10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  March 31, 2012

Commission File Number:  000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota	41-1848181
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30 East 7th Street, Suite 1300 St. Paul, Minnesota 55101	(651) 227-7333
(Address of principal executive offices)	(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     o Yes    o No

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

o Large accelerated filer	o Accelerated filer
o Non-accelerated filer	x Smaller reporting company

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

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

INDEX

				Page
Part I – Financial Information
	Item 1.	Financial Statements (unaudited):
		Balance Sheet as of March 31, 2012 and December 31, 2011		3
		Statements for the Three Months ended March 31, 2012 and 2011:
			Income	4
			Cash Flows	5
			Changes in Partners’ Capital (Deficit)	6
		Notes to Financial Statements		7 - 10
	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	10 - 16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		16
	Item 4.	Controls and Procedures		16
Part II – Other Information
	Item 1.	Legal Proceedings		17
	Item 1A.	Risk Factors		17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17
	Item 3.	Defaults Upon Senior Securities		17
	Item 4.	Mine Safety Disclosures		17
	Item 5.	Other Information		17
	Item 6.	Exhibits		18
Signatures				18

Page 2 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEET

ASSETS

	March 31,			December 31,
	2012			2011
Current Assets:
Cash	$	473,302		$	410,261
Real Estate Held for Investment:
Land		3,532,249			3,201,246
Buildings and Equipment		8,268,221			8,017,349
Acquired Intangible Lease Assets		321,405			116,953
Real Estate Investments, at cost		12,121,875			11,335,548
Accumulated Depreciation and Amortization		(1,659,630	)		(1,588,855	)
Real Estate Held for Investment, Net		10,462,245			9,746,693
Real Estate Held for Sale		0			582,390
Total Real Estate		10,462,245			10,329,083
Total Assets	$	10,935,547		$	10,739,344

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	53,882	$	35,544
Distributions Payable		190,208		190,208
Unearned Rent		52,015		29,457
Total Current Liabilities		296,105		255,209
Partners’ Capital:
General Partners		2,755		572
Limited Partners, $1,000 per Unit;    24,000 Units authorized; 16,917 Units issued;    15,698 Units outstanding		10,636,687		10,483,563
Total Partners' Capital		10,639,442		10,484,135
Total Liabilities and Partners' Capital	$	10,935,547	$	10,739,344

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 3 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF INCOME

	Three Months Ended March 31,
	2012		2011
Rental Income	$	216,455	$	188,044
Expenses:
Partnership Administration – Affiliates		40,121		40,551
Partnership Administration and Property    Management – Unrelated Parties		9,642		7,840
Property Acquisition		18,928		0
Depreciation and Amortization		83,821		74,470
Total Expenses		152,512		122,861
Operating Income		63,943		65,183
Other Income:
Interest Income		1,275		2,704
Income From Continuing Operations		65,218		67,887
Income from Discontinued Operations		280,297		100,424
Net Income	$	345,515	$	168,311
Net Income Allocated:
General Partners	$	7,889	$	21,787
Limited Partners		337,626		146,524
Total	$	345,515	$	168,311
Income per Limited Partnership Unit:
Continuing Operations	$	4.03	$	4.19
Discontinued Operations		17.48		5.14
Total	$	21.51	$	9.33
Weighted Average Units Outstanding –       Basic and Diluted		15,698		15,698

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 4 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS

	Three Months Ended March 31,
	2012			2011
Cash Flows from Operating Activities:
Net Income	$	345,515		$	168,311
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		83,821			82,184
Gain on Sale of Real Estate		(278,651	)		(83,734	)
Increase (Decrease) in Payable to    AEI Fund Management, Inc.		18,338			(23,807	)
Increase (Decrease) in Unearned Rent		22,558			2,969
Total Adjustments		(153,934	)		(22,388	)
Net Cash Provided By    Operating Activities		191,581			145,923
Cash Flows from Investing Activities:
Investments in Real Estate		(824,500	)		0
Proceeds from Sale of Real Estate		886,168			889,965
Net Cash Provided By    Investing Activities		61,668			889,965
Cash Flows from Financing Activities:
Distributions Paid to Partners		(190,208	)		(190,614	)
Net Increase (Decrease) in Cash		63,041			845,274
Cash, beginning of period		410,261			509,767
Cash, end of period	$	473,302		$	1,355,041

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 5 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

