SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB

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

          For the Fiscal Year Ended:  December 31, 1999

                 Commission file number:  24003

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

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

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

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

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

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

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

                      Limited Partnership Units
                          (Title of class)

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

                         Yes  [X]    No

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

The  Issuer's  revenues  for year ended December  31,  1999  were
$984,858.

As  of  February 29, 2000, there were 16,786.184 Units of limited
partnership interest in the registrant outstanding and  owned  by
nonaffiliates  of  the registrant, which Units had  an  aggregate
market  value (based solely on the price at which they were  sold
since there is no ready market for such Units) of $16,786,184.

               DOCUMENTS INCORPORATED BY REFERENCE

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

         Transitional Small Business Disclosure Format:

                         Yes         No  [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

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

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

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

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

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Leases

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

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

        On  December 10, 1997, the Partnership purchased a  40.0%
interest in a TGI Friday's restaurant in Greensburg, Pennsylvania
for  $668,144.   The property is leased to Ohio  Valley  Bistros,
Inc. under a Lease Agreement with a primary term of 15 years  and
annual rental payments of $67,650.  The remaining interest in the
property  was  purchased  by AEI Real Estate  Fund  XVII  Limited
Partnership, an affiliate of the Partnership.

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

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

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

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

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

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

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

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

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

        Subsequent  to  December 31, 1999, the  Partnership  sold
17.2104%  of  the  Children's World in DePere,  Wisconsin  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of approximately $238,000 which resulted in a net  gain
of approximately $38,000.

        Subsequent  to  December 31, 1999, the  Partnership  sold
26.161%  of  its interest in the Marie Callender's restaurant  in
two  separate  transactions  to  unrelated  third  parties.   The
Partnership  received  total net sale proceeds  of  approximately
$516,000  which  resulted in a total net  gain  of  approximately
$57,000.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Major Tenants

        During  1999,  four  of  the Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  78%
of  the  Partnership's  total rental  revenue  in  1999.   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 the Partnership's rental income in 2000  and
future years, except for Americana Dining Corporation which  will
fall  below  the 10% level.  Any failure of these  major  tenants
could  materially affect the Partnership's net  income  and  cash
distributions.

Competition

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

Employees

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

Year 2000 Compliance

       The Year 2000 issue is the result of computer systems that
use  two-digits  rather than four to define the applicable  year,
which  may prevent such systems from accurately processing  dates
ending  in  the  Year  2000 and beyond.   This  could  result  in
computer  system failures or disruption of operations, including,
but not limited to, an inability to process transactions, to send
or  receive  electronic data, or to engage  in  routine  business
activities.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the  Partnership.   In  1998,  AEI  completed   an
assessment  of  its  computer hardware and software  systems  and
replaced or upgraded certain computer hardware and software using
the  assistance  of  outside vendors.  AEI has  received  written
assurance  from  the equipment and software manufacturers  as  to
Year  2000  compliance.   The  costs associated  with  Year  2000
compliance  have not been, and are not expected to be,  material.
The  Partnership is not aware of any issues related to Year  2000
non  compliance  with AEI systems or the systems of  the  various
tenants.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

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

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

Description of Properties

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

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

        The following table is a summary of the property that the
Partnership acquired and owned as of December 31, 1999.

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


TGI Friday's Restaurant
  Greensburg, PA                           Ohio Valley
  (40.0%)           12/10/97  $  668,144   Bistros, Inc.    $ 68,414   $37.92

                                             Hollywood
Hollywood Video Store                      Entertainment
  Saraland, AL       1/26/99  $1,377,891    Corporation     $129,617   $17.31

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

Arby's Restaurant                              RTM
  Homewood, AL        7/9/99  $1,392,592  Alabama, Inc.     $ 87,135   $26.76

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

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

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

Children's World                             ARAMARK
  Daycare Center                           Educational
  DePere, WI         7/14/99  $1,187,452  Resources, Inc.   $106,157   $10.43

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

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


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

                                            Hollywood
Hollywood Video Store                     Entertainment
  Muscle Shoals, AL  8/26/99  $1,340,627   Corporation      $129,659   $19.29

Tumbleweed Restaurant
  Fort Wayne, IN     8/31/99  $1,316,695  Tumbleweed, Inc.  $130,941   $23.50

Marie Callender's Restaurant
  Henderson, NV                           Marie Callender's
  (53.0%)            9/28/99  $  937,897  Pie Shops, Inc.   $ 85,595   $26.85


        The  properties  listed above with  a  partial  ownership
percentage  are  owned with affiliates of the  Partnership.   The
remaining interest in the TGI Friday's restaurant is owned by AEI
Real   Estate  Fund  XVII  Limited  Partnership.   The  remaining
interests  in the Champps Americana restaurant are owned  by  AEI
Real  Estate Fund XVII Limited Partnership, AEI Real Estate  Fund
XVIII  Limited  Partnership and AEI  Income  &  Growth  Fund  XXI
Limited  Partnership.   The  remaining  interest  in  the   Marie
Callender's restaurant is owned by AEI Net Lease Income &  Growth
Fund XIX Limited Partnership.

        Each  Partnership owns a separate, undivided interest  in
the property.  No specific agreement or commitment exists between
the  Partnerships  as  to  the  management  of  their  respective
interests  in the property, and the Partnership that  holds  more
than  a  50% interest does not control decisions over  the  other
Partnership's interest.

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

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

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

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

        Through  December  31,  1999, all  properties  were  100%
percent occupied by the lessees.

