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, 1998
                                
                 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,  1998  were
$545,711.

As  of  February 28, 1999, there were 16,895.222 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 $16,895,222.


               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.   As  of  December  31,  1998,  the  Partnership  had
purchased  four  properties, including partial interests  in  two
properties,  at  a total cost of $2,259,871.  The properties  are
all  commercial, single tenant buildings leased under triple  net
leases.    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.

        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.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership will advance funds  to  ADC
for  the  construction of a Champps Americana restaurant  on  the
site.   Through December 31, 1998, the Partnership  had  advanced
$265,893  for  the construction of the property and was  charging
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 approximately $906,000.   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.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

        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 will advance funds to RTM for the construction of  an
Arby's  restaurant on the site.  Through December 31,  1998,  the
Partnership  had  advanced $38,647 for the  construction  of  the
property and was charging interest on the advances at a  rate  of
6.75%.  The total purchase price, including the cost of the land,
will  be  approximately $1,424,500.  After  the  construction  is
complete,  the Lease Agreement will be amended to require  annual
rental payments of approximately $93,000.

        On  November 25, 1998, the Partnership purchased a parcel
of  land in Ft. 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.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership will advance funds to TWI for the construction  of  a
Tumbleweed  restaurant on the site.  Through December  31,  1998,
the  Partnership had advanced $36,080 for the construction of the
property and was charging interest on the advances at a  rate  of
8.5%.   The total purchase price, including the cost of the land,
will  be  approximately $1,312,250.  After  the  construction  is
complete,  the Lease Agreement will be amended to require  annual
rental payments of approximately $134,500.

       On January 26, 1999, the Partnership purchased a Hollywood
Video  store  in Saraland, Alabama for approximately  $1,332,000.
The  property is leased to Hollywood Entertainment Corp. under  a
Lease Agreement with a primary term of 15 years and annual rental
payments of approximately $129,600.

Major Tenants

        During  1998,  two  of  the  Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  91%
of  the Partnership's total rental revenue in 1998.  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 1999  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 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  has
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 intends to monitor and communicate  with
tenants regarding Year 2000 compliance, although there can be  no
assurance  that the systems of the various tenants will  be  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, 1998.
<TABLE>
<CAPTION>

                                   Total Property               Annual       Annual
                         Purchase    Acquisition                Lease        Rent
   Property                 Date        Costs       Lessee      Payment     Per Sq. Ft.
<S>                      <C>       <C>         <C>             <C>          <C> 
TGI Friday's Restaurant
  Greensburg, PA                                 Ohio Valley
  (40.0%)                 12/10/97  $ 668,144    Bistros, Inc.  $  67,650    $37.50

Champps Americana
  Restaurant
  Centerville, OH
  (23.0%)                                         Americana
  (land only) (1)         6/29/98   $ 425,727    Dining Corp.   $ 29,801     $13.83

Arby's Restaurant
  Homewood, AL                                      RTM
  (land only) (1)        11/20/98   $ 696,000   Alabama, Inc.   $ 46,980     $14.43

Tumbleweed Restaurant
  Ft. Wayne, IN
  (land only) (1)        11/25/98   $ 470,000  Tumbleweed, Inc. $ 39,950     $ 7.01

<FN>
(1)  Restaurant was under construction as of December 31, 1998.
</FN>
</TABLE>

        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.

        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 for 15  years,  except  the
Champps  restaurant and the Arby's restaurant, which  have  Lease
terms  of  20 years.  The Leases have renewal options  which  may
extend  the Lease term an additional 10 years, except the Champps
restaurant which has a renewal option which may extend the  Lease
term an additional 15 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.

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  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, 1998, the completed properties  are
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, 1998, there were 702 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  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.   As  of
December  31,  1998, the Partnership has not acquired  any  Units
from Limited Partners.

        Cash distributions of $25,063 and $5,331 were made to the
General  Partners  and $810,404 and $172,361  were  made  to  the
Limited   Partners   in   1998  and  1997,   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, 1998  and  1997,  the
Partnership  recognized  rental income of  $108,451  and  $4,001,
respectively.   During  the same periods,  the  Partnership  also
earned  $437,260 and $112,806, respectively, in investment income
from  subscription  proceeds which were  invested  in  short-term
money  market  accounts.  This investment income constituted  80%
and  97%, 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, 1998 and  1997,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $219,705 and $137,699, 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  $13,367  and  $640,  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,  1998,  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.