	General Partners			Limited Partners			Total			Limited Partnership Units Outstanding
Balance, December 31, 2010	$	(16,055	)	$	10,813,357		$	10,797,302			15,697.53
Distributions Declared		(5,081	)		(184,502	)		(189,583	)
Net Income		21,787			146,524			168,311
Balance, March 31, 2011	$	651		$	10,775,379		$	10,776,030			15,697.53
Balance, December 31, 2011	$	572		$	10,483,563		$	10,484,135			15,697.53
Distributions Declared		(5,706	)		(184,502	)		(190,208	)
Net Income		7,889			337,626			345,515
Balance, March 31, 2012	$	2,755		$	10,636,687		$	10,639,442			15,697.53

The accompanying Notes to Financial Statements are an integral part of this statement.

Page 6 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

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

(2)  Organization –

AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants.  The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner.  Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner.  AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder.  AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

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

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

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.

Page 7 of 18

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 property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year.  Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed.  Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

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

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

(3)  Reclassification –

Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2012 presentation.  These reclassifications had no effect on Partners’ capital, net income or cash flows.

(4)  Real Estate Held for Investment –

On October 21, 2011, the Partnership purchased a 28% interest in a Staples store in Clermont, Florida for $897,288.  The Partnership allocated $116,953 of the purchase price to Acquired Intangible Lease Assets and incurred $18,941 of acquisition expenses related to the purchase that were expensed.  The property is leased to Staples the Office Superstore East, Inc. under a Lease Agreement with a remaining primary term of 8.4 years (as of the date of purchase) and annual rent of $73,031 for the interest purchased.  The remaining interest in the property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

Page 8 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(4)  Real Estate Held for Investment – (Continued)

On March 16, 2012, the Partnership purchased a 34% interest in a PetSmart store in Galveston, Texas for $824,500.  The Partnership allocated $204,452 of the purchase price to Acquired Intangible Lease Assets and incurred $18,928 of acquisition expenses related to the purchase that were expensed.  The property is leased to PetSmart, Inc. under a Lease Agreement with a remaining primary term of 10.0 years and annual rent of $65,560 for the interest purchased.  The remaining interest in the property was purchased by AEI Accredited Investor Fund V LP, an affiliate of the Partnership.

(5)  Payable to AEI Fund Management, Inc. –

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

(6)  Discontinued Operations –

In November 2010, the Partnership entered into an agreement to sell the Hollywood Video store in Minot, North Dakota to an unrelated third party.  On January 14, 2011, the sale closed with the Partnership receiving net proceeds of $881,953, which resulted in a net gain of $81,953.  At the time of sale, the cost and related accumulated depreciation was $1,111,393 and $311,393, respectively.

On March 17, 2011, the Partnership sold its remaining 0.5877% interest in the Arby’s restaurant in Homewood, Alabama to an unrelated third party.  The Partnership received net sale proceeds of $8,012, which resulted in a net gain of $1,781.  The cost and related accumulated depreciation of the interest sold was $8,184 and $1,953, respectively.

On January 6, 2012, the Partnership sold the KinderCare daycare center in Pearland, Texas to an unrelated third party.  The Partnership received net sale proceeds of $859,968, which resulted in a net gain of $277,578.  At the time of sale, the cost and related accumulated depreciation was $943,416 and $361,026, respectively.  At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $582,390.

On February 3, 2012, the Partnership sold its remaining interests in the KinderCare daycare centers in Golden, Colorado, and Plainfield, Illinois to an unrelated third party.  The Partnership received total net sale proceeds of $26,200, which resulted in a net gain of $1,073.  The cost and related accumulated depreciation of the interests sold was $38,173 and $13,046, respectively.

Page 9 of 18

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(6)  Discontinued Operations – (Continued)

During the first three months of 2011, the Partnership distributed net sale proceeds of $30,303 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $1.91 per Limited Partnership Unit.  The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future.

The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements.  The following are the results of discontinued operations for the three months ended March 31:

		2012		2011
Rental Income	$	1,765	$	26,587
Property Management Expenses		(119)		(2,183)
Depreciation		0		(7,714)
Gain on Disposal of Real Estate		278,651		83,734
Income from Discontinued Operations	$	280,297	$	100,424

(7)  Fair Value Measurements –

As of March 31, 2012, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters.  These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:

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

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

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

— the success of the General Partners of locating properties with favorable risk return characteristics;

— the effect of tenant defaults; and

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

Page 10 of 18

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

Application of Critical Accounting Policies

The Partnership’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP).  Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions.  These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods.  It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, will be affected if management’s estimates or assumptions prove inaccurate.

Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with managing partner of the Partnership.

Allocation of Purchase Price of Acquired Properties

Upon acquisition of real properties, the Partnership records them in the financial statements at cost (not including acquisition expenses).  The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases.  The allocation of the purchase price is based upon the fair value of each component of the property.  Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.

The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods.  The above market and below market lease values will be capitalized as intangible lease assets or liabilities.  Above market lease values will be amortized as an adjustment of rental income over the remaining terms of the respective leases.  Below market leases will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods.  If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.

Page 11 of 18

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

The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease.  Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management’s consideration of current market costs to execute a similar lease.  These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases.  The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease.  These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases.  If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The determination of the fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables.  If management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.

Carrying Value of Properties

The carrying value of the properties is initially recorded at cost, not including acquisition expenses.  The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable.  For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted 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 net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value.  Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

Allocation of Expenses

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.

Page 12 of 18

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

Results of Operations

For the three months ended March 31, 2012 and 2011, the Partnership recognized rental income from continuing operations of $216,455 and $188,044, respectively.  In 2012, rental income increased due to additional rent received from two property acquisitions in 2011 and 2012 and rent increases on four properties.  Based on the scheduled rent for the properties owned as of April 30, 2012, the Partnership expects to recognize rental income from continuing operations of approximately $907,000 in 2012.

For the three months ended March 31, 2012 and 2011, the Partnership incurred Partnership administration expenses from affiliated parties of $40,121 and $40,551, respectively.  These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners.  During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $9,642 and $7,840, respectively.  These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs.

For the three months ended March 31, 2012, the Partnership incurred property acquisition expenses of $18,928 related to the purchase of the PetSmart store in Galveston, Texas.

For the three months ended March 31, 2012 and 2011, the Partnership recognized interest income of $1,275 and $2,704, respectively.

Upon complete disposal of a property or classification of a property as Real Estate Held for Sale, the Partnership includes the operating results and sale of the property in discontinued operations.  In addition, the Partnership reclassifies the prior periods’ operating results of the property to discontinued operations.  For the three months ended March 31, 2012, the Partnership recognized income from discontinued operations of $280,297, representing rental income less property management expenses of $1,646 and gain on disposal of real estate of $278,651.  For the three months ended March 31, 2011, the Partnership recognized income from discontinued operations of $100,424, representing rental income less property management expenses and depreciation of $16,690 and gain on disposal of real estate of $83,734.

In November 2010, the Partnership entered into an agreement to sell the Hollywood Video store in Minot, North Dakota to an unrelated third party.  On January 14, 2011, the sale closed with the Partnership receiving net proceeds of $881,953, which resulted in a net gain of $81,953.  At the time of sale, the cost and related accumulated depreciation was $1,111,393 and $311,393, respectively.

On March 17, 2011, the Partnership sold its remaining 0.5877% interest in the Arby’s restaurant in Homewood, Alabama to an unrelated third party.  The Partnership received net sale proceeds of $8,012, which resulted in a net gain of $1,781.  The cost and related accumulated depreciation of the interest sold was $8,184 and $1,953, respectively.

Page 13 of 18

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

On January 6, 2012, the Partnership sold the KinderCare daycare center in Pearland, Texas to an unrelated third party.  The Partnership received net sale proceeds of $859,968, which resulted in a net gain of $277,578.  At the time of sale, the cost and related accumulated depreciation was $943,416 and $361,026, respectively.  At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $582,390.

On February 3, 2012, the Partnership sold its remaining interests in the KinderCare daycare centers in Golden, Colorado, and Plainfield, Illinois to an unrelated third party.  The Partnership received total net sale proceeds of $26,200, which resulted in a net gain of $1,073.  The cost and related accumulated depreciation of the interests sold was $38,173 and $13,046, respectively.

Management believes inflation has not significantly affected 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.  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 three months ended March 31, 2012, the Partnership's cash balances increased $63,041 as a result of cash generated from the sale of property and cash generated from operating activities in excess of distributions paid to the Partners, which were partially offset by cash used to purchase property.  During the three months ended March 31, 2011, the Partnership's cash balances increased $845,274 as a result of cash generated from the sale of property, which was partially offset by distributions paid to the Partners in excess of cash generated from operating activities.

