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:  June 30, 1999

                Commission file number:  333-5604


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


      State of Minnesota                   41-1848181
(State or other Jurisdiction of         (I.R.S. Employer
Incorporation or Organization)        Identification No.)


  1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
            (Address of Principal Executive Offices)

                          (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 June 30, 1999 and December 31, 1998

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

            Operations

            Cash Flows

            Changes in Partners' Capital

         Notes to Financial Statements

 Item 2. Management's Discussion and Analysis

PART II.Other Information

 Item 1. Legal Proceedings

 Item 2. Changes in Securities

 Item 3. Defaults Upon Senior Securities

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

 Item 5. Other Information

 Item 6. Exhibits and Reports on Form 8-K

<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                          BALANCE SHEET

               JUNE 30, 1999 AND DECEMBER 31, 1998

                             ASSETS

                                                    1999            1998

CURRENT ASSETS:
  Cash and Cash Equivalents                     $ 7,850,375      $10,206,442
  Receivables                                        47,306           46,634
                                                 -----------      -----------
      Total Current Assets                        7,897,681       10,253,076
                                                 -----------      -----------
INVESTMENTS IN REAL ESTATE:
  Land                                            2,489,348        1,886,747
  Buildings and Equipment                         1,618,946          373,124
  Construction in Progress                        1,187,946          340,620
  Property Acquisition Costs                        614,746          460,047
  Accumulated Depreciation                          (48,389)         (16,693)
                                                 -----------      -----------
      Net Investments in Real Estate              5,862,597        3,043,845
                                                 -----------      -----------
           Total  Assets                        $13,760,278      $13,296,921
                                                 ===========      ===========


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.          $    65,599      $   144,805
  Distributions Payable                             278,287          255,963
                                                 -----------      -----------
      Total Current Liabilities                     343,886          400,768
                                                 -----------      -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                  (30,376)         (21,135)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 16,917  and
   15,945 Units issued and outstanding
   in 1999 and 1998, respectively                13,446,768       12,917,288
                                                 -----------      -----------
     Total Partners' Capital                     13,416,392       12,896,153
                                                 -----------      -----------
       Total Liabilities and Partners' Capital  $13,760,278      $13,296,921
                                                 ===========      ===========


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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                     STATEMENT OF OPERATIONS

                  FOR THE PERIODS ENDED JUNE 30

                           (Unaudited)


                               Three Months Ended         Six Months Ended
                             6/30/99        6/30/98    6/30/99       6/30/98

INCOME:
   Rent                    $  96,611     $  17,632    $ 179,238    $  34,545
   Investment Income         111,566       114,852      223,811      197,256
                            ---------     ---------    ---------    ---------
        Total Income         208,177       132,484      403,049      231,801
                            ---------     ---------    ---------    ---------

EXPENSES:
   Partnership Administration -
    Affiliates                41,290        57,836       84,503      107,970
   Partnership Administration
    and Property Management -
    Unrelated Parties          3,253         2,859       12,158       11,036
   Depreciation               17,194         4,006       31,696        8,012
                            ---------     ---------    ---------    ---------
        Total Expenses        61,737        64,701      128,357      127,018
                            ---------     ---------    ---------    ---------

NET INCOME                 $ 146,440     $  67,783    $ 274,692    $ 104,783
                            =========     =========    =========    =========

NET INCOME ALLOCATED:
   General Partners        $   4,393     $   2,034    $   8,241    $   3,144
   Limited Partners          142,047        65,749      266,451      101,639
                            ---------     ---------    ---------    ---------
                           $ 146,440     $  67,783    $ 274,692    $ 104,783
                            =========     =========    =========    =========

NET INCOME PER
  LIMITED PARTNERSHIP UNIT
  (16,917, 10,947, 16,750 and
  9,531 weighted average Units
  outstanding for the periods,
  respectively)            $    8.40     $    6.01    $   15.91    $   10.66
                            =========     =========    =========    =========


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

        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                     STATEMENT OF CASH FLOWS

                  FOR THE PERIODS ENDED JUNE 30

                           (Unaudited)

                                                      1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                      $   274,692    $   104,783

