SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

           Quarterly Report Under Section 13 or 15(d)
             of The Securities Exchange Act of 1934

           For the Quarter Ended:  September 30, 1999

                 Commission file number:  24003


          AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact Name of Small Business Issuer as Specified 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)


                         Not Applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)

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 preceding 12 months (or for such shorter  period
that  the registrant was required to file such reports), and  (2)
has  been  subject to such filing requirements for  the  past  90
days.

                         Yes  [X]     No

         Transitional Small Business Disclosure Format:

                         Yes          No  [X]




        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP


                              INDEX




PART I. Financial Information

 Item 1. Balance Sheet as of September 30, 1999 and December 31, 1998

          Statements for the Periods ended September 30, 1999 and 1998:

           Operations

           Cash Flows

           Changes in Partners' Capital

         Notes to Financial Statements

 Item 2. Management's Discussion and Analysis

PART II.Other Information

 Item 1. Legal Proceedings

 Item 2. Changes in Securities

 Item 3. Defaults Upon Senior Securities

 Item 4. Submission of Matters to a Vote of Security Holders

 Item 5. Other Information

 Item 6. Exhibits and Reports on Form 8-K

<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                          BALANCE SHEET

            SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

                             ASSETS

                                                     1999           1998

CURRENT ASSETS:
  Cash and Cash Equivalents                      $   376,518     $10,206,442
  Receivables                                              0          46,634
                                                  -----------     -----------
      Total Current Assets                           376,518      10,253,076
                                                  -----------     -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             4,980,913       1,886,747
  Buildings and Equipment                          8,381,097         373,124
  Construction in Progress                                 0         340,620
  Property Acquisition Costs                               0         460,047
  Accumulated Depreciation                          (113,251)        (16,693)
                                                  -----------     -----------
      Net Investments in Real Estate              13,248,759       3,043,845
                                                  -----------     -----------
           Total  Assets                         $13,625,277     $13,296,921
                                                  ===========     ===========


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $    18,683     $   144,805
  Distributions Payable                              345,124         255,963
  Unearned Rent                                       30,047               0
                                                  -----------     -----------
      Total Current Liabilities                      393,854         400,768
                                                  -----------     -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   (35,925)        (21,135)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 16,808  and
   13,948 Units issued and outstanding
   in 1999 and 1998, respectively                 13,267,348      12,917,288
                                                  -----------     -----------
      Total Partners' Capital                     13,231,423      12,896,153
                                                  -----------     -----------
        Total Liabilities and Partners' Capital  $13,625,277     $13,296,921
                                                  ===========     ===========

 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                     STATEMENT OF OPERATIONS

               FOR THE PERIODS ENDED SEPTEMBER 30

                           (Unaudited)


                                Three Months Ended        Nine Months Ended
                              9/30/99       9/30/98     9/30/99       9/30/98

INCOME:
   Rent                      $ 231,138    $  39,918     $ 410,376   $  74,463
   Investment Income            44,905      118,024       268,716     315,280
                              ---------    ---------     ---------   ---------
        Total Income           276,043      157,942       679,092     389,743
                              ---------    ---------     ---------   ---------

EXPENSES:
   Partnership Administration -
     Affiliates                 40,511       50,591       125,014     158,561
   Partnership Administration
     and Property Management -
     Unrelated  Parties          5,790        1,020        17,948      12,056
   Depreciation                 64,862        4,006        96,558      12,018
                              ---------    ---------     ---------   ---------
        Total Expenses         111,163       55,617       239,520     182,635
                              ---------    ---------    ----------   ---------

NET INCOME                   $ 164,880    $ 102,325    $  439,572   $ 207,108
                              =========    =========    ==========   =========

NET INCOME ALLOCATED:
   General Partners          $   4,946    $   3,069    $   13,187   $   6,213
   Limited Partners            159,934       99,256       426,385     200,895
                              ---------    ---------    ----------   ---------
                             $ 164,880    $ 102,325    $  439,572   $ 207,108
                              =========    =========    ==========   =========

NET INCOME (LOSS) PER
 LIMITED PARTNERSHIP UNIT
 (16,808, 12,894, 16,769 and
 10,665 weighted average Units
 outstanding for the periods,
 respectively)               $    9.52    $    7.70    $    25.43   $   18.84
                              =========    =========    ==========   =========



