golden, CO            7,684      25,844       33,528      8,530
KinderCare, Plainfield, IL        1,313       3,332        4,645      1,015
Johnny Carino's, Longmont, CO   560,383     733,022    1,293,405    146,605
Jared Jewelry, Sugar Land, TX   503,837   1,030,129    1,533,966    183,706
Applebee's, Johnstown, PA       264,557     766,630    1,031,187     70,274
Advance Auto Parts,
 Indianapolis, IN               537,914     706,259    1,244,173     57,676
Applebee's,
 Crawfordsville, IN             506,030   1,350,626    1,856,656    108,050
Tractor Supply,
 Grand Forks, ND                238,547   1,165,327    1,403,874     91,284
Best Buy, Lake Geneva, WI       335,142   1,687,104    2,022,246     14,953
                              ----------  ----------  -----------  ----------
                             $3,807,598  $8,954,701  $12,762,299  $1,245,765
                              ==========  ==========  ===========  ==========

     On  January  19,  2007,  the  Partnership  purchased  a  50%
     interest  in a Tractor Supply Company store in Grand  Forks,
     North  Dakota  for $1,403,874.  The property  is  leased  to
     Tractor  Supply  Company  under a  Lease  Agreement  with  a
     remaining primary term of 13.9 years and initial annual rent
     of $102,351 for the interest purchased.

     On  October  16,  2007, Hollywood Entertainment  Corporation
     ("HEC"), the tenant of the Hollywood Video stores in  Minot,
     North Dakota (100% ownership interest) and Saraland, Alabama
     (3.08%  ownership interest) filed for Chapter 11  bankruptcy
     reorganization.  In May 2008, the bankruptcy court  approved
     HEC's  Plan of Reorganization and the Plan became effective.
     Under  the  Plan,  HEC assumed the Leases for  these  stores
     under  the original terms without any rent concessions.   As
     of  the date of this report, HEC has complied with all Lease
     terms.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(4)  Investments in Real Estate - (Continued)

     In  November  2007, Kona Restaurant Group, Inc.  (KRG),  the
     tenant  of  the  Johnny  Carino's  restaurant  in  Longmont,
     Colorado,  approached  the Partnership  with  a  request  to
     adjust  the  rent  on the property to a market  rental  rate
     based  on  the  restaurant's  performance  and  the  current
     conditions  in  the market.  In March 2008, after  reviewing
     the  financial statements for the restaurant  and  KRG,  the
     Partnership agreed to amend the Lease to reduce the  current
     annual rent for the property by 36% to $71,667.  This amount
     is  scheduled to increase annually by 1.5%. In addition, the
     amendment  provides for additional rental  payments  if  the
     restaurant's sales exceed certain stated amounts.  In August
     2008, the Partnership received certification from Fired  Up,
     Inc.,  the parent company of KRG and guarantor of the Lease,
     that  it  had  achieved certain expense and  debt  reduction
     measures  required  by  the amendment.   As  a  result,  the
     amendment  will  remain effective for the remainder  of  the
     lease term.

     On October 6, 2008, the Partnership purchased a 33% interest
     in   a  Best  Buy  store  in  Lake  Geneva,  Wisconsin   for
     $2,022,246.  The property is leased to Best Buy Stores, L.P.
     under  a  Lease Agreement with a remaining primary  term  of
     10.3  years  and  initial annual rent of  $144,325  for  the
     interest purchased.

     The  Partnership owns a .8729% interest in  a  TGI  Friday's
     restaurant, a 3.08% interest in a Hollywood Video  store  in
     Saraland,   Alabama,  a  .5877%  interest   in   an   Arby's
     restaurant,  a  1.9962%  interest in  a  KinderCare  daycare
     center  in  Golden,  Colorado and a  .3154%  interest  in  a
     KinderCare  daycare  center  in Plainfield,  Illinois.   The
     remaining  interests  in  these  properties  are  owned   by
     unrelated  third  parties, who own the properties  with  the
     Partnership as tenants-in-common.

