UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended:  September 30, 2008

               Commission File Number:  000-24003


          AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)


      State of Minnesota                   41-1848181
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)        Identification No.)


    30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101
             (Address of principal executive offices)

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

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

Indicate  by check mark whether the registrant (1) has 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.            [X] Yes     No

Indicate  by  check  mark  whether  the  registrant  is  a  large
accelerated filer, an accelerated filer, a non-accelerated filer,
or  a  smaller reporting company.  See the definitions of  "large
accelerated  filer," "accelerated filer" and  "smaller  reporting
company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer          Accelerated filer

   Non-accelerated filer            Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell  company
(as defined in Rule 12b-2 of the Exchange Act).     Yes [X]  No


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                              INDEX


Part I - Financial Information

 Item 1. Financial Statements:

         Balance Sheet as of September 30, 2008 and December  31, 2007

         Statements for the Periods ended September 30, 2008 and 2007:

           Income

           Cash Flows

           Changes in Partners' Capital

         Notes to Financial Statements

 Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations

 Item 3. Quantitative and Qualitative Disclosures About Market Risk

 Item 4T.Controls and Procedures

Part II - Other Information

 Item 1.  Legal Proceedings

 Item 1A. Risk Factors

 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 Item 3.  Defaults Upon Senior Securities

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

 Item 5.  Other Information

 Item 6.  Exhibits

          Signatures


<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                          BALANCE SHEET
            SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

                             ASSETS

                                                      2008           2007
CURRENT ASSETS:
  Cash and Cash Equivalents                       $ 2,699,944    $   820,451
  Receivables                                           9,676              0
                                                   -----------    -----------
      Total Current Assets                          2,709,620        820,451
                                                   -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                              3,472,456      3,491,965
  Buildings and Equipment                           7,267,597      7,335,775
  Accumulated Depreciation                         (1,158,142)      (963,195)
                                                   -----------    -----------
                                                    9,581,911      9,864,545
  Real Estate Held for Sale                                 0      1,388,889
                                                   -----------    -----------
      Net Investments in Real Estate                9,581,911     11,253,434
                                                   -----------    -----------
           Total  Assets                          $12,291,531    $12,073,885
                                                   ===========    ===========

                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.            $    10,144    $     8,064
  Distributions Payable                               251,410        253,550
  Unearned Rent                                        15,275          8,730
                                                   -----------    -----------
      Total Current Liabilities                       276,829        270,344
                                                   -----------    -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                      7,087         (1,336)
  Limited Partners, $1,000 per Unit;
    24,000 Units authorized; 16,917 Units issued;
    15,699 and 15,805 Units outstanding in
    2008 and 2007, respectively                    12,007,615     11,804,877
                                                   -----------    -----------
      Total Partners' Capital                      12,014,702     11,803,541
                                                   -----------    -----------
        Total Liabilities and Partners' Capital   $12,291,531    $12,073,885
                                                   ===========    ===========

 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                       STATEMENT OF INCOME
               FOR THE PERIODS ENDED SEPTEMBER 30


                                 Three Months Ended       Nine Months Ended
                               9/30/08       9/30/07    9/30/08      9/30/07

RENTAL INCOME                 $  211,275   $  220,892  $  646,435  $  657,722

EXPENSES:
   Partnership Administration -
     Affiliates                   38,521       39,294     117,601     122,219
   Partnership Administration
     and Property Management -
     Unrelated Parties             6,298        4,175      29,345      18,588
   Depreciation                   72,671       72,667     218,013     216,061
                               ----------   ----------  ----------  ----------
        Total Expenses           117,490      116,136     364,959     356,868
                               ----------   ----------  ----------  ----------

OPERATING INCOME                  93,785      104,756     281,476     300,854

OTHER INCOME:
   Interest Income                13,014       10,136      35,191      36,467
                               ----------   ----------  ----------  ----------
INCOME FROM CONTINUING
   OPERATIONS                    106,799      114,892     316,667     337,321

