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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



| | x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - |  | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005 or



| |  ̈ |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - |  | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-23656



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WELLS REAL ESTATE FUND VI, L.P.

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58-2022628                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|6200 The Corners Pkwy., Norcross, Georgia                      |  | 30092-3365                             
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                         



N/A

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(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.

Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).

Yes ̈No  x



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



Certain statements contained in this Form 10-Q of Wells Real Estate Fund VI, L.P. (the
Partnership) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in
particular, statements about our plans, strategies and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated.
Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will,
expect, intend, anticipate, estimate, believe, continue, or other similar words. Specifically, among others, we consider statements concerning projections of future operating
results and cash flows, our ability to meet future obligations, and the amount and timing of future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date that this report is filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of
any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.



Any such forward-looking statements
are subject to known and unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are
difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations; provide
distributions to limited partners; and maintain the value of our real estate properties, may be significantly hindered. Following are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to
differ materially from those presented in certain forward-looking statements:



General economic risks



| |  |  | Adverse changes in general or local economic conditions;
| | - |  | --------------------------------------------------------



| |  |  | Adverse economic conditions affecting the particular industry of one or more tenants in properties owned by our joint ventures;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



Enterprise risks



| |  |  | Our dependency on Wells Capital, Inc. (Wells Capital) and its affiliates and their key personnel for various administrative services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wells Capitals ability to attract and retain high quality personnel who can provide acceptable service levels and generate economies of scale over time;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to liquidate and dissolve the Partnership in a timely manner, to fund related administrative costs, and to minimize such costs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



Real estate risks



| |  |  | Our ability to achieve appropriate occupancy levels resulting in rental amounts sufficient to cover operating costs;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Supply of or demand for similar or competing rentable space, which may adversely impact retaining or obtaining new tenants upon lease expiration at acceptable rental amounts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 2



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| |  |  | Tenant ability or willingness to satisfy obligations relating to our existing lease agreements;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Increases in property operating expenses, including property taxes, insurance, and other costs not recoverable from tenants;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to secure adequate insurance at reasonable and appropriate rates to avoid uninsured losses or losses in excess of insured amounts;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discovery of previously undetected environmentally hazardous or other undetected adverse conditions at our properties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to fund foreseen and unforeseen capital expenditures, including those related to tenant build-out projects, tenant improvements, and lease-up costs, out of operating
cash flow or net property sale proceeds;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to sell a property when desirable at an acceptable return, including the ability of the purchaser to satisfy any and all closing conditions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



Other operational risks



| |  |  | Our reliance on Wells Management Company, Inc. (Wells Management) or third parties to manage our properties;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Increases in our administrative operating expenses, including increased expenses associated with operating as a public company in the current regulatory environment;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to comply with governmental, tax, real estate, environmental, and zoning laws or regulations and funding the related costs of compliance; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Actions of our joint venture partners, including potential bankruptcy, business interests differing from ours, or other actions that may adversely impact the operations of joint
ventures.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 3



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WELLS REAL ESTATE FUND VI, L.P.





TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                               |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                               |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                          |  |         
|         |  |                       | 
|         |  |                       |  | Balance SheetsSeptember 30, 2005 (unaudited) and December 31, 2004                                                           |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)       |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2004 and the Nine Months Ended September 30, 2005 (unaudited) |  | 8       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)                        |  | 9       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                           |  | 10      
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 16      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 22      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                       |  | 22      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                             |  | 23      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                   |  | 23      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                               |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 23      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                             |  | 23      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                      |  | 23      



Page 4



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PART I.    FINANCIAL STATEMENTS



The information furnished in the Partnerships accompanying balance sheets and consolidated statements of operations, partners capital, and cash flows reflects all adjustments that are, in managements opinion, necessary for
a fair and consistent presentation of the aforementioned financial statements.



The financial statements should be read in conjunction with the notes to the Partnerships financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included both in this report
on Form 10-Q and in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2004. The Partnerships results of operations for the three months and nine months ended September 30, 2005 are not necessarily indicative of
the operating results expected for the full year.



Page 5



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WELLS REAL ESTATE FUND VI, L.P.





BALANCE SHEETS



ASSETS



|                                                                                                                          |  |                                |           |                  |   |           
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --------- | ---------------- | - | ----------
|                                                                                                                          |  | September 30, 2005 (unaudited) |           | December 31,2004
|Investment in joint ventures                                                                                              |  | $                              | 2,099,504 |                  | $ | 8,111,294 
|Cash and cash equivalents                                                                                                 |  |                                | 4,154,229 |                  |   | 1,873,477 
|Due from joint ventures                                                                                                   |  |                                | 82,329    |                  |   | 204,966   
|Due from affiliate                                                                                                        |  |                                | 0         |                  |   | 61        
|                                                                                                                          |  |                                |           |                  |   |           
|Total assets                                                                                                              |  | $                              | 6,336,062 |                  | $ | 10,189,798
|                                                                                                                          |  |                                |           |                  |   |           
|                                                                                                                         
|LIABILITIES AND PARTNERS CAPITAL                                                                                        
|                                                                                                                          |  |                               
|LIABILITIES:                                                                                                              |  |                                |           |                  |   |           
|Accounts payable and accrued expenses                                                                                     |  | $                              | 24,459    |                  | $ | 46,981    
|Partnership distributions payable                                                                                         |  |                                | 0         |                  |   | 121,157   
|Due to affiliates                                                                                                         |  |                                | 6,077     |                  |   | 3,683     
|                                                                                                                          |  |                                |           |                  |   |           
|Total liabilities                                                                                                         |  |                                | 30,536    |                  |   | 171,821   
|                                                                                                                          |  |                               
|PARTNERS CAPITAL:                                                                                                        |  |                                |           |                  |   |           
|Limited partners                                                                                                          |  |                                |           |                  |   |           
|Class A2,310,358 and 2,307,758 units issued and outstanding as of September 30, 2005 and December 31, 2004, respectively |  |                                | 4,274,672 |                  |   | 8,839,140 
|Class B189,642 and 192,242 units issued and outstanding as of September 30, 2005 and December 31, 2004, respectively     |  |                                | 2,030,854 |                  |   | 1,178,837 
|General partners                                                                                                          |  |                                | 0         |                  |   | 0         
|                                                                                                                          |  |                                |           |                  |   |           
|Total partners capital                                                                                                   |  |                                | 6,305,526 |                  |   | 10,017,977
|                                                                                                                          |  |                                |           |                  |   |           
|Total liabilities and partners capital                                                                                   |  | $                              | 6,336,062 |                  | $ | 10,189,798
|                                                                                                                          |  |                                |           |                  |   |           



See accompanying notes.



Page 6



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WELLS REAL ESTATE FUND VI, L.P.