Net cash provided by operating activities increased from $145,923 in 2011 to $191,581 in 2012 as a result of an increase in total rental and interest income in 2012, a decrease in Partnership administration and property management expenses in 2012 and net timing differences in the collection of payments from the tenants and the payment of expenses.  During 2012, cash from operations was reduced by $18,928 of acquisition expenses related to the purchase of real estate.  Pursuant to accounting guidance, these expenses were reflected as operating cash outflows.  However, pursuant to the Partnership Agreement, acquisition expenses were funded with proceeds from property sales.

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 three months ended March 31, 2012 and 2011, the Partnership generated cash flow from the sale of real estate of $886,168 and $889,965, respectively.  During the three months ended March 31, 2012, the Partnership expended $824,500 to invest in real properties as the Partnership reinvested cash generated from property sales.

Page 14 of 18

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

On October 21, 2011, the Partnership purchased a 28% interest in a Staples store in Clermont, Florida for $897,288.  The property is leased to Staples the Office Superstore East, Inc. under a Lease Agreement with a remaining primary term of 8.4 years (as of the date of purchase) and annual rent of $73,031 for the interest purchased.  The remaining interest in the property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

On March 16, 2012, the Partnership purchased a 34% interest in a PetSmart store in Galveston, Texas for $824,500.  The property is leased to PetSmart, Inc. under a Lease Agreement with a remaining primary term of 10.0 years and annual rent of $65,560 for the interest purchased.  The remaining interest in the property was purchased by AEI Accredited Investor Fund V LP, an affiliate of the Partnership.

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

For the three months ended March 31, 2012 and 2011, the Partnership declared distributions of $190,208 and $189,583, 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 $184,502 and $184,502 and the General Partners received distributions of $5,706 and $5,081 for the periods, respectively.

During the first three months of 2011, the Partnership distributed net sale proceeds of $30,303 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $1.91 per Limited Partnership Unit.  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.

During the three months ended March 31, 2012 and the year ended December 31, 2011, the Partnership did not redeem any Units from the Limited Partners.  In prior years, a total of 71 Limited Partners redeemed 1,219.69 Partnership Units for $975,145 in accordance with the Partnership Agreement.  The redemptions increase the remaining Limited Partners’ ownership interest in the Partnership.

Page 15 of 18

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

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.

The Economy and Market Conditions

The impact of conditions in the economy over the last few years, including the turmoil in the credit markets, has adversely affected many real estate investment funds.  However, the absence of mortgage financing on the Partnership's properties eliminates the risks of foreclosure and debt-refinancing that can negatively impact the value and distributions of leveraged real estate investment funds.  Nevertheless, a prolonged economic downturn may adversely affect the operations of the Partnership's tenants and their cash flows.  If a tenant were to default on its lease obligations, the Partnership's income would decrease, its distributions would likely be reduced and the value of its properties might decline.

ITEM 3.  QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4.  CONTROLS AND PROCEDURES.

(a)  Disclosure Controls and Procedures.

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

(b)  Changes in Internal Control Over Financial Reporting.

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

Page 16 of 18

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

ITEM 1A.  RISK FACTORS.

Not required for a smaller reporting company.

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

(a) None.

(b) Not applicable.

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.  OTHER INFORMATION.

None.

Page 17 of 18

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May 14, 2012	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)

Page 18 of 18

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert P. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 14, 2012	/s/ ROBERT P JOHNSON
	Robert P. Johnson, President
	AEI Fund Management XXI, Inc.
	Managing General Partner

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Patrick W. Keene, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AEI Income & Growth Fund XXII Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 14, 2012	/s/ PATRICK W KEENE
	Patrick W. Keene, Chief Financial Officer
	AEI Fund Management XXI, Inc.
	Managing General Partner

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AEI Income & Growth Fund XXII Limited Partnership (the “Partnership”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Robert P. Johnson, President of AEI Fund Management XXI, Inc., the Managing General Partner of the Partnership, and Patrick W. Keene, Chief Financial Officer of AEI Fund Management XXI, Inc., each certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ ROBERT P JOHNSON

Robert P. Johnson, President

AEI Fund Management XXI, Inc.

Managing General Partner

May 14, 2012

/s/ PATRICK W KEENE

Patrick W. Keene, Chief Financial Officer

AEI Fund Management XXI, Inc.

