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, 1998
                                
                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 September 30, 1998 and  December 31, 1997 

          Statements for the Periods ended September 30, 1998  and 1997:

            Operations                                 

            Cash Flows                                 

            Changes in Partners' Capital               

         Notes to Financial Statements               

 Item 2. Management's Discussion and Analysis    

PART II. Other Information

 Item 1. Legal Proceedings                          

 Item 2. Changes in Securities                      

 Item 3. Defaults Upon Senior Securities            

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

 Item 5. Other Information                          

 Item 6. Exhibits and Reports on Form 8-K           

<PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
            SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                
                             ASSETS
                                
                                                    1998             1997

CURRENT ASSETS:
  Cash and Cash Equivalents                      $10,150,301      $ 5,808,792
  Receivables                                         24,977                0
                                                  -----------      -----------
      Total Current Assets                        10,175,278        5,808,792
                                                  -----------      -----------

INVESTMENTS IN REAL ESTATE:
  Land                                               720,747          295,020
  Buildings and Equipment                            373,124          373,124
  Construction in Progress                            85,368                0
  Property Acquisition Costs                         353,744           93,860
  Accumulated Depreciation                           (12,686)            (668)
                                                  -----------      -----------
      Net Investments in Real Estate               1,520,297          761,336
                                                  -----------      -----------
        Total Assets                             $11,695,575      $ 6,570,128
                                                  ===========      ===========


                         LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $   152,986      $   161,446
  Distributions Payable                              228,024          100,335
  Unearned Rent                                        5,637                0
                                                  -----------      -----------
    Total Current Liabilities                        386,647          261,781
                                                  -----------      -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   (15,997)          (4,970)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized; 13,948 and
   7,656 Units issued and outstanding in
   1998 and 1997, respectively                    11,324,925        6,313,317
                                                  -----------      -----------
      Total Partners' Capital                     11,308,928        6,308,347
                                                  -----------      -----------
        Total Liabilities and Partners' Capital  $11,695,575      $ 6,570,128
                                                  ===========      ===========
                                
                                
                                
 The accompanying notes to financial statements are an integral
                     part of this statement.
</PAGE>
<PAGE>                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                     STATEMENT OF OPERATIONS
                                
               FOR THE PERIODS ENDED SEPTEMBER 30
                                
                           (Unaudited)
                                
                                
                                Three Months Ended       Nine Months Ended
                              9/30/98      9/30/97     9/30/98       9/30/97

INCOME:
   Rent                      $  39,918   $       0   $  74,463    $       0
   Investment Income           118,024      34,835     315,280       49,053
                              ---------   ---------   ---------    ---------
        Total Income           157,942      34,835     389,743       49,053
                              ---------   ---------   ---------    ---------

EXPENSES:
   Partnership Administration - 
    Affiliates                  50,591      42,707     158,561       92,272
   Partnership Administration 
    and Property Management - 
    Unrelated Parties            1,020         164      12,056          249
   Depreciation                  4,006           0      12,018            0
                              ---------   ---------   ---------    ---------
        Total Expenses          55,617      42,871     182,635       92,521
                              ---------   ---------   ---------    ---------

NET INCOME (LOSS)            $ 102,325   $  (8,036)  $ 207,108    $ (43,468)
                              =========   =========   =========    =========

NET INCOME (LOSS) ALLOCATED:
   General Partners          $   3,069   $     (81)  $   6,213    $    (435)
   Limited Partners             99,256      (7,955)    200,895      (43,033)
                              ---------   ---------   ---------    ---------
                             $ 102,325   $  (8,036)  $ 207,108    $ (43,468)
                              =========   =========   =========    =========

NET INCOME (LOSS) PER
 LIMITED PARTNERSHIP UNIT
 (12,894, 3,024, 10,665 and 
 2,545 weighted average Units 
 outstanding for the periods, 
 respectively)               $    7.70   $   (2.63)  $   18.84    $  (16.91)
                              =========   =========   =========    ==========



 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                     STATEMENT OF CASH FLOWS
                                
               FOR THE PERIODS ENDED SEPTEMBER 30
                                
                           (Unaudited)
                                
                                                      1998           1997

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss)                               $   207,108   $   (43,468)