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                                      31,696          8,012
     Increase in Receivables                             (672)          (753)
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                     (79,206)       216,164
     Increase in Unearned Rent                              0          5,637
                                                   -----------    -----------
       Total Adjustments                              (48,182)       229,060
                                                   -----------    -----------
       Net Cash Provided By
           Operating Activities                       226,510        333,843
                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investments in Real Estate                    (2,850,448)    (2,098,091)
                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital Contributions from Limited Partners         972,059      4,635,285
  Organization and Syndication Costs                 (143,785)      (695,292)
  Increase in Distributions Payable                    22,324         92,886
  Distributions to Partners                          (582,727)      (342,250)
                                                   -----------    -----------
       Net Cash Provided By
           Financing Activities                       267,871      3,690,629
                                                   -----------    -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                            (2,356,067)     1,926,381

CASH AND CASH EQUIVALENTS, beginning of period     10,206,442      5,808,792
                                                   -----------    -----------
CASH AND CASH EQUIVALENTS, end of period          $ 7,850,375    $ 7,735,173
                                                   ===========    ===========


 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 JUNE 30

                           (Unaudited)

                                                                    Limited
                                                                  Partnershiip
                             General      Limited                    Units
                             Partners     Partners     Total      Outstanding


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

  Capital Contributions            0     4,635,285     4,635,285     4,635.28

  Organization and
   Syndication Costs               0      (695,292)     (695,292)

  Distributions              (10,267)     (331,983)     (342,250)

  Net Income                   3,144       101,639       104,783
                             --------   -----------   -----------  -----------
BALANCE, June 30, 1998      $(12,093)  $10,022,966   $10,010,873    12,291.28
                             ========   ===========   ===========  ===========


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

  Capital Contributions            0       972,059       972,059       972.06

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

  Distributions              (17,482)     (565,245)     (582,727)

  Net Income                   8,241       266,451       274,692
                             --------   -----------   -----------  -----------
BALANCE, June 30, 1999      $(30,376)  $13,446,768   $13,416,392    16,917.22
                             ========   ===========   ===========  ===========




 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

                          JUNE 30, 1999

                           (Unaudited)

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

(2)  Organization -

     AEI   Income   &   Growth  Fund  XXII  Limited   Partnership
     (Partnership)  was  formed to acquire and  lease  commercial
     properties   to   operating  tenants.    The   Partnership's
     operations  are  managed by AEI Fund  Management  XXI,  Inc.
     (AFM),  the  Managing  General Partner of  the  Partnership.
     Robert  P.  Johnson, the President and sole  shareholder  of
     AFM,  serves  as  the  Individual  General  Partner  of  the
     Partnership.   An  affiliate of AFM,  AEI  Fund  Management,
     Inc.,  performs  the administrative and operating  functions
     for the Partnership.

     The   terms   of  the  Partnership  offering  call   for   a
     subscription  price of $1,000 per Limited Partnership  Unit,
     payable on acceptance of the offer.  Under the terms of  the
     Restated  Limited  Partnership  Agreement,  24,000   Limited
     Partnership Units were available for subscription which,  if
     fully   subscribed,  would  result  in  contributed  Limited
     Partners' capital of $24,000,000.  The Partnership commenced
     operations  on  May  1, 1997 when minimum  subscriptions  of
     1,500  Limited Partnership Units ($1,500,000) were accepted.
     The  Partnership's offering terminated January 9, 1999  when
     the  extended  offering  period  expired.   The  Partnership
     received  subscriptions for 16,917.222  Limited  Partnership
     Units  ($16,917,222).  The General Partners have contributed
     capital of $1,000.

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

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


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(2)  Organization - (Continued)

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

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

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

(3)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through triple net leases, which are classified as operating
     leases.  Under a triple net lease, the lessee is responsible
     for  all  real estate taxes, insurance, maintenance, repairs
     and  operating expenses of the property.  The initial  Lease
     terms  are  for  15  years,  except  the  Champps  Americana
     restaurant and the Arby's restaurant which have Lease  terms
     of  20  years.   The Leases have renewal options  which  may
     extend  the  Lease term an additional 10 years,  except  the
     Champps Americana restaurant which has renewal options which
     may  extend  the  Lease term an additional  15  years.   The
     Leases  have  rent clauses which entitle the Partnership  to
     receive additional rent in future years based on stated rent
     increases.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

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

                                           Buildings and          Accumulated
Property                           Land      Equipment    Total   Depreciation

TGI Friday's, Greensburg, PA  $  295,020   $  373,124   $  668,144  $  24,705
Hollywood Video, Saraland, AL    566,088      794,699    1,360,787     14,569
Champps Americana
   Centerville, OH               462,240      451,123      913,363      9,115
Arby's, Homewood, AL             696,000            0      696,000          0
Tumbleweed, Ft. Wayne, IN        470,000            0      470,000          0
                               ----------   ----------   ----------  ---------
                              $2,489,348   $1,618,946   $4,108,294  $  48,389
                               ==========   ==========   ==========  =========