STATEMENTS OF OPERATIONS

(unaudited)



|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|------------------------------------------------------------ |  | ------------------------------- | --------- | ------------------------------ | ---- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                             |  | Three Months EndedSeptember 30, |           | Nine Months EndedSeptember 30,
|                                                             |  | 2005                            |           |                                | 2004 |   | 2005      |  | 2004
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                               | 60,529    |                                |      | $ | 630,395   |  | $    | 2,054,915 |  | $ | 2,129,202
|                                                             |  |                                 |           |                               
|EXPENSES:                                                    |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|Partnership administration                                   |  |                                 | 34,318    |                                |      |   | 35,023    |  |      | 103,253   |  |   | 108,834  
|Legal and accounting                                         |  |                                 | 23,758    |                                |      |   | 15,131    |  |      | 48,968    |  |   | 36,143   
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|Total expenses                                               |  |                                 | 58,076    |                                |      |   | 50,154    |  |      | 152,221   |  |   | 144,977  
|                                                             |  |                                 |           |                               
|INTEREST AND OTHER INCOME                                    |  |                                 | 35,860    |                                |      |   | 10,746    |  |      | 90,407    |  |   | 22,572   
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|NET INCOME                                                   |  | $                               | 38,313    |                                |      | $ | 590,987   |  | $    | 1,993,101 |  | $ | 2,006,797
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  | $                               | 70,686    |                                |      | $ | 267,736   |  | $    | 697,130   |  | $ | 1,232,738
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  | $                               | (32,373   | )                              |      | $ | 323,251   |  | $    | 1,295,971 |  | $ | 774,059  
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  | $                               | 0.03      |                                |      | $ | 0.12      |  | $    | 0.30      |  | $ | 0.54     
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  | $                               | (0.17     | )                              |      | $ | 1.57      |  | $    | 6.81      |  | $ | 3.75     
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  |                                 | 2,310,358 |                                |      |   | 2,294,727 |  |      | 2,309,825 |  |   | 2,293,694
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  |                                 | 189,642   |                                |      |   | 205,273   |  |      | 190,175   |  |   | 206,306  
|                                                             |  |                                 |           |                                |      |   |           |  |      |           |  |   |          



See accompanying notes.



Page 7



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WELLS REAL ESTATE FUND VI, L.P.





STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2004

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2005 (unaudited)



|                                                                                                                      |  |                  |  |         |                  |   |                         |         |   |         |   |           |   |  |   |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------- | ---------------- | - | ----------------------- | ------- | - | ------- | - | --------- | - |  | - | - |  | - | ---------- | -
|                                                                                                                      |  | Limited Partners |  |         | General Partners |   | Total Partners Capital |        
|                                                                                                                      |  | Class A          |  |         | Class B          |   |                         |        
|                                                                                                                      |  | Units            |  | Capital |                  |   | Units                   |         |   | Capital |   |           |  
|BALANCE, December 31, 2003                                                                                            |  | 2,292,427        |  | $       | 16,337,490       |   |                         | 207,573 |   |         | $ | 542,233   |   |  | $ | 0 |  | $ | 16,879,723 |  
|                                                                                                                      |  |                  |  |         |                  |  
|Class B conversion elections                                                                                          |  | 15,331           |  |         | 61,181           |   |                         | (15,331 | ) |         |   | (61,181   | ) |  |   | 0 |  |   | 0          |  
|Net income                                                                                                            |  | 0                |  |         | 2,052,224        |   |                         | 0       |   |         |   | 1,511,144 |   |  |   | 0 |  |   | 3,563,368  |  
|Distributions of net sale proceeds ($3.92 and $4.01 per weighted-average Class A Unit and Class B Unit, respectively) |  | 0                |  |         | (9,014,160       | ) |                         | 0       |   |         |   | (813,359  | ) |  |   | 0 |  |   | (9,827,519 | )
|Distributions of operating cash flows ($0.26 per weighted-average Class A Unit)                                       |  | 0                |  |         | (597,595         | ) |                         | 0       |   |         |   | 0         |   |  |   | 0 |  |   | (597,595   | )
|                                                                                                                      |  |                  |  |         |                  |   |                         |         |   |         |   |           |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2004                                                                                            |  | 2,307,758        |  |         | 8,839,140        |   |                         | 192,242 |   |         |   | 1,178,837 |   |  |   | 0 |  |   | 10,017,977 |  
|                                                                                                                      |  |                  |  |         |                  |  
|Class B conversion elections                                                                                          |  | 2,600            |  |         | 15,573           |   |                         | (2,600  | ) |         |   | (15,573   | ) |  |   | 0 |  |   | 0          |  
|Net income                                                                                                            |  | 0                |  |         | 697,130          |   |                         | 0       |   |         |   | 1,295,971 |   |  |   | 0 |  |   | 1,993,101  |  
|Distributions of net sale proceeds ($2.24 and $2.24 per weighted-average Class A Unit and Class B Unit, respectively) |  | 0                |  |         | (5,171,619       | ) |                         | 0       |   |         |   | (428,381  | ) |  |   | 0 |  |   | (5,600,000 | )
|Distributions of operating cash flows ($0.05 per weighted-average Class A Unit)                                       |  | 0                |  |         | (105,552         | ) |                         | 0       |   |         |   | 0         |   |  |   | 0 |  |   | (105,552   | )
|                                                                                                                      |  |                  |  |         |                  |   |                         |         |   |         |   |           |   |  |   |   |  |   |            |  
|BALANCE, September 30, 2005                                                                                           |  | 2,310,358        |  | $       | 4,274,672        |   |                         | 189,642 |   |         | $ | 2,030,854 |   |  | $ | 0 |  | $ | 6,305,526  |  
|                                                                                                                      |  |                  |  |         |                  |   |                         |         |   |         |   |           |   |  |   |   |  |   |            |  



See accompanying notes.



Page 8



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WELLS REAL ESTATE FUND VI, L.P.





STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                  |  |                                 |            |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                  |  | Nine Months Ended September 30, |           
|                                                                                  |  | 2005                            |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Net income                                                                        |  | $                               | 1,993,101  |   |      | $ | 2,006,797  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |            |   |      |   |            |  
|Equity in income of joint ventures                                                |  |                                 | (2,054,915 | ) |      |   | (2,129,202 | )
|Operating changes in assets and liabilities:                                      |  |                                 |            |   |      |   |            |  
|Decrease in due from affiliate                                                    |  |                                 | 61         |   |      |   | 0          |  
|Increase in due to affiliates                                                     |  |                                 | 2,394      |   |      |   | 0          |  
|(Decrease) increase in accounts payable and accrued expenses                      |  |                                 | (22,522    | ) |      |   | 10,096     |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Total adjustments                                                                 |  |                                 | (2,074,982 | ) |      |   | (2,119,106 | )
|Operating distributions received from joint ventures                              |  |                                 | 197,432    |   |      |   | 955,448    |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash flows provided by operating activities                                   |  |                                 | 115,551    |   |      |   | 843,139    |  
|                                                                                  |  |                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Investment in joint ventures                                                      |  |                                 | (9,153     | ) |      |   | (322,970   | )
|Net sale proceeds received from joint ventures                                    |  |                                 | 8,001,063  |   |      |   | 6,395,714  |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash flows provided by investing activities                                   |  |                                 | 7,991,910  |   |      |   | 6,072,744  |  
|                                                                                  |  |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Net sale proceeds distributions paid to limited partners                          |  |                                 | (5,600,000 | ) |      |   | (5,231,000 | )
|Operating distributions paid to limited partners                                  |  |                                 | (226,709   | ) |      |   | (712,748   | )
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash flows used in investing activities                                       |  |                                 | (5,826,709 | ) |      |   | (5,943,748 | )
|                                                                                  |  |                                 |            |   |      |   |            |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                 | 2,280,752  |   |      |   | 972,135    |  
|                                                                                  |  |                                
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                 | 1,873,477  |   |      |   | 5,462,957  |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                               | 4,154,229  |   |      | $ | 6,435,092  |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                 |            |   |      |   |            |  
|Increase in partnership distributions payable                                     |  | $                               | 0          |   |      | $ | 136,209    |  
|                                                                                  |  |                                 |            |   |      |   |            |  



See accompanying notes.



