UNITED STATES
               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, 2004

                 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.)


    30 East 7th Street, Suite 1300, 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, 2004 and December 31, 2003

          Statements for the Periods ended September 30, 2004 and 2003:

           Income

           Cash Flows

           Changes in Partners' Capital

          Notes to Financial Statements

 Item 2. Management's Discussion and Analysis

 Item 3. Controls and Procedures

PART II.Other Information

 Item 1. Legal Proceedings

 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



        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                          BALANCE SHEET
            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

                           (Unaudited)

                             ASSETS
                                                    2004            2003
CURRENT ASSETS:
  Cash and Cash Equivalents                    $   904,026      $   875,777
  Receivables                                       59,272           44,191
                                                -----------      -----------
      Total Current Assets                         963,298          919,968
                                                -----------      -----------
INVESTMENTS IN REAL ESTATE:
  Land                                           4,583,727        4,042,900
  Buildings and Equipment                        8,848,480        6,766,348
  Construction in Progress                               0          889,670
  Accumulated Depreciation                        (975,991)        (727,204)
                                                -----------      -----------
                                                12,456,216       10,971,714
  Real Estate Held for Sale                              0        1,564,145
                                                -----------      -----------
      Net Investments in Real Estate            12,456,216       12,535,859
                                                -----------      -----------
           Total  Assets                       $13,419,514      $13,455,827
                                                ===========      ===========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.         $     9,492      $    77,508
  Distributions Payable                            278,471          281,412
  Unearned Rent                                      9,691                0
                                                -----------      -----------
      Total Current Liabilities                    297,654          358,920
                                                -----------      -----------
PARTNERS' CAPITAL:
  General Partners                                   8,403           12,908
  Limited Partners, $1,000 per Unit;
   24,000 Units authorized; 16,917 Units issued;
   16,303 and 16,326 Units outstanding in
   2004 and 2003, respectively                  13,113,457       13,083,999
                                                -----------      -----------
      Total Partners' Capital                   13,121,860       13,096,907
                                                -----------      -----------
       Total Liabilities and Partners' Capital $13,419,514      $13,455,827
                                                ===========      ===========

 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

                           (Unaudited)

                                 Three Months Ended        Nine Months Ended
                               9/30/04        9/30/03    9/30/04       9/30/03

RENTAL INCOME                $  329,342    $  196,065   $  888,388  $  558,833

EXPENSES:
   Partnership Administration -
     Affiliates                  38,273        45,027      119,600     124,239
   Partnership Administration
     and Property Management -
     Unrelated Parties           19,334         4,355       83,852      32,642
   Depreciation                  88,029        53,775      248,787     148,380
                              ----------    ----------   ----------  ---------
        Total Expenses          145,636       103,157      452,239     305,261
                              ----------    ----------   ----------  ---------

OPERATING INCOME                183,706        92,908      436,149     253,572

OTHER INCOME:
   Interest Income                3,157        36,981       18,066      72,431
   Gain on Sale of Real Estate        0        62,165            0     360,215
                              ----------    ----------   ----------  ---------
        Total Other Income        3,157        99,146       18,066     432,646
                              ----------    ----------   ----------  ---------
INCOME FROM CONTINUING
   OPERATIONS                   186,863       192,054      454,215     686,218

Income from
  Discontinued Operations             0        24,121      441,457     865,073
                              ----------    ----------   ----------  ---------
NET INCOME                   $  186,863    $  216,175   $  895,672  $1,551,291
                              ==========    ==========   ==========  =========
NET INCOME ALLOCATED:
   General Partners          $    5,606    $    7,759   $   18,182  $   28,961
   Limited Partners             181,257       208,416      877,490   1,522,330
                              ----------    ----------   ----------  ---------
                             $  186,863    $  216,175   $  895,672  $1,551,291
                              ==========    ==========   ==========  =========
INCOME PER LIMITED PARTNERSHIP UNIT:
   Continuing Operations     $    11.12    $    11.27   $    27.01  $    40.94
   Discontinued Operations            0          1.43        26.79       51.61
                              ----------    ----------   ----------  ---------
        Total                $    11.12    $    12.70   $    53.80  $    92.55
                              ==========    ==========   ==========  =========
Weighted Average
  Units Outstanding              16,303        16,414       16,311      16,448
                              ==========    ==========   ==========  =========
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-MONTH PERIODS ENDED SEPTEMBER 30

