<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q


(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended                   June 30, 2001                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                              0-30287
                      ----------------------------------------------------------

                       WELLS REAL ESTATE FUND XII, L.P.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Georgia                                            58-2438242
--------------------------------------------------------    --------------------
     (State of other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

 6200 The Corners Parkway, Suite 250  Norcross, Georgia            30092
--------------------------------------------------------    --------------------
            (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code            (770) 449-7800
                                                   -----------------------------

--------------------------------------------------------------------------------
  (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
         --------     --------
<PAGE>

                                   FORM 10-Q

                       WELLS REAL ESTATE FUND XII, L.P.

                                     INDEX

<TABLE>
<CAPTION>

                                                                                                        Page No.
                                                                                                        --------
<S>                                                                                                     <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets - June 30, 2001 and December 31, 2000                                                3

         Statement of Income for the Three and Six Months ended June 30, 2001 and 2000                       4

         Statement of Partners' Capital for the year ended December 31, 2000 and
           the Six Months Ended June 30, 2001                                                                5

         Statement of Cash Flows for the Six Months Ended June 30, 2001 and 2000                             6

         Condensed Notes to Financial Statements                                                             7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations                                                                                    11

PART II. OTHER INFORMATION                                                                                  13

</TABLE>

                                       2
<PAGE>

                       WELLS REAL ESTATE FUND XII, L.P.

                    (A Georgia Public Limited Partnership)

                                BALANCE SHEETS


<TABLE>
<CAPTION>


                                                                      June 30,                December 31,
                                                                        2001                     2000
                                                                     -----------              ------------
<S>                                                                  <C>                      <C>
ASSETS:
 Investment in joint ventures (Note 2)                               $30,486,995              $21,567,551
 Cash and cash equivalents                                                43,644                  208,319
 Accounts receivable                                                      25,096                   10,718
 Deferred project costs                                                        0                       27
 Deferred offering costs                                                       0                  180,409
 Due from affiliates                                                     573,733                  284,360
                                                                     -----------              -----------
       Total assets                                                  $31,129,468              $22,251,384
                                                                     ===========              ===========

LIABILITIES AND PARTNERS' CAPITAL
 Liabilities:
   Sales commissions payable                                         $         0              $    46,065
   Accounts payable                                                            0                    1,588
   Due to affiliates                                                           0                  204,398
   Partnership distribution payable                                      600,678                  376,001
                                                                     -----------              -----------
       Total liabilities                                                 600,678                  628,052
                                                                     -----------              -----------
Partners' capital:
 Limited partners:
  Cash Preferred 2,708,060 Units outstanding
   at June 30, 2001 and 1,881,142 as of
   December 31, 2000                                                  23,894,917               16,589,551
  Tax Preferred 853,059 Units outstanding
   at June 30, 2001 and 617,434 as of
   December 31, 2000                                                   6,633,873                5,033,781
                                                                     -----------              -----------
       Total partners' capital                                        30,528,790               21,623,332
                                                                     -----------              -----------
       Total liabilities and partners' capital                       $31,129,468              $22,251,384
                                                                     ===========              ===========
</TABLE>


           See accompanying condensed notes to financial statements.

                                       3
<PAGE>

                       WELLS REAL ESTATE FUND XII, L.P.

                    (A Georgia Public Limited Partnership)

                              STATEMENT OF INCOME


<TABLE>
<CAPTION>
                                                      Three Months Ended                      Six Months Ended
                                              ----------------------------------     ---------------------------------
                                              June 30, 2001        June 30, 2000     June 30, 2001       June 30, 2000
                                              -------------        -------------     -------------       -------------
<S>                                           <C>                  <C>               <C>                  <C>
Revenues:
 Equity in income of joint ventures
   (Note 2)                                     $ 362,492             $162,871         $  687,065          $ 250,008
 Interest income                                   46,607               51,462             82,175             98,538
                                                ---------             --------         ----------          ---------
                                                  409,099              214,333            769,240            348,546
                                                ---------             --------         ----------          ---------
Expenses:
 Partnership administration                        22,187               15,381             33,623             25,670
 Legal and accounting                               4,157                3,200             12,807             15,200
 Computer costs                                     4,295                3,035              5,495              6,105
                                                ---------             --------         ----------          ---------
                                                   30,639               21,616             51,925             46,975
                                                ---------             --------         ----------          ---------
 Net income                                     $ 378,460             $192,717         $  717,315          $ 301,571
                                                =========             ========         ==========          =========
Net income allocated to Cash
 Preferred Limited Partners                     $ 634,064             $292,043         $1,179,956          $ 448,008
                                                =========             ========         ==========          =========
Net loss allocated to Tax Preferred
 Limited Partners                               $(255,604)            $(99,326)        $ (462,641)         $(146,437)
                                                =========             ========         ==========          =========
Net income per weighted average
 Cash Preferred Limited Partner Unit            $    0.27             $   0.28         $     0.50          $    0.43
                                                =========             ========         ==========          =========

Net loss per weighted average Tax
 Preferred Limited Partner Unit                 $   (0.33)            $  (0.36)        $     (.60)         $    (.53)
                                                =========             ========         ==========          =========

Cash distribution per weighted
 average Cash Preferred
 Limited Partner Unit                           $    0.26             $   0.21         $     0.47          $    0.35
                                                =========             ========         ==========          =========

</TABLE>

           See accompanying condensed notes to financial statements.