     On June 29, 1998, the Partnership purchased a parcel of land
     in  Centerville, Ohio for $1,850,988.  On August  28,  1998,
     the  Partnership assigned, for diversification purposes, 77%
     of   its  interest  in  the  property  to  three  affiliated
     partnerships.   The  land  is  leased  to  Americana  Dining
     Corporation  (ADC) under a Lease Agreement  with  a  primary
     term  of  20  years and annual rental payments  of  $29,801.
     Effective  December 25, 1998, the annual rent was  increased
     to  $44,701.  Simultaneously with the purchase of the  land,
     the   Partnership  entered  into  a  Development   Financing
     Agreement under which the Partnership will advance funds  to
     ADC  for  the construction of a Champps Americana restaurant
     on the site.  Initially, the Partnership charged interest on
     the  advances  at  a rate of 7.0%.  Effective  December  25,
     1998,  the interest rate was increased to 10.5%.  On January
     27,  1999,  after the development was completed,  the  Lease
     Agreement  was amended to require annual rental payments  of
     $93,256.   The  Partnership's  share  of  total  acquisition
     costs,  including the cost of the land, was  $913,362.   The
     remaining  interests in the property are owned by  AEI  Real
     Estate  Fund XVII Limited Partnership, AEI Real Estate  Fund
     XVIII  Limited Partnership and AEI Income & Growth Fund  XXI
     Limited Partnership, affiliates of the Partnership.

     On  November 20, 1998, the Partnership purchased a parcel of
     land  in Homewood, Alabama for $696,000.  The land is leased
     to  RTM  Alabama, Inc. (RTM) under a Lease Agreement with  a
     primary  term  of  20  years and annual rental  payments  of
     $46,980.  Simultaneously with the purchase of the land,  the
     Partnership  entered into a Development Financing  Agreement
     under  which the Partnership will advance funds to  RTM  for
     the  construction  of  an  Arby's restaurant  on  the  site.
     Through June 30, 1999, the Partnership had advanced $620,899
     for  the  construction  of  the property  and  was  charging
     interest  on the advances at a rate of 6.75%.   On  July  9,
     1999,   after  the  development  was  completed,  the  Lease
     Agreement  was amended to require annual rental payments  of
     $87,135.   The total purchase price, including the  cost  of
     the land, was approximately $1,357,000.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

     On  November 25, 1998, the Partnership purchased a parcel of
     land in Ft. Wayne, Indiana for $470,000.  The land is leased
     to  Tumbleweed,  Inc. (TWI) under a Lease Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $39,950.   Effective March   24, 1999, the annual  rent  was
     increased  to $48,175.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing Agreement under which the Partnership will advance
     funds to TWI for the construction of a Tumbleweed restaurant
     on  the  site.   Through June 30, 1999, the Partnership  had
     advanced  $567,047 for the construction of the property  and
     was  charging  interest on the advances at a rate  of  8.5%.
     Effective  March   24, 1999, the interest rate was increased
     to  10.25%.  The total purchase price, including the cost of
     the  land,  will  be  approximately $1,312,250.   After  the
     construction  is  complete,  the  Lease  Agreement  will  be
     amended  to  require annual rental payments of approximately
     $134,500.

     On  January 26, 1999, the Partnership purchased a  Hollywood
     Video  store  in  Saraland,  Alabama  for  $1,360,687.   The
     property is leased to Hollywood Entertainment Corp. under  a
     Lease  Agreement with a primary term of 15 years and  annual
     rental payments of $129,617.

     On  July 14, 1999, the Partnership purchased four Children's
     World   daycare  centers  located  in  Abingdon,   Maryland,
     Houston, Texas, Pearland, Texas and DePere, Wisconsin.   The
     properties  were  purchased  for  approximately  $1,006,000,
     $870,000,   $919,000  and  $1,161,000,  respectively.    The
     properties are leased to ARAMARK Educational Resources, Inc.
     under  Lease  Agreements  with  annual  rental  payments  of
     $91,677, $79,093, $83,635 and $106,157, respectively.

     On  July  16,  1999, the Partnership purchased  a  Hollywood
     Video   store  in  Minot,  North  Dakota  for  approximately
     $1,292,000.    The   property   is   leased   to   Hollywood
     Entertainment  Corporation under a Lease  Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $129,168.

