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, 1997
                                
                Commission file number:  333-5604
                                
        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)

                          (612) 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,  1997  were
$116,807.

As  of  February 28, 1998, there were 8,496.652 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 $8,496,652.

               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.  Through December 31, 1997, the Partnership raised
a  total  of  $7,655,996 from the sale of 7,655.996  Units.   The
Managing  General Partner has extended the offering of  Units  to
the  earlier  of completion of sale of all Units  or  January  9,
1999.

        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.   As  of  December  31,  1997,  the  Partnership  had
purchased a partial interest in one property at a total  cost  of
$668,144.   The property is a commercial, single tenant  building
leased  under a triple net lease.  The Partnership is  continuing
to  review  various  properties for acquisition  until  available
subscription proceeds are fully committed.

        The  Partnership's  properties  will  be  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 will be variations in the specific terms of
the  leases, the following is a summary of the general  terms  in
which  the  Partnership  may enter into  Lease  Agreements.   The
properties are or will be 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 will be  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  renewal  options
subject  to  the same terms and conditions as the initial  lease.
Certain  lessees may be 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.

Major Tenants

        The  major  tenant contributed 100% of the  Partnership's
total  rental revenue in 1997.  Because the Partnership  has  not
completed  its acquisition of properties, it is not  possible  to
determine which tenants will contribute more than ten percent  of
the Partnership's rental income in 1998 and future years.  In the
event  that  certain tenants contribute more than ten percent  of
the  Partnership's rental income in future years, any failure  of
these major tenants could materially affect the Partnership's net
income and cash distributions.

Competition

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

Employees

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

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

Year 2000

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the Partnership.  AEI is currently  analyzing  its
computer hardware and software systems to determine what, if any,
resources  need to be dedicated regarding Year 2000 issues.   The
Partnership  does  not  anticipate  any  significant  operational
impact  or  incurring material costs as a result of AEI  becoming
Year 2000 compliant.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

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

Description of Properties

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

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

ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

        The following table is a summary of the property that the
Partnership acquired and owned as of December 31, 1997.

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

TGI Friday's Restaurant
 Greensburg, PA                              Ohio Valley
 (40.0%)              12/10/97   $ 668,144   Bistros, Inc.  $ 67,650   $ 37.50


        The  remaining interest in the TGI Friday's  property  is
owned  by  AEI  Real  Estate Fund XVII  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  initial Lease term is 15 years.  The Lease  contains
renewal options which may extend the Lease term an additional  10
years.

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

         For  tax  purposes,  the  Partnership's  properties  are
depreciated  under the Modified Accelerated Cost Recovery  System
(MACRS).  The largest depreciable component of a property is  the
building  which  is depreciated, using the straight-line  method,
over  40  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, 1997, the property is  100  percent
occupied by the lessee.


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, 1997, there were 391 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,
beginning  in  1998,  the  Partnership may  purchase  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.

        Cash  distributions of $5,331 were made  to  the  General
Partners and $172,361 were made to the Limited Partners in  1997.
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  year  ended December 31, 1997, the  Partnership
recognized rental income of $4,001.  During the same period,  the
Partnership  also  earned  $112,806  in  investment  income  from
subscription  proceeds which were invested  in  short-term  money
market accounts.  This investment income constituted 97% of total
income.  The percentage of total income represented by investment
income   declines  as  subscription  proceeds  are  invested   in
properties.

        During  the year ended December 31, 1997, the Partnership
paid Partnership administration expenses to affiliated parties of
$137,699.  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 period, the  Partnership  incurred
Partnership administration and property management expenses  from
unrelated  parties  of  $640.  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,  1997,  the  Partnership's   cash
distribution rate was 7.0% 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.

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

       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.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the Partnership.  AEI is currently  analyzing  its
computer hardware and software systems to determine what, if any,
resources  need to be dedicated regarding Year 2000 issues.   The
Partnership  does  not  anticipate  any  significant  operational
impact  or  incurring material costs as a result of AEI  becoming
Year 2000 compliant.

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.  As set forth under  the
caption  "Estimated  Use  of Proceeds"  of  the  Prospectus,  the
General  Partners  anticipate that 14% of such proceeds  will  be
applied  to  cover  such  expenses if the  maximum  proceeds  are
obtained.   To  the  extent organization  and  offering  expenses
actually incurred exceed 15% of proceeds, they are borne  by  the
General Partners.