                           (Unaudited)

                                                     2004            2003
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                     $   895,672     $ 1,551,291

  Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                    248,787         186,872
     Gain on Sale of Real Estate                    (434,401)     (1,116,075)
     Increase in Receivables                         (15,081)        (44,688)
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                    (68,016)          6,836
     Increase in Unearned Rent                         9,691               0
                                                  -----------     -----------
       Total Adjustments                            (259,020)       (967,055)
                                                  -----------     -----------
       Net Cash Provided By
          Operating Activities                       636,652         584,236
                                                  -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                      (1,733,289)     (3,521,640)
  Proceeds from Sale of Real Estate                1,998,546       4,153,920
                                                  -----------     -----------
       Net Cash Provided By
          Investing Activities                       265,257         632,280
                                                  -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Distributions Payable                   (2,941)         (5,884)
  Distributions to Partners                         (851,492)       (864,577)
  Redemption Payments                                (19,227)        (78,970)
                                                  -----------     -----------
       Net Cash Used For
          Financing Activities                      (873,660)       (949,431)
                                                  -----------     -----------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                               28,249         267,085

CASH AND CASH EQUIVALENTS, beginning of period       875,777       2,108,482
                                                  -----------     -----------
CASH AND CASH EQUIVALENTS, end of period         $   904,026     $ 2,375,567
                                                  ===========     ===========

 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, 2002  $  3,792    $12,442,255  $12,446,047    16,516.29

  Distributions              (19,271)      (845,306)    (864,577)

  Redemption Payments         (2,369)       (76,601)     (78,970)     (102.29)

  Net Income                  28,961      1,522,330    1,551,291
                             --------    -----------  -----------  -----------
BALANCE, September 30, 2003 $ 11,113    $13,042,678  $13,053,791    16,414.00
                             ========    ===========  ===========  ===========


BALANCE, December 31, 2003  $ 12,908    $13,083,999  $13,096,907    16,325.90

  Distributions              (22,110)      (829,382)    (851,492)

  Redemption Payments           (577)       (18,650)     (19,227)      (22.50)

  Net Income                  18,182        877,490      895,672
                             --------    -----------  -----------  -----------
BALANCE, September 30, 2004 $  8,403    $13,113,457  $13,121,860    16,303.40
                             ========    ===========  ===========  ===========



 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, 2004

                           (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.  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  call   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 in the prior year's financial statements  have
     been  reclassified  to conform to 2004 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 -

     Through March 31, 2003, the Partnership sold 24.6846% of the
     Children's World daycare center in Plainfield, Illinois,  in
     three  separate  transactions, to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     $450,673,  which  resulted in a net gain of  $103,162.   The
     total  cost  and  related accumulated  depreciation  of  the
     interests sold was $363,531 and $16,020, respectively.   For
     the  three  months ended March 31, 2003, the  net  gain  was
     $53,648.

     During  the first nine months of 2003, the Partnership  sold
     99.4123%   of  the  Arby's  restaurant,  in  five   separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,562,751,  which
     resulted  in  a  net gain of $306,567.  The total  cost  and
     related  accumulated depreciation of the interests sold  was
     $1,384,408 and $128,224, respectively.

     During  the  first  nine  months  of  2004  and  2003,   the
     Partnership  distributed $171,717 and $333,333 of  net  sale
     proceeds  to  the Limited and General Partners  as  part  of
     their  regular quarterly distributions, which represented  a
     return   of  capital  of  $10.43  and  $20.08  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.