ITEM 3. LEGAL PROCEEDINGS.

       None.

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

       None.


                             PART II

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

        As of December 31, 1999, there were 739 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.   However,  the
Partnership  may  acquire Units from Limited  Partners  who  have
tendered  their  Units to the Partnership.   Such  Units  may  be
acquired  at  a  discount.  The Partnership is not  obligated  to
purchase  in any year more than 5% of the total number  of  Units
outstanding at the beginning of the 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  1999, four Limited Partners redeemed a  total  of
109.04  Partnership  Units for $87,231  in  accordance  with  the
Partnership Agreement.  In 1998, the Partnership did  not  redeem
any  Units  from the Limited Partners.  The redemptions  increase
the   remaining  Limited  Partner's  ownership  interest  in  the
Partnership.

       Cash distributions of $35,826 and $25,063 were made to the
General  Partners and $1,071,123 and $810,404 were  made  to  the
Limited   Partners   in   1999  and  1998,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash  Flow,  as  defined,  and a partial  return  of  contributed
capital.   These  distributions  should  not  be  compared   with
dividends paid on capital stock by corporations.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

        For  the  years  ended December 31, 1999  and  1998,  the
Partnership  recognized rental income of $713,963  and  $108,451,
respectively.   During  the same periods,  the  Partnership  also
earned  $270,895 and $437,260, respectively, in investment income
from  subscription proceeds which were invested in  a  short-term
money market account.  This investment income constituted 28% and
80%  respectively,  of  total income.  The  percentage  of  total
income  represented by investment income declines as subscription
proceeds are invested in properties.

        During  the years ended December 31, 1999 and  1998,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $165,419 and $219,705, respectively.  These
administration  expenses  include  initial  start-up  costs   and
expenses  associated  with  processing  distributions,  reporting
requirements  and  correspondence to the Limited  Partners.   The
administrative expenses decrease after completion of the offering
and  acquisition phases of the Partnership's operations.   During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $27,348 and $13,367, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, insurance and other property costs.

        The  Partnership distributes all of its net income during
the  offering  and  acquisition phases, and if net  income  after
deductions  for  depreciation  is  not  sufficient  to  fund  the
distributions,  the  Partnership may distribute  other  available
cash that constitutes capital for accounting purposes.

         As   of  December  31,  1999,  the  Partnership's   cash
distribution rate was 6.0% on an annualized basis.   Pursuant  to
the  Partnership Agreement, distributions of Net Cash  Flow  were
allocated  97%  to  the Limited Partners and 3%  to  the  General
Partners.

       Since the Partnership has only recently purchased its real
estate,  inflation  has  had  a minimal  effect  on  income  from
operations.   The  Leases may contain cost  of  living  increases
which  will result in an increase in rental income over the  term
of  the Leases.  Inflation also may cause the Partnership's  real
estate  to appreciate in value.  However, inflation and  changing
prices  may also have an adverse impact on the operating  margins
of  the  properties' tenants which could impair their ability  to
pay  rent and subsequently reduce the Partnership's Net Cash Flow
available for distributions.

       The Year 2000 issue is the result of computer systems that
use  two-digits  rather than four to define the applicable  year,
which  may prevent such systems from accurately processing  dates
ending  in  the  Year  2000 and beyond.   This  could  result  in
computer  system failures or disruption of operations, including,
but not limited to, an inability to process transactions, to send
or  receive  electronic data, or to engage  in  routine  business
activities.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the  Partnership.   In  1998,  AEI  completed   an
assessment  of  its  computer hardware and software  systems  and
replaced or upgraded certain computer hardware and software using
the  assistance  of  outside vendors.  AEI has  received  written
assurance  from  the equipment and software manufacturers  as  to
Year  2000  compliance.   The  costs associated  with  Year  2000
compliance  have not been, and are not expected to be,  material.
The  Partnership is not aware of any issues related to Year  2000
non  compliance  with AEI systems or the systems of  the  various
tenants.

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

Liquidity and Capital Resources

        The  Partnership's  primary  sources  of  cash  are  from
proceeds from the sale of Units, investment income, rental income
and proceeds from the sale of property.  Its primary uses of cash
are  investment in real properties, payment of expenses  involved
in  the  sale of units, the organization of the Partnership,  the
acquisition  of  properties, the management  of  properties,  the
administration   of   the  Partnership,  and   the   payment   of
distributions.

        The Partnership Agreement requires that no more than  15%
of  the  proceeds from the sale of Units be applied  to  expenses
involved  in the sale of Units (including Commissions)  and  that
such expenses, together with acquisition expenses, not exceed 20%
of   the  proceeds  from  the  sale  of  Units.   To  the  extent
organization and offering expenses actually incurred  exceed  15%
of proceeds, they are borne by the General Partners.

        Before  the  acquisition of properties,  cash  flow  from
operating  activities  is  not significant.   Net  income,  after
adjustment for depreciation, is lower during the first few  years
of  operations as administrative expenses remain high and a large
amount  of the Partnership's assets remain invested on  a  short-
term  basis in lower-yielding cash equivalents.  Net income  will
become   the  largest  component  of  cash  flow  from  operating
activities  and  the  largest component of cash  flow  after  the
completion of the acquisition phase.

        The Partnership Agreement requires that all proceeds from
the  sale  of  Units be invested or committed  to  investment  in
properties  by  the  later of two years after  the  date  of  the
Prospectus or six months after termination of the offer and  sale
of  Units.  While the Partnership is purchasing properties,  cash
flow from investing activities (investment in real property) will
remain  negative  and will constitute the principal  use  of  the
Partnership's available cash flow.