       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  has
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.

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

        The  Partnership intends to monitor and communicate  with
tenants regarding Year 2000 compliance, although there can be  no
assurance  that the systems of the various tenants will  be  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, 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 $2,310,908.

        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  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.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (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.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership will advance funds  to  ADC
for  the  construction of a Champps Americana restaurant  on  the
site.   Through December 31, 1998, the Partnership  had  advanced
$265,893  for  the construction of the property and was  charging
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 approximately $906,000.   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 will advance funds to RTM for the construction of  an
Arby's  restaurant on the site.  Through December 31,  1998,  the
Partnership  had  advanced $38,647 for the  construction  of  the
property and was charging interest on the advances at a  rate  of
6.75%.  The total purchase price, including the cost of the land,
will  be  approximately $1,424,500.  After  the  construction  is
complete,  the Lease Agreement will be amended to require  annual
rental payments of approximately $93,000.

        On  November 25, 1998, the Partnership purchased a parcel
of  land in Ft. 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.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership will advance funds to TWI for the construction  of  a
Tumbleweed  restaurant on the site.  Through December  31,  1998,
the  Partnership had advanced $36,080 for the construction of the
property and was charging interest on the advances at a  rate  of
8.5%.   The total purchase price, including the cost of the land,
will  be  approximately $1,312,250.  After  the  construction  is
complete,  the Lease Agreement will be amended to require  annual
rental payments of approximately $134,500.

       On January 26, 1999, the Partnership purchased a Hollywood
Video  store  in Saraland, Alabama for approximately  $1,332,000.
The  property is leased to Hollywood Entertainment Corp. under  a
Lease Agreement with a primary term of 15 years and annual rental
payments of approximately $129,600.

         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.

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

        The  Partnership may acquire Units from Limited  Partners
who have tendered their Units to the Partnership.  Such Units may
be  acquired at a discount.  The Partnership 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.   As  of
December  31,  1998, the Partnership has not acquired  any  Units
from Limited Partners.

        Until  capital is invested in properties, the Partnership
will  remain extremely liquid.  At December 31, 1998, $10,253,076
or  77%  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.

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, 1998 and 1997          

Statements for the Years Ended December 31, 1998 and 1997:

     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, 1998 and 1997 and  the  related
statements  of  operations, 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, 1998 and 1997, and the results of its operations and
its  cash  flows  for  the years then ended, in  conformity  with
generally accepted accounting principles.





Minneapolis, Minnesota     /s/ BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
January 27, 1999               Boulay, Heutmaker, Zibell & Co. P.L.L.P.
                               Certified Public Accountants


<PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
                           DECEMBER 31
                                
                             ASSETS
                                
                                                       1998           1997

CURRENT ASSETS:
  Cash and Cash Equivalents                        $10,206,442    $ 5,808,792
  Receivables                                           46,634              0
                                                    -----------    -----------
      Total Current Assets                          10,253,076      5,808,792
                                                    -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                               1,886,747        295,020
  Buildings and Equipment                              373,124        373,124
  Construction in Progress                             340,620              0
  Property Acquisition Costs                           460,047         93,860
  Accumulated Depreciation                             (16,693)          (668)
                                                    -----------    -----------
     Net Investments in Real Estate                  3,043,845        761,336
                                                    -----------    -----------
        Total Assets                               $13,296,921    $ 6,570,128
                                                    ===========    ===========


                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.             $   144,805    $   161,446
  Distributions Payable                                255,963        100,335
                                                    -----------    -----------
      Total Current Liabilities                        400,768        261,781
                                                    -----------    -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                     (21,135)        (4,970)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 15,945 and
   7,656 Units issued and outstanding in 1998
   and 1997, respectively                           12,917,288      6,313,317
                                                    -----------    -----------
     Total Partners' Capital                        12,896,153      6,308,347
                                                    -----------    -----------
        Total Liabilities and Partners' Capital    $13,296,921    $ 6,570,128
                                                    ===========    ===========
                                