     On  December  6,  2002,  the  Partnership  purchased  a  50%
     interest  in  a  parcel of land in West  Chester,  Ohio  for
     $506,000.  The Partnership obtained title to the land in the
     form of an undivided fee simple interest in the 50% interest
     purchased.    The  land  is  leased  to  Champps   Operating
     Corporation (Champps) under a Lease Agreement with a primary
     term  of  20  years and annual rental payments  of  $50,600.
     Simultaneously   with  the  purchase  of   the   land,   the
     Partnership  entered into a Development Financing  Agreement
     under  which  the Partnership advanced funds to Champps  for
     the  construction of a Champps Americana restaurant  on  the
     site.   Pursuant to the Lease, any improvements to the  land
     during  the  term  of the Lease become the property  of  the
     lessor.   Through  December 31, 2003,  the  Partnership  had
     advanced  $889,670  for construction of the  property.   The
     Partnership charged interest on the advances at  a  rate  of
     10.0%.   On  January  13, 2004, after  the  development  was
     completed, the Lease Agreement was amended to require annual
     rental payments of $160,000.  The Partnership's share of the
     total acquisition costs, including the cost of the land, was
     $1,569,884.   The  remaining interest in  the  property  was
     purchased  by AEI Net Lease Income & Growth Fund XX  Limited
     Partnership, an affiliate of the Partnership.

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

(4)  Investments in Real Estate - (Continued)

     On August 27, 2003, the Partnership purchased a 32% interest
     in  a  Garden  Ridge  retail store in Woodlands,  Texas  for
     $2,661,132.   The property is leased to Garden  Ridge,  L.P.
     under a Lease Agreement with a primary term of 20 years  and
     annual rental payments of $301,611.  The remaining interests
     in the property were purchased by AEI Real Estate Fund XVIII
     Limited Partnership, AEI Income & Growth Fund 24 LLC and AEI
     Real  Estate Fund XV Limited Partnership, affiliates of  the
     Partnership.

     In  February 2004, Garden Ridge, L.P. (GR) filed for Chapter
     11   bankruptcy  reorganization.   In  press  releases,   GR
     reported rejecting the leases of nine of 44 stores and it is
     attempting to renegotiate lease terms for its other  stores.
     The Woodlands store was not identified as one of the nine to
     be  closed  and  GR has been negotiating with  the  property
     owners to arrive at an agreement to modify rental terms that
     would  induce GR to affirm the Lease for this property.   GR
     and  the property owners are in the process of finalizing  a
     lease amendment to reduce the annual rent by 23%, with a 10%
     rent  increase  on January 1, 2008.  The proposed  amendment
     provides for additional rental payments if the store's sales
     exceed certain stated amounts.  The amendment also calls for
     the  owners  to waive rental payments for two months  during
     the  first  six  months following GR's confirmation  of  the
     Lease with the court.

     With  the  exception  of February, GR has  made  all  rental
     payments due through November 2004 under its current  lease.
     The   rent   for   February  is  considered  a  pre-petition
     obligation which may be paid from the bankruptcy court, on a
     prorata  basis  with other claims, to the extent  available.
     As  part  of the proposed lease amendment, GR would pay  the
     rent  for February.  The Partnership expects to continue  to
     receive  all  scheduled rents in future  months  unless  the
     Lease is rejected by GR.  If the Lease is affirmed, GR  will
     be  obligated to comply with all Lease terms as amended.  If
     the  Lease  is  rejected, GR would  be  required  to  return
     possession  of  the  property to  the  Partnership  and  the
     Partnership would be responsible for real estate  taxes  and
     other costs associated with maintaining the property.