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

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

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

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

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

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

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

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

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

        Subsequent  to  December 31, 1999, the  Partnership  sold
17.2104%  of  the  Children's World in DePere,  Wisconsin  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of approximately $238,000 which resulted in a net  gain
of approximately $38,000.

        Subsequent  to  December 31, 1999, the  Partnership  sold
26.161%  of  its interest in the Marie Callender's restaurant  in
two  separate  transactions  to  unrelated  third  parties.   The
Partnership  received  total net sale proceeds  of  approximately
$516,000  which  resulted in a total net  gain  of  approximately
$57,000.

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

        During  the offering of Units, the Partnership's  primary
source  of cash flow will be from the sale of Limited Partnership
Units.   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.  From January 10, 1997 to May  1,  1997,  the
minimum  number  of Limited Partnership Units (1,500)  needed  to
form  the  Partnership were sold and on May 1, 1997, a  total  of
1,629.201   Units   ($1,629,201)  were   transferred   into   the
Partnership.  Through December 31, 1998, the Partnership raised a
total  of  $15,945,163  from the sale of 15,945.163  Units.   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).  From subscription proceeds, the Partnership  paid
organization and syndication costs (which constitute a  reduction
of capital) of $2,454,602.

         After   completion   of  the  acquisition   phase,   the
Partnership's  primary  use  of cash  flow  is  distribution  and
redemption  payments to Partners.  The Partnership  declares  its
regular  quarterly distributions before the end of  each  quarter
and pays the distribution in the first 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.

        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 is not obligated  to
purchase  in  any  year  more than 5%  of  the  number  of  Units
outstanding at the beginning of the 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  1999, four Limited Partners redeemed a  total  of
109.04  Partnership  Units for $87,231  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net  Cash Flow from operations.  In 1998, the  Partnership
did  not  redeem  any  Units  from  the  Limited  Partners.   The
redemptions  increase the remaining Limited  Partner's  ownership
interest in the Partnership.

       The continuing rent payments from the properties should be
adequate   to  fund  continuing  distributions  and  meet   other
Partnership obligations on both a short-term and long-term basis.

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

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

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

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

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

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

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

<BULLET>  the effect of tenant defaults; and

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

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying index to financial statements.





        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS






Report of Independent Auditors

Balance Sheet as of December 31, 1999 and 1998

Statements for the Years Ended December 31, 1999 and 1998:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements





                 REPORT OF INDEPENDENT AUDITORS





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




     We have audited the accompanying balance sheet of AEI Income
&  Growth  Fund  XXII  Limited Partnership (a  Minnesota  limited
partnership)  as  of December 31, 1999 and 1998 and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years then ended.  These financial statements  are  the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

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

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  AEI  Income  &  Growth Fund XXII Limited  Partnership  as  of
December 31, 1999 and 1998, and the results of its operations and
its  cash  flows  for  the years then ended, in  conformity  with
generally accepted accounting principles.




Minneapolis, Minnesota
January  25, 2000              Boulay, Heutmaker,  Zibell & Co. P.L.L.P.
                               Certified Public Accountants

<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                          BALANCE SHEET

                           DECEMBER 31

                             ASSETS

                                                     1999            1998

CURRENT ASSETS:
  Cash and Cash Equivalents                      $   247,401     $10,206,442
  Receivables                                              0          46,634
                                                  -----------     -----------
      Total Current Assets                           247,401      10,253,076
                                                  -----------     -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             4,981,547       1,886,747
  Buildings and Equipment                          8,382,000         373,124
  Construction in Progress                                 0         340,620
  Property Acquisition Costs                               0         460,047
  Accumulated Depreciation                          (201,635)        (16,693)
                                                  -----------     -----------
      Net Investments in Real Estate              13,161,912       3,043,845
                                                  -----------     -----------
           Total  Assets                         $13,409,313     $13,296,921
                                                  ===========     ===========

                      LIABILITIES AND PARTNERS' CAPITAL


CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $    14,979     $   144,805
  Distributions Payable                              256,847         255,963
                                                  -----------     -----------
      Total Current Liabilities                      271,826         400,768
                                                  -----------     -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   (38,746)        (21,135)
  Limited Partners, $1,000 Unit Value;
    24,000 Units authorized; 16,917 Units issued;
    16,808 and 15,945 Units outstanding in
    1999 and 1998, respectively                   13,176,233      12,917,288
                                                  -----------     -----------
     Total Partners' Capital                      13,137,487      12,896,153
                                                  -----------     -----------
       Total  Liabilities and Partners' Capital  $13,409,313     $13,296,921
                                                  ===========     ===========


 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


                                                    1999            1998

INCOME:
  Rent                                         $   713,963      $   108,451
  Investment Income                                270,895          437,260
                                                -----------      -----------
      Total Income                                 984,858          545,711
                                                -----------      -----------

EXPENSES:
  Partnership Administration - Affiliates          165,419          219,705
  Partnership Administration and Property
     Management - Unrelated Parties                 27,348           13,367
  Depreciation                                     184,942           16,025
                                                -----------      -----------
      Total Expenses                               377,709          249,097
                                                -----------      -----------

NET INCOME                                     $   607,149      $   296,614
                                                ===========      ===========