                                
 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 YEARS ENDED DECEMBER 31


                                                      1998           1997

INCOME:
  Rent                                            $   108,451   $     4,001
  Investment Income                                   437,260       112,806
                                                   -----------   -----------
      Total Income                                    545,711       116,807
                                                   -----------   -----------

EXPENSES:
  Partnership Administration - Affiliates             219,705       137,699
  Partnership Administration and Property
     Management - Unrelated Parties                    13,367           640
  Depreciation                                         16,025           668
                                                   -----------   -----------
      Total Expenses                                  249,097       139,007
                                                   -----------   -----------

NET INCOME (LOSS)                                 $   296,614   $   (22,200)
                                                   ===========   ===========

NET INCOME (LOSS) ALLOCATED:
  General Partners                                $     8,898   $      (222)
  Limited Partners                                    287,716       (21,978)
                                                   -----------   -----------
                                                  $   296,614   $   (22,200)
                                                   ===========   ===========

NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT
  (11,627 and 3,736 weighted average Units
  outstanding in 1998 and 1997, respectively)     $     24.75   $     (5.88)
                                                   ===========   ===========



 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

 
                                                        1998           1997

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                $   296,614    $   (22,200)

  Adjustments To Reconcile Net Income (Loss)
  To Net Cash Provided By Operating Activities:
     Depreciation                                       16,025            668
     Increase in Receivables                           (46,634)             0
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                      (16,641)       161,146
                                                    -----------    -----------
       Total Adjustments                               (47,250)       161,814
                                                    ------------   -----------
       Net Cash Provided By
           Operating Activities                        249,364        139,614
                                                    ------------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investments in Real Estate                     (2,298,534)      (762,004)
                                                    ------------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital Contributions from Limited Partners        8,289,167      7,655,996
  Organization and Syndication Costs                (1,162,508)    (1,148,400)
  Increase in Distributions Payable                    155,628        100,335
  Distributions to Partners                           (835,467)      (177,692)
                                                    -----------    -----------
       Net Cash Provided By
           Financing Activities                      6,446,820      6,430,239
                                                    -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS            4,397,650      5,807,849

CASH AND CASH EQUIVALENTS, beginning of period       5,808,792            943
                                                    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period           $10,206,442    $ 5,808,792
                                                    ===========    ===========


 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, 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

  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
                             =========    ===========   ===========  ==========



 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, 1998 AND 1997

(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.
     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).    The  General  Partners  have   contributed
     capital of $1,000.
     
     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, 1998 AND 1997

(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 -

     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, 1998 AND 1997

(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 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.
       
       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, 1998 AND 1997
                                
(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.
     The Partnership owns a 23.0% interest in a Champps Americana
     restaurant in Centerville, Ohio.  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.
     
     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)  (formerly  AEI
     Incorporated)   received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:
     
                                            Total Incurred by the Partnership
                                             for the Years Ended December 31

                                                      1998           1997
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.                                       $ 219,705        $ 137,699
                                                   =========        =========

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.      $  13,367        $     640
                                                   =========        =========


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(3)  Related Party Transactions - (Continued)

                                             Total Incurred by the Partnership
                                              for the Years Ended December 31

                                                         1998         1997
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 $69,323 and $11,414
  for 1998 and 1997, respectively.                    $ 366,187    $ 102,004
                                                       =========    =========

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.    $ 828,917   $ 765,600
                                                       ========    ========

e.AEI is reimbursed for all costs incurred in
  connection with managing the Partnership's
  offering and organization.                          $  96,901   $ 153,495
                                                       ========    ========

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.          $ 236,690   $ 229,305
                                                       ========    ========

     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.

     
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(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  for 15 years, except the Champps restaurant  and
     the  Arby's restaurant which have Lease terms of  20  years.
     The  Leases have renewal options which may extend the  Lease
     term  an  additional 10 years, except the Champps restaurant
     which  has a renewal option which may extend the Lease  term
     an  additional 15 years.  The Leases have 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
     and   1998.   There  have  been  no  costs  capitalized   as
     improvements subsequent to the acquisition.
     