     For properties owned as of December 31, 2008, the minimum
     future rent payments required by the leases are as follows:

                       2009          $   990,345
                       2010              991,990
                       2011            1,011,800
                       2012            1,028,504
                       2013            1,023,538
                       Thereafter      6,679,451
                                      -----------
                                     $11,725,628
                                      ===========

     There were no contingent rents recognized in 2008 and 2007.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(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:

      Tenants                            Industry         2008       2007

     Apple American Group               Restaurant     $ 208,303  $ 208,303
     Hollywood
        Entertainment Corporation       Retail           155,151    143,124
     Sterling Jewelers Inc.             Retail           127,919    127,919
     Tractor Supply Company             Retail           102,351        N/A
     KinderCare Learning Centers, Inc.  Child Care        99,747        N/A
     Champps Operating Corporation      Restaurant           N/A    170,780
     Kona Restaurant Group, Inc.        Restaurant           N/A    110,255
                                                        ---------  ---------
     Aggregate rent revenue of major tenants           $ 693,471  $ 760,381
                                                        =========  =========
     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                       75%        72%
                                                        =========  =========

(6)  Discontinued Operations -

     On  February 27, 2008, the Partnership sold its 50% interest
     in the Champps Americana restaurant in West Chester, Ohio to
     an unrelated third party.  The Partnership received net sale
     proceeds  of  $2,057,022, which resulted in a  net  gain  of
     $668,133.   At  the  time  of sale,  the  cost  and  related
     accumulated   depreciation  was  $1,569,884  and   $180,995,
     respectively.   At  December  31,  2007,  the  property  was
     classified as Real Estate Held for Sale with a book value of
     $1,388,889.

     On  June  2, 2008, the Partnership sold its 7.3845% interest
     in  the KinderCare daycare center in DePere, Wisconsin to an
     unrelated  third party.  The Partnership received  net  sale
     proceeds  of  $114,817, which resulted  in  a  net  gain  of
     $51,333.   The cost and related accumulated depreciation  of
     the interest sold was $87,687 and $24,203, respectively.

     During  2008 and 2007, the Partnership distributed net  sale
     proceeds of $348,485 and $186,869 to the Limited and General
     Partners  as  part  of their quarterly distributions,  which
     represented  a  return of capital of $21.94 and  $11.68  per
     Limited  Partnership  Unit, respectively.   The  Partnership
     anticipates the remaining net sale proceeds will  either  be
     reinvested  in  additional property or  distributed  to  the
     Partners in the future.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(6)  Discontinued Operations - (Continued)

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

                                                    2008           2007

     Rental Income                               $   30,763    $  179,403
     Property Management Expenses                      (486)        1,911
     Depreciation                                    (1,137)      (48,452)
     Gain on Disposal of Real Estate                719,466             0
                                                  ----------    ----------
           Income  from Discontinued Operations  $  748,606    $  132,862
                                                  ==========    ==========

(7)  Partners' Capital -

     For  the  years  ended  December  31,  2008  and  2007,  the
     Partnership   declared  distributions  of   $1,022,715   and
     $1,036,230,  respectively.   The Limited  Partners  received
     distributions  of $999,003 and $1,008,881  and  the  General
     Partners  received distributions of $23,712 and $27,349  for
     the    years,    respectively.    The   Limited    Partners'
     distributions  represent  $63.53  and  $63.69  per   Limited
     Partnership  Unit  outstanding  using  15,725   and   15,841
     weighted average Units in 2008 and 2007, respectively.   The
     distributions represent $63.53 and $30.98 per  Unit  of  Net
     Income and $-0- and $32.71 per Unit of return of contributed
     capital in 2008 and 2007, respectively.

     As  part  of  the Limited Partners' distributions  discussed
     above,  the  Partnership distributed net  sale  proceeds  of
     $345,000  and $185,000 in 2008 and 2007, 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.