NET INCOME ALLOCATED:
  General Partners                             $    18,215      $     8,898
  Limited Partners                                 588,934          287,716
                                                -----------      -----------
                                               $   607,149      $   296,614
                                                ===========      ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
  (16,779 and 11,627 weighted average Units
  outstanding in 1999 and 1998, respectively)  $     35.10      $     24.75
                                                ===========      ===========


 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


                                                      1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                       $   607,149    $   296,614

 Adjustments To Reconcile Net Income (Loss)
 To Net Cash Provided By Operating Activities:
     Depreciation                                     184,942         16,025
     (Increase) Decrease in Receivables                46,634        (46,634)
     Decrease in Payable to
        AEI Fund Management, Inc.                    (129,826)       (16,641)
                                                   -----------    -----------
       Total Adjustments                              101,750        (47,250)
                                                   -----------    -----------
       Net Cash Provided By
           Operating Activities                       708,899        249,364
                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                      (10,303,009)    (2,298,534)
                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital Contributions from Limited Partners         972,059      8,289,167
  Organization and Syndication Costs                 (143,694)    (1,162,508)
  Increase in Distributions Payable                       884        155,628
  Distributions to Partners                        (1,104,251)      (835,467)
  Redemption Payments                                 (89,929)             0
                                                   -----------    -----------
       Net Cash Provided By (Used For)
           Financing Activities                      (364,931)     6,446,820
                                                   -----------    -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                            (9,959,041)     4,397,650

CASH AND CASH EQUIVALENTS, beginning of period     10,206,442      5,808,792
                                                   -----------    -----------
CASH AND CASH EQUIVALENTS, end of period          $   247,401    $10,206,442
                                                   ===========    ===========


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

            STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                 FOR THE YEARS ENDED DECEMBER 31


                                                                    Limited
                                                                   Partnership
                             General    Limited                      Units
                             Partners   Partners        Total      Outstanding


BALANCE, December 31, 1997  $ (4,970)  $ 6,313,317   $ 6,308,347     7,656.00

  Capital Contributions            0     8,289,167     8,289,167     8,289.16

  Organization &
    Syndication Costs              0    (1,162,508)   (1,162,508)

  Distributions              (25,063)     (810,404)     (835,467)

  Net Income                   8,898       287,716       296,614
                             ---------  -----------   -----------  -----------
BALANCE, December 31, 1998   (21,135)   12,917,288    12,896,153    15,945.16

  Capital Contributions            0       972,059       972,059       972.06

  Organization &
    Syndication Costs              0      (143,694)     (143,694)

  Distributions              (33,128)   (1,071,123)   (1,104,251)

  Redemption Payments         (2,698)      (87,231)      (89,929)     (109.04)

  Net Income                  18,215       588,934       607,149
                             ---------  -----------   -----------  -----------
BALANCE, December 31, 1999  $(38,746)  $13,176,233   $13,137,487    16,808.18
                             =========  ===========   ===========  ===========

     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, 1999 AND 1998

(1)  Organization -

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

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

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

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

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(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

       At  times  throughout  the year,  the  Partnership's  cash
       deposited  in  financial  institutions  may  exceed   FDIC
       insurance limits.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

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

     Statement of Cash Flows

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

     Income Taxes

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

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

     Real Estate

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

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

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

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(3)  Related Party Transactions -

     The  Partnership  owns a 40.0% interest in  a  TGI  Friday's
     restaurant.   The  remaining interest in  this  property  is
     owned  by AEI Real Estate Fund XVII Limited Partnership,  an
     affiliate of the Partnership.  The Partnership owns a  23.0%
     interest  in a Champps Americana restaurant.  The  remaining
     interests in this property are owned by AEI Real Estate Fund
     XVII Limited Partnership, AEI Real Estate Fund XVIII Limited
     Partnership  and  AEI  Income  &  Growth  Fund  XXI  Limited
     Partnership, affiliates of the Partnership.  The Partnership
     owns  a  53.0%  interest in a Marie Callender's  restaurant.
     The  remaining interest in this property is owned by AEI Net
     Lease  Income  &  Growth  Fund XIX Limited  Partnership,  an
     affiliate of the Partnership.

     Each Partnership owns a separate, undivided interest in  the
     property.   No  specific  agreement  or  commitment   exists
     between  the  Partnerships as to  the  management  of  their
     respective  interests in the property, and  the  Partnership
     that  holds  more  than  a  50% interest  does  not  control
     decisions  over  the  other  Partnership's  interest.    The
     financial   statements  reflect  only   this   Partnership's
     percentage  share  of  the  property's  land,  building  and
     equipment, liabilities, revenues and expenses.

     AEI,  AFM  and  AEI  Securities,  Inc.  (ASI)  received  the
     following  compensation  and reimbursements  for  costs  and
     expenses from the Partnership:

                                         Total Incurred by the Partnership
                                          for the Years Ended December 31

                                                    1999          1998
a.AEI and AFM are reimbursed for all costs
  incurred in connection with managing the
  Partnership's operations, maintaining the
  Partnership's books and communicating
  the results of operations to the Limited
  Partners.                                       $ 165,419     $ 219,705
                                                   =========     =========

b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties.  These expenses included
  printing costs, legal and filing fees, direct
  administrative costs, outside audit and accounting
  costs, insurance and other property costs.      $  27,348     $  13,367
                                                   =========     =========



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(3)  Related Party Transactions - (Continued)

                                         Total Incurred by the Partnership
                                          for the Years Ended December 31