Income from Discontinued Operations    0       32,714     748,606      99,938
                               ----------   ----------  ----------  ----------
NET INCOME                    $  106,799   $  147,606  $1,065,273  $  437,259
                               ==========   ==========  ==========  ==========
NET INCOME ALLOCATED:
   General Partners           $    6,316   $    4,428  $   28,087  $   13,118
   Limited Partners              100,483      143,178   1,037,186     424,141
                               ----------   ----------  ----------  ----------
                              $  106,799   $  147,606  $1,065,273  $  437,259
                               ==========   ==========  ==========  ==========
INCOME PER LIMITED PARTNERSHIP UNIT:
   Continuing Operations      $     6.40   $     7.04  $    19.52  $    20.64
   Discontinued Operations          0.00         2.00       46.40        6.11
                               ----------   ----------  ----------  ----------
        Total                 $     6.40   $     9.04  $    65.92  $    26.75
                               ==========   ==========  ==========  ==========
Weighted Average Units
  Outstanding                     15,699       15,838      15,734      15,853
                               ==========   ==========  ==========  ==========


 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 NINE MONTHS ENDED SEPTEMBER 30


                                                     2008           2007
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                     $ 1,065,273    $   437,259

  Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                    219,150        252,400
     Gain on Sale of Real Estate                    (719,466)             0
     (Increase) Decrease in Receivables               (9,676)         2,210
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                      2,080        (47,234)
     Increase in Unearned Rent                         6,545              0
                                                  -----------    -----------
       Total Adjustments                            (501,367)       207,376
                                                  -----------    -----------
       Net Cash Provided By
          Operating Activities                       563,906        644,635
                                                  -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                               0     (1,403,565)
  Proceeds from Sale of Real Estate                2,171,839              0
  Payments Received on Note Receivable                     0         83,008
                                                  -----------    -----------
       Net Cash Provided By (Used For)
          Investing Activities                     2,171,839     (1,320,557)
                                                  -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Distributions Payable                   (2,140)       (23,315)
  Distributions to Partners                         (767,053)      (778,305)
  Redemption Payments                                (87,059)       (40,109)
                                                  -----------    -----------
       Net Cash Used For
          Financing Activities                      (856,252)      (841,729)
                                                  -----------    -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                            1,879,493     (1,517,651)

CASH AND CASH EQUIVALENTS, beginning of period       820,451      2,386,110
                                                  -----------    -----------
CASH AND CASH EQUIVALENTS, end of period         $ 2,699,944    $   868,459
                                                  ===========    ===========

 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 NINE MONTHS ENDED SEPTEMBER 30


                                                                   Limited
                                                                 Partnership
                             General      Limited                   Units
                             Partners     Partners     Total     Outstanding


BALANCE, December 31, 2006  $ 10,828   $12,322,770   $12,333,598   15,884.14

  Distributions              (20,824)     (757,481)     (778,305)

  Redemption Payments         (1,203)      (38,906)      (40,109)     (46.58)

  Net Income                  13,118       424,141       437,259
                             --------   -----------   -----------  ----------
BALANCE, September 30, 2007 $  1,919   $11,950,524   $11,952,443   15,837.56
                             ========   ===========   ===========  ==========


BALANCE, December 31, 2007  $ (1,336)  $11,804,877   $11,803,541   15,804.56

  Distributions              (17,052)     (750,001)     (767,053)

  Redemption Payments         (2,612)      (84,447)      (87,059)    (105.78)

  Net Income                  28,087     1,037,186     1,065,273
                             --------   -----------   -----------  ----------
BALANCE, September 30, 2008 $  7,087   $12,007,615   $12,014,702   15,698.78
                             ========   ===========   ===========  ==========


 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, 2008

(1)  The  condensed  statements included herein have been  prepared
     by  the  registrant, 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  registrant
     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
     registrant'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.  Robert P.  Johnson,
     the  President  and  sole director of  AFM,  serves  as  the
     Individual   General  Partner.   AFM  is  a   wholly   owned
     subsidiary  of AEI Capital Corporation of which Mr.  Johnson
     is  the  majority  shareholder.  AEI Fund  Management,  Inc.
     ("AEI"),  an  affiliate of AFM, performs the  administrative
     and operating functions for the Partnership.

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

     During operations, any Net Cash Flow, as defined, which  the
     General Partners determine to distribute will be distributed
     97%  to the Limited Partners and 3% to the General Partners.
     Distributions to Limited Partners will be made pro  rata  by
     Units.