     During  2008,  seven Limited Partners redeemed  a  total  of
     105.78 Partnership Units for $84,447 in accordance with  the
     Partnership Agreement.  During 2007, eight Limited  Partners
     redeemed  a  total of 79.58 Partnership Units  for  $66,349.
     The  Partnership acquired these Units using  Net  Cash  Flow
     from  operations.   The redemptions increase  the  remaining
     Limited Partner's ownership interest in the Partnership.  As
     a  result of these redemption payments and pursuant  to  the
     Partnership   Agreement,  the  General   Partners   received
     distributions  of  $2,612  and  $2,052  in  2008  and  2007,
     respectively.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2008 AND 2007

(7)  Partners' Capital - (Continued)

     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
     $923.50 per original $1,000 invested.

(8)  Income Taxes -

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

                                                        2008       2007

     Net Income for Financial Reporting Purposes    $ 1,161,020  $   574,574

     Depreciation for Tax Purposes Under
      Depreciation for Financial Reporting Purposes      94,360      116,847

     Income Accrued for Tax Purposes Over
      Income for Financial Reporting Purposes             2,615        6,014

     Gain on Sale of Real Estate for Tax Purposes
      Under Gain for Financial Reporting Purposes       (52,661)           0
                                                     -----------  -----------
           Taxable Income to Partners               $ 1,205,334  $   697,435
                                                     ===========  ===========

     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:
                                                             2008       2007

     Partners'Capital for Financial Reporting Purposes $11,854,787 $11,803,541

     Adjusted Tax Basis of Investments in Real Estate
      Over Net Investments in Real Estate
      for Financial Reporting Purposes                     435,510     393,811

     Income Accrued for Tax Purposes Over
       Income  for  Financial  Reporting  Purposes          17,358      14,743

     Syndication Costs Treated as Reduction
       of  Capital for Financial Reporting Purposes      2,418,726   2,418,726
                                                        ----------  ----------
         Partners' Capital for Tax Reporting Purposes  $14,726,381 $14,630,821
                                                        ==========  ==========

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.

       None.

ITEM 9AT.CONTROLS AND PROCEDURES.

       (a) 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  our  disclosure
controls  and procedures (as defined in Rule 13a-15(e) under  the
Securities  Exchange  Act of 1934 (the "Exchange  Act")).   Based
upon  that evaluation, the President and Chief Financial  Officer
of  the Managing General Partner concluded that, as of the end of
the  period  covered by this report, our disclosure controls  and
procedures  were effective in ensuring that information  required
to be disclosed by us in the reports that we file or submit under
the  Exchange Act is recorded, processed, summarized and reported
within  the time periods specified in applicable rules and  forms
and  that  such  information is accumulated and  communicated  to
management,  including the President and Chief Financial  Officer
of  the  Managing General Partner, in a manner that allows timely
decisions regarding required disclosure.

       (b)  Internal Control Over Financial Reporting.

       (i) Management's Report on Internal Control Over Financial
Reporting.  The Managing General Partner, through its management,
is responsible for establishing and maintaining adequate internal
control  over  our financial reporting, as defined in  Rule  13a-
15(f) under the Exchange Act, and for performing an assessment of
the   effectiveness  of  our  internal  control  over   financial
reporting  as  of  December  31,  2008.   Internal  control  over
financial  reporting is a process designed to provide  reasonable
assurance  regarding the reliability of financial  reporting  and
the preparation of financial statements for external purposes  in
accordance  with  generally accepted accounting principles.   Our
system  of  internal  control over financial  reporting  includes
those policies and procedures that (i) pertain to the maintenance
of  records  that,  in reasonable detail, accurately  and  fairly
reflect  the transactions and dispositions of the assets  of  the
Partnership;  (ii) provide reasonable assurance that transactions
are  recorded  as  necessary to permit preparation  of  financial
statements  in  accordance  with  generally  accepted  accounting
principles, and that receipts and expenditures of the Partnership
are  being  made  only  in  accordance  with  authorizations   of
management  of  the Managing General Partner; and  (iii)  provide
reasonable assurance regarding prevention or timely detection  of
unauthorized   acquisition,   use,   or   disposition   of    the
Partnership's  assets that could have a material  effect  on  the
financial statements.