                                                       1999         1998
c.AEI is reimbursed for all property acquisition
  costs incurred by it in acquiring properties on
  behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $313,652 and $69,323
  for 1999 and 1998, respectively.                   $(125,292)   $ 366,187
                                                      =========    =========

d.ASI was the underwriter of the Partnership offering.
  Robert P. Johnson is the sole stockholder of ASI,
  which is a member of the National Association of
  Securities Dealers, Inc.  ASI received, as
  underwriting commissions 8% for sale of certain
  subscription Units ($80 per unit sold, of which it
  re-allowed up to $80 per unit to other participating
  broker/dealers).  ASI also received a 2%
  non-accountable expense allowance for all Units
  it sold through broker/dealers.  These costs
  are treated as a reduction of partners' capital.   $  97,205    $ 828,917
                                                      =========    =========

e.AEI is reimbursed for all costs incurred in
  connection with managing the Partnership's
  offering and organization.                         $  43,726    $  96,901
                                                      =========    =========

f.AEI is reimbursed for all expenses it has paid
  on the Partnership's behalf relating to the
  offering and organization of the Partnership.
  These expenses included printing costs, legal
  and filing fees, direct administrative costs,
  underwriting costs and due diligence fees.         $   2,763    $ 236,690
                                                      =========    =========

     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance due for the services described in 3a, b, c, d, e and f.
     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, 1999 AND 1998

(4)  Investments in Real Estate -

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

     The  Partnership's  properties are all  commercial,  single-
     tenant buildings and were constructed and acquired in  1997,
     1998  or  1999.   There  have been no costs  capitalized  as
     improvements subsequent to the acquisition.

     The   cost   of   the   property  and  related   accumulated
     depreciation at December 31, 1999 are as follows:

                                          Buildings and         Accumulated
Property                            Land    Equipment    Total  Depreciation

TGI Friday's, Greensburg, PA   $   295,020  $   373,124  $   668,144  $ 32,718
Hollywood Video, Saraland, AL      573,203      804,688    1,377,891    30,846
Champps Americana,
  Centerville, OH                  468,050      456,793      924,843    19,298
Arby's, Homewood, AL               748,169      644,423    1,392,592    16,109
Children's World, Abingdon, MD     208,416      843,356    1,051,772    15,462
Children's World, Houston, TX      124,577      767,642      892,219    14,073
Children's World, Pearland, TX     204,105      739,310      943,415    13,554
Children's World, DePere, WI       264,185      923,267    1,187,452    16,927
Hollywood Video, Minot, ND         619,597      710,403    1,330,000    13,024
Hollywood Video,
  Muscle Shoals, AL                600,315      740,312    1,340,627    11,105
Tumbleweed, Fort Wayne, IN         489,027      827,668    1,316,695    13,009
Marie Callender's, Henderson, NV   386,883      551,014      937,897     5,510
                                -----------  -----------  -----------  -------
                               $ 4,981,547  $ 8,382,000  $13,363,547  $201,635
                                ===========  ===========  ===========  =======

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(4)  Investments in Real Estate - (Continued)

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

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

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

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

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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(4)  Investments in Real Estate - (Continued)

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

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

     On  September  28,  1999, the Partnership  purchased  a  53%
     interest  in  a  Marie Callender's restaurant in  Henderson,
     Nevada  for  $937,897.   The property  is  leased  to  Marie
     Callender  Pie  Shops, Inc. under a Lease Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $85,595.

     Subsequent  to  December  31,  1999,  the  Partnership  sold
     17.2104% of the Children's World in DePere, Wisconsin to  an
     unrelated  third party.  The Partnership received  net  sale
     proceeds of approximately $238,000 which resulted in  a  net
     gain of approximately $38,000.

     Subsequent  to  December  31,  1999,  the  Partnership  sold
     26.161%  of its interest in the Marie Callender's restaurant
     in  two  separate transactions to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     approximately $516,000 which resulted in a total net gain of
     approximately $57,000.

     The minimum future rentals on the Lease for years subsequent
     to December 31, 1999 are as follows:

                       2000           $ 1,229,083
                       2001             1,249,981
                       2002             1,252,136
                       2003             1,254,315
                       2004             1,257,589
                       Thereafter      12,925,833
                                       -----------
                                      $19,168,937
                                       ===========

     There were no contingent rents recognized in 1999 or 1998.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(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:


                                                   1999           1998
      Tenants                      Industry

     Hollywood
        Entertainment Corporation   Restaurant   $ 225,593     $       0
     ARAMARK Educational
        Resources, Inc.             Child Care     167,682             0
     Americana Dining Corp.         Restaurant      89,862        31,456
     Tumbleweed, Inc.               Restaurant      74,106           N/A
     Ohio Valley Bistros, Inc.      Restaurant         N/A        67,650
                                                  ---------     ---------

     Aggregate rent revenue of major tenants     $ 557,243     $  99,106
                                                  =========     =========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                 78%           91%
                                                  =========     =========

(6)  Partners' Capital -

     Cash  distributions of $35,826 and $25,063 were made to  the
     General  Partners and $1,071,123 and $810,404 were  made  to
     the  Limited Partners for the years ended December 31,  1999
     and 1998, respectively.  The Limited Partners' distributions
     represent  $63.84  and $69.70 per Limited  Partnership  Unit
     outstanding  using 16,779 and 11,627 weighted average  Units
     in 1999 and 1998, respectively.  The distributions represent
     $29.91  and  $24.75 per Unit of Net Income  and  $33.93  and
     $44.95 per Unit of return of contributed capital in 1999 and
     1998, respectively.