     On  December  30,  2003,  the Partnership  purchased  a  50%
     interest  in  a  Johnny  Carino's  restaurant  in  Longmont,
     Colorado  for  $1,293,405.  The property is leased  to  Kona
     Restaurant  Group,  Inc.  under a  Lease  Agreement  with  a
     primary  term  of  13  years and annual rental  payments  of
     $107,992.   The  remaining  interest  in  the  property  was
     purchased  by  AEI  Accredited Investor  Fund  2002  Limited
     Partnership, an affiliate of the Partnership.

     On  July  15, 2004, the Partnership purchased a 40% interest
     in   a  Jared  Jewelry  store  in  Sugar  Land,  Texas   for
     $1,530,626.   The  property is leased to Sterling  Jewelers,
     Inc.  under a Lease Agreement with a remaining primary  term
     of  17.5 years and annual rental payments of $116,290.   The
     remaining  interest  in the property was  purchased  by  AEI
     Accredited Investor Fund 2002 Limited Partnership.

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

(4)  Investments in Real Estate - (Continued)

     In  July  2003,  the  lessee of the Razzoo's  restaurant  in
     Austin,  Texas  notified  the  Partnership  that  they  were
     experiencing financial difficulty stemming from  lower  than
     expected  sales and might not be able to pay  future  rents.
     However,  rents  are current.  Subsequent to  September  30,
     2004,  the  Partnership and lessee entered into an agreement
     to  amend  the Lease to provide the lessee with  options  to
     purchase  the property and terminate the Lease.   Under  the
     purchase option, which expires October 31, 2006, the  lessee
     can  elect  to  purchase the Partnership's interest  in  the
     property for $1,248,000.  Under the termination option,  the
     lessee can elect to terminate the Lease by providing no less
     than   six   months  prior  written  notice  and  paying   a
     termination  payment equal to one year's  rent.   The  lease
     cannot be terminated prior to October 31, 2006.  As part  of
     this   agreement,  the  Partnership  received   a   personal
     guarantee  from the majority shareholder of the  lessee  for
     payment  of the rent through October 31, 2006.  In addition,
     the  Partnership was reimbursed for certain expenses related
     to   legal  action  it  pursued  in  connection  with   this
     situation,  which expenses will be recognized in the  fourth
     quarter of 2004.

(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.

(6)  Discontinued Operations -

     During the second quarter of 2003, the Partnership sold  the
     Children's World daycare center in Houston, Texas,  in  four
     separate  transactions,  to unrelated  third  parties.   The
     Partnership  received total net sale proceeds of $1,056,594,
     which  resulted in a net gain of $279,298.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was $892,219 and $114,923, respectively.

     During the second quarter of 2003, the Partnership sold  its
     23%   interest  in  the  Champps  Americana  restaurant   in
     Centerville,   Ohio,  in  two  separate   transactions,   to
     unrelated third parties.  The Partnership received total net
     sale proceeds of $1,314,145, which resulted in a net gain of
     $476,562.    The   total   cost  and   related   accumulated
     depreciation of the interests sold was $924,843 and $87,260,
     respectively.

     During  the  fourth  quarter of 2003, the  Partnership  sold
     56.7837%  of  the  Hollywood Video store in  Muscle  Shoals,
     Alabama, in three separate transactions, to unrelated  third
     parties.   The Partnership received total net sale  proceeds
     of  $871,473, which resulted in a net gain of $182,491.  The
     total  cost  and  related accumulated  depreciation  of  the
     interests sold was $761,257 and $72,275, respectively.


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

(6)  Discontinued Operations - (Continued)

     During  the first quarter of 2004, the Partnership sold  its
     remaining 43.2163% interest in the Hollywood Video store  in
     Muscle  Shoals,  Alabama, in two separate  transactions,  to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $668,266, which resulted in a net gain  of
     $144,885.  At December 31, 2003, the property was classified
     as Real Estate Held for Sale with a book value of $523,381.

     On  December  10,  2003,  the Partnership  purchased  a  50%
     interest in a Tia's Tex-Mex restaurant in Killeen, Texas for
     $1,041,935.  The property was leased to Tia's Texas -  Alamo
     LLC  under a Lease Agreement with a primary term of 15 years
     and  annual  rental  payments of  $105,570.   The  remaining
     interest  in  the property was purchased by AEI Private  Net
     Lease  Millennium Fund Limited Partnership, an affiliate  of
     the Partnership.