     The   cost   of   the   property  and  related   accumulated
     depreciation at December 31, 1998 are as follows:


                                         Buildings and             Accumulated
    Property                      Land     Equipment      Total   Depreciation

TGI Friday's, Greensburg, PA  $  295,020  $  373,124  $   668,144    $ 16,693
Champps Americana
   Centerville, OH               425,727           0      425,727           0
Arby's, Homewood, AL             696,000           0      696,000           0
Tumbleweed, Ft. Wayne, IN        470,000           0      470,000           0
                               ----------  ----------  -----------   ---------
                              $1,886,747  $  373,124  $ 2,259,871   $  16,693
                               ==========  ==========  ===========   =========

     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.
     
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(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.
     Simultaneously   with  the  purchase  of   the   land,   the
     Partnership  entered into a Development Financing  Agreement
     under  which the Partnership will advance funds to  ADC  for
     the  construction of a Champps Americana restaurant  on  the
     site.   Through  December  31,  1998,  the  Partnership  had
     advanced  $265,893 for the construction of the property  and
     was  charging  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
     approximately $906,000.
     
     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 will advance funds to  RTM  for
     the  construction  of  an  Arby's restaurant  on  the  site.
     Through  December  31,  1998, the Partnership  had  advanced
     $38,647  for  the  construction  of  the  property  and  was
     charging  interest on the advances at a rate of 6.75%.   The
     total  purchase price, including the cost of the land,  will
     be  approximately  $1,424,500.  After  the  construction  is
     complete,  the  Lease Agreement will be amended  to  require
     annual rental payments of approximately $93,000.
     
     On  November 25, 1998, the Partnership purchased a parcel of
     land in Ft. 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.  Simultaneously with the purchase of the land,  the
     Partnership  entered into a Development Financing  Agreement
     under  which the Partnership will advance funds to  TWI  for
     the  construction of a Tumbleweed restaurant  on  the  site.
     Through  December  31,  1998, the Partnership  had  advanced
     $36,080  for  the  construction  of  the  property  and  was
     charging  interest on the advances at a rate of  8.5%.   The
     total  purchase price, including the cost of the land,  will
     be  approximately  $1,312,250.  After  the  construction  is
     complete,  the  Lease Agreement will be amended  to  require
     annual rental payments of approximately $134,500.
     
     On  January 26, 1999, the Partnership purchased a  Hollywood
     Video   store   in   Saraland,  Alabama  for   approximately
     $1,332,000.    The   property   is   leased   to   Hollywood
     Entertainment Corp. under a Lease Agreement with  a  primary
     term of 15 years and annual rental payments of approximately
     $129,600.
     
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(4)  Investments in Real Estate - (Continued)

     The  Partnership has incurred net costs of $468,191 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  $460,047
     have  been  capitalized and will be allocated to  properties
     acquired subsequent to December 31, 1998.
     
     The minimum future rentals on the Lease for years subsequent
     to December 31, 1998 are as follows:

                       1999          $   200,045
                       2000              200,818
                       2001              201,600
                       2002              202,391
                       2003              203,191
                       Thereafter      2,426,671
                                      -----------
                                     $ 3,434,716
                                      ===========
     
     There were no contingent rents recognized in 1998 or 1997.
     
(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:
     
                                                     1998           1997
        Tenants                    Industry

     Ohio Valley Bistros, Inc.    Restaurant      $  67,650     $   4,001
     Americana Dining Corp.       Restaurant         31,456           N/A
                                                   ---------     ---------

     Aggregate rent revenue of major tenants      $  99,106     $   4,001
                                                   =========     =========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                 91%          100%
                                                   =========     =========

                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(6)  Partners' Capital -

     Cash  distributions of $25,063 and $5,331 were made  to  the
     General Partners and $810,404 and $172,361 were made to  the
     Limited  Partners for the years ended December 31, 1998  and
     1997,  respectively.   The  Limited Partners'  distributions
     represent  $69.70  and $46.14 per Limited  Partnership  Unit
     outstanding using 11,627 and 3,736 weighted average Units in
     1998  and  1997, respectively.  The distributions  represent
     $24.75 and $-0- per Unit of Net Income and $44.95 and $46.14
     per  Unit of return of contributed capital in 1998 and 1997,
     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.   As of December 31, 1998, the Partnership  has
     not acquired any Units from Limited Partners.