        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, 1997, the Partnership raised a
total  of  $7,655,996  from the sale  of  7,655.996  Units.   The
Managing  General Partner has extended the offering of  Units  to
the  earlier  of completion of sale of all Units  or  January  9,
1999.    From   subscription  proceeds,  the   Partnership   paid
organization and syndication costs (which constitute a  reduction
of capital) of $1,148,400.

        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.

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

        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  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.

         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.

        Beginning in 1998, 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.

        Until  capital is invested in properties, the Partnership
will  remain extremely liquid.  At December 31, 1997,  $5,808,792
or  88%  of  the  Partnership's  assets  were  in  cash  or  cash
equivalents  (including  accrued  interest  receivable).    After
completion of property acquisitions, the Partnership will attempt
to   maintain  a  cash  reserve  of  only  approximately  1%   of
subscription proceeds.  Because properties are purchased for cash
and  leased under triple-net leases, this is considered  adequate
to satisfy most contingencies.

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.
       
These and other risks to which the Partnership may be subject are
discussed in more detail in Exhibit 99 to this Form 10-KSB.

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, 1997 and 1996          

Statements for the Year Ended December 31, 1997 and for the
  Period From Inception (July 31, 1996) to December 31, 1996:

     Operations                                        

     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, 1997 and 1996 and  the  related
statements  of  operations, cash flows and changes  in  partners'
capital  for the year ended December 31, 1997 and for the  period
from  inception  (July  31, 1996) to December  31,  1996.   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, 1997 and 1996, and the results of its operations and
its  cash flows for the year ended December 31, 1997 and for  the
period  from inception (July 31, 1996) to December 31,  1996,  in
conformity with generally accepted accounting principles.




Minneapolis, Minnesota
February  4, 1998              Boulay, Heutmaker,  Zibell  &Co. P.L.L.P.
                               Certified Public Accountants

<PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
                           DECEMBER 31
                                
                             ASSETS
                                
                                                    1997             1996

CURRENT ASSETS:
  Cash and Cash Equivalents                    $ 5,808,792       $       943

INVESTMENTS IN REAL ESTATE:
  Land                                             295,020                 0
  Buildings and Equipment                          373,124                 0
  Property Acquisition Costs                        93,860                 0
  Accumulated Depreciation                            (668)                0
                                                -----------       -----------
      Net Investments in Real Estate               761,336                 0
                                                -----------       -----------
          Total Assets                         $ 6,570,128       $       943
                                                ===========       ===========


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.         $   161,446       $       300
  Distributions Payable                            100,335                 0
                                                -----------       -----------
      Total Current Liabilities                    261,781               300
                                                -----------       -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                  (4,970)              643
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 7,656 Units
   issued and outstanding in 1997                6,313,317                 0
                                                -----------       -----------
     Total Partners' Capital                     6,308,347               643
                                                -----------       -----------
      Total Liabilities and Partners' Capital  $ 6,570,128       $       943
                                                ===========       ===========
                                
                                
                                 
 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>
<PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                     STATEMENT OF OPERATIONS

        FOR THE YEAR ENDED DECEMBER 31, 1997 AND FOR THE
   PERIOD FROM INCEPTION (JULY 31, 1996) TO DECEMBER 31, 1996


                                                   1997             1996

INCOME:
  Rent                                          $   4,001       $       0
  Investment Income                               112,806               0
                                                 ---------       ---------
      Total Income                                116,807               0
                                                 ---------       ---------

EXPENSES:
  Partnership Administration - Affiliates         137,699             165
  Partnership Administration and Property
     Management - Unrelated Parties                   640             192
  Depreciation                                        668               0
                                                 ---------       ---------
      Total Expenses                              139,007             357
                                                 ---------       ---------

NET LOSS                                        $ (22,200)      $    (357)
                                                 =========       =========

NET LOSS ALLOCATED:
  General Partners                              $    (222)      $    (357)
  Limited Partners                                (21,978)              0
                                                 ---------       ---------
                                                $ (22,200)      $    (357)
                                                 =========       =========

NET LOSS PER LIMITED PARTNERSHIP UNIT
  (3,736 weighted average Units outstanding 
   in 1997)                                     $   (5.88)      $       0
                                                 =========       =========




 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 YEAR ENDED DECEMBER 31, 1997 AND FOR THE
   PERIOD FROM INCEPTION (JULY 31, 1996) TO DECEMBER 31, 1996


                                                      1997            1996

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                        $   (22,200)   $      (357)

 Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
    Depreciation                                          668              0
    Increase in Payable to AEI Fund Management, Inc.  161,146            300
                                                   -----------    -----------
       Total Adjustments                              161,814            300
                                                   -----------    -----------
       Net Cash Provided By (Used For)
           Operating Activities                       139,614            (57)
                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                         (762,004)             0
                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital Contributions from General Partners               0          1,000
  Capital Contributions from Limited Partners       7,655,996              0
  Organization and Syndication Costs               (1,148,400)             0
  Increase in Distributions Payable                   100,335              0
  Distributions to Partners                          (177,692)             0
                                                   -----------    -----------
       Net Cash Provided By
         Financing Activities                       6,430,239          1,000
                                                   -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS           5,807,849            943

CASH AND CASH EQUIVALENTS, beginning of period            943              0
                                                   -----------    -----------
CASH AND CASH EQUIVALENTS, end of period          $ 5,808,792    $       943
                                                   ===========    ===========



 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 YEAR ENDED DECEMBER 31, 1997 AND FOR THE
   PERIOD FROM INCEPTION (JULY 31, 1996) TO DECEMBER 31, 1996


                                                                      Limited
                                                                    Partnership
                              General       Limited                   Units
                              Partners      Partners      Total     Outstanding


BALANCE, July 31, 1996        $      0    $         0   $         0          0

 Capital Contributions           1,000              0         1,000          0

 Net Loss                         (357)             0          (357)
                               ---------   -----------   -----------  ---------
BALANCE, December 31, 1996         643              0           643          0

 Capital Contributions               0      7,655,996     7,655,996   7,656.00

 Organization & Syndication Costs  (60)    (1,148,340)   (1,148,400)

 Distributions                  (5,331)      (172,361)     (177,692)

  Net Loss                        (222)       (21,978)      (22,200)
                               ---------   -----------   -----------  ---------
BALANCE, December 31, 1997    $ (4,970)   $ 6,313,317   $ 6,308,347   7,656.00
                               =========   ===========   ===========  =========



 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>

                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996

(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 of  the  Partnership.
     Robert  P.  Johnson, the President and sole  shareholder  of
     AFM,  serves  as  the  Individual  General  Partner  of  the
     Partnership.  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.  Under the terms of  the
     Restated  Limited  Partnership  Agreement,  24,000   Limited
     Partnership Units are available for subscription  which,  if
     fully   subscribed,  will  result  in  contributed   Limited
     Partners' capital of $24,000,000.  The Partnership commenced
     operations  on  May  1, 1997 when minimum  subscriptions  of
     1,500  Limited Partnership Units ($1,500,000) were accepted.
     At  December  31,  1997, 7,655.996 Units  ($7,655,996)  were
     subscribed  and  accepted by the Partnership.   The  General
     Partners  have contributed capital of $1,000.  The  Managing
     General  Partner has extended the offering of Units  to  the
     earlier  of  completion of sale of all Units or  January  9,
     1999.
     
     During the operation of the Partnership, 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 the Partnership's 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  the  Partnership's
     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, 1997 AND 1996

(1)  Organization - (Continued)

     For  tax purposes, profits arising from the sale, financing,
     or  other disposition of the Partnership's 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 -

     Newly Issued Accounting Standards
     
       In June, 1997, Statement of Financial Accounting Standards
       No.  130 "Reporting Comprehensive Income" was approved for
       issuance  for  fiscal years beginning after  December  15,
       1997.   The  Partnership  adopted this  Statement  in  the
       fourth quarter of 1997.  The effect of this Statement  has
       been   determined  that  net  income/loss  for   financial
       statements and comprehensive income/loss is primarily  the
       same in all material respects.
     
     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.
       
                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996

(2)  Summary of Significant Accounting Policies - (Continued)
     
       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.
     
     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 or will be 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.
       
                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(2)  Summary of Significant Accounting Policies - (Continued)
     
       Real  estate is recorded at the lower of cost or estimated
       net  realizable value.  The Financial Accounting Standards
       Board  issued  Statement  No.  121,  "Accounting  for  the
       Impairment of Long-Lived Assets and for Long-Lived  Assets
       to   be   Disposed  Of"  which  was  effective   for   the
       Partnership's fiscal year ended December 31,  1996.   This
       standard  requires the Partnership to compare 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  Statement  requires  the  Partnership   to
       recognize  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.