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(2)  Organization - (Continued)

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

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

     For  tax purposes, profits arising from the sale, financing,
     or  other  disposition  of property  will  be  allocated  in
     accordance  with the Partnership Agreement as  follows:  (i)
     first,  to  those  partners with deficit balances  in  their
     capital  accounts  in an amount equal to  the  sum  of  such
     deficit  balances; (ii) second, 99% to the Limited  Partners
     and  1%  to the General Partners until the aggregate balance
     in  the Limited Partners' capital accounts equals the sum of
     the Limited Partners' Adjusted Capital Contributions plus an
     amount  equal  to 9% of their Adjusted Capital Contributions
     per  annum, cumulative but not compounded, to the extent not
     previously  allocated;  (iii)  third,  the  balance  of  any
     remaining  gain  will then be allocated 90% to  the  Limited
     Partners  and 10% to the General Partners.  Losses  will  be
     allocated 98% to the Limited Partners and 2% to the  General
     Partners.

     The  General Partners are not required to currently  fund  a
     deficit   capital   balance.   Upon   liquidation   of   the
     Partnership or withdrawal by a General Partner, the  General
     Partners will contribute to the Partnership an amount  equal
     to  the  lesser  of  the deficit balances in  their  capital
     accounts  or  1%  of  total Limited  Partners'  and  General
     Partners' capital contributions.

(3)  Reclassification -

     Certain  items  related to discontinued  operations  in  the
     prior  period's financial statements have been  reclassified
     to  conform  to  2008 presentation.  These reclassifications
     had  no  effect  on Partners' capital, net  income  or  cash
     flows.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(4)  Investments in Real Estate -

     On  January  19,  2007,  the  Partnership  purchased  a  50%
     interest  in a Tractor Supply Company store in Grand  Forks,
     North  Dakota  for $1,403,874.  The property  is  leased  to
     Tractor  Supply  Company  under a  Lease  Agreement  with  a
     remaining primary term of 13.9 years and initial annual rent
     of  $102,351  for  the  interest purchased.   The  remaining
     interest  in  the  property was purchased by  AEI  Income  &
     Growth Fund 24 LLC, an affiliate of the Partnership.

     On  October  16,  2007, Hollywood Entertainment  Corporation
     ("HEC"), the tenant of the Hollywood Video stores in  Minot,
     North Dakota (100% ownership interest) and Saraland, Alabama
     (3.08%  ownership interest) filed for Chapter 11  bankruptcy
     reorganization.  In May 2008, the bankruptcy court  approved
     HEC's  Plan of Reorganization and the Plan became effective.
     Under  the  Plan,  HEC assumed the Leases for  these  stores
     under  the original terms without any rent concessions.   As
     of  the date of this report, HEC has complied with all Lease
     terms.

     In  November  2007, Kona Restaurant Group, Inc.  (KRG),  the
     tenant  of  the  Johnny  Carino's  restaurant  in  Longmont,
     Colorado,  approached  the Partnership  with  a  request  to
     adjust  the  rent  on the property to a market  rental  rate
     based  on  the  restaurant's  performance  and  the  current
     conditions  in  the market.  In March 2008, after  reviewing
     the  financial statements for the restaurant  and  KRG,  the
     Partnership agreed to amend the Lease to reduce the  current
     annual rent for the property by 36% to $71,667.  This amount
     is  scheduled to increase annually by 1.5%. In addition, the
     amendment  provides for additional rental  payments  if  the
     restaurant's sales exceed certain stated amounts.  In August
     2008, the Partnership received certification from Fired  Up,
     Inc.,  the parent company of KRG and guarantor of the Lease,
     that  it  had  achieved certain expense and  debt  reduction
     measures  required  by  the amendment.   As  a  result,  the
     amendment  will  remain effective for the remainder  of  the
     lease term.

     Subsequent to September 30, 2008, the Partnership  purchased
     a 33% interest in a Best Buy store in Lake Geneva, Wisconsin
     for  approximately $1,991,000.  The property  is  leased  to
     Best  Buy  Stores,  L.P.  under a  Lease  Agreement  with  a
     remaining primary term of 10.3 years and initial annual rent
     of  $144,325  for  the  interest purchased.   The  remaining
     interests  in  the property were purchased by AEI  Income  &
     Growth  Fund  24 LLC and AEI Income & Growth  Fund  27  LLC,
     affiliates of the Partnership.