(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:
     
                                                  1998           1997
     
     Net Income (Loss) for Financial
      Reporting Purposes                       $  296,614     $  (22,200)
     
     Depreciation for Tax Purposes
      (Over) Under Depreciation for Financial
      Reporting Purposes                            2,236           (388)
     
     Capitalized Start-Up Costs
      Under Section 195                           208,386        137,668
     
     Amortization of Start-Up and
      Organization Costs                           (6,319)          (167)
                                               -----------    -----------
           Taxable Income to Partners         $   500,917    $   114,913
                                               ===========    ===========
     

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1998 AND 1997
                                
(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:
     
                                                     1998           1997
     
     Partners' Capital for
      Financial Reporting Purposes               $ 12,896,153   $  6,308,347
     
     Depreciation for Tax Purposes
      (Over) Under Depreciation for Financial
      Reporting Purposes                                1,848           (388)
     
     Capitalized Start-Up Costs
      Under Section 195                               346,410        138,024
     
     Amortization of Start-Up and
      Organization Costs                               (6,486)          (167)
     
     Organization and Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes              2,281,032      1,148,400
                                                   -----------    -----------
           Partners' Capital for
              Tax Reporting Purposes              $15,518,957    $ 7,594,216
                                                   ===========    ===========

(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:
     
                                     1998                     1997
                            Carrying       Fair       Carrying      Fair
                             Amount        Value       Amount       Value
     
     Cash                 $       188  $       188   $       307  $       307
     Money Market Funds    10,206,254   10,206,254     5,808,485    5,808,485
                           -----------  -----------   -----------  -----------
       Total Cash and
         Cash Equivalents $10,206,442  $10,206,442   $ 5,808,792  $ 5,808,792
                           ===========  ===========   ===========  ===========

     
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 54, 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, 1999.  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  seventeen  other  limited
partnerships.

        Mark  E.  Larson,  age 46, 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,
1999.  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, 1999:

     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, 1998.

Person or Entity                                         Amount Incurred From
  Receiving                   Form and Method         Inception (July 31, 1996)
 Compensation                 of Compensation           To December 31, 1998

AEI Securities, Inc.  Selling Commissions equal to 8% of     $1,594,517
(formerly AEI         proceeds plus a 2% nonaccountable 
Incorporated)         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, 1998

General Partners and  Reimbursement at Cost for other        $  716,391
Affiliates            Organization and Offering Costs.

General Partners and  Reimbursement at Cost for all          $  468,191
Affiliates            Acquisition Expenses

General Partners      3% of Net Cash Flow in any fiscal      $   30,394
                      year.

General Partners and  Reimbursement at Cost for all          $  357,404
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 of $       0
                      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, 1998, 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).

               10.5  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).

               10.6  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).

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

          A.   Exhibits -
                                     Description

               10.7  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).

               10.8  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).

               10.9  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).

              10.10  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.

              10.11  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.

              10.12  Development  Financing  Agreement
                     dated   November   25,  1998   between   the
                     Partnership  and Tumbleweed,  Inc.  relating
                     to  the  property  at 6040  Lima  Road,  Ft.
                     Wayne, Indiana.

              10.13  Net   Lease   Agreement   dated
                     November  25,  1998 between the  Partnership
                     and   Tumbleweed,  Inc.  relating   to   the
                     property  at  6040  Lima  Road,  Ft.  Wayne,
                     Indiana.

              10.14  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.

              10.15  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.

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

          A.   Exhibits -
                                 Description

                27   Financial Data Schedule for
                     year ended December 31, 1998.

                99   Forward Looking Statements -
                     Cautionary Statement

          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 12, 1999             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 12, 1999
    Robert P. Johnson   and Sole Director of Managing General
                        Partner

/s/ Mark E. Larson      Executive Vice President, Treasurer      March 12, 1999
    Mark E. Larson      and Chief Financial Officer
                        (Principal Accounting Officer)