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                       12,018             0
     Increase in Receivables                           (24,977)            0
     Increase (Decrease) in Payable
        to AEI Fund Management, Inc.                    (8,460)       92,036
     Increase in Unearned Rent                           5,637             0
                                                    -----------   -----------
        Total Adjustments                              (15,782)       92,036
                                                    -----------   -----------
        Net Cash Provided By
        Operating Activities                           191,326        48,568
                                                    -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                         (770,979)      (54,895)
                                                    -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital Contributions from Limited Partners       6,292,182     4,596,787
   Organization and Syndication Costs                 (924,018)     (689,518)
   Increase in Distributions Payable                   127,689        50,705
   Distributions to Partners                          (574,691)      (74,504)
                                                    -----------   -----------
        Net Cash Provided By
        Financing Activities                         4,921,162     3,883,470
                                                    -----------   -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS            4,341,509     3,877,143

CASH AND CASH EQUIVALENTS, beginning of period       5,808,792           943
                                                    -----------   -----------
CASH AND CASH EQUIVALENTS, end of period           $10,150,301   $ 3,878,086
                                                    ===========   ===========


 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, 1996   $    643    $         0   $       643            0

  Capital Contributions             0       4,596,787     4,596,787    4,596.79

  Organization and 
   Syndication Costs              (60)       (689,458)     (689,518)

  Distributions                (1,181)        (73,323)      (74,504)

  Net Loss                       (435)        (43,033)      (43,468)
                              ---------    -----------   -----------   --------
BALANCE, September 30, 1997  $ (1,033)   $  3,790,973   $ 3,789,940    4,596.79
                              =========    ===========   ===========   ========


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

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

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

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

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



 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, 1998
                                
                           (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 are available for subscription  which,  if
     fully   subscribed,  will  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.
     At  September 30, 1998, 13,948.177 Units ($13,948,177)  were
     subscribed  and  accepted by the Partnership.   The  General
     Partners  have contributed capital of $1,000.  The  Managing
     General  Partner has extended the offering of Units  to  the
     earlier  of  completion of sale of all Units or  January  9,
     1999.
     
     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 will lease its properties to various tenants
     through  triple net leases, which are or will be  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 15 years for the TGI  FridayOs
     restaurant   and   20   years  for  the  Champps   Americana
     restaurant.   The leases contain renewal options  which  may
     extend  the  Lease term an additional 10 years for  the  TGI
     FridayOs  restaurant and 15 years for the Champps  Americana
     restaurant.   The Leases contain rent clauses which  entitle
     the  Partnership to receive additional rent in future  years
     based on stated rent increases.
     
     The  Partnership's properties are commercial,  single-tenant
     buildings.  The cost of the property and related accumulated
     depreciation at September 30, 1998 are as follows:

                                    Buildings and                Accumulated
Property                  Land        Equipment       Total      Depreciation

TGI Friday's
   Greensburg, PA      $   295,020   $   373,124   $   668,144    $  12,686
Champps Americana
   Centerville, OH         425,727             0       425,727            0
                        -----------   -----------   -----------    ----------
                       $   720,747   $   373,124   $ 1,093,871    $  12,686
                        ===========   ===========   ===========    ==========

                                
        AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(3)  Investments in Real Estate - (Continued)

     On  December  10,  1997, the Partnership purchased  a  40.0%
     interest   in  a  TGI  Friday's  restaurant  in  Greensburg,
     Pennsylvania for $668,144.  The property is leased  to  Ohio
     Valley  Bistros, Inc. under a Lease Agreement with a primary
     term of 15 years and annual rental payments of $67,650.  The
     remaining interest in the property was purchased by AEI Real
     Estate  Fund XVII Limited Partnership, an affiliate  of  the
     Partnership.
     
     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.
     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.   Through  September  30, 1998,  the  Partnership  had
     advanced  $85,368 for the construction of the  property  and
     was  charging  interest on the advances at a rate  of  7.0%.
     The   Partnership's  share  of  the  total  purchase  price,
     including  the  cost  of  the land,  will  be  approximately
     $974,000.   After  the construction is complete,  the  Lease
     Agreement will be amended to require annual rental  payments
     of  approximately $100,000.  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.
     
     In  October, 1998, the Partnership entered into an agreement
     to  purchase  a Hollywood Video store in Saraland,  Alabama.
     The  purchase  price will be approximately $1,300,000.   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
     $129,600.
     