(5)  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.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(6)  Discontinued Operations -

     On  February 27, 2008, the Partnership sold its 50% interest
     in the Champps Americana restaurant in West Chester, Ohio to
     an unrelated third party.  The Partnership received net sale
     proceeds  of  $2,057,022, which resulted in a  net  gain  of
     $668,133.   At  the  time  of sale,  the  cost  and  related
     accumulated   depreciation  was  $1,569,884  and   $180,995,
     respectively.   At  December  31,  2007,  the  property  was
     classified as Real Estate Held for Sale with a book value of
     $1,388,889.

     On  June  2, 2008, the Partnership sold its 7.3845% interest
     in  the KinderCare daycare center in DePere, Wisconsin to an
     unrelated  third party.  The Partnership received  net  sale
     proceeds  of  $114,817, which resulted  in  a  net  gain  of
     $51,333.   The cost and related accumulated depreciation  of
     the interest sold was $87,687 and $24,203, respectively.

     During  the  first  nine  months  of  2008  and  2007,   the
     Partnership  distributed net sale proceeds of  $297,980  and
     $126,263  to  the Limited and General Partners  as  part  of
     their quarterly distributions, which represented a return of
     capital  of  $18.76 and $7.88 per Limited Partnership  Unit,
     respectively.  The Partnership anticipates the remaining net
     sale  proceeds  will  either  be  reinvested  in  additional
     property or distributed to the Partners in the future.

     The financial results for these properties are reflected  as
     Discontinued   Operations  in  the  accompanying   financial
     statements.   The following are the results of  discontinued
     operations for the periods ended September 30:

                                Three Months Ended      Nine Months Ended
                               9/30/08      9/30/07    9/30/08     9/30/07

 Rental Income                 $       0   $ 45,096   $  30,763   $ 134,307
 Property Management Expenses          0       (269)       (486)      1,970
 Depreciation                          0    (12,113)     (1,137)    (36,339)
 Gain on Disposal of Real Estate       0          0     719,466           0
                                ---------   --------   ---------   ---------
 Income from Discontinued
   Operations                  $       0   $ 32,714   $ 748,606   $  99,938
                                =========   ========   =========   =========


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(7)  Recently Issued Accounting Pronouncements -

     In  December 2007, the Financial Accounting Standards  Board
     issued  Statement  of  Financial  Accounting  Standards  No.
     141(R)  ("SFAS 141(R)"), Business Combinations.  SFAS 141(R)
     requires,  among other things, the expensing of acquisition-
     related transaction costs.  Management anticipates that SFAS
     141(R) will be effective for property acquisitions completed
     on  or after January 1, 2009.  Management is evaluating  the
     effect  that  the adoption of SFAS 141(R) will have  on  the
     Partnership's results of operations, financial position, and
     the related disclosures.

     In  September 2006, the Financial Accounting Standards Board
     issued  Statement of Financial Accounting Standards No.  157
     ("SFAS  157"),  Fair Value Measurements.  SFAS  157  defines
     fair  value,  establishes  a framework  for  measuring  fair
     value,   and   expands   disclosures   about   fair    value
     measurements.  The statement is effective for (1)  financial
     assets  and  liabilities in financial statements issued  for
     fiscal  years beginning after November 15, 2007, and interim
     periods  within  those  fiscal years and  (2)  certain  non-
     financial  assets  and  liabilities in financial  statements
     issued  for fiscal years beginning after November 15,  2008,
     and interim periods within those fiscal years.  When testing
     for  recoverability of properties under SFAS 144, Accounting
     for   Impairment  or  Disposal  of  Long-Lived  Assets,  the
     provisions  of  this statement are used when comparing  fair
     value  to  carrying  value.  Management  is  evaluating  the
     effect  that  the  adoption of SFAS 157  will  have  on  the
     Partnership's results of operations, financial position, and
     the related disclosures.