Managing General Partner

May 14, 2012

XML

Reclassification

3 Months Ended

Mar. 31, 2012

Reclassifications [Text Block]

(3) Reclassification –

Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2012 presentation. These reclassifications had no effect on Partners’ capital, net income or cash flows.

XML

Organization

3 Months Ended

Mar. 31, 2012

Business Description and Accounting Policies [Text Block]

(2)  Organization –

AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

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

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

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.

XML

Balance Sheet (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current Assets:
Cash	$ 473,302	$ 410,261
Real Estate Held for Investment:
Land	3,532,249	3,201,246
Buildings and Equipment	8,268,221	8,017,349
Acquired Intangible Lease Assets	321,405	116,953
Real Estate Investments, at cost	12,121,875	11,335,548
Accumulated Depreciation and Amortization	(1,659,630)	(1,588,855)
Real Estate Held for Investment, Net	10,462,245	9,746,693
Real Estate Held for Sale	0	582,390
Total Real Estate	10,462,245	10,329,083
Total Assets	10,935,547	10,739,344
Current Liabilities:
Payable to AEI Fund Management, Inc.	53,882	35,544
Distributions Payable	190,208	190,208
Unearned Rent	52,015	29,457
Total Current Liabilities	296,105	255,209
Partners’ Capital:
General Partners	2,755	572
Limited Partners, $1,000 per Unit; 24,000 Units authorized; 16,917 Units issued; 15,698 Units outstanding	10,636,687	10,483,563
Total Partners' Capital	10,639,442	10,484,135
Total Liabilities and Partners' Capital	$ 10,935,547	$ 10,739,344

XML

Statement of Changes in Partners' Capital (USD $)	General Partner [Member]	Limited Partner [Member]	Total
Balance at Dec. 31, 2010	$ (16,055)	$ 10,813,357	$ 10,797,302
Balance (in Shares) at Dec. 31, 2010		15,697.53
Distributions Declared	(5,081)	(184,502)	(189,583)
Net Income	21,787	146,524	168,311
Balance at Mar. 31, 2011	651	10,775,379	10,776,030
Balance (in Shares) at Mar. 31, 2011		15,697.53
Balance at Dec. 31, 2011	572	10,483,563	10,484,135
Balance (in Shares) at Dec. 31, 2011		15,697.53	15,698
Distributions Declared	(5,706)	(184,502)	(190,208)
Net Income	7,889	337,626	345,515
Balance at Mar. 31, 2012	$ 2,755	$ 10,636,687	$ 10,639,442
Balance (in Shares) at Mar. 31, 2012		15,697.53	15,698

XML

Basis of Accounting

3 Months Ended

Mar. 31, 2012

Basis of Accounting [Text Block]

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

XML

Balance Sheet (Parentheticals) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Limited Partners, unit value (in Dollars)	$ 1,000	$ 1,000
Limited Partners, units authorized	24,000	24,000
Limited Partners, units issued	16,917	16,917
Limited Partners, units outstanding	15,698	15,698

XML

Document And Entity Information (USD $)	3 Months Ended
	Mar. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	AEI Income & Growth Fund XXII LTD Partnership
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	15,698
Entity Public Float	$ 0
Amendment Flag	false
Entity Central Index Key	0001023458
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Statement of Income (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Rental Income	$ 216,455	$ 188,044
Expenses:
Partnership Administration – Affiliates	40,121	40,551
Partnership Administration and Property Management – Unrelated Parties	9,642	7,840
Property Acquisition	18,928	0
Depreciation and Amortization	83,821	74,470
Total Expenses	152,512	122,861
Operating Income	63,943	65,183
Other Income:
Interest Income	1,275	2,704
Income From Continuing Operations	65,218	67,887
Income from Discontinued Operations	280,297	100,424
Net Income	345,515	168,311
Net Income Allocated:
General Partners	7,889	21,787
Limited Partners	337,626	146,524
Total	$ 345,515	$ 168,311
Income per Limited Partnership Unit:
Continuing Operations (in Dollars per Item)	4.03	4.19
Discontinued Operations (in Dollars per Item)	17.48	5.14
Total (in Dollars per Item)	21.51	9.33
Weighted Average Units Outstanding – Basic and Diluted (in Shares)	15,698	15,698

XML

Discontinued Operations

3 Months Ended

Mar. 31, 2012

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

(6)  Discontinued Operations –

In November 2010, the Partnership entered into an agreement to sell the Hollywood Video store in Minot, North Dakota to an unrelated third party. On January 14, 2011, the sale closed with the Partnership receiving net proceeds of $881,953, which resulted in a net gain of $81,953. At the time of sale, the cost and related accumulated depreciation was $1,111,393 and $311,393, respectively.