(3)  Related Party Transactions -

     The  Partnership  owns a 40.0% interest in  a  TGI  Friday's
     restaurant  in  Greensburg,  Pennsylvania.   The   remaining
     interest  in  the property is owned by AEI Real Estate  Fund
     XVII 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 INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(3)  Related Party Transactions - (Continued)

     AEI,  AFM  and  AEI  Securities, Inc.  (ASI)  (formerly  AEI
     Incorporated)   received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:
     
                                    Total Incurred by the Partnership
                                   for the Year Ended December 31, 1997
                                    and for the Period From Inception
                                   (July 31, 1996) to December 31, 1996

                                                          1997       1996
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.                                           $ 137,699   $     165
                                                       ========    ========

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.          $     640   $     192
                                                       ========    ========

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 $11,414 for 1997.      $ 102,004   $       0
                                                       ========    ========

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.   $ 765,600    $       0
                                                      ========     ========

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(3)  Related Party Transactions - (Continued)

                                    Total Incurred by the Partnership
                                   for the Year Ended December 31, 1997
                                    and for the Period From Inception
                                   (July 31, 1996) to December 31, 1996

                                                          1997        1996

e.AEI is reimbursed for all costs incurred in
  connection with managing the Partnership's
  offering and organization.                          $ 153,495    $       0
                                                       ========     ========

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.          $ 229,305    $       0
                                                       ========     ========

     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance due for the services described in 3a, b, c, e and f.
     This balance is non-interest bearing and unsecured and is to
     be paid in the normal course of business.
     
(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
     term  is 15 years.  The Lease contains renewal options which
     may extend the Lease term an additional 10 years.  The Lease
     contains  rent  clauses  which entitle  the  Partnership  to
     receive additional rent in future years based on stated rent
     increases.
     
     The  Partnership's  property is a commercial,  single-tenant
     building  and was constructed and acquired in  1997.   There
     have been no costs capitalized as improvements subsequent to
     the acquisition.
     
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(4)  Investments in Real Estate - (Continued)

     The   cost   of   the   property  and  related   accumulated
     depreciation at December 31, 1997 are as follows:

                                  Buildings and                Accumulated
Property               Land         Equipment       Total      Depreciation

TGI Friday's
 Greensburg, PA     $ 295,020      $ 373,124      $ 668,144     $     668

     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  Partnership has incurred net costs of $102,004 relating
     to  the review of potential property acquisitions.  Of these
     costs,  $8,144 have been capitalized and allocated to  land,
     building and equipment.  The remaining costs of $93,860 have
     been   capitalized  and  will  be  allocated  to  properties
     acquired subsequent to December 31, 1997.
     
     The minimum future rentals on the Lease for years subsequent
     to December 31, 1997 are as follows:

                       1998          $    67,650
                       1999               68,414
                       2000               69,187
                       2001               69,969
                       2002               70,760
                       Thereafter        753,110
                                       ----------
                                     $ 1,099,090
                                       ==========
     
     There were no contingent rents recognized in 1997.
     
                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(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 year ended December 31:
      
                                                              1997
      Tenants                      Industry

     Ohio Valley Bistros, Inc.     Restaurant             $    4,001
                                                           ----------

     Aggregate rent revenue of major tenants              $    4,001
                                                           ==========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                         100%
                                                           ==========

(6)  Partners' Capital -

     Cash  distributions  of  $5,331 were  made  to  the  General
     Partners and $172,361 were made to the Limited Partners  for
     the  year  ended  December 31, 1997.  The Limited  Partners'
     distributions represent $46.14 per Limited Partnership  Unit
     outstanding using 3,736 weighted average Units in 1997.  The
     distributions  represent $-0- per Unit  of  Net  Income  and
     $46.14 per Unit of return of contributed capital in 1997.
     
     Beginning  in 1998, 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.

                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(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:
     
                                                  1997             1996
     
     Net Loss for Financial
      Reporting Purposes                       $ (22,200)       $     (357)
     
     Depreciation for Tax Purposes
      Over Depreciation for Financial
      Reporting Purposes                            (388)                0
     
     Capitalized Start-Up Costs
      Under Section 195                          137,668               357
     
     Amortization of Start-Up and
      Organization Costs                            (167)                0
                                                ----------       ----------
           Taxable Income to Partners          $ 114,913        $        0
                                                ==========       ==========
      

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
                                
(7)  Income Taxes - (Continued)
     
     The  following is a reconciliation of Partners' capital  for
     financial  reporting purposes to Partners' capital  reported
     for   federal  income  tax  purposes  for  the  years  ended
     December 31:
     
                                                    1997            1996
      
     Partners' Capital for
      Financial Reporting Purposes              $ 6,308,347      $       643
     
     Depreciation for Tax Purposes
      Over Depreciation for Financial
      Reporting Purposes                               (388)               0
     