ITEM  2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS   OF   FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

        This  section contains "forward looking statements" 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, the
sufficiency  of  cash  to  meet  operating  expenses,  rates   of
distribution,  and  other  matters.   These,  and  other  forward
looking  statements,  should 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:

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

    the  federal  income tax consequences of rental  income,
    deductions,  gain  on  sales and other  items  and  the
    effects of these consequences for the Partners;

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

    the   success  of  the  General  Partners  of   locating
    properties with favorable risk return characteristics;
    the effect of tenant defaults; and

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


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

The Application of Critical Accounting Policies

        The preparation of the Partnership's financial statements
requires  management to make estimates and assumptions  that  may
affect the reported amounts of assets, liabilities, revenues  and
expenses,  and  related  disclosure  of  contingent  assets   and
liabilities. Management evaluates these estimates on  an  ongoing
basis,  including  those related to the carrying  value  of  real
estate  and  the  allocation  by AEI  Fund  Management,  Inc.  of
expenses  to  the  Partnership as opposed  to  other  funds  they
manage.

        The Partnership purchases properties and records them  in
the   financial   statements  at  cost   (including   capitalized
acquisition  expenses).   The Partnership  anticipates  that  for
acquisitions  completed on or after January 1, 2009, acquisition-
related  transaction  costs will be expensed  as  incurred  as  a
result  of  the  adoption  of Statement of  Financial  Accounting
Standards  No.  141(R), Business Combinations.   The  Partnership
tests long-lived assets for recoverability when events or changes
in  circumstances  indicate that the carrying value  may  not  be
recoverable.   For  properties  the  Partnership  will  hold  and
operate, management determines whether impairment has occurred by
comparing the property's probability-weighted cash flows  to  its
current carrying value.  For properties held for sale, management
determines  whether  impairment has  occurred  by  comparing  the
property's estimated fair value less cost to sell to its  current
carrying  value.   If  the carrying value  is  greater  than  the
realizable  value, an impairment loss is recorded to  reduce  the
carrying value of the property to its realizable value.   Changes
in  these  assumptions or analysis may cause material changes  in
the carrying value of the properties.

        AEI  Fund Management, Inc. allocates expenses to each  of
the  funds  they manage primarily on the basis of the  number  of
hours  devoted  by their employees to each fund's affairs.   They
also  allocate  expenses at the end of each month  that  are  not
directly related to a fund's operations based upon the number  of
investors  in the fund and the fund's capitalization relative  to
other  funds  they  manage.   The  Partnership  reimburses  these
expenses  subject  to  detailed  limitations  contained  in   the
Partnership Agreement.

         Management   of  the  Partnership  has   discussed   the
development  and selection of the above accounting estimates  and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.

Results of Operations

       For the nine months ended September 30, 2008 and 2007, the
Partnership  recognized rental income from continuing  operations
of  $646,435 and $657,722, respectively.  In 2008, rental  income
decreased  due  to  a reduction in rent for the  Johnny  Carino's
restaurant as discussed below. This decrease was partially offset
by additional rent received from one property acquisition in 2007
and prepetition rent received in May 2008 for the Hollywood Video
stores.

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

       For the nine months ended September 30, 2008 and 2007, the
Partnership  incurred  Partnership administration  expenses  from
affiliated parties of $117,601 and $122,219, respectively.  These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements and correspondence to the Limited Partners.   During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $29,345 and $18,588, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct  administrative costs, outside audit costs,  taxes,
insurance and other property costs.

        On  October 16, 2007, Hollywood Entertainment Corporation
("HEC"), the tenant of the Hollywood Video stores in Minot, North
Dakota  (100%  ownership interest) and Saraland,  Alabama  (3.08%
ownership    interest)   filed   for   Chapter   11    bankruptcy
reorganization.  In May 2008, the bankruptcy court approved HEC's
Plan of Reorganization and the Plan became effective.  Under  the
Plan,  HEC assumed the Leases for these stores under the original
terms  without  any rent concessions.  As of  the  date  of  this
report, HEC has complied with all Lease terms.