     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 is not obligated
     to  purchase in any year more than 5% of the number of Units
     outstanding at the beginning of the 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  1999,  four  Limited Partners redeemed  a  total  of
     109.04 Partnership Units for $87,231 in accordance with  the
     Partnership Agreement.  The Partnership acquired these Units
     using   Net  Cash  Flow  from  operations.   In  1998,   the
     Partnership  did  not  redeem any  Units  from  the  Limited
     Partners.   The  redemptions increase the remaining  Limited
     Partner's ownership interest in the Partnership.

     After  the  effect  of  redemptions,  the  Adjusted  Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $1,006.49 per original $1,000 invested.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(7)  Income Taxes -

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

                                                 1999           1998
     Net Income for Financial
      Reporting Purposes                      $ 607,149      $ 296,614

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                         36,822          2,236

     Capitalized Start-Up Costs
      Under Section 195                               0        208,386

     Amortization of Start-Up and
      Organization Costs                        (47,298)        (6,319)
                                               ---------      ---------
           Taxable Income to Partners         $ 596,673      $ 500,917
                                               =========      =========

     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:

                                                   1999           1998
     Partners' Capital for
      Financial Reporting Purposes             $13,137,487    $12,896,153

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                            38,670          1,848

     Capitalized Start-Up Costs
      Under Section 195                            346,411        346,410

     Amortization of Start-Up and
      Organization Costs                           (53,784)        (6,486)

     Organization and Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes           2,424,726      2,281,032
                                                -----------    -----------
           Partners' Capital for
              Tax Reporting Purposes           $15,893,510    $15,518,957
                                                ===========    ===========


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998

(8)  Fair Value of Financial Instruments -

     The estimated fair values of the financial instruments, none
     of  which are held for trading purposes, for the years ended
     December 31:

                                       1999                       1998
                               Carrying      Fair        Carrying      Fair
                                Amount      Value         Amount       Value

     Cash                    $   1,835    $   1,835   $       188  $       188
     Money Market Funds        245,566      245,566    10,206,254   10,206,254
                              ---------    ---------   -----------  ----------
          Total Cash and
            Cash Equivalents $ 247,401$     247,401   $10,206,442  $10,206,442
                              =========    =========   ===========  ==========

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

       None.


                            PART III

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

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

        Robert  P.  Johnson, age 55, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation  of  AFM  in  August, 1994, and  has  been  elected  to
continue in these positions until December, 2000.  From  1970  to
the  present, he had been employed exclusively in the  investment
industry,  specializing  in  tax-advantaged  limited  partnership
investments.   In  that  capacity, he has been  involved  in  the
development,  analysis, marketing and management  of  public  and
private investment programs investing in net lease properties  as
well  as  public  and  private investment programs  investing  in
energy  development.   Since  1971,  Mr.  Johnson  has  been  the
president,  a  director  and  a  registered  principal   of   AEI
Securities, Inc. (formerly AEI Incorporated), which is registered
with  the  Securities  and Exchange Commission  as  a  securities
broker-dealer,  is  a  member  of  the  National  Association  of
Securities  Dealers, Inc. (NASD) and is a member of the  Security
Investors  Protection Corporation (SIPC).  Mr. Johnson  has  been
president, a director and the principal shareholder of  AEI  Fund
Management,  Inc.,  a real estate management company  founded  by
him,  since 1978.  Mr. Johnson is currently a general partner  or
principal  of  the  general  partner  in  fifteen  other  limited
partnerships.

        Mark  E.  Larson,  age 47, is Executive  Vice  President,
Secretary,  Treasurer and Chief Financial Officer  and  has  held
these  positions since the formation of AFM in August, 1994,  and
has  been  elected to continue in these positions until December,
2000.  Mr. Larson has been employed by AEI Fund Management,  Inc.
and  affiliated  entities since 1985.  From  1979  to  1985,  Mr.
Larson   was  with  Apache  Corporation  as  manager  of  Program
Accounting  responsible  for  the  accounting  and  reports   for
approximately 46 public partnerships.  Mr. Larson is  responsible
for   supervising  the  accounting  functions  of  AFM  and   the
registrant.

ITEM 10.  EXECUTIVE COMPENSATION.

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

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

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 29, 2000:

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

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

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

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

   *  Less than 1%

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

        The following table sets forth the forms of compensation,
distributions  and cost reimbursements paid by the registrant  to
the  General Partners or their Affiliates in connection with  the
operation  of  the Fund and its properties for  the  period  from
inception through December 31, 1999.

Person or Entity                                        Amount Incurred From
 Receiving                    Form and Method        Inception (July 31, 1996)
Compensation                  of Compensation           To December 31, 1999

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

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

Person or Entity                                        Amount Incurred From
 Receiving                    Form and Method        Inception (July 31, 1996)
Compensation                  of Compensation           To December 31, 1999


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

General Partners and  Reimbursement at Cost for all          $  342,899
Affiliates            Acquisition Expenses

General Partners      3% of Net Cash Flow in any fiscal      $   66,220
                      year.
General Partners and  Reimbursement at Cost for all          $  522,823
Affiliates            Administrative Expenses attributable
                      to the Fund, including all expenses
                      related to management and disposition
                      of the Fund's properties and all other
                      transfer agency, reporting,  partner
                      relations and  other administrative
                      functions.