Page 9



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WELLS REAL ESTATE FUND VI, L.P.





CONDENSED NOTES TO FINANCIAL STATEMENTS



SEPTEMBER 30, 2005 (unaudited)



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------



Wells Real Estate Fund VI, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells
Partners), a Georgia nonpublic limited partnership, serving as its general partners (collectively, the General Partners). Wells Capital, Inc. (Wells Capital) serves as the corporate general partner of Wells Partners.
Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. Leo F. Wells, III is the president and sole director of Wells Capital and the sole owner of Wells Real Estate Funds, Inc. The Partnership was formed on December 1, 1992 for
the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and managing income-producing properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Class A Units or
Class B Units. The limited partners have the right to change their prior elections to have some or all of their units treated as Class A Units or Class B Units one time every five years and may vote to, among other things: (a) amend the Partnership
agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; and (c) add or remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without
the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.



On April 5, 1993, the Partnership commenced a public offering of its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the
Securities Act of 1933. The Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on May 17, 1993. The offering was terminated on April 4, 1994, at which time the Partnership had sold approximately
1,933,218 Class A Units and 566,782 Class B Units representing capital contributions of $25,000,000.



The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners. During the period presented, the Partnership owned interests in
the following joint ventures (the Joint Ventures) and properties:



|                                                                      |  |                                                                                                                                           |  |                                                                                                                                                                                            
|--------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                         |  | Joint Venture Partners                                                                                                                    |  | Properties                                                                                                                                                                                 
|Fund II, III, VI and VII Associates (Fund II-III-VI-VII Associates) |  |    Fund II and Fund III
Associates(Fund II-III Associates)(1)    Wells Real Estate Fund VI, L.P.    Wells Real Estate Fund VII, L.P. |  | 1. Holcomb Bridge Property(2) An office/retail center located in
Roswell, Georgia                                                                                                          
|Fund V and Fund VI Associates (Fund V-VI Associates)                |  |    Wells Real Estate Fund V, L.P.    Wells Real Estate Fund VI, L.P.                                                                    |  | 2. Stockbridge Village II(3) Two retail buildings located in
Stockbridge, Georgia                                                                                                          
|Fund V, Fund VI and Fund VII Associates (Fund V-VI-VII Associates)  |  |    Wells Real Estate Fund V, L.P.    Wells Real Estate Fund VI, L.P.    Wells Real Estate Fund VII, L.P.                               |  | 3. Marathon Building(4) A three-story office building located in Appleton,
Wisconsin                                                                                                       
|Fund VI and Fund VII Associates (Fund VI-VII Associates)            |  |    Wells Real Estate Fund VI, L.P.
   Wells Real Estate Fund VII, L.P.                                                                  |  | 4. Stockbridge Village I Expansion(3) A retail
shopping center expansion located in Stockbridge, Georgia 5. Stockbridge Village III(3) Two retail buildings located in
Stockbridge, Georgia



Page 10



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|                                                                           |  |                                                                                                                |  |                                                                                                                                                                                      
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                              |  | Joint Venture Partners                                                                                         |  | Properties                                                                                                                                                                           
|Fund VI, Fund VII and Fund VIII Associates (Fund VI-VII-VIII Associates) |  |    Wells Real Estate Fund VI, L.P.
   Wells Real Estate Fund VII, L.P.    Wells Real Estate Fund VIII, L.P. |  | 6. BellSouth Building A four-story office building located in Jacksonville, Florida 7. Tanglewood Commons(5) A retail center in Clemmons, North Carolina, and four outparcels of
land



| | (1) | Fund II-III Associates is a joint venture between Fund II-IIOW Associates and Wells Real
Estate Fund III, L.P.
| | --- | --------------------------------------------------------------------------------------------------------------

| | (2) | This property was sold in July 2004.
| | --- | ------------------------------------

| | (3) | These properties were sold in April 2004.
| | --- | -----------------------------------------

| | (4) | This property was sold in December 2004.
| | --- | ----------------------------------------

| | (5) | The shopping center and one outparcel of land were sold in April 2005; one outparcel of
land was sold in October 2002; and two outparcels of land remain unsold as of September 30, 2005.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells Real Estate Fund III, L.P., Wells Real Estate Fund V, L.P., Wells Real Estate Fund VII, L.P., and Wells
Real Estate Fund VIII, L.P. are affiliated with the Partnership through one or more common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and forgoing
properties, refer to the Partnerships Form 10-K for the year ended December 31, 2004.



On April 29, 2004, four affiliated joint ventures, including Fund V-VI Associates and Fund VI-VII Associates, sold five real properties, including Stockbridge Village II, Stockbridge Village I Expansion, and
Stockbridge Village III, to an unrelated third party for a gross sales price of $23,750,000. As a result of the sale of Stockbridge Village II, the Partnership received net sale proceeds of approximately $1,450,000 and was allocated a gain of
approximately $180,000. As a result of the sale of Stockbridge Village I Expansion, the Partnership received net sale proceeds of approximately $1,840,000 and was allocated a gain of approximately $766,000. As a result of the sale of Stockbridge
Village III, the Partnership received net sale proceeds of approximately $1,304,000 and was allocated a gain of approximately $192,000.



On July 1, 2004, two Wells-affiliated joint ventures, including Fund II-III-VI-VII Associates, sold two properties, including the Holcomb Bridge Property, to an unrelated
third party for an aggregate gross sale price of $9,500,000. As a result of the sale of the Holcomb Bridge Property, the Partnership received net sale proceeds of approximately $1,802,000 and was allocated a gain of approximately $516,000.



On December 29, 2004, Fund V-VI-VII Associates sold the Marathon Building to
an unrelated third party for a gross sales price of $10,250,000. As a result of the sale, the Partnership received net sale proceeds of approximately $4,153,000 and was allocated a gain of approximately $1,395,000.