        In  November 2007, Kona Restaurant Group, Inc. (KRG), the
tenant  of  the Johnny Carino's restaurant in Longmont, Colorado,
approached the Partnership with a request to adjust the  rent  on
the  property  to a market rental rate based on the  restaurant's
performance and the current conditions in the market.   In  March
2008, after reviewing the financial statements for the restaurant
and  KRG, the Partnership agreed to amend the Lease to reduce the
current  annual  rent for the property by 36% to  $71,667.   This
amount  is  scheduled to increase annually by 1.5%. In  addition,
the  amendment  provides for additional rental  payments  if  the
restaurant's  sales  exceed certain stated  amounts.   In  August
2008, the Partnership received certification from Fired Up, Inc.,
the parent company of KRG and guarantor of the Lease, that it had
achieved certain expense and debt reduction measures required  by
the  amendment.  As a result, the amendment will remain effective
for the remainder of the lease term.

       For the nine months ended September 30, 2008 and 2007, the
Partnership  recognized interest income of $35,191  and  $36,467,
respectively.

        In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144, Accounting for the Impairment or Disposal  of
Long-Lived  Assets,  upon  complete disposal  of  a  property  or
classification of a property as Real Estate Held  for  Sale,  the
Partnership  includes  the operating  results  and  sale  of  the
property   in   discontinued  operations.    In   addition,   the
Partnership reclassifies the prior periods' operating results  of
the  property  to discontinued operations.  For the  nine  months
ended September 30, 2008, the Partnership recognized income  from
discontinued  operations of $748,606, representing rental  income
less property management expenses and depreciation of $29,140 and
gain on disposal of real estate of $719,466.  For the nine months
ended September 30, 2007, the Partnership recognized income  from
discontinued  operations of $99,938, representing  rental  income
and property management expenses less depreciation.

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

        On  February  27,  2008,  the Partnership  sold  its  50%
interest  in  the Champps Americana restaurant in  West  Chester,
Ohio  to an unrelated third party.  The Partnership received  net
sale  proceeds  of $2,057,022, which resulted in a  net  gain  of
$668,133.   At the time of sale, the cost and related accumulated
depreciation  was  $1,569,884  and  $180,995,  respectively.   At
December  31,  2007, the property was classified as  Real  Estate
Held for Sale with a book value of $1,388,889.

       On June 2, 2008, the Partnership sold its 7.3845% interest
in  the  KinderCare  daycare center in DePere,  Wisconsin  to  an
unrelated  third  party.   The  Partnership  received  net   sale
proceeds  of  $114,817, which resulted in a net gain of  $51,333.
The  cost  and  related accumulated depreciation of the  interest
sold was $87,687 and $24,203, respectively.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   Leases  may contain rent increases,  based  on  the
increase  in  the  Consumer Price Index over a specified  period,
which  will result in an increase in rental income over the  term
of  the  leases.   In addition, leases may contain  rent  clauses
which  entitle  the  Partnership to receive  additional  rent  in
future  years  if gross receipts for the property exceed  certain
specified  amounts.  Increases in sales volumes of  the  tenants,
due to inflation and real sales growth, may result in an increase
in rental income over the term of the leases.  Inflation also may
cause the real estate to appreciate in value.  However, inflation
and  changing prices may have an adverse impact on the  operating
margins  of  the  properties' tenants, which could  impair  their
ability  to  pay rent and subsequently reduce the Net  Cash  Flow
available for distributions.

Liquidity and Capital Resources

        During  the  nine months ended September  30,  2008,  the
Partnership's cash balances increased $1,879,493 as a  result  of
cash  generated  from the sale of property, which  was  partially
offset  by distributions paid to the Partners in excess  of  cash
generated  from  operating activities.  During  the  nine  months
ended   September  30,  2007,  the  Partnership's  cash  balances
decreased  $1,517,651  as  a result  of  cash  used  to  purchase
property and distributions paid to the Partners in excess of cash
generated from operating activities.

        Net  cash provided by operating activities decreased from
$644,635 in 2007 to $563,906 in 2008 as a result of a decrease in
total  rental  and  interest income in 2008 and  an  increase  in
Partnership  administration and property management  expenses  in
2008,  which  were partially offset by net timing differences  in
the  collection of payments from the tenants and the  payment  of
expenses.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from  the  sale  of  real estate.  During the nine  months  ended
September 30, 2008, the Partnership generated cash flow from  the
sale  of real estate of $2,171,839.  During the nine months ended
September 30, 2007, the Partnership expended $1,403,565 to invest
in  real  properties (inclusive of acquisition expenses)  as  the
Partnership   reinvested  cash  generated  from  property   sales
completed in 2006.