 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 PERIODS ENDED SEPTEMBER 30

                           (Unaudited)

                                                         1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income                                       $   439,572   $   207,108

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                         96,558        12,018
     (Increase) Decrease in Receivables                   46,634       (24,977)
     Decrease in Payable
        to AEI Fund Management, Inc.                    (126,122)       (8,460)
     Increase in Unearned Rent                            30,047         5,637
                                                      -----------   -----------
        Total Adjustments                                 47,117       (15,782)
                                                      -----------   -----------
        Net Cash Provided By
        Operating Activities                             486,689       191,326
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investments in Real Estate                      (10,301,472)     (770,979)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital Contributions from Limited Partners           972,059     6,292,182
   Organization and Syndication Costs                   (143,785)     (924,018)
   Increase in Distributions Payable                      89,161       127,689
   Distributions to Partners                            (842,647)     (574,691)
   Redemption Payments                                   (89,929)            0
                                                      -----------   -----------
        Net Cash Provided By (Used For)
        Financing Activities                             (15,141)    4,921,162
                                                      -----------   -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                  (9,829,924)    4,341,509

CASH AND CASH EQUIVALENTS, beginning of period        10,206,442     5,808,792
                                                      -----------   -----------
CASH AND CASH EQUIVALENTS, end of period             $   376,518   $10,150,301
                                                      ===========   ===========


 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 PERIODS ENDED SEPTEMBER 30

                           (Unaudited)

                                                                     Limited
                                                                   Partnership
                             General      Limited                     Units
                             Partners     Partners      Total      Outstanding


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

  Capital Contributions            0      6,292,182    6,292,182     6,292.18

  Organization and
   Syndication Costs               0       (924,018)    (924,018)

  Distributions              (17,240)      (557,451)    (574,691)

  Net Income                   6,213        200,895      207,108
                             ---------   -----------  -----------  -----------
BALANCE, September 30, 1998 $(15,997)   $11,324,925  $11,308,928    13,948.18
                             =========   ===========  ===========  ===========


BALANCE, December 31, 1998  $(21,135)   $12,917,288  $12,896,153    15,945.16

  Capital Contributions            0        972,059      972,059       972.06

  Organization and
   Syndication Costs               0       (143,785)    (143,785)

  Redemptions                 (2,698)       (87,231)     (89,929)     (109.04)

  Distributions              (25,279)      (817,368)    (842,647)

  Net Income                  13,187        426,385      439,572
                             ---------   -----------  -----------  -----------
BALANCE, September 30, 1999 $(35,925)   $13,267,348  $13,231,423    16,808.18
                             =========   ===========  ===========  ===========

 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                       SEPTEMBER 30, 1999

                           (Unaudited)

(1)  The  condensed  statements included herein have been  prepared
     by  the Partnership, without audit, pursuant to the rules  and
     regulations  of  the Securities and Exchange  Commission,  and
     reflect   all  adjustments  which  are,  in  the  opinion   of
     management,  necessary to a fair statement of the  results  of
     operations for the interim period, on a basis consistent  with
     the  annual audited statements.  The adjustments made to these
     condensed   statements  consist  only  of   normal   recurring
     adjustments.   Certain information, accounting  policies,  and
     footnote    disclosures   normally   included   in   financial
     statements  prepared  in  accordance with  generally  accepted
     accounting principles have been condensed or omitted  pursuant
     to  such  rules  and  regulations,  although  the  Partnership
     believes  that  the  disclosures  are  adequate  to  make  the
     information  presented not misleading.  It is  suggested  that
     these  condensed financial statements be read  in  conjunction
     with  the  financial statements and the summary of significant
     accounting  policies  and  notes  thereto  included   in   the
     Partnership's latest annual report on Form 10-KSB.

(2)  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.,  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 were available for subscription which,  if
     fully   subscribed,  would  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.
     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.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(2)  Organization - (Continued)

     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.

     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.