     The  Partnership has incurred net costs of $361,888 relating
     to  the review of potential property acquisitions.  Of these
     costs,  $8,144 have been capitalized and allocated to  land,
     building  and  equipment.  The remaining costs  of  $353,744
     have  been  capitalized and will be allocated to  properties
     acquired subsequent to September 30, 1998.
     
(4)  Payable to AEI Fund Management, Inc. -

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


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

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

        During the nine months ended September 30, 1998 and 1997,
the  Partnership  paid  Partnership  administration  expenses  to
affiliated parties of $158,561 and $92,272, 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  $12,056  and  $249,  respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, insurance and other property costs.

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

         As   of  September  30,  1998,  the  Partnership's  cash
distribution rate was 7.0% 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.

       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.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the Partnership.  AEI is currently  analyzing  its
computer hardware and software systems to determine what, if any,
resources  need to be dedicated regarding Year 2000 issues.   The
Partnership  does  not  anticipate  any  significant  operational
impact  or  incurring material costs as a result of AEI  becoming
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.


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

        The Partnership Agreement requires that no more than  15%
of  the  proceeds from the sale of Units be applied  to  expenses
involved  in the sale of Units (including Commissions)  and  that
such expenses, together with acquisition expenses, not exceed 20%
of  the proceeds from the sale of Units.  As set forth under  the
caption  "Estimated  Use  of Proceeds"  of  the  Prospectus,  the
General  Partners  anticipate that 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.  Through September 30, 1998, the Partnership  raised
a  total  of $13,948,177 from the sale of 13,948.177 Units.   The
Managing  General Partner has extended the offering of  Units  to
the  earlier  of completion of sale of all Units  or  January  9,
1999.    From   subscription  proceeds,  the   Partnership   paid
organization and syndication costs (which constitute a  reduction
of capital) of $2,072,418.

        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  December 10, 1997, the Partnership purchased a  40.0%
interest in a TGI Friday's restaurant in Greensburg, Pennsylvania
for  $668,144.   The property is leased to Ohio  Valley  Bistros,
Inc. under a Lease Agreement with a primary term of 15 years  and
annual rental payments of $67,650.  The remaining interest in the
property  was  purchased  by AEI Real Estate  Fund  XVII  Limited
Partnership, an affiliate of the Partnership.

        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.  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.   Through September 30, 1998, the Partnership had  advanced
$85,368  for  the construction of the property and  was  charging
interest  on  the advances at a rate of 7.0%.  The  Partnership's
share  of  the total purchase price, including the  cost  of  the
land, will be approximately $974,000.  After the construction  is
complete,  the Lease Agreement will be amended to require  annual
rental   payments  of  approximately  $100,000.   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.

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

         In  October,  1998,  the  Partnership  entered  into  an
agreement  to  purchase  a  Hollywood Video  store  in  Saraland,
Alabama.   The  purchase price will be approximately  $1,300,000.
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 $129,600.

         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.

        Beginning in 1998, 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.

        Until  capital is invested in properties, the Partnership
will remain extremely liquid.  At September 30, 1998, $10,151,553
or  87%  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.

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.

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       a. Exhibits -
                            Description

          10.1   Assignment   of   the   Development
                 Financing   Agreement   and   Net    Lease
                 Agreement  dated August 27,  1998  between
                 the  Partnership,  AEI  Real  Estate  Fund
                 XVII  Limited Partnership, AEI Real Estate
                 Fund   XVIII   Limited  Partnership,   AEI
                 Income   &   Growth   Fund   XXI   Limited
                 Partnership,  and Americana  Dining  Corp.
                 relating   to   the   property   at   7880
                 Washington   Village  Drive,  Centerville,
                 Ohio.

          10.2   Purchase Agreement dated October  8,
                 1998  between  AEI  Fund  Management   and
                 Centurion  Video  Ltd.  relating  to   the
                 property   at  1097  Industrial   Parkway,
                 Saraland, Alabama.

          10.3   Assignment  of  Purchase  Agreement
                 dated   November  2,  1998   between   the
                 Partnership   and   AEI  Fund   Management
                 relating   to   the   property   at   1097
                 Industrial Parkway, Saraland, Alabama.

           27    Financial Data Schedule  for  period
                 ended September 30, 1998.

         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:  November 9, 1998      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)