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

        On  January  19,  2007, the Partnership purchased  a  50%
interest in a Tractor Supply Company store in Grand Forks,  North
Dakota  for $1,403,874.  The property is leased to Tractor Supply
Company under a Lease Agreement with a remaining primary term  of
13.9  years and initial annual rent of $102,351 for the  interest
purchased.  The remaining interest in the property was  purchased
by  AEI  Income  &  Growth  Fund 24  LLC,  an  affiliate  of  the
Partnership.

         Subsequent   to  September  30,  2008,  the  Partnership
purchased  a  33%  interest in a Best Buy store in  Lake  Geneva,
Wisconsin  for approximately $1,991,000.  The property is  leased
to Best Buy Stores, L.P. under a Lease Agreement with a remaining
primary  term of 10.3 years and initial annual rent  of  $144,325
for  the  interest  purchased.  The remaining  interests  in  the
property  were purchased by AEI Income & Growth Fund 24  LLC  and
AEI Income & Growth Fund 27 LLC, affiliates of the Partnership.

        The  Partnership's primary use of cash flow,  other  than
investment   in  real  estate,  is  distribution  and  redemption
payments  to  Partners.   The Partnership  declares  its  regular
quarterly distributions before the end of each quarter  and  pays
the distribution in the first week after the end of each quarter.
The  Partnership attempts to maintain a stable distribution  rate
from  quarter  to  quarter.   Redemption  payments  are  paid  to
redeeming Partners on a semi-annual basis.

       For the nine months ended September 30, 2008 and 2007, the
Partnership  declared  distributions of  $767,053  and  $778,305,
respectively.     Pursuant   to   the   Partnership    Agreement,
distributions of Net Cash Flow were allocated 97% to the  Limited
Partners  and 3% to the General Partners.  Distributions  of  Net
Proceeds  of Sale were allocated 99% to the Limited Partners  and
1%  to  the  General  Partners.  The  Limited  Partners  received
distributions  of $750,001 and $757,481 and the General  Partners
received  distributions of $17,052 and $20,824 for  the  periods,
respectively.

        During  the  first  nine months of  2008  and  2007,  the
Partnership  distributed  net  sale  proceeds  of  $297,980   and
$126,263  to  the Limited and General Partners as part  of  their
quarterly distributions, which represented a return of capital of
$18.76 and $7.88 per Limited Partnership Unit, respectively.  The
Partnership  anticipates the remaining  net  sale  proceeds  will
either be reinvested in additional property or distributed to the
Partners in the future.

        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 will not be obligated
to purchase in any year any number of Units that, when aggregated
with  all  other transfers of Units that have occurred since  the
beginning   of  the  same  calendar  year  (excluding   Permitted
Transfers as defined in the Partnership Agreement), would  exceed
5%  of the total number of Units outstanding on January 1 of such
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.


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

        On April 1, 2008, seven Limited Partners redeemed a total
of  105.78 Partnership Units for $84,447 in accordance  with  the
Partnership  Agreement.  On April 1, 2007, four Limited  Partners
redeemed  a  total of 46.58 Partnership Units for  $38,906.   The
Partnership  acquired  these  Units  using  Net  Cash  Flow  from
operations.   In  prior  years, a total of  55  Limited  Partners
redeemed   1,033.08   Partnership  Units   for   $823,466.    The
redemptions  increase the remaining Limited  Partner's  ownership
interest  in  the  Partnership.  As a result of these  redemption
payments  and pursuant to the Partnership Agreement, the  General
Partners received distributions of $2,612 and $1,203 in 2008  and
2007, respectively.

       The continuing rent payments from the properties, together
with  cash  generated from property sales, should be adequate  to
fund   continuing   distributions  and  meet  other   Partnership
obligations on both a short-term and long-term basis.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

       Not applicable.

ITEM 4T.CONTROLS AND PROCEDURES.