     During  the first quarter of 2004, the Partnership sold  its
     interest  in the Tia's Tex-Mex restaurant, in four  separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,330,280,  which
     resulted  in a net gain of $289,516.  At December 31,  2003,
     the  property  was classified as Real Estate Held  for  Sale
     with a book value of $1,040,764.

     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
                             9/30/04        9/30/03    9/30/04      9/30/03

Rental Income                $      0    $ 32,415    $ 10,381     $ 155,947
Property Management Expenses        0        (891)     (3,325)       (8,242)
Depreciation                        0      (7,403)          0       (38,492)
Gain on Disposal of Real Estate     0           0     434,401       755,860
                              --------    --------    ---------    ---------
   Income from
     Discontinued Operations $      0    $ 24,121    $ 441,457    $ 865,073
                              ========    ========    =========    =========

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

        The 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:

     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
     affects 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.


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 the lower  of  cost  or  estimated
realizable   value.   The  Partnership  initially   records   the
properties  at cost (including capitalized acquisition expenses).
The Partnership is required to periodically evaluate the carrying
value  of properties to determine whether their realizable  value
has  declined.   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.  A change
in  these assumptions or analysis could cause material changes in
the carrying value of the properties.

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

       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, 2004 and 2003, the
Partnership  recognized rental income from continuing  operations
of  $888,388 and $558,833, respectively.  In 2004, rental  income
increased  due  to  additional rent received from  four  property
acquisitions  in  2003  and  2004  and  rent  increases  on  four
properties.  These increases were partially offset by a  decrease
in rental income due to sales of two properties discussed below.

       For the nine months ended September 30, 2004 and 2003, the
Partnership  incurred  Partnership administration  expenses  from
affiliated parties of $119,600 and $124,239, 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  $83,852 and $32,642, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs,  taxes, insurance and other property costs.  The  increase
in  these expenses in 2004, when compared to 2003, is mainly  the
result  of  expenses incurred related to the Razzoo's and  Garden
Ridge situations discussed below.

        In  July  2003, the lessee of the Razzoo's restaurant  in
Austin,   Texas   notified  the  Partnership   that   they   were
experiencing  financial  difficulty  stemming  from  lower   than
expected  sales  and  might  not be able  to  pay  future  rents.
However,  rents are current.  Subsequent to September  30,  2004,
the Partnership and lessee entered into an agreement to amend the
Lease to provide the lessee with options to purchase the property
and  terminate  the  Lease.   Under the  purchase  option,  which
expires  October 31, 2006, the lessee can elect to  purchase  the
Partnership's interest in the property for $1,248,000.  Under the
termination option, the lessee can elect to terminate  the  Lease
by  providing  no less than six months prior written  notice  and
paying a termination payment equal to one year's rent.  The lease
cannot be terminated prior to October 31, 2006.  As part of  this
agreement, the Partnership received a personal guarantee from the
majority  shareholder  of  the lessee for  payment  of  the  rent
through  October  31,  2006.  In addition,  the  Partnership  was
reimbursed  for  certain  expenses related  to  legal  action  it
pursued in connection with this situation, which expenses will be
recognized in the fourth quarter of 2004.

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

        In February 2004, Garden Ridge, L.P. (GR), the lessee  of
the  Garden  Ridge  retail store in Woodlands, Texas,  filed  for
Chapter  11  bankruptcy reorganization.  In  press  releases,  GR
reported  rejecting the leases of nine of 44  stores  and  it  is
attempting to renegotiate lease terms for its other stores.   The
Woodlands  store  was not identified as one of  the  nine  to  be
closed  and GR has been negotiating with the property  owners  to
arrive  at an agreement to modify rental terms that would  induce
GR  to  affirm the Lease for this property.  GR and the  property
owners  are  in  the process of finalizing a lease  amendment  to
reduce  the  annual  rent by 23%, with a  10%  rent  increase  on
January  1, 2008.  The proposed amendment provides for additional
rental  payments  if  the  store's sales  exceed  certain  stated
amounts.  The amendment also calls for the owners to waive rental
payments  for  two  months during the first six months  following
GR's confirmation of the Lease with the court.