(3)  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  Americana
     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 15 years, except the TGI
     Friday's,  Arby's  and  Tumbleweed  restaurants  which  have
     renewal   options  which  may  extend  the  Lease  term   an
     additional  10  years  and  the  Hollywood  Video  store  in
     Saraland, Alabama which has renewal options which may extend
     the Lease term an additional 20 years.  The Leases have rent
     clauses  which entitle the Partnership to receive additional
     rent in future years based on stated rent increases.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

     The  Partnership's  properties are all  commercial,  single-
     tenant  buildings.   The cost of the  property  and  related
     accumulated  depreciation  at  September  30,  1999  are  as
     follows:

                                            Buildings and         Accumulated
Property                          Land        Equipment    Total  Depreciation

TGI Friday's, Greensburg, PA  $  295,020   $  373,124  $   668,144  $  28,711
Hollywood Video, Saraland, AL    573,203      804,688    1,377,891     22,800
Champps Americana,
   Centerville, OH               468,050      456,793      924,843     14,264
Arby's, Homewood, AL             748,169      644,423    1,392,592     7,322
Children's World, Abingdon, MD   208,416      843,356    1,051,772     7,028
Children's World, Houston, TX    124,577      767,642      892,219     6,397
Children's World, Pearland, TX   204,105      739,310      943,415     6,161
Children's World, DePere, WI     264,185      923,267    1,187,452     7,694
Hollywood Video, Minot, ND       619,597      710,403    1,330,000     5,920
Hollywood Video,
   Muscle Shoals, AL             600,315      740,312    1,340,627     3,702
Tumbleweed, Ft. Wayne, IN        489,027      827,668    1,316,695     3,252
Marie Callender's- Henderson, NV 386,249      550,111      936,360         0
                               ----------   ----------  -----------  ---------
                              $4,980,913   $8,381,097  $13,362,010  $113,251
                               ==========   ==========  ===========  =========

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (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 advanced funds to RTM  for  the
     construction  of  an Arby's restaurant  on  the  site.   The
     Partnership charged interest on the advances at  a  rate  of
     6.75%.    On  July  9,  1999,  after  the  development   was
     completed, the Lease Agreement was amended to require annual
     rental   payments  of  $87,135.   Total  acquisition  costs,
     including the cost of the land, were $1,392,592.

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

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

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

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

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

     On  September  28,  1999, the Partnership  purchased  a  53%
     interest  in  a  Marie Callender's restaurant in  Henderson,
     Nevada  for  $936,360.   The property  is  leased  to  Marie
     Callender  Pie  Shops, Inc. under a Lease Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $85,595.   The  remaining  interest  in  the  property   was
     purchased by AEI Net Lease Income & Growth Fund XIX  Limited
     Partnership, an affiliate of the Partnership.

(4)  Payable to AEI Fund Management, Inc. -

     AEI  Fund  Management, Inc. performs the administrative  and
     operating functions for the Partnership.  The payable to AEI
     Fund   Management  represents  the  balance  due  for  those
     services.    This  balance  is  non-interest   bearing   and
     unsecured  and  is  to  be  paid in  the  normal  course  of
     business.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

       For the nine months ended September 30, 1999 and 1998, the
Partnership  recognized rental income of  $410,376  and  $74,463,
respectively.   During  the same periods,  the  Partnership  also
earned  $268,716 and $315,280, respectively, in investment income
from  subscription  proceeds which were  invested  in  short-term
money  market  accounts.  This investment income constituted  40%
and  81% respectively, of total income.  The percentage of  total
income  represented by investment income declines as subscription
proceeds are invested in properties.

        During the nine months ended September 30, 1999 and 1998,
the  Partnership  paid  Partnership  administration  expenses  to
affiliated parties of $125,014 and $158,561, 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   period,   the   Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $17,948 and $12,056, 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  September  30,  1999,  the  Partnership's  cash
distribution rate was 6.0% on an annualized basis.   Pursuant  to
the  Partnership Agreement, distributions of Net Cash  Flow  were
allocated  97%  to  the Limited Partners and 3%  to  the  General
Partners.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

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

       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.