General Partners      1% of distributions of Net Proceeds    $        0
                      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.

        The  limitations  included in the  Partnership  Agreement
require   that  the  cumulative  reimbursements  to  the  General
Partners  and  their affiliates for administrative  expenses  not
allowed under the NASAA Guidelines ("Guidelines") will not exceed
the  sum of (i) the front-end fees allowed by the Guidelines less
the  front-end fees paid, (ii) the cumulative property management
fees  allowed  but  not  paid, (iii) any real  estate  commission
allowed under the Guidelines, and (iv) 10% of Net Cash Flow  less
the  Net Cash Flow actually distributed.  The reimbursements  not
allowed  under  the  Guidelines include  a  controlling  person's
salary  and  fringe  benefits,  rent  and  depreciation.   As  of
December  31, 1999, the cumulative reimbursements to the  General
Partners and their affiliates did not exceed these amounts.


                             PART IV

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

          A. Exhibits -
                                   Description

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

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

          A. Exhibits -
                                    Description

             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  with   the
                     Commission on August 21, 1997 [File No. 333-
                     5604]).

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

             10.2    Development Financing Agreement  dated
                     June  29,  1998 between the Partnership  and
                     Americana  Dining  Corp.  relating  to   the
                     property  at 7880 Washington Village  Drive,
                     Centerville,    Ohio    (incorporated     by
                     reference  to  Exhibit 10.1 of  Form  10-QSB
                     filed  with  the  Commission  on  July   31,
                     1998).

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

             10.4    Assignment   of   the    Development
                     Financing  Agreement and Net Lease Agreement
                     dated   August   27,   1998   between    the
                     Partnership,  AEI  Real  Estate  Fund   XVII
                     Limited  Partnership, AEI Real  Estate  Fund
                     XVIII  Limited  Partnership,  AEI  Income  &
                     Growth  Fund  XXI  Limited Partnership,  and
                     Americana  Dining  Corp.  relating  to   the
                     property  at 7880 Washington Village  Drive,
                     Centerville,    Ohio    (incorporated     by
                     reference  to  Exhibit 10.1 of  Form  10-QSB
                     filed  with  the Commission on  November  9,
                     1998).

             10.5    Purchase  Agreement dated  October  8,
                     1998   between   AEI  Fund  Management   and
                     Centurion  Video,  Ltd.  relating   to   the
                     property   at   1097   Industrial   Parkway,
                     Saraland,    Alabama    (incorporated     by
                     reference  to  Exhibit 10.2 of  Form  10-QSB
                     filed  with  the Commission on  November  9,
                     1998).

             10.6    Assignment of Purchase Agreement dated
                     November  2,  1998 between  the  Partnership
                     and  AEI  Fund  Management relating  to  the
                     property   at   1097   Industrial   Parkway,
                     Saraland,    Alabama    (incorporated     by
                     reference  to  Exhibit 10.3 of  Form  10-QSB
                     filed  with  the Commission on  November  9,
                     1998).

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

          A. Exhibits -
                                    Description

             10.7    Development Financing Agreement  dated
                     November  20,  1998 between the  Partnership
                     and   RTM  Alabama,  Inc.  relating  to  the
                     property   at   159  State   Farm   Parkway,
                     Homewood,    Alabama    (incorporated     by
                     reference  to Exhibit 10.10 of  Form  10-KSB
                     filed  with  the  Commission  on  March  12,
                     1999).

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

             10.9    Development Financing Agreement  dated
                     November  25,  1998 between the  Partnership
                     and   Tumbleweed,  Inc.  relating   to   the
                     property  at  6040  Lima Road,  Fort  Wayne,
                     Indiana   (incorporated  by   reference   to
                     Exhibit 10.12 of Form 10-KSB filed with  the
                     Commission on March 12, 1999).

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

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

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

             10.13   Purchase  Agreement  dated  March
                     10,  1999 between AEI Fund Management,  Inc.
                     and  Magnum  Video I, Inc. relating  to  the
                     property  at  1700  South  Broadway,  Minot,
                     North  Dakota (incorporated by reference  to
                     Exhibit  10.1 of Form 10-QSB filed with  the
                     Commission on May 7, 1999).

             10.14   Purchase  Agreement  dated  April
                     19,  1999 between AEI Fund Management,  Inc.
                     and  NOM Muscle Shoals, Ltd. relating to the
                     property  at  1304 Woodward  Avenue,  Muscle
                     Shoals,  Alabama (incorporated by  reference
                     to  Exhibit  10.2 of Form 10-QSB filed  with
                     the Commission on May 7, 1999).

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

          A. Exhibits -
                                   Description

             10.15   Assignment of Purchase  Agreement
                     dated   April   27,   1999,   between    the
                     Partnership  and  AEI Fund Management,  Inc.
                     relating  to  the  property  at  1700  South
                     Broadway,  Minot, North Dakota (incorporated
                     by  reference to Exhibit 10.3 of Form 10-QSB
                     filed with the Commission on May 7, 1999).

             10.16   Assignment of Purchase  Agreement
                     dated   April   27,   1999,   between    the
                     Partnership  and  AEI Fund Management,  Inc.
                     relating  to  the property at 1304  Woodward
                     Avenue,      Muscle     Shoals,      Alabama
                     (incorporated by reference to  Exhibit  10.4
                     of  Form 10-QSB filed with the Commission on
                     May 7, 1999).