     In April, 1999, the Partnership entered into an Agreement to
     purchase  a Hollywood Video store in Muscle Shoals, Alabama.
     The  purchase  price will be approximately $1,315,000.   The
     property   will   be   leased  to  Hollywood   Entertainment
     Corporation under a Lease Agreement with a primary  term  of
     15   years  and  annual  rental  payments  of  approximately
     $129,000.

     In  July, 1999, the Partnership entered into an Agreement to
     purchase approximately a 53% interest in a Marie Callender's
     restaurant in Henderson, Nevada.  The purchase price for the
     entire  property  will  be  approximately  $1,720,000.   The
     property  will be leased to Marie Callender Pie Shops,  Inc.
     under a Lease Agreement with a primary term of 15 years  and
     annual  rental payments of approximately $161,500.  AEI  Net
     Lease  Income  &  Growth  Fund XIX Limited  Partnership,  an
     affiliate  of  the Partnership, is expected to  acquire  the
     remaining interest.


        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

     The  Partnership has incurred net costs of $543,695 relating
     to  the review of potential property acquisitions.  Of these
     costs, $44,249 have been capitalized and allocated to  land,
     building  and  equipment.  The remaining costs  of  $499,446
     have  been  capitalized and will be allocated to  properties
     acquired subsequent to June 30, 1999.  At June 30, 1999, the
     Partnership had advanced $115,300 in earnest money  deposits
     for  acquisitions which was included in property acquisition
     costs on the balance sheet.

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

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


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

        For  the  six  months ended June 30, 1999 and  1998,  the
Partnership  recognized rental income of  $179,238  and  $34,545,
respectively.   During  the same periods,  the  Partnership  also
earned  $223,811 and $197,256, respectively, in investment income
from  subscription  proceeds which were  invested  in  short-term
money  market  accounts.  This investment income constituted  56%
and  85%, respectively, of total income.  The percentage of total
income  represented by investment income declines as subscription
proceeds are invested in properties.

        During  the six months ended June 30, 1999 and 1998,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $84,503 and $107,970, respectively.   These
administration  expenses  include  initial  start-up  costs   and
expenses  associated  with  processing  distributions,  reporting
requirements  and  correspondence to the Limited  Partners.   The
administrative expenses decrease after completion of the offering
and  acquisition phases of the Partnership's operations.   During
the   same   period,   the   Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $12,158 and $11,036, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, insurance and other property costs.

        The  Partnership distributes all of its net income during
the  offering  and  acquisition phases, and if net  income  after
deductions  for  depreciation  is  not  sufficient  to  fund  the
distributions,  the  Partnership may distribute  other  available
cash that constitutes capital for accounting purposes.

        As  of June 30, 1999, the Partnership's cash distribution
rate   was  6.0%  on  an  annualized  basis.   Pursuant  to   the
Partnership  Agreement,  distributions  of  Net  Cash  Flow  were
allocated  97%  to  the Limited Partners and 3%  to  the  General
Partners.


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

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

       The Year 2000 issue is the result of computer systems that
use  two  digits rather than four to define the applicable  year,
which  may prevent such systems from accurately processing  dates
ending  in  the  Year  2000 and beyond.   This  could  result  in
computer  system failures or disruption of operations, including,
but not limited to, an inability to process transactions, to send
or  receive  electronic data, or to engage  in  routine  business
activities.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the  Partnership.   In  1998,  AEI  completed   an
assessment of its computer hardware and software systems and  has
replaced or upgraded certain computer hardware and software using
the  assistance  of  outside vendors.  AEI has  received  written
assurance  from  the equipment and software manufacturers  as  to
Year  2000  compliance.   The  costs associated  with  Year  2000
compliance have not been, and are not expected to be, material.

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

Liquidity and Capital Resources

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

        The Partnership Agreement requires that no more than  15%
of  the  proceeds from the sale of Units be applied  to  expenses
involved  in the sale of Units (including Commissions)  and  that
such expenses, together with acquisition expenses, not exceed 20%
of  the proceeds from the sale of Units.  As set forth under  the
caption  "Estimated  Use  of Proceeds"  of  the  Prospectus,  the
General  Partners  anticipate that 14% of such proceeds  will  be
applied  to  cover  such  expenses if the  maximum  proceeds  are
obtained.   To  the  extent organization  and  offering  expenses
actually incurred exceed 15% of proceeds, they are borne  by  the
General Partners.