        Management  of the Managing General Partner performed  an
assessment  of  the  effectiveness of our internal  control  over
financial  reporting as of December 31, 2008 based upon  criteria
in  Internal Control-Integrated Framework issued by the Committee
of  Sponsoring Organizations of the Treadway Commission ("COSO").
Based  on  our  assessment, management of  the  Managing  General
Partner  determined  that  our internal  control  over  financial
reporting  was  effective as of December 31, 2008  based  on  the
criteria in Internal Control-Integrated Framework issued  by  the
COSO.


ITEM 9AT.CONTROLS AND PROCEDURES.  (Continued)

        This annual report does not include an attestation report
of  our  registered  public accounting  firm  regarding  internal
control  over financial reporting.  Management's report  was  not
subject  to attestation by our registered public accounting  firm
pursuant  to  temporary  rules  of the  Securities  and  Exchange
Commission that permit us to provide only management's report  in
this annual report.

         (ii)    Changes  in  Internal  Control  Over   Financial
Reporting.  During the most recent period covered by this report,
there  has  been no change in our internal control over financial
reporting  (as defined in Rule 13a-15(f) under the Exchange  Act)
that  has  materially  affected,  or  is  reasonably  likely   to
materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

       None.


                            PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

        The  registrant  is  a  limited partnership  and  has  no
officers,  directors, or direct employees.  The General  Partners
manage  and  control the Partnership's affairs and  have  general
responsibility  and  the  ultimate  authority  in   all   matters
affecting  the Partnership's business.  The General Partners  are
AEI  Fund  Management  XXI,  Inc.  (AFM),  the  Managing  General
Partner,   and  Robert  P.  Johnson,  Chief  Executive   Officer,
President  and  sole  director  of AFM,  the  Individual  General
Partner.   AFM  is  a  wholly  owned subsidiary  of  AEI  Capital
Corporation  of  which  Mr. Johnson is the majority  shareholder.
AFM  has only one senior financial executive, its Chief Financial
Officer.   The  Chief Financial Officer reports directly  to  Mr.
Johnson  and  is  accountable for his  actions  to  Mr.  Johnson.
Although Mr. Johnson and AFM require that all of their personnel,
including  the  Chief  Financial Officer, engage  in  honest  and
ethical  conduct,  ensure  full,  fair,  accurate,  timely,   and
understandable    disclosure,   comply   with   all    applicable
governmental  laws,  rules and regulations,  and  report  to  Mr.
Johnson   any  deviation  from  these  principles,  because   the
organization  is  composed of only approximately 35  individuals,
because  the  management of a partnership by an entity  that  has
different  interests in distributions and income  than  investors
involves numerous conflicts of interest that must be resolved  on
a  daily  basis, and because the ultimate decision maker  in  all
instances  is Mr. Johnson, AFM has not adopted a formal  code  of
conduct.   Instead,  the materials pursuant  to  which  investors
purchase Units disclose these conflicts of interest in detail and
Mr.  Johnson,  as  the  CEO and sole director  of  AFM,  resolves
conflicts  to  the  best  of  his ability,  consistent  with  his
fiduciary obligations to AFM and the fiduciary obligations of AFM
to  the  Partnership.  The director and officers of  AFM  are  as
follows:

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
         (Continued)

        Robert  P.  Johnson, age 64, is Chief Executive  Officer,
President  and  sole director and has held these positions  since
the  formation  of AFM in August 1994, and has  been  elected  to
continue  in these positions until December 2009.  From  1970  to
the  present, he has been employed exclusively in the  investment
industry,  specializing in limited partnership  investments.   In
that capacity, he has been involved in the development, analysis,
marketing   and  management  of  public  and  private  investment
programs investing in net lease properties as well as public  and
private  investment  programs investing  in  energy  development.
Since 1971, Mr. Johnson has been the president, a director and  a
registered principal of AEI Securities, Inc., which is registered
with  the SEC as a securities broker-dealer, is a member  of  the
Financial Industry Regulatory Authority (FINRA) 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 ten limited partnerships and a managing member in five LLCs.