On April 21, 2005, Fund VI-VII-VIII Associates sold the shopping center at Tanglewood Commons
to an unrelated third party for a gross sales price of $11,500,000. As a result of the sale, the Partnership received net sale proceeds of approximately $3,848,000 and was allocated a gain of approximately $1,857,000.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



Basis of Presentation



The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including the
instructions to Form 10-Q and Article 10 of Regulation S-X, in accordance with such rules and regulations, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (GAAP) for
complete financial statements. In the



Page 11



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opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature
and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the
Partnerships Form 10-K for the year ended December 31, 2004.



Investment in Joint Ventures



The Partnership does not have
control over the operations of the Joint Ventures; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect
the Joint Ventures, or their real property investments. Accordingly, the Partnerships investments in the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently
adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint venture partners in accordance with
their respective ownership interests. Distributions of net cash from operations, if available, are distributed to the joint venture partners on a quarterly basis.



The Partnership adopted FIN 46(R) effective March 31, 2004. The Partnership owns interests in certain unconsolidated joint venture
partnerships (see Note 4). The joint venture partners of the Partnerships unconsolidated joint ventures in which the Partnership owns an interest have disproportionate voting rights for certain major decisions relative to their obligations to
absorb expected losses and rights to receive residual returns of such ventures. However, management has evaluated such joint ventures and has determined that they are not variable interest entities under the provisions of FIN 46(R) because not
substantially all of the activities of the joint ventures are conducted on behalf of a joint venture partner with disproportionately fewer voting rights. Management has also determined the joint venture partners are not related parties, as defined
in FIN 46(R) and SFAS No. 57. Accordingly, the adoption of FIN 46(R) did not result in the consolidation of any previously unconsolidated entities.



Distribution of Net Cash from Operations



Net cash from operations, if available, is generally distributed quarterly to the limited partners as follows:



| |  |  | First, to all Class A limited partners until such limited partners have received distributions equal to a 10% per annum return on their respective adjusted capital contributions, as
defined.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Second, to the General Partners until the General Partners have received distributions equal to 10% of the total distributions paid by the Partnership for such year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Third, to the Class A limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------



No distributions of net cash from operations will be made to the limited partners holding
Class B Units.



Distribution of Sale Proceeds



Upon the sale of properties, the net sale proceeds are distributed in the following order:



| |  |  | In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding Class A Units until they
have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners
holding Class B Units with respect to such property;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners, on a per-unit basis, until the limited partners have received 100% of their respective adjusted capital contributions, as defined;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



Page 12



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| |  |  | To limited partners holding units, which at any time have been treated as Class B Units, until the limited partners have received an amount equal to the net cash from operations
received by the limited partners holding Class A Units on a per-unit basis;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners, on a per-unit basis, until the limited partners have received a cumulative 10% per annum return on their respective adjusted capital contributions, as
defined;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding Class B Units on a per-unit basis, until such limited partners have received a cumulative 15% per annum return on their respective adjusted capital
contributions, as defined;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their respective capital contributions, as defined;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Thereafter, 80% to the limited partners and 20% to the General Partners.
| | - |  | ------------------------------------------------------------------------



Allocations of Net Income, Net Loss, and Gain on Sale



For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership,
excluding deductions for depreciation, amortization, and cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership is generally allocated each year in the same proportions that net cash from operations is
distributed to the limited partners holding Class A Units and the General Partners. To the extent the Partnerships net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners holding Class A Units
and 1% to the General Partners.



Net loss, depreciation, and amortization
deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then to any partner having a positive balance in
his capital account in an amount not to exceed such positive balance; and (c) thereafter to the General Partners.



Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to
partners after the following allocations are made, if applicable: (a) allocations made pursuant to a qualified income offset provision in the partnership agreement; (b) allocations to partners having negative capital accounts until all negative
capital accounts have been restored to zero; (c) allocations to Class B limited partners in amounts equal to deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but
not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property; and (d) allocations to Class A limited partners and General Partners in amounts equal to deductions for depreciation and
amortization previously allocated to them with respect to the specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.



|3. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------



Management and Leasing Fees



The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an affiliate of the General
Partners. In consideration for the management and leasing of the Partnerships properties, the Joint Ventures pay Wells Management Company, Inc. and leasing fees equal to (a) of the gross revenues collected monthly, 3% for management services
and 3% leasing services, plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same
geographic area for similar properties or (b) in the case of commercial properties leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five
years of the lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income (loss) of joint ventures in the accompanying statements of operations. The Partnerships share of management and
leasing fees and lease acquisition costs incurred though the Joint Ventures is $3,573 and $14,445, for the three months ended September 30, 2005 and 2004, respectively, and $24,122 and $65,251 for the nine months ended September 30, 2005 and 2004,
respectively.



Page 13



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Administration Reimbursements



Wells Capital, the corporate general partner of Wells Partners, one of the Partnerships general partners, and Wells Management perform
certain administrative services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on
estimates of the amount of time dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital and Wells
Management for administrative expenses of $20,283 and $26,434 for the three months ended September 30, 2005 and 2004, respectively, and $65,351 and $75,450 for the nine months ended September 30, 2005 and 2004, respectively. As of September 30, 2005
and December 31, 2004, administrative reimbursements due to Wells Management and/or Wells Capital of $6,077 and $3,622, respectively, are included in due to affiliates in the accompanying balance sheet.



|4. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------



Summary of Operations



Condensed financial information for the Joint Ventures for the three months and nine months ended September 30, 2005 and 2004, respectively, is presented below:



|                              |  |                                 |         |                                         |   |         |                                          |   |         |                                 |  |      |         |   |      |   |        |      |  |   |           |     |  |   |         |   |  |   |           |    
|----------------------------- |  | ------------------------------- | ------- | --------------------------------------- | - | ------- | ---------------------------------------- | - | ------- | ------------------------------- |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | --------- | --- |  | - | ------- | - |  | - | --------- | ---
|                              |  | Total Revenues                  |         | Income (Loss) FromContinuing Operations |   |         | Income (Loss) FromDiscontinuedOperations |   |         | Net Income (Loss)               | 
|                              |  | Three Months EndedSeptember 30, |         | Three Months EndedSeptember 30,         |   |         | Three Months EndedSeptember 30,          |   |         | Three Months EndedSeptember 30, | 
|                              |  | 2005                            |         | 2004                                    |   | 2005    |                                          |   | 2004    |                                 |  | 2005 |         |   | 2004 |   |        | 2005 |  |   | 2004      |    
|Fund II-III-VI-VII Associates |  | $                               | 0       |                                         | $ | 0       |                                          | $ | (1,720  | )                               |  | $    | (10,708 | ) |      | $ | 3,668  |      |  | $ | 1,861,538 | (2) |  | $ | 1,948   |   |  | $ | 1,850,830 |    
|Fund V-VI Associates          |  |                                 | 0       |                                         |   | 0       |                                          |   | (1,602  | )                               |  |      | (9,417  | ) |      |   | 605    |      |  |   | (70       | )   |  |   | (997    | ) |  |   | (9,487    | )  
|Fund V-VI-VII Associates      |  |                                 | 0       |                                         |   | 0       |                                          |   | (2,722  | )                               |  |      | (4,754  | ) |      |   | 0      |      |  |   | 129,208   |     |  |   | (2,722  | ) |  |   | 124,454   | (1)
|Fund VI-VII Associates        |  |                                 | 0       |                                         |   | 0       |                                          |   | (83     | )                               |  |      | (19,628 | ) |      |   | 5,000  |      |  |   | 1,915     |     |  |   | 4,917   |   |  |   | (17,713   | )  
|Fund VI-VII-VIII Associates   |  |                                 | 461,605 |                                         |   | 460,132 |                                          |   | 174,796 |                                 |  |      | 158,362 |   |      |   | (1,104 | )    |  |   | 155,106   |     |  |   | 173,692 |   |  |   | 313,468   | (1)
|                              |  |                                 |         |                                         |   |         |                                          |   |         |                                 |  |      |         |   |      |   |        |      |  |   |           |     |  |   |         |   |  |   |           |    
|                              |  | $                               | 461,605 |                                         | $ | 460,132 |                                          | $ | 168,669 |                                 |  | $    | 113,855 |   |      | $ | 8,169  |      |  | $ | 2,147,697 |     |  | $ | 176,838 |   |  | $ | 2,261,552 |    
|                              |  |                                 |         |                                         |   |         |                                          |   |         |                                 |  |      |         |   |      |   |        |      |  |   |           |     |  |   |         |   |  |   |           |    