        During  the offering of Units, the Partnership's  primary
source  of cash flow will be from the sale of Limited Partnership
Units.   The  Partnership offered for sale up to  $24,000,000  of
limited  partnership  interests (the "Units")  (24,000  Units  at
$1,000  per Unit) pursuant to a registration statement  effective
January  10,  1997.  From January 10, 1997 to May  1,  1997,  the
minimum  number  of Limited Partnership Units (1,500)  needed  to
form  the  Partnership were sold and on May 1, 1997, a  total  of
1,629.201   Units   ($1,629,201)  were   transferred   into   the
Partnership.   The Partnership's offering terminated  January  9,
1999  when the extended offering period expired.  The Partnership
received  subscriptions for 16,917.222 Limited Partnership  Units
($16,917,222).  From subscription proceeds, the Partnership  paid
organization and syndication costs (which constitute a  reduction
of capital) of $2,454,693.


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

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

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

        On  June 29, 1998, the Partnership purchased a parcel  of
land  in  Centerville, Ohio for $1,850,988.  On August 28,  1998,
the  Partnership assigned, for diversification purposes,  77%  of
its  interest  in the property to three affiliated  partnerships.
The land is leased to Americana Dining Corporation (ADC) under  a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $29,801.  Effective December 25, 1998,  the  annual
rent  was increased to $44,701.  Simultaneously with the purchase
of the land, the Partnership entered into a Development Financing
Agreement under which the Partnership will advance funds  to  ADC
for  the  construction of a Champps Americana restaurant  on  the
site.   Initially,  the  Partnership  charged  interest  on   the
advances  at  a rate of 7.0%.  Effective December 25,  1998,  the
interest rate was increased to 10.5%.  On January 27, 1999, after
the development was completed, the Lease Agreement was amended to
require  annual  rental payments of $93,256.   The  Partnership's
share of total acquisition costs, including the cost of the land,
was  $913,362.  The remaining interests in the property are owned
by AEI Real Estate Fund XVII Limited Partnership, AEI Real Estate
Fund  XVIII Limited Partnership and AEI Income & Growth Fund  XXI
Limited Partnership, affiliates of the Partnership.

        On  November 20, 1998, the Partnership purchased a parcel
of land in Homewood, Alabama for $696,000.  The land is leased to
RTM  Alabama, Inc. (RTM) under a Lease Agreement with  a  primary
term   of  20  years  and  annual  rental  payments  of  $46,980.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership will advance funds to RTM for the construction of  an
Arby's  restaurant  on  the site.  Through  June  30,  1999,  the
Partnership  had  advanced $620,899 for the construction  of  the
property and was charging interest on the advances at a  rate  of
6.75%.  On July 9, 1999, after the development was completed, the
Lease Agreement was amended to require annual rental payments  of
$87,135.   The total purchase price, including the  cost  of  the
land, was approximately $1,357,000.

        On  November 25, 1998, the Partnership purchased a parcel
of  land in Ft. Wayne, Indiana for $470,000.  The land is  leased
to  Tumbleweed, Inc. (TWI) under a Lease Agreement with a primary
term   of  15  years  and  annual  rental  payments  of  $39,950.
Effective  March    24, 1999, the annual rent  was  increased  to
$48,175.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which  the  Partnership  will  advance  funds  to  TWI  for   the
construction  of  a Tumbleweed restaurant on the  site.   Through
June    30, 1999, the Partnership had advanced $567,047  for  the
construction  of  the property and was charging interest  on  the
advances  at  a  rate of 8.5%.  Effective March   24,  1999,  the
interest rate was increased to 10.25%.  The total purchase price,
including the cost of the land, will be approximately $1,312,250.
After  the construction is complete, the Lease Agreement will  be
amended  to  require  annual  rental  payments  of  approximately
$134,500.


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

       On January 26, 1999, the Partnership purchased a Hollywood
Video store in Saraland, Alabama for $1,360,687.  The property is
leased  to  Hollywood Entertainment Corp. under a Lease Agreement
with  a  primary term of 15 years and annual rental  payments  of
$129,617.

         On   July  14,  1999,  the  Partnership  purchased  four
ChildrenOs  World daycare centers located in Abingdon,  Maryland,
Houston,  Texas,  Pearland,  Texas and  DePere,  Wisconsin.   The
properties were purchased for approximately $1,006,000, $870,000,
$919,000 and $1,161,000, respectively.  The properties are leased
to  ARAMARK  Educational Resources, Inc. under  Lease  Agreements
with  annual  rental  payments of $91,677, $79,093,  $83,635  and
$106,157, respectively.