        Patrick  W.  Keene,  age 49, 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 2009.  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.

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

        Under federal securities laws, the directors and officers
of  the  General  Partner of the Partnership, and any  beneficial
owner  of  more than 10% of a class of equity securities  of  the
Partnership,  are  required  to report  their  ownership  of  the
Partnership's equity securities and any changes in such ownership
to  the  Securities  and Exchange Commission (the  "Commission").
Specific due dates for these reports have been established by the
Commission, and the Partnership is required to disclose  in  this
Annual  Report on 10-K any delinquent filing of such reports  and
any  failure  to file such reports during the fiscal  year  ended
December  31, 2008.  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 2008 fiscal
year.

ITEM 11.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition  and  rendering administrative, property  management,
and  property  sales  services.  The amount and  nature  of  such
payments are detailed in Item 13 of this annual report on Form 10-
K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 2009:

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

   AEI Fund Management XXI, Inc.            22         0.14%
   Robert P. Johnson                        0          0.00%
   Patrick W. Keene                         0          0.00%

 Address for all:  1300 Wells Fargo Place, 30 East 7th Street,
 St. Paul, Minnesota 55101

   Andrea B. Currier                    824.74227      5.25%
   P.O. Box E, The Plains, Virginia 20198

The  persons  set forth in the preceding table hold  sole  voting
power  and power of disposition with respect to all of the  Units
set forth opposite their names.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
         DIRECTOR INDEPENDENCE.

        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, 2008 and 2007.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
         DIRECTOR INDEPENDENCE.  (Continued)

        Neither the registrant, nor the Managing General  Partner
of  the  registrant, has a board of directors consisting  of  any
members who are "independent."  The sole director of the Managing
General  Partner,  Robert  P. Johnson,  is  also  the  Individual
General  Partner  of the registrant, and is the  Chief  Executive
Officer,  and  indirectly the principal owner,  of  the  Managing
General  Partner.  Accordingly, there is no disinterested  board,
or   other   functioning   body,  that  reviews   related   party
transactions, or the transactions between the registrant and  the
General  Partners,  except as performed in  connection  with  the
audit of its financial statements.

        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,   2008,   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, 2008.

Person or Entity                                     Amount Incurred From
 Receiving                 Form and Method        Inception (July 31, 1996)
Compensation               of Compensation           To December 31, 2008

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

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

General Partners and  Reimbursement at Cost for all         $  503,997
Affiliates            Acquisition Expenses.

General Partners and  Reimbursement at Cost for all         $2,021,705
Affiliates            Administrative Expenses attributable
                      to the Fund, including all expenses
                      related to management of the Fund's
                      properties  and  all  other  transfer
                      agency, reporting, partner relations
                      and other administrative functions.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
          DIRECTOR INDEPENDENCE.  (Continued)

Person or Entity                                     Amount Incurred From
 Receiving                 Form and Method        Inception (July 31, 1996)
Compensation               of Compensation           To December 31, 2008

General Partners and  Reimbursement at Cost for all         $  531,993
Affiliates            expenses related to the disposition
                      of the Fund's properties.

General Partners      3% of Net Cash Flow in any fiscal     $  333,853
                      year.

General Partners      1% of distributions of Net Proceeds   $   24,439
                      of Sale until Limited Partners have
                      received an amount equal to (a) their
                      Adjusted Capital Contributions,  plus
                      (b) an amount equal to 9% of their
                      Adjusted Capital Contributions per
                      annum, cumulative but not compounded,
                      to  the  extent  not   previously
                      distributed. 10%  of  distributions
                      of Net Proceeds  of  Sale thereafter.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

        The  following  is a summary of the fees  billed  to  the
Partnership  by  Boulay, Heutmaker, Zibell  &  Co.  P.L.L.P.  for
professional  services rendered for the years ended December  31,
2008 and 2007:


     Fee Category                             2008       2007
     Audit Fees                           $  14,200   $ 11,900
     Audit-Related Fees                           0          0
     Tax Fees                                     0          0
     All Other Fees                               0          0
                                           ---------   --------
          Total Fees                      $  14,200   $ 11,900
                                           =========   ========

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

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

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

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

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

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

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

       (a) (1) A list of the financial statements contained
               herein is set forth on page 14.