On March 17, 2011, the Partnership sold its remaining 0.5877% interest in the Arby’s restaurant in Homewood, Alabama to an unrelated third party. The Partnership received net sale proceeds of $8,012, which resulted in a net gain of $1,781. The cost and related accumulated depreciation of the interest sold was $8,184 and $1,953, respectively.

On January 6, 2012, the Partnership sold the KinderCare daycare center in Pearland, Texas to an unrelated third party. The Partnership received net sale proceeds of $859,968, which resulted in a net gain of $277,578. At the time of sale, the cost and related accumulated depreciation was $943,416 and $361,026, respectively. At December 31, 2011, the property was classified as Real Estate Held for Sale with a carrying value of $582,390.

On February 3, 2012, the Partnership sold its remaining interests in the KinderCare daycare centers in Golden, Colorado, and Plainfield, Illinois to an unrelated third party. The Partnership received total net sale proceeds of $26,200, which resulted in a net gain of $1,073. The cost and related accumulated depreciation of the interests sold was $38,173 and $13,046, respectively.

During the first three months of 2011, the Partnership distributed net sale proceeds of $30,303 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $1.91 per Limited Partnership Unit. The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future.

The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements. The following are the results of discontinued operations for the three months ended March 31:

		2012		2011
Rental Income	$	1,765	$	26,587
Property Management Expenses		(119)		(2,183)
Depreciation		0		(7,714)
Gain on Disposal of Real Estate		278,651		83,734
Income from Discontinued Operations	$	280,297	$	100,424

XML

Payable to AEI Fund Management, Inc.

3 Months Ended

Mar. 31, 2012

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(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.

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Text Block]

(7)  Fair Value Measurements –

As of March 31, 2012, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

XML

Statement of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash Flows from Operating Activities:
Net Income	$ 345,515	$ 168,311
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization	83,821	82,184
Gain on Sale of Real Estate	(278,651)	(83,734)
Increase (Decrease) in Payable to AEI Fund Management, Inc.	18,338	(23,807)
Increase (Decrease) in Unearned Rent	22,558	2,969
Total Adjustments	(153,934)	(22,388)
Net Cash Provided By Operating Activities	191,581	145,923
Cash Flows from Investing Activities:
Investments in Real Estate	(824,500)	0
Proceeds from Sale of Real Estate	886,168	889,965
Net Cash Provided By Investing Activities	61,668	889,965
Cash Flows from Financing Activities:
Distributions Paid to Partners	(190,208)	(190,614)
Net Increase (Decrease) in Cash	63,041	845,274
Cash, beginning of period	410,261	509,767
Cash, end of period	$ 473,302	$ 1,355,041

XML

Real Estate Held for Investment

3 Months Ended

Mar. 31, 2012

Real Estate Disclosure [Text Block]

(4) Real Estate Held for Investment –

On October 21, 2011, the Partnership purchased a 28% interest in a Staples store in Clermont, Florida for $897,288. The Partnership allocated $116,953 of the purchase price to Acquired Intangible Lease Assets and incurred $18,941 of acquisition expenses related to the purchase that were expensed. The property is leased to Staples the Office Superstore East, Inc. under a Lease Agreement with a remaining primary term of 8.4 years (as of the date of purchase) and annual rent of $73,031 for the interest purchased. The remaining interest in the property was purchased by AEI Income & Growth Fund 25 LLC, an affiliate of the Partnership.

On March 16, 2012, the Partnership purchased a 34% interest in a PetSmart store in Galveston, Texas for $824,500. The Partnership allocated $204,452 of the purchase price to Acquired Intangible Lease Assets and incurred $18,928 of acquisition expenses related to the purchase that were expensed. The property is leased to PetSmart, Inc. under a Lease Agreement with a remaining primary term of 10.0 years and annual rent of $65,560 for the interest purchased. The remaining interest in the property was purchased by AEI Accredited Investor Fund V LP, an affiliate of the Partnership.