        With  the  exception of February, GR has made all  rental
payments due through November 2004 under its current lease.   The
rent  for February is considered a pre-petition obligation  which
may  be  paid from the bankruptcy court, on a prorata basis  with
other  claims, to the extent available.  As part of the  proposed
lease  amendment,  GR  would  pay the  rent  for  February.   The
Partnership expects to continue to receive all scheduled rents in
future  months unless the Lease is rejected by GR.  If the  Lease
is  affirmed, GR will be obligated to comply with all Lease terms
as  amended.   If the Lease is rejected, GR would be required  to
return  possession  of the property to the  Partnership  and  the
Partnership would be responsible for real estate taxes and  other
costs associated with maintaining the property.

       For the nine months ended September 30, 2004 and 2003, the
Partnership  recognized interest income of $18,066  and  $72,431,
respectively.  In 2004, interest income decreased mainly  due  to
the   Partnership  receiving  less  interest  from   construction
advances and having less money invested in a money market account
due to property acquisitions.

        For  the  nine  months  ended  September  30,  2003,  the
Partnership   recognized  gain  on  sale  of  real  estate   from
continuing   operations  of  $360,215  from  the  sale   of   two
properties.  Since the Partnership retains an ownership  interest
in  the properties, the operating results and gain on sale of the
properties were not classified as discontinued operations.

        Through March 31, 2003, the Partnership sold 24.6846%  of
the  Children's World daycare center in Plainfield, Illinois,  in
three  separate transactions, to unrelated third  parties.    The
Partnership  received total net sale proceeds of $450,673,  which
resulted  in a net gain of $103,162.  The total cost and  related
accumulated  depreciation of the interests sold was $363,531  and
$16,020,  respectively.   For the three months  ended  March  31,
2003, the net gain was $53,648.

       During the first nine months of 2003, the Partnership sold
99.4123% of the Arby's restaurant, in five separate transactions,
to  unrelated third parties.  The Partnership received total  net
sale  proceeds  of $1,562,751, which resulted in a  net  gain  of
$306,567.  The total cost and related accumulated depreciation of
the interests sold was $1,384,408 and $128,224, respectively.

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

        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  and
any  partial  sales  of the property to discontinued  operations.
For  the  nine  months ended September 30, 2004, the  Partnership
recognized  income  from  discontinued  operations  of  $441,457,
representing rental income less property management  expenses  of
$7,056 and gain on disposal of real estate of $434,401.  For  the
nine  months ended September 30, 2003, the Partnership recognized
income  from  discontinued operations of  $865,073,  representing
rental  income less property management expenses and depreciation
of $109,213 and gain on disposal of real estate of $755,860.

        During  the second quarter of 2003, the Partnership  sold
the  Children's World daycare center in Houston, Texas,  in  four
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,056,594, which
resulted  in a net gain of $279,298.  The total cost and  related
accumulated  depreciation of the interests sold was $892,219  and
$114,923, respectively.

        During  the second quarter of 2003, the Partnership  sold
its   23%  interest  in  the  Champps  Americana  restaurant   in
Centerville,  Ohio  in  two separate transactions,  to  unrelated
third  parties.  The Partnership received total net sale proceeds
of  $1,314,145,  which resulted in a net gain of  $476,562.   The
total  cost and related accumulated depreciation of the interests
sold was $924,843 and $87,260, respectively.