             10.17   First   Amendment  to   Purchase
                     Agreement dated April 27, 1999, between  AEI
                     Fund   Management,  Inc.  and   NOM   Muscle
                     Shoals,  Ltd.  relating to the  property  at
                     1304   Woodward   Avenue,   Muscle   Shoals,
                     Alabama   (incorporated  by   reference   to
                     Exhibit  10.5 of Form 10-QSB filed with  the
                     Commission on May 7, 1999).

             10.18   Purchase and Sale  Agreement  and
                     Escrow  Instructions  dated  May  20,   1999
                     between   AEI  Fund  Management,  Inc.   and
                     ARAMARK    Educational    Resources,    Inc.
                     relating  to the properties at 3325  Trellis
                     Lane,  Abingdon, Maryland, 2325 County  Road
                     90,  Pearland,  Texas, 1553 Arcadian  Drive,
                     DePere, Wisconsin, and 18035 Forrest  Height
                     Drive,   Houston,  Texas  (incorporated   by
                     reference to Exhibit 10.3 of Form 8-K  filed
                     with the Commission on July 26, 1999).

             10.19   Assignment of Purchase  and  Sale
                     Agreement  and  Escrow  Instructions   dated
                     June  16, 1999 between the Partnership,  AEI
                     Fund    Management,   Inc.    and    ARAMARK
                     Educational Resources, Inc. relating to  the
                     properties  at 3325 Trellis Lane,  Abingdon,
                     Maryland,  2325  County Road  90,  Pearland,
                     Texas,    1553   Arcadian   Drive,   DePere,
                     Wisconsin,  and 18035 Forrest Height  Drive,
                     Houston,  Texas (incorporated  by  reference
                     to  Exhibit 10.4 of Form 8-K filed with  the
                     Commission on July 26, 1999).

             10.20   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  with  the  Commission  on  July   26,
                     1999).

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

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

          A. Exhibits -
                                 Description

             10.22   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
                     with the Commission on July 26, 1999).

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

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

             10.25   Sale  and Purchase Agreement  and
                     Escrow  Instructions  dated  June  2,   1999
                     between AEI Fund Management, Inc. and  Marie
                     Callender  Pie Shops, Inc. relating  to  the
                     property  at  Warm Springs Road,  Henderson,
                     Nevada   (incorporated   by   reference   to
                     Exhibit  10.1 of Form 10-QSB filed with  the
                     Commission on July 30, 1999).

             10.26   First  Amendment  to  Sale   and
                     Purchase  Agreement and Escrow  Instructions
                     dated   July  8,  1999  between   AEI   Fund
                     Management,  Inc.  and Marie  Callender  Pie
                     Shops,  Inc.  relating to  the  property  at
                     Warm   Springs   Road,   Henderson,   Nevada
                     (incorporated by reference to  Exhibit  10.2
                     of  Form 10-QSB filed with the Commission on
                     July 30, 1999).

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

             10.28   Assignment of Purchase  and  Sale
                     Agreement  and  Escrow  Instructions   dated
                     July  23, 1999 between the Partnership,  AEI
                     Net  Lease Income & Growth Fund XIX  Limited
                     Partnership  and  AEI Fund Management,  Inc.
                     and   Marie   Callender  Pie   Shops,   Inc.
                     relating  to  the property at  Warm  Springs
                     Road,  Henderson,  Nevada  (incorporated  by
                     reference  to  Exhibit 10.3 of  Form  10-QSB
                     filed  with  the  Commission  on  July   30,
                     1999).

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

          A. Exhibits -
                                    Description

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

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

             10.31   Lease  Agreement dated  September
                     28,  1999 between the Partnership,  AEI  Net
                     Lease  Income  &  Growth  Fund  XIX  Limited
                     Partnership and Marie Callender  Pie  Shops,
                     Inc.  relating to the property at 530  North
                     Stephanie    Street,    Henderson,    Nevada
                     (incorporated by reference to Exhibit  10.13
                     of  Form 10-QSB filed with the Commission on
                     November 8, 1999).

             10.32   Purchase Agreement dated February
                     14,  2000 between the Partnership and George
                     M.  Kunitake  and  Kay H. Kunitake,  husband
                     and  wife,  and Steven T. Kunitake  relating
                     to  the  property  at  530  North  Stephanie
                     Street, Henderson, Nevada.

             10.33   Purchase Agreement dated February
                     28,  2000 between the Partnership and the  D
                     &  R Family Limited Partnership relating  to
                     the   property   at  1553  Arcadian   Drive,
                     DePere, Wisconsin.

             10.34   Property  Co-Tenancy   Ownership
                     Agreement  dated February 29,  2000  between
                     the   Partnership  and  the  D  &  R  Family
                     Limited   Partnership   relating   to    the
                     property  at  1553 Arcadian  Drive,  DePere,
                     Wisconsin.

             10.35   Purchase Agreement dated February
                     29,  2000 between the Partnership and George
                     Richard  Swanson  and Christine  Marie  Orth
                     relating  to  the  property  at  530   North
                     Stephanie Street, Henderson, Nevada.

             27      Financial Data Schedule for
                     year ended December 31, 1999.

          B.   Reports on Form 8-K -    None.


                           SIGNATURES

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

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



March 10, 2000             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 10, 2000
    Robert P. Johnson  and Sole Director of Managing General
                       Partner

/s/ Mark E. Larson     Executive Vice President, Treasurer     March 10, 2000
    Mark E. Larson     and Chief Financial Officer
                       (Principal Accounting Officer)