Page 14



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|                              |  |                                |           |                                         |   |           |                                           |   |         |                                |  |      |         |   |      |   |           |      |  |   |           |     |  |   |           |   |  |   |           |    
|----------------------------- |  | ------------------------------ | --------- | --------------------------------------- | - | --------- | ----------------------------------------- | - | ------- | ------------------------------ |  | ---- | ------- | - | ---- | - | --------- | ---- |  | - | --------- | --- |  | - | --------- | - |  | - | --------- | ---
|                              |  | Total Revenues                 |           | Income (Loss) FromContinuing Operations |   |           | Income (Loss) FromDiscontinued Operations |   |         | Net Income (Loss)              | 
|                              |  | Nine Months EndedSeptember 30, |           | Nine Months EndedSeptember 30,          |   |           | Nine Months EndedSeptember 30,            |   |         | Nine Months EndedSeptember 30, | 
|                              |  | 2005                           |           | 2004                                    |   | 2005      |                                           |   | 2004    |                                |  | 2005 |         |   | 2004 |   |           | 2005 |  |   | 2004      |    
|Fund II-III-VI-VII Associates |  | $                              | 0         |                                         | $ | 0         |                                           | $ | (9,928  | )                              |  | $    | (18,865 | ) |      | $ | 93,697    |      |  | $ | 2,077,417 | (2) |  | $ | 83,769    |   |  | $ | 2,058,552 |    
|Fund V-VI Associates          |  |                                | 0         |                                         |   | 0         |                                           |   | (8,311  | )                              |  |      | (29,064 | ) |      |   | (5,989    | )    |  |   | 409,942   | (3) |  |   | (14,300   | ) |  |   | 380,878   |    
|Fund V-VI-VII Associates      |  |                                | 0         |                                         |   | 0         |                                           |   | (13,994 | )                              |  |      | (13,293 | ) |      |   | (3,430    | )    |  |   | 293,470   |     |  |   | (17,424   | ) |  |   | 280,177   | (1)
|Fund VI-VII Associates        |  |                                | 0         |                                         |   | 0         |                                           |   | (16,303 | )                              |  |      | (57,306 | ) |      |   | 1,172     |      |  |   | 2,307,196 | (4) |  |   | (15,131   | ) |  |   | 2,249,890 |    
|Fund VI-VII-VIII Associates   |  |                                | 1,313,357 |                                         |   | 1,387,278 |                                           |   | 409,150 |                                |  |      | 359,828 |   |      |   | 5,590,041 | (5)  |  |   | 403,987   |     |  |   | 5,999,191 |   |  |   | 763,815   | (1)
|                              |  |                                |           |                                         |   |           |                                           |   |         |                                |  |      |         |   |      |   |           |      |  |   |           |     |  |   |           |   |  |   |           |    
|                              |  | $                              | 1,313,357 |                                         | $ | 1,387,278 |                                           | $ | 360,614 |                                |  | $    | 241,300 |   |      | $ | 5,675,491 |      |  | $ | 5,492,012 |     |  | $ | 6,036,105 |   |  | $ | 5,733,312 |    
|                              |  |                                |           |                                         |   |           |                                           |   |         |                                |  |      |         |   |      |   |           |      |  |   |           |     |  |   |           |   |  |   |           |    



| | (1) | Effective July 1, 2004, the Joint Ventures extended the weighted-average composite useful
life for all building assets from 25 years to 40 years, which resulted in an increase to net income for the three months and nine months ended September 30, 2004 of $42,330 and $43,765 for Fund V-VI-VII Associates, and Fund VI-VII-VIII Associates,
respectively. Management believes that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes a gain of approximately $1,869,000 recognized on the sale of the Holcomb Bridge
Property, of which approximately $489,000 was attributable to the Partnership and has been allocated to the Class A and Class B partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes a gain of approximately $335,000 recognized on the sale of Stockbridge Village
II, of which approximately $180,000 was attributable to the Partnership and has been allocated to the Class A and Class B partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes a gain of approximately $2,138,000 recognized on the sales of Stockbridge Village
I Expansion and Stockbridge Village III, of which approximately $958,000 was attributable to the Partnership and has been allocated to the Class A and Class B partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Includes a gain of approximately $5,423,000 recognized on the sale of the shopping center
at Tanglewood Commons, of which approximately $1,857,000 was attributable to the Partnership and has been allocated to the Class A and Class B partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | SUBSEQUENT EVENT
|-- | ----------------



The sales of the Marathon Building and the Tanglewood Commons shopping center generated total net sale proceeds to the Partnership of approximately $8,001,000, of which approximately $127,000 has been invested in the
Joint Ventures and approximately $3,798,000 has been distributed to the limited partners through September 30, 2005. Upon evaluating the capital needs of the existing properties in which the Partnership holds an interest, the General Partners have
determined that reserves of approximately $376,000 will be required to fund the Partnerships share of re-leasing costs for the BellSouth Building. In accordance with the terms of the partnership agreement, the General Partners distributed the
residual net sale proceeds on November 1, 2005 of approximately $3,700,000 to the limited partners of record as of September 30, 2005, which under the terms of the partnership agreement does not include limited partners acquiring units after June
30, 2005.



Page 15



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



The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also Cautionary Note Regarding
Forward-Looking Statements preceding Part I, as well as the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the
year ended December 31, 2004.