        During  the fourth quarter of 2003, the Partnership  sold
56.7837%  of the Hollywood Video store in Muscle Shoals, Alabama,
in  three separate transactions, to unrelated third parties.  The
Partnership  received total net sale proceeds of $871,473,  which
resulted  in a net gain of $182,491.  The total cost and  related
accumulated  depreciation of the interests sold was $761,257  and
$72,275, respectively.

       During the first quarter of 2004, the Partnership sold its
remaining  43.2163%  interest in the  Hollywood  Video  store  in
Muscle   Shoals,  Alabama,  in  two  separate  transactions,   to
unrelated third parties.  The Partnership received total net sale
proceeds  of $668,266, which resulted in a net gain of  $144,885.
At  December 31, 2003, the property was classified as Real Estate
Held for Sale with a book value of $523,381.

       During the first quarter of 2004, the Partnership sold its
interest  in the Tia's Tex-Mex restaurant in Killeen,  Texas,  in
four  separate  transactions, to unrelated  third  parties.   The
Partnership received total net sale proceeds of $1,330,280, which
resulted  in a net gain of $289,516.  At December 31,  2003,  the
property was classified as Real Estate Held for Sale with a  book
value of $1,040,764.

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

        In  2003  and the first quarter of 2004, the  Partnership
realized significant gains from the sale of property.  While  the
real  estate market is expected to remain attractive for  sellers
of  property, there can be no assurance the Partnership  will  be
able  to  achieve  a  similar level of sales  activity  or  sales
profitability  during  the remainder of 2004  due  to  unforeseen
changes  in the real estate market.   In addition, it  is  likely
the  Partnership  will  curtail its selling  activity  as  it  is
becoming  more difficult to find attractive property in which  to
reinvest the proceeds from property sales.

        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,  2004,  the
Partnership's cash balances increased $28,249 as a result of cash
generated  from the sale of property, which was partially  offset
by  cash used to purchase property and distributions paid to  the
Partners  in  excess of cash generated from operating activities.
During   the   nine  months  ended  September   30,   2003,   the
Partnership's  cash balances increased $267,085 as  a  result  of
cash  generated  from the sale of property, which  was  partially
offset  by 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 increased from
$584,236  in 2003 to $636,652 in 2004 as a result of an  increase
in  total rental and interest income in 2004, which was partially
offset  by an increase in Partnership administration and property
management  expenses in 2004 and net timing  differences  in  the
collection  of  payments  from the lessees  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, 2004 and 2003, the Partnership generated cash  flow
from  the  sale  of  real  estate of $1,998,546  and  $4,153,920,
respectively.  During the same periods, the Partnership  expended
$1,733,289  and  $3,521,640,  respectively,  to  invest  in  real
properties (inclusive of acquisition expenses) as the Partnership
reinvested cash generated from property sales.

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

        On  December  6,  2002, the Partnership purchased  a  50%
interest  in a parcel of land in West Chester, Ohio for $506,000.
The  Partnership obtained title to the land in  the  form  of  an
undivided fee simple interest in the 50% interest purchased.  The
land is leased to Champps Operating Corporation (Champps) under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of $50,600.   Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement  under which the Partnership advanced funds to  Champps
for  the  construction of a Champps Americana restaurant  on  the
site.  Pursuant to the Lease, any improvements to the land during
the term of the Lease become the property of the lessor.  Through
December  31,  2003,  the Partnership had advanced  $889,670  for
construction  of the property.  The Partnership charged  interest
on  the advances at a rate of 10.0%.  On January 13, 2004,  after
the development was completed, the Lease Agreement was amended to
require  annual  rental payments of $160,000.  The  Partnership's
share  of the total acquisition costs, including the cost of  the
land, was $1,569,884.  The remaining interest in the property was
purchased  by  AEI  Net  Lease Income & Growth  Fund  XX  Limited
Partnership, an affiliate of the Partnership.