       (a)  Disclosure Controls and Procedures.

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  our  disclosure
controls  and procedures (as defined in Rule 13a-15(e) under  the
Securities  Exchange  Act of 1934 (the "Exchange  Act")).   Based
upon  that evaluation, the President and Chief Financial  Officer
of  the Managing General Partner concluded that, as of the end of
the  period  covered by this report, our disclosure controls  and
procedures  were effective in ensuring that information  required
to be disclosed by us in the reports that we file or submit under
the  Exchange Act is recorded, processed, summarized and reported
within  the time periods specified in applicable rules and  forms
and  that  such  information is accumulated and  communicated  to
management,  including the President and Chief Financial  Officer
of  the  Managing General Partner, in a manner that allows timely
decisions regarding required disclosure.

       (b)  Changes in Internal Control Over Financial Reporting.

        During  the  most recent period covered by  this  report,
there  has  been no change in our internal control over financial
reporting  (as defined in Rule 13a-15(f) under the Exchange  Act)
that  has  materially  affected,  or  is  reasonably  likely   to
materially affect, our internal control over financial reporting.

                   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 1A.RISK FACTORS.

       Not applicable.

ITEM 2. UNREGISTERED  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

       (a) None.

       (b) Not applicable.

        (c) Pursuant to Section 7.7 of the Partnership Agreement,
each  Limited  Partner  has the right to  present  Units  to  the
Partnership  for  purchase by submitting notice to  the  Managing
General  Partner  during  January or  July  of  each  year.   The
purchase  price  of the Units is equal to 90% of  the  net  asset
value  per Unit, as of the first business day of January or  July
of  each  year, as determined by the Managing General Partner  in
accordance  with  the  provisions of the  Partnership  Agreement.
Units  tendered to the Partnership during January  and  July  are
redeemed on April 1st and October 1st, respectively, of each year
subject  to the following limitations.  The Partnership will  not
be  obligated to purchase in any year any number of  Units  that,
when  aggregated  with all other transfers  of  Units  that  have
occurred since the beginning of the same calendar year (excluding
Permitted  Transfers  as  defined in the Partnership  Agreement),
would  exceed  5%  of  the total number of Units  outstanding  on
January  1  of  such year.  In no event shall the Partnership  be
obligated  to  purchase Units if, in the sole discretion  of  the
Managing General Partner, such purchase would impair the  capital
or  operation of the Partnership.  During the period  covered  by
this report, the Partnership did not purchase any Units.

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

    10.1   Assignment  and  Assumption  of  Purchase   and   Sale
    Agreement  dated September 24, 2008 between the  Partnership,
    AEI Income & Growth Fund 24 LLC, AEI Income & Growth Fund  27
    LLC  and  AEI Fund Management, Inc. relating to the  Property
    at  700  North  Edwards  Boulevard,  Lake  Geneva,  Wisconsin
    (incorporated by reference to Exhibit 10.1 of Form 8-K  filed
    October 10, 2008).

    10.2  Assignment  and Assumption of Lease  dated  October  6,
    2008  between  the Partnership, AEI Income & Growth  Fund  24
    LLC,  AEI Income & Growth Fund 27 LLC and Ryan Companies  US,
    Inc.   relating   to  the  Property  at  700  North   Edwards
    Boulevard, Lake Geneva, Wisconsin (incorporated by  reference
    to Exhibit 10.2 of Form 8-K filed October 10, 2008).

    31.1  Certification  of Chief Executive  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2  Certification  of Chief Financial  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    32    Certification  of  Chief Executive  Officer  and  Chief
    Financial Officer of General Partner pursuant to Section  906
    of the Sarbanes-Oxley Act of 2002.



                           SIGNATURES

        Pursuant  to the requirements 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.


Dated:  November 7, 2008      AEI Income & Growth Fund XXII
                              Limited Partnership
                              By:  AEI Fund Management XXI, Inc.
                              Its: Managing General Partner



                              By: ROBERT P JOHNSON
                                  ROBERT P JOHNSON
                                  President
                                  (Principal Executive Officer)



                              By: PATRICK W KEENE
                                  PATRICK W KEENE
                                  Chief Financial Officer
                                  (Principal Accounting Officer)