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:  March 31, 1997
                                
                Commission file number:  333-5604
                                
                                
          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)
                                
                         (612) 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 March 31, 1997 and December 31, 1996    

         Statements for the Periods ended March 31, 1997:

           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
                                
              MARCH 31, 1997 AND DECEMBER 31, 1996
                                
                           (Unaudited)
                                
                                
                             ASSETS
                                 
                                                    1997             1996

CURRENT ASSETS:
   Cash                                          $     893       $     943
                                                  =========       =========



                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Payable to AEI Fund Management, Inc.          $  17,866       $     300

PARTNERS' CAPITAL:
   Initial General Partners' Capital                 1,000           1,000
   Accumulated Losses                              (17,973)           (357)
                                                  ----------      ----------
      Total Partners' Capital                      (16,973)            643
                                                  ----------      ----------
        Total Liabilities and Partners' Capital  $     893       $     943
                                                  ==========      ==========



 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>                                
                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                     STATEMENT OF OPERATIONS
                                
                  FOR THE PERIOD ENDED MARCH 31
                                
                           (Unaudited)
                                
                                                                 1997

INCOME                                                        $        0

EXPENSES:
   Partnership Administration - Affiliates                        17,566
   Partnership Administration - Unrelated Parties                     50
                                                               ----------
        Total Expenses                                            17,616
                                                               ----------

NET LOSS                                                      $  (17,616)
                                                               ==========

NET LOSS ALLOCATED:
   General Partners                                           $  (17,616)
                                                               ==========






 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 PERIOD ENDED MARCH 31
                                
                           (Unaudited)
                                
                                                               1997

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                 $  (17,616)

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Increase in Payable to
        AEI Fund Management, Inc.                               17,566
                                                             ----------

NET DECREASE IN CASH                                               (50)

CASH, beginning of period                                          943
                                                             ----------

CASH, end of period                                         $      893
                                                             ==========




 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 PERIOD ENDED MARCH 31
                                
                           (Unaudited)



                                     General       Limited
                                     Partners      Partners        Total


BALANCE, December 31, 1996        $      643      $       0     $      643

  Net Loss                           (17,616)             0        (17,616)
                                   ----------      ----------    ----------
BALANCE, March 31, 1997           $  (16,973)     $       0     $  (16,973)
                                   ==========      ==========    ==========







 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                         MARCH 31, 1997
                                
                           (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.

(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.  As of March 31,  1997,
     no Limited Partners were admitted to the Partnership.  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
     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)  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.
     
     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.
     
                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(3)  Summary of Significant Accounting Policies - (Continued)

      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
      
      All  of  the  properties to be purchased by the Partnership
      will be leased under long-term triple net leases.
      
      The  building  and  equipment of the  Partnership  will  be
      depreciated  using the straight-line method  for  financial
      reporting  purposes based on estimated useful lives  of  25
      years and 5 years, respectively.
      
(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.
     
(5)  Fair Value of Financial Instruments -

     The   carrying  value  of  certain  assets  and  liabilities
     approximates fair value.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

        For the period ended March 31, 1997, the Partnership  has
had  minimum operations.  Expenses incurred represent  audit  and
accounting   costs  and  administrative  costs  associated   with
reporting and correspondence requirements.

Liquidity and Capital Resources

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


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

        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 15% of such proceeds  will  be
applied  to cover organization and offering expenses if only  the
minimum proceeds are obtained and that 14% of such proceeds  will
be applied to 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.

        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.  Until capital is invested  in
properties, the Partnership will remain extremely liquid.

        Before the acquisition of all such 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.

        During  the offering of Units, the Partnership's  primary
source  of cash flow will be from the sale of Limited Partnership
Units.    The  Partnership  commenced  its  offering  of  Limited
Partnership Units to the public through a registration  statement
which  became effective January 10, 1997 and will continue  until
January 9, 1998, subject to extension to January 9, 1999  if  all
24,000 Limited Partnership Units are not sold before then.   From
January  10, 1997 to May 1, 1997, the minimum number  of  Limited
Partnership  Units  (1,500) needed to form the  Partnership  were
sold on May 1, 1997, a total of 1,629.201 Units ($1,629,201) were
transferred into the Partnership.


                   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

                   PART II - OTHER INFORMATION
                           (Continued)
                                
ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a. Exhibits -
                    Description

           27  Financial Data Schedule  for  period
               ended March 31, 1997.

         b.    Reports filed on Form 8-K - None.
                                
                                
                           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:  May 13, 1997          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)