        On  August  27,  2003, the Partnership  purchased  a  32%
interest  in a Garden Ridge retail store in Woodlands, Texas  for
$2,661,132.  The property is leased to Garden Ridge, L.P. under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $301,611.  The remaining interests in the  property
were purchased by AEI Real Estate Fund XVIII Limited Partnership,
AEI  Income  &  Growth Fund 24 LLC and AEI Real  Estate  Fund  XV
Limited Partnership, affiliates of the Partnership.

        On  December  10, 2003, the Partnership purchased  a  50%
interest  in  a  Tia's Tex-Mex restaurant in Killeen,  Texas  for
$1,041,935.   The property is leased to Tia's Texas -  Alamo  LLC
under  a  Lease  Agreement with a primary term of  15  years  and
annual  rental payments of $105,570.  The remaining  interest  in
the  property  was purchased by AEI Private Net Lease  Millennium
Fund Limited Partnership, an affiliate of the Partnership.

        On  December  30, 2003, the Partnership purchased  a  50%
interest  in  a Johnny Carino's restaurant in Longmont,  Colorado
for $1,293,405.  The property is leased to Kona Restaurant Group,
Inc. under a Lease Agreement with a primary term of 13 years  and
annual  rental payments of $107,992.  The remaining  interest  in
the  property was purchased by AEI Accredited Investor Fund  2002
Limited Partnership, an affiliate of the Partnership.

       On July 15, 2004, the Partnership purchased a 40% interest
in  a  Jared  Jewelry store in Sugar Land, Texas for  $1,530,626.
The  property is leased to Sterling Jewelers, Inc. under a  Lease
Agreement with a remaining primary term of 17.5 years and  annual
rental  payments  of  $116,290.  The remaining  interest  in  the
property  was  purchased  by AEI Accredited  Investor  Fund  2002
Limited 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 ten days 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.

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

       For the nine months ended September 30, 2004 and 2003, the
Partnership  declared  distributions of  $851,492  and  $864,577,
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 $829,382 and $845,306 and the General  Partners
received  distributions of $22,110 and $19,271 for  the  periods,
respectively.

        During  the  first  nine months of  2004  and  2003,  the
Partnership  distributed  $171,717  and  $333,333  of  net   sale
proceeds  to  the Limited and General Partners as part  of  their
regular  quarterly distributions, which represented a  return  of
capital  of  $10.43  and  $20.08 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.

       On April 1, 2004, two Limited Partners redeemed a total of
22.5  Partnership  Units  for  $18,650  in  accordance  with  the
Partnership  Agreement.  On April 1, 2003, five Limited  Partners
redeemed  a  total of 102.29 Partnership Units for $76,601.   The
Partnership  acquired  these  Units  using  Net  Cash  Flow  from
operations.   In  prior  years, a total of  23  Limited  Partners
redeemed  400.93 Partnership Units for $306,536.  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 $577 and $2,369  in  2004  and  2003,
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.   CONTROLS AND PROCEDURES.

       (a) Evaluation of 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  its  disclosure
controls  and procedures (as defined in Rule 13a-14(c) under  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,  the
disclosure  controls  and  procedures  of  the  Partnership   are
adequately  designed to ensure that information  required  to  be
disclosed  by  us  in  the reports we file or  submit  under  the
Exchange  Act  is recorded, processed, summarized  and  reported,
within the time periods specified in applicable rules and forms.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's  internal controls during the  most  recent  period
covered  by  this  report that have materially affected,  or  are
reasonably   likely  to  materially  affect,  the   Partnership's
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  2.UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF
  PROCEEDS

        (a)  During  the  period  covered  by  this  report,  the
Partnership  did  not  sell any equity securities  that  are  not
registered under the Securities Act of 1933.

       (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  of  the Units, 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.

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None

ITEM 5.OTHER INFORMATION

      None.

ITEM 6.EXHIBITS

    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

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

Dated:  November 10, 2004     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/ Patrick W Keene
                                      Patrick W. Keene
                                      Chief Financial Officer
                                      (Principal Accounting Officer)