Overview



Management believes that the Partnership typically operates through the following five key
life cycle phases. The duration of each phase is dependent upon various economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.



| |  |  | Fundraising phase
| | - |  | -----------------

The period during which the
Partnership is raising capital through the sale and issuance of limited partner units to the public;



| |  |  | Investing phase
| | - |  | ---------------

The period during which the
Partnership invests the capital raised during the fund-raising phase, less upfront fees, into the acquisition of real estate assets;



| |  |  | Holding phase
| | - |  | -------------

The period during which real estate
assets are owned and operated by the Partnership during the initial lease terms of the tenants. Strategic dispositions could occur during this phase in order to capitalize on market conditions;



| |  |  | Positioning-for-sale phase
| | - |  | --------------------------

The period during which
the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate the
real estate assets, evaluate various options for disposition, and market the real estate assets for sale; and



| |  |  | Disposition-and-liquidation phase
| | - |  | ---------------------------------

The period
during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.



Portfolio Overview



We moved from the positioning-for-sale phase into the disposition-and-liquidation phase of its life cycle. We have now sold eight assets with the closing of the Tanglewood Commons shopping center and one outparcel of
land in the second quarter 2005. Our focus on the remaining asset involves re-leasing and marketing efforts that we believe will result in the best disposition pricing for our limited partners.



Our portfolio benefited from a number of positive events in 2005, including the sale of the
Tanglewood Commons shopping center for a gross price of $11,500,000, which is in excess of the original purchase price paid for this asset, executing a three-year lease extension of the BellSouth Advertising and Publishing Corporation
(BellSouth) lease, and executing an approximate ten-year lease extension of the American Express Travel Related Services Company, Inc. (American Express) lease. We completed a distribution of net sale proceeds totaling
approximately $5,600,000 to limited partners in May 2005. Lastly, we distributed net sale proceeds to limited partners of approximately $3,700,000 from the sales of the Marathon Building and the Tanglewood Commons shopping center on November 1,
2005.



With only one property remaining in the portfolio, the General Partners
are currently reserving operating cash and the remaining net sale proceeds from the sale of Tanglewood Commons shopping center. We anticipate that operating distributions will be reserved in the near term, given that there is only one asset
remaining.



Page 16



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Property Summary



Information related to the properties owned, or previously owned, by the Joint Ventures follows:



| |  |  | The Cherokee Commons property was sold on October 1, 2001.
| | - |  | ----------------------------------------------------------



| |  |  | The Hartford property was sold on August 12, 2003.
| | - |  | --------------------------------------------------



| |  |  | The Stockbridge Village II, III, and I Expansion properties were sold on April 29, 2004.
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | The 880 Holcomb Bridge Road property was sold on July 1, 2004.
| | - |  | --------------------------------------------------------------



| |  |  | The Marathon property was sold on December 29, 2004.
| | - |  | ----------------------------------------------------



| |  |  | The Tanglewood Commons shopping center was sold on April 21, 2005. We retain an ownership interest in two remaining outparcels of land, which will be marketed for sale now that the
shopping center has been sold.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The BellSouth Building in Jacksonville, Florida, is currently 100% leased. We have completed a three-year lease extension with BellSouth through April 2009 and an approximate
ten-year lease extension with American Express through February 2016. As part of this negotiation, BellSouth released approximately 12,000 square feet of space to American Express effective November 1, 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of September 30, 2005, the property sales described above generated an aggregate of approximately $19,829,000 in net sale proceeds allocated to the Partnership, of which
approximately $326,000 has been invested in the Joint Ventures to fund re-leasing costs at the Marathon Building and operating costs at JV VI-VII-VIII Associates, approximately $15,428,000 has previously been distributed to the limited partners,
approximately $376,000 is currently being reserved to fund the Partnerships pro-rata share of re-leasing costs at the BellSouth Building, and approximately $3,700,000 was distributed to the limited partners in November 2005.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As we move further into the disposition-and-liquidation phase,
we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our current leases. In doing so, we seek to maximize returns to the limited partners by negotiating long-term leases at market rental rates
while attempting to minimize down time, re-leasing expenditures, ongoing property level costs, and portfolio costs. As the remaining property is positioned for sale, our attention will shift to locating a suitable buyer and negotiating a purchase
and sale contract that will attempt to maximize the total return to the limited partners and minimize contingencies and our post-closing involvement with the buyer.



Results of Operations



Equity in Income of Joint Ventures



Equity in income of Joint Ventures was $60,529 and $630,395 for the three months ended September 30, 2005 and 2004, respectively, and $2,054,915 and $2,129,202 for the
nine months ended September 30, 2005 and 2004, respectively. The decrease for the three months ended September 30, 2005, as compared to the three months ended September 30, 2004, is primarily attributable to forgone operating income due to the sales
of Stockbridge Village II, Stockbridge Village I Expansion, and Stockbridge Village III in April 2004, the Holcomb Bridge Property in July 2004, the Marathon Building in December 2004, and the Tanglewood Commons shopping center in April 2005.



The decrease for the nine months ended September 30, 2005, as compared to the
nine months ended September 30, 2004, is primarily attributable to the decrease in equity in income of Joint Ventures for the three months ended September 30, 2005, as compared to the three months ended September 30, 2004, as explained above,
partially offset by the gain recognized on the sale of the shopping center at Tanglewood Commons in 2005.



We expect equity in income of Joint Ventures to decrease going forward as a result of forgone operating income resulting from the sale of the shopping center at Tanglewood Commons.



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Expenses of the Partnership



Our total expenses were $58,076 and $50,154 for the three months ended September 30, 2005 and 2004, respectively, and $152,221 and $144,977
for the nine months ended September 30, 2005 and 2004, respectively. The 2005 increase as compared to 2004, is primarily attributable to increases in legal costs and accounting fees which resulted from increased reporting and regulatory
requirements. We anticipate additional increases in our administrative expenses in future periods related to compliance with reporting and regulatory requirements.



Liquidity and Capital Resources



Our operating strategy entails funding expenditures related to the recurring operations of the Joint Ventures properties and the portfolio with operating cash
flows, including current and prior period operating distributions received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to fund known future re-leasing costs and other capital improvements. Any
residual operating cash flows are considered available for distribution to the limited partners and are generally paid quarterly. To the extent that operating cash flows are insufficient to fund our recurring operations, net sale proceeds will be
utilized. As a result, the ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of our
tenants to honor lease payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs
would be adversely affected.



Short-Term Liquidity



During the nine months ended September 30, 2005, we generated net operating cash flows,
including operating distributions received from the Joint Ventures, of approximately $116,000, as compared to approximately $843,000 for the nine months ended September 30, 2004. The 2005 decrease is primarily attributable to a decrease in operating
distributions received from the Joint Ventures as further described below. Operating distributions from the Joint Ventures are generally representative of rental revenues and tenant reimbursements, less property operating expenses, management fees,
general administrative expenses, and capital expenditures.



Operating
distributions from the Joint Ventures have declined in 2005 primarily due to (i) forgone cash flows resulting from sales of properties in the current and previous periods and (ii) funding building improvements for the BellSouth Building. Future
operating distributions from the Joint Ventures are also expected to decline as a result of selling the Tanglewood Commons shopping center in April 2005 and funding re-leasing costs for the BellSouth Building. Future operating distributions paid to
limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for tenant re-leasing costs and other capital improvements for the
remaining property owned.