       (a) (2) Schedules are omitted because of the absence of
               conditions under which they are required or because
               the required information is presented in the
               financial statements or related notes.

       (a) (3) The Exhibits filed in response to Item 601 of
               Regulation S-K are listed below.

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

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

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

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

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

    10.4  Assignment and Assumption of Lease dated July 15,  2004
    between  the Partnership, AEI Accredited Investor  Fund  2002
    Limited   Partnership   and  Transugar  Limited   Partnership
    relating  to  the Property at 16010 Kensington  Drive,  Sugar
    Land,  Texas  (incorporated by reference to Exhibit  10.2  of
    Form 8-K filed July 30, 2004).

    10.5  Net  Lease Agreement dated September 21,  2006  between
    the  Partnership,  AEI  Income  &  Growth  Fund  XXI  Limited
    Partnership and B.T. Woodlipp, Inc. relating to the  Property
    at  425 Galleria Drive, Johnstown, Pennsylvania (incorporated
    by  reference  to Exhibit 10.3 of Form 10-QSB filed  November
    14, 2006).

    10.6  Assignment and Assumption of Lease dated  December  29,
    2006  between  the Partnership, AEI Income & Growth  Fund  26
    LLC  and  AEI  Fund  Management XVII, Inc.  relating  to  the
    Property  at  1516  South Washington Street,  Crawfordsville,
    Indiana (incorporated by reference to Exhibit 10.1 of Form 8-
    K filed January 8, 2007).

    10.7  Assignment  and Assumption of Lease dated  January  19,
    2007  between  the Partnership, AEI Income & Growth  Fund  24
    LLC  and  AEI Fund Management, Inc. relating to the  Property
    at   4460  32nd  Avenue  South,  Grand  Forks,  North  Dakota
    (incorporated by reference to Exhibit 10.2 of Form 8-K  filed
    January 25, 2007).

    10.8  Real  Estate  Sales  Contract dated  January  25,  2008
    between  the Partnership, AEI Net Lease Income & Growth  Fund
    XX  Limited  Partnership  and Jeff  Greene,  and/or  Assignee
    relating  to  the  Property at 9424 Civic  Centre  Boulevard,
    West  Chester,  Ohio  (incorporated by reference  to  Exhibit
    10.1 of Form 8-K filed March 4, 2008).

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.  (Continued)

    10.9   Assignment  and  Assumption  of  Purchase   and   Sale
    Agreement  dated September 24, 2008 between the  Partnership,
    AEI Income & Growth Fund 24 LLC, AEI Income & Growth Fund  27
    LLC  and  AEI Fund Management, Inc. relating to the  Property
    at  700  North  Edwards  Boulevard,  Lake  Geneva,  Wisconsin
    (incorporated by reference to Exhibit 10.1 of Form 8-K  filed
    October 10, 2008).

    10.10      Assignment and Assumption of Lease  dated  October
    6,  2008 between the Partnership, AEI Income & Growth Fund 24
    LLC,  AEI Income & Growth Fund 27 LLC and Ryan Companies  US,
    Inc.   relating   to  the  Property  at  700  North   Edwards
    Boulevard, Lake Geneva, Wisconsin (incorporated by  reference
    to Exhibit 10.2 of Form 8-K filed October 10, 2008).

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

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

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

                           SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant 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 26, 2009            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 26, 2009
   Robert P. Johnson and Sole Director of Managing General
                     Partner

/s/Patrick W Keene   Chief Financial Officer  and  Treasurer March 26, 2009
   Patrick W. Keene  (Principal Accounting Officer)