Liquidity and Capital Resources

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

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

        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.   The Partnership's offering terminated  January  9,
1999  when the extended offering period expired.  The Partnership
received  subscriptions for 16,917.222 Limited Partnership  Units
($16,917,222).  From subscription proceeds, the Partnership  paid
organization and syndication costs (which constitute a  reduction
of capital) of $2,454,693.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

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

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

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

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

        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.
Effective  March  24,  1999, the annual  rent  was  increased  to
$48,175.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which  the Partnership advanced funds to TWI for the construction
of   a  Tumbleweed  restaurant  on  the  site.   Initially,   the
Partnership charged interest on the advances at a rate  of  8.5%.
Effective  March  24, 1999, the interest rate  was  increased  to
10.25%.  On August 31, 1999, after the development was completed,
the Lease Agreement was amended to require annual rental payments
of  $130,941.  Total acquisition costs, including the cost of the
land, were $1,316,695.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

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

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

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

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

        On  September 28, 1999, the Partnership purchased  a  53%
interest  in a Marie Callender's restaurant in Henderson,  Nevada
for  $936,360.   The  property is leased to Marie  Callender  Pie
Shops,  Inc. under a Lease Agreement with a primary  term  of  15
years  and  annual  rental payments of  $85,595.   The  remaining
interest in the property was purchased by AEI Net Lease Income  &
Growth  Fund  XIX  Limited  Partnership,  an  affiliate  of   the
Partnership.

         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.

        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.

       On July 1, 1999, four Limited Partners redeemed a total of
109.04  Partnership  Units for $87,231  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net  Cash Flow from operations.  The redemptions  increase
the   remaining  Limited  Partners'  ownership  interest  in  the
Partnership.

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


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

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

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

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

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

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

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

<BULLET>  the effect of tenant defaults; and

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


                   PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

       There  are no material pending legal proceedings to  which
  the  Partnership  is  a  party or of  which  the  Partnership's
  property is subject.

ITEM 2.CHANGES IN SECURITIES

      None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None

ITEM 5.OTHER INFORMATION

      None.

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

      a. Exhibits -
                           Description

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

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

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

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

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

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

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K (Continued)

      a. Exhibits -
                           Description

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

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

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

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

        10.11  Assignment  of   Lease   dated
               August  26,  1999 between the  Partnership
               and  NOM  Muscle Shoals, Ltd. relating  to
               the  property  at  1304  Woodward  Avenue,
               Muscle Shoals, Alabama.

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

         10.13 Lease Agreement dated September
               28,  1999 between the Partnership, AEI Net
               Lease  Income  & Growth Fund  XIX  Limited
               Partnership   and  Marie   Callender   Pie
               Shops,  Inc.  relating to the property  at
               530  North  Stephanie  Street,  Henderson,
               Nevada.

          27   Financial Data Schedule  for  period
               ended September 30, 1999.

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K (Continued)

      b.  Reports filed on Form  8-K  -
          During  the quarter ended September
          30,  1999,  the  Partnership  filed
          three Form 8-K's:

                On  July  20, 1999,  the
                Partnership  filed   a   Form   8-K
                reporting  the  acquisition  of  an
                Arby's   restaurant  in   Homewood,
                Alabama.

                On  July  26, 1999,  the
                Partnership  filed  a   Form   8-K,
                reporting   the   acquisition    of
                Children's World daycare centers in
                Abingdon, Maryland, Houston, Texas,
                Pearland,    Texas   and    DePere,
                Wisconsin.   Also, the  acquisition
                of   a  Hollywood  Video  store  in
                Minot, North Dakota.

                On September 1, 1999, the
                Partnership  filed  a   Form   8-K,
                reporting  the  acquisition  of   a
                Hollywood  Video  store  in  Muscle
                Shoals,  Alabama, and a  Tumbleweed
                restaurant in Fort Wayne, Indiana.


                           SIGNATURES

        In  accordance with the requirements of the Exchange Act,
the  Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


Dated:  November 8, 1999      AEI Income & Growth Fund XXII
                              Limited Partnership
                              By:  AEI Fund Management XXI, Inc.
                              Its: Managing General Partner



                              By: /s/ Robert P. Johnson
                                      Robert P. Johnson
                                      President
                                      (Principal Executive Officer)



                              By: /s/ Mark E. Larson
                                      Mark E. Larson
                                      Chief Financial Officer
                                      (Principal Accounting Officer)