We believe that cash on hand and operating
distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $31,000, as of September 30, 2005. We expect to continue to generate cash flows from operations, including
distributions from the Joint Ventures, sufficient to cover our estimated future expenses; however, we may use net sale proceeds to fund large capital expenditures as necessary.



Long-Term Liquidity



We expect that our future sources of capital will be primarily derived from operating cash flows generated from Fund VI-VII-VIII Associates and net proceeds generated
from the strategic sale of the remaining property. Our future long-term liquidity requirements will include, but not be limited to, funding tenant improvements, renovations, expansions, and other significant capital improvements necessary for the
remaining property owned through Fund VI-VII-VIII Associates. We expect to continue to use substantially all future net cash flows from



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operations to provide funding for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from
Fund VI-VII-VIII Associates, which are dependent upon net operating income generated by the remaining property, less reserves for known capital expenditures.



Capital Resources



The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties, or investing in joint ventures formed for the same purpose, and has invested all of
the partners original capital contributions. Thus, it is unlikely that we will acquire interests in any additional properties or joint ventures. Historically, our investment strategy has generally involved acquiring properties on an all-cash
basis that are pre-leased to creditworthy tenants through joint ventures with affiliated partnerships.



The Joint Ventures fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying the remaining
property for re-leasing. As leases expire, we will work with the Joint Ventures to attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant improvements funded in connection with lease
renewals require less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive capital costs as well as rental rates. Any
capital or other expenditures not provided for by the operations of the Joint Ventures will be funded by the Partnership and respective Joint Venture partners on a pro-rata basis.



Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership during the first month following
each calendar quarter-end. Our cash management policy typically includes first utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event
that current and prior period accumulated operating cash flows are insufficient to fund such costs, net property sale proceeds reserves would then be utilized.



As of September 30, 2005, we had received, used, distributed, and held net proceeds allocated to the Partnership from the sale of properties as presented below:



|                                               |  |              |            |                                     |      |         |                                         |   |                     |  |                                                            |         |                                                   |                                                                                         |  |   |            |  |   |          
|---------------------------------------------- |  | ------------ | ---------- | ----------------------------------- | ---- | ------- | --------------------------------------- | - | ------------------- |  | ---------------------------------------------------------- | ------- | ------------------------------------------------- | --------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ---------
|Property Sold                                  |  | Net Proceeds |            | PartnershipsApproximateOwnership % |      |         | Net ProceedsAllocated to thePartnership |   | Use of Net Proceeds |  | Net ProceedsDistributed toPartners as ofSeptember 30, 2005 |         | Undistributed NetProceeds as ofSeptember 30, 2005
|                                               |  |              |            | Amount                              |      | Purpose |                                         |  
|Cherokee Commons (sold in 2001)                |  | $            | 8,414,089  |                                     | 10.5 | %       |                                         | $ | 886,212             |  | $                                                          | 212     |                                                   |     Partnership operating expenses (2004)                                              |  | $ | 886,000    |  | $ | 0        
|Tanglewood Commons Outparcel (sold in 2002)    |  |              | 524,398    |                                     | 34.3 | %       |                                         |   | 179,606             |  |                                                            | 179,606 |                                                   |     Re-leasing the Marathon Building (2004)     Partnership operating expenses (2004) |  |   | 0          |  |   | 0        
|Hartford Building (sold in 2003)               |  |              | 8,146,900  |                                     | 53.6 | %       |                                         |   | 4,366,494           |  |                                                            | 19,116  |                                                   |     Re-leasing the Marathon Building (2004)                                            |  |   | 4,347,378  |  |   | 0        
|Stockbridge Village II (sold in 2004)          |  |              | 2,705,451  |                                     | 53.6 | %       |                                         |   | 1,450,040           |  |                                                            | 0       |                                                   |                                                                                        |  |   | 1,450,040  |  |   | 0        
|Stockbridge Village III (sold in 2004)         |  |              | 2,909,853  |                                     | 44.8 | %       |                                         |   | 1,303,606           |  |                                                            | 0       |                                                   |                                                                                        |  |   | 1,303,606  |  |   | 0        
|Stockbridge Village I Expansion (sold in 2004) |  |              | 4,108,277  |                                     | 44.8 | %       |                                         |   | 1,840,496           |  |                                                            | 0       |                                                   |                                                                                        |  |   | 1,840,496  |  |   | 0        
|Holcomb Bridge Property (sold in 2004)         |  |              | 6,889,379  |                                     | 26.2 | %       |                                         |   | 1,801,573           |  |                                                            | 0       |                                                   |                                                                                        |  |   | 1,801,573  |  |   | 0        
|Marathon Building (sold in 2004)               |  |              | 9,927,330  |                                     | 41.8 | %       |                                         |   | 4,152,602           |  |                                                            | 0       |                                                   |                                                                                        |  |   | 3,798,426  |  |   | 354,176  
|Tanglewood Commons (sold in 2005)              |  |              | 11,236,283 |                                     | 34.3 | %       |                                         |   | 3,848,461           |  |                                                            | 126,726 |                                                   |     Partnership operating expenses (2005)                                              |  |   | 0          |  |   | 3,721,735
|                                               |  |              |            |                                     |      |         |                                         |   |                     |  |                                                            |         |                                                   |                                                                                         |  |   |            |  |   |          
|Total                                          |  |              |            |                                     |      |         |                                         | $ | 19,829,090          |  | $                                                          | 325,660 |                                                   |                                                                                         |  | $ | 15,427,519 |  | $ | 4,075,911
|                                               |  |              |            |                                     |      |         |                                         |   |                     |  |                                                            |         |                                                   |                                                                                         |  |   |            |  |   |          



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Upon evaluating the capital needs of the properties in which we currently hold an interest, our General Partners have
determined that reserves of net sale proceeds of approximately $376,000 will be required to fund the Partnerships share of re-leasing costs for the BellSouth Building. Accordingly, in November 2005, the remaining net sale proceeds of
approximately $354,000 from the sale of the Marathon Building and approximately $3,346,000 from the sale of the Tanglewood Commons shopping center were distributed to the limited partners of record as of September 30, 2005, which, under the terms of
the partnership agreement, does not include limited partners acquiring units after June 30, 2005.



Related-Party Transactions



Related-Party Fees and Reimbursements



We have entered into
agreements with Wells Capital, Wells Management, an affiliate of our General Partners, and their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management, and their affiliates for asset management; the
management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration; and incur the related expenses. See Note 3 to our financial statements included in this report for a
description of these fees and expense reimbursements we have incurred.



Economic Dependency



We have engaged Wells Capital and its
affiliates, including Wells Management, to provide certain services that are essential to the Partnership, including asset management services, the management and leasing of properties owned through the Joint Ventures, asset acquisition and
disposition services, as well as other administrative responsibilities for the Partnership including accounting services, shareholder communications, and investor relations. These agreements are terminable by either party on 60 days written
notice. As a result of these relationships, the Partnership is dependent upon Wells Capital and Wells Management.