     Capitalized Start-Up Costs
      Under Section 195                             138,024              357
     
     Amortization of Start-Up and
      Organization Costs                               (167)               0
     
     Organization and Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes            1,148,400                0
                                                 -----------      -----------
           Partners' Capital for
              Tax Reporting Purposes            $ 7,594,216      $     1,000
                                                 ===========      ===========

(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:
     
                                          1997                     1996
                                 Carrying      Fair       Carrying      Fair
                                  Amount       Value       Amount       Value
     
     Cash                      $       307  $       307   $     943  $     943
     Money Market Funds          5,808,485    5,808,485           0          0
                                -----------  -----------   ---------  ---------
          Total Cash and
            Cash Equivalents   $ 5,808,792  $ 5,808,792   $     943  $     943
                                ===========  ===========   =========  =========
     
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 53, 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 August, 1998.  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  sixteen  other  limited
partnerships.

        Mark  E.  Larson,  age 45, 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  August,
1998.  Mr. Larson has been employed by AEI Fund Management,  Inc.
and  affiliated  entities since 1985.  From  1979  to  1985,  Mr.
Larson   was  with  Apache  Corporation  as  manager  of  Program
Accounting  responsible  for  the  accounting  and  reports   for
approximately 46 public partnerships.  Mr. Larson is  responsible
for   supervising  the  accounting  functions  of  AFM  and   the
registrant.

ITEM 10.  EXECUTIVE COMPENSATION.

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

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

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 1998:

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

   AEI Fund Management XXI, Inc.                       0            0%
   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

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, 1997.
 
Person or Entity                                      Amount Incurred From
 Receiving                   Form and Method          Inception (July 31, 1996)
Compensation                 of Compensation          To December 31, 1997

AEI Securities, Inc.   Selling Commissions  equal            $765,600
(formerly AEI          to 8% of proceeds plus a 2%   
Incorporated)          nonaccountable expense 
                       allowance, most of which was 
                       reallowed to Participating
                       Dealers.

General Partners and   Reimbursement at Cost for            $382,800
Affiliates             other Organization and 
                       Offering Costs.

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, 1997

General Partners and   Reimbursement at Cost for           $102,004
Affiliates             all Acquisition Expenses

General Partners       3% of Net Cash Flow in any          $  5,331
                       fiscal year.                        

General Partners and   Reimbursement at Cost for           $137,864
Affiliates             all 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         $      0
                       Proceeds 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, 1997, 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    Form   of   Impoundment
                     Agreement  with Fidelity Bank  (incorporated
                     by   reference   to  Exhibit   10   of   the
                     registrant's Registration Statement on  Form
                     SB-2  filed with the Commission on September
                     13, 1996 [File No. 333-5604]).

             10.2    Sale and Leaseback Financing
                     Commitment  dated May 13, 1997  between  AEI
                     Fund   Management,  Inc.  and  Ohio   Valley
                     Bistros,  Inc.  relating  to  the  sale  and
                     leaseback  of  a TGI Friday's restaurant  at
                     #1507,    Rural   Route   #6,    Greensburg,
                     Pennsylvania  (incorporated by reference  to
                     Exhibit  10.1 of Form 10-QSB filed with  the
                     Commission on November 7, 1997).

             10.3    Assignment  of  Sale   and
                     Leaseback    Financing   Commitment    dated
                     November  14, 1997, between the  Partnership
                     and  AEI  Fund Management, Inc. relating  to
                     the  sale  and  leaseback of a TGI  Friday's
                     restaurant   at  #1507,  Rural   Route   #6,
                     Greensburg,  Pennsylvania  (incorporated  by
                     reference  to  Exhibit 10.2 of  Form  10-QSB
                     filed  with  the Commission on  November  7,
                     1997).

             10.4    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).

                27   Financial Data Schedule for
                     year ended December 31, 1997.

                99   Forward Looking Statements -
                     Cautionary Statement

          B.   Reports on Form 8-K -     During
               the  quarter ended December 31,  1997,
               the  Partnership  filed  a  Form  8-K,
               dated  December  18,  1997,  reporting
               the  acquisition  of  a  TGI  Friday's
               restaurant        in       Greensburg,
               Pennsylvania.


                           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 9, 1998              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 9, 1998
Robert P. Johnson       and Sole Director of Managing General
                        Partner

/s/ Mark E. Larson      Executive Vice President, Treasurer     March 9, 1998
Mark E. Larson          and Chief Financial Officer
                        (Principal Accounting Officer)