        On  July  16, 1999, the Partnership purchased a Hollywood
Video  store in Minot, North Dakota for approximately $1,292,000.
The  property  is  leased to Hollywood Entertainment  Corporation
under  a  Lease  Agreement with a primary term of  15  years  and
annual rental payments of $129,168.

        In April, 1999, the Partnership entered into an Agreement
to  purchase  a Hollywood Video store in Muscle Shoals,  Alabama.
The   purchase  price  will  be  approximately  $1,315,000.   The
property  will  be leased to Hollywood Entertainment  Corporation
under  a  Lease  Agreement with a primary term of  15  years  and
annual rental payments of approximately $129,000.

        In  July, 1999, the Partnership entered into an Agreement
to  purchase  approximately a 53% interest in a Marie Callender's
restaurant  in  Henderson, Nevada.  The purchase  price  for  the
entire  property will be approximately $1,720,000.  The  property
will  be leased to Marie Callender Pie Shops, Inc. under a  Lease
Agreement  with  a  primary term of 15 years  and  annual  rental
payments  of  approximately $161,500.  AEI  Net  Lease  Income  &
Growth  Fund  XIX  Limited  Partnership,  an  affiliate  of   the
Partnership, is expected to acquire the remaining interest.

         After   completion   of  the  acquisition   phase,   the
Partnership's  primary  use  of cash  flow  is  distribution  and
redemption  payments to Partners.  The Partnership  declares  its
regular  quarterly distributions before the end of  each  quarter
and pays the distribution in the first week after the end of each
quarter.    The  Partnership  attempts  to  maintain   a   stable
distribution rate from quarter to quarter.

        The  Partnership may acquire Units from Limited  Partners
who have tendered their Units to the Partnership.  Such Units may
be  acquired at a discount.  The Partnership is not obligated  to
purchase  in  any  year  more than 5%  of  the  number  of  Units
outstanding at the beginning of the year.  In no event shall  the
Partnership  be  obligated to purchase  Units  if,  in  the  sole
discretion  of the Managing General Partner, such purchase  would
impair  the capital or operation of the Partnership.  As of  June
30, 1999, the Partnership has not acquired any Units from Limited
Partners.

        Until  capital is invested in properties, the Partnership
will  remain  extremely liquid.  At June 30, 1999, $7,897,681  or
57%  of the Partnership's assets were in cash or cash equivalents
(including  accrued  interest receivable).  After  completion  of
property acquisitions, the Partnership will attempt to maintain a
cash  reserve of only approximately 1% of subscription  proceeds.
Because properties are purchased for cash and leased under triple-
net   leases,  this  is  considered  adequate  to  satisfy   most
contingencies.


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

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

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

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

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

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

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

<BULLET>  the effect of tenant defaults; and

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


                   PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None

ITEM 5. OTHER INFORMATION

      None.

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a. Exhibits -
                        Description

           10.1  Sale  and  Purchase  Agreement   and
                 Escrow  Instructions dated  June  2,  1999
                 between  AEI  Fund  Management,  Inc.  and
                 Marie  Callender Pie Shops, Inc.  relating
                 to  the  property  at Warm  Springs  Road,
                 Henderson, Nevada.

           10.2  First Amendment to Sale and Purchase
                 Agreement  and  Escrow Instructions  dated
                 July  8, 1999 between AEI Fund Management,
                 Inc.  and Marie Callender Pie Shops,  Inc.
                 relating  to the property at Warm  Springs
                 Road, Henderson, Nevada.

           10.3  Assignment  of  Purchase  and  Sale
                 Agreement  and  Escrow Instructions  dated
                 July  23,  1999  between the  Partnership,
                 AEI  Net  Lease Income & Growth  Fund  XIX
                 Limited    Partnership   and   AEI    Fund
                 Management,  Inc. and Marie Callender  Pie
                 Shops,  Inc.  relating to the property  at
                 Warm Springs Road, Henderson, Nevada.

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

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

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

                   PART II - OTHER INFORMATION
                           (Continued)

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

        a. Exhibits -
                          Description

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

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

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

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

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

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

        b. Reports filed on Form 8-K - None.


                           SIGNATURES

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


Dated:  July 30, 1999         AEI Income & Growth Fund XXII
                              Limited Partnership
                              By:  AEI Fund Management XXI, Inc.
                              Its: Managing General Partner



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



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