Wells Capital and Wells Management are all owned and controlled by Wells Real Estate Funds, Inc. (WREF). The operations of Wells Capital and Wells Management
represent substantially all of the business of WREF. Accordingly, the Partnership focuses on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable
to meet its obligations as they become due, the Partnership might be required to find alternative service providers.



Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital, Wells Management, and Wells Investment Securities, Inc.
based on, among other things, the level of investor proceeds raised from the sale of Wells Real Estate Investment Trust II, Inc.s common stock and the volume of future acquisitions and dispositions of real estate assets by Wells-sponsored
programs. As of September 30, 2005 and December 31, 2004, WREF believes that it generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and current receivables necessary to meet its current and
future obligations as they become due.



Dismissal of Litigation Against
Related Parties



During early 2004, a putative class action complaint was
filed against, among others, Leo. F. Wells, III and Wells Capital, our General Partners, and Wells Management (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04-A-2791-2). The Court
granted the plaintiffs motion to permit voluntary dismissal of this suit, and it was subsequently dismissed without prejudice. In November 2004, the same plaintiffs filed a second putative class action complaint against, among others, Mr.
Wells, Wells Capital, and Wells Management (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04A-13051-6). On January 28, 2005, the defendants filed motions for summary judgment and
motions to dismiss the plaintiffs claims. Pursuant to orders entered July 1, 2005, the Court granted the Wells defendants motions to dismiss and for summary judgment on all counts in the complaint. Thus, this action has



Page 20



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now been dismissed, subject to the plaintiffs right to file a notice of appeal within the required time period. On August 3, 2005, the plaintiffs filed
a motion requesting the Court to vacate and re-enter the orders to give the plaintiffs an opportunity to file a motion for reconsideration or notice of appeal. Both the plaintiffs and the defendants have filed briefs supporting their respective
positions, and the plaintiffs motion is still pending before the Court.



Inflation



The real estate market has not been affected
significantly by inflation in the past three years due to the relatively low inflation rate. However, there are provisions in the majority of tenant leases which should protect us from the impact of inflation. These provisions include reimbursement
billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. There is no
assurance, however, that we would be able to replace existing leases with new leases at higher base rental rates.



Application of Critical Accounting Policies



Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in
the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements
and the reported amounts of revenue and expenses during the reporting periods. If managements judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different
accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of
companies in similar businesses.



Below is a discussion of the accounting
policies used by the Partnership and the Joint Ventures, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.



Investment in Real Estate Assets



We will be required to make subjective assessments as to the useful lives of its depreciable
assets. We will consider the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Joint Ventures assets by class are as
follows:



|                      |  |            
|--------------------- |  | -----------
|Buildings             |  | 40 years   
|Building improvements |  | 10-25 years
|Land improvements     |  | 20 years   
|Tenant improvements   |  | Lease term 



Effective July 1, 2004, the Joint
Ventures extended the weighted-average composite useful life for all building assets from 25 years to 40 years. We believe that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with
prevailing industry practice. In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income would be misstated.



Valuation of Real Estate Assets



We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest,
either directly or through investments in the Joint Ventures, may not be recoverable. When indicators of potential impairment are present which indicate that the



Page 21



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carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the
carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not
exceed the carrying value, management adjusts the real estate assets to the fair value and recognizes an impairment loss. We have determined that there has been no impairment in the carrying value of any of the real estate assets held by the
Partnership at September 30, 2005.



Projections of expected future cash flows
require management to estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property, and the number of years
the property is held for investment. The use of inappropriate assumptions in the future cash flow analysis would result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the overstatement of the
carrying value of real estate assets held by the Joint Ventures and net income of the Partnership.



Potential Tax Impact on Limited Partners Holding Class B UnitsAmerican Jobs Creation Act of 2004



The American Jobs Creation Act of 2004 (the Act) added Section 470 to the Internal Revenue Code, which provides certain limitations on the utilization of
losses allocable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership. In March 2005, the Internal Revenue Service issued IRS Notice 2005-29 announcing that the IRS would not be applying
Section 470 to partnerships for taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners; however, it is important to note that IRS Notice 2005-29 provided relief for partnerships for taxable year 2004
only. Although the IRS has indicated that it is continuing to study the application of Section 470 to partnerships, such as the Partnership, unless Congress passes legislation which addresses this issue or some other form of relief from the
provisions of Section 470 of the Act is granted, beginning in taxable year 2005 and thereafter, passive losses allocable to limited partners holding Class B Units may only be used to offset passive income generated from the same property or within
the same fund.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Since we do not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, we are not subject to risks relating to interest
rates, foreign current exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.



ITEM 4.    CONTROLS AND PROCEDURES



We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the general partner of one of our General Partners, including the Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this. Based upon that evaluation, the Principal
Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance that information we are
required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable
level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.



There were no significant changes in
our internal control over financial reporting during the quarter ended September 30, 2005 that have materially affected, or are likely to materially affect, our internal control over financial reporting.



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PART II.    OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



We were not involved in any material legal proceedings during the quarter ended September 30, 2005 requiring disclosure under Item 103 of Regulation S-K.



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



|(a) | We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended September 30, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|(c) | We did not redeem any securities during the quarter ended September 30, 2005.
|--- | -----------------------------------------------------------------------------



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



We were not subject to any indebtedness, and therefore, we did not default respect to any indebtedness during the quarter ended September 30, 2005.



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



No matters were submitted to a vote of our limited partners during the quarter ended September 30, 2005.



ITEM 5.    OTHER INFORMATION



|(a) | During the quarter ended September 30, 2005, there was no information which was required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable
|--- | --------------



ITEM 6.    EXHIBITS



The
Exhibits to this report are set forth on Exhibit Index to Third Quarter Form 10-Q attached hereto.



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SIGNATURES



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



|                  |  |  |  |                                                                                 
|----------------- |  |  |  | --------------------------------------------------------------------------------
|                  |  |  |  | WELLS REAL ESTATE FUND VI, L.P.                                                 
|                  |  |  |  | (Registrant)                                                                    
|                  |  | 
|                  |  |  |  | By: WELLS PARTNERS, L.P.                                                        
|                  |  |  |  | (General Partner)                                                               
|                  |  | 
|                  |  |  |  | By: WELLS CAPITAL, INC.                                                         
|                  |  |  |  | (Corporate General Partner)                                                     
|                  |  | 
|November 14, 2005 |  |  |  | /s/    LEO F. WELLS, III                                                        
|                  |  |  |  | Leo F. Wells, III                                                               
|                  |  |  |  | President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|                  |  | 
|November 14, 2005 |  |  |  | /s/    DOUGLAS P. WILLIAMS                                                      
|                  |  |  |  | Douglas P. Williams                                                             
|                  |  |  |  | Principal Financial Officer of Wells Capital, Inc.                              



Page 24



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EXHIBIT INDEX



TO THIRD QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VI, L.P.



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                    
|            | 
|10.1        |  | Second Amendment to Lease Agreement with American Express Travel Related Services, Inc. for a portion of the BellSouth Building
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                         
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                         
|            | 
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002