                                       4
<PAGE>

                       WELLS REAL ESTATE FUND XII, L.P.

                    (A Georgia Public Limited Partnership)

                        STATEMENT OF PARTNERS' CAPITAL

                   FOR THE YEAR ENDED DECEMBER 31, 2000 AND

                    FOR THE SIX MONTHS ENDED JUNE 30, 2001




<TABLE>
<CAPTION>
                                                              Limited Partners
                                               Cash Preferred                  Tax Preferred                Total
                                           -----------------------        ------------------------        Partners'
                                            Units        Amounts           Units          Amounts          Capital
                                           -------     -----------        ------        ----------       -----------
<S>                                      <C>           <C>              <C>            <C>              <C>
BALANCE at December 31, 1999               752,426     $ 6,602,953        184,393       $1,541,508       $ 8,144,461

 Net income (loss)                               0       1,209,438                        (353,210)          856,228
 Partnership distributions                       0      (1,042,735)             0                0        (1,042,735)
 Limited partner contributions           1,112,517      11,125,166        449,240        4,492,409        15,617,575
 Sales commissions and discounts                 0      (1,096,641)             0         (387,029)       (1,483,670)
 Other offering expenses                         0        (334,055)             0         (134,472)         (468,527)
 Tax preferred conversions                  16,199         125,425        (16,199)        (125,425)                0
                                         ---------     -----------        -------       ----------       -----------
BALANCE at December 31, 2000             1,881,142      16,589,551        617,434        5,033,781        21,623,332

 Net income (loss)                               0       1,179,956              0         (462,641)          717,315
 Partnership distributions                       0      (1,109,108)             0                0        (1,109,108)
 Limited partner contributions             823,918       8,239,182        238,625        2,386,248        10,625,430
 Sales commissions and discounts                 0        (782,722)             0         (226,694)       (1,009,416)
 Other offering expenses                         0        (247,176)             0          (71,587)         (318,763)
 Tax preferred conversions                   3,000          25,234         (3,000)         (25,234)                0
                                         ---------     -----------        -------       ----------       -----------
BALANCE at June 30, 2001                 2,708,060     $23,894,917        853,059       $6,633,873       $30,528,790
                                         =========     ===========        =======       ==========       ===========
</TABLE>


           See accompanying condensed notes to financial statements.



                                       5
<PAGE>

                       WELLS REAL ESTATE FUND XII, L.P.

                    (A Georgia Public Limited Partnership)

                            STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                          -----------------------------------
                                                                          June 30, 2001         June 30, 2000
                                                                          -------------         -------------
<S>                                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $   717,315           $   301,571
  Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:
      Equity in income of joint venture                                      (687,065)             (250,008)
      Changes in assets and liabilities:
        Decrease in due to affiliates                                         (23,989)               (3,283)
        Decrease in accounts payable                                           (1,588)                    0
        Increase in accounts receivable                                       (14,378)               (2,242)
                                                                          -----------           -----------
    Net cash (used in) provided by operating activities                        (9,705)               46,038
                                                                          -----------           -----------

CASH FLOW FROM INVESTING ACTIVITIES:
  Investment in joint ventures                                             (8,926,156)           (6,782,935)
  Deferred project costs                                                     (371,900)             (261,542)
  Distribution received from joint ventures                                   776,331               237,021
                                                                          -----------           -----------
    Net cash used in investing activities                                  (8,521,725)           (6,807,456)
                                                                          -----------           -----------

CASH FLOW FROM FINANCING ACTIVITIES:
  Limited partners' contributions                                          10,625,430             7,472,625
  Sales commissions                                                        (1,055,481)             (711,881)
  Offering costs                                                             (318,763)             (224,179)
  Distribution to partners                                                   (884,431)             (255,558)
                                                                          -----------           -----------
    Net cash provided by financing activities                               8,366,755             6,281,007
                                                                          -----------           -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (164,675)             (480,411)

CASH AND CASH EQUIVALENTS, beginning of year                                  208,319             2,584,734
                                                                          -----------           -----------
CASH AND CASH EQUIVALENTS, end of period                                  $    43,644           $ 2,104,323
                                                                          ===========           ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
  Write off of deferred offering costs due to affiliate                   $   180,409           $         0
                                                                          ===========           ===========

</TABLE>


           See accompanying condensed notes to financial statements.

                                       6
<PAGE>

                       WELLS REAL ESTATE FUND XII, L.P.

                    (A Georgia Public Limited Partnership)

                    CONDENSED NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2001


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) General

   Wells Real Estate Fund XII, L.P. (the "Partnership") is a Georgia public
   limited partnership with Leo F. Wells, III and Wells Partners, L.P., a
   Georgia nonpublic limited partnership, serving as General Partners. The
   Partnership was formed on September 15, 1998, for the purpose of acquiring,
   developing, owning, operating, improving, leasing, and otherwise managing for
   investment purposes, income producing commercial properties. The Partnership
   has two classes of limited partnership units. Upon subscription for units,
   each Limited Partner must elect whether to have their units treated as cash
   preferred units or tax preferred units. Thereafter, Limited Partners shall
   have the right to change their prior elections to have some or all of their
   units treated as cash preferred units or tax preferred units one time during
   each quarterly accounting period. Limited Partners 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,
   (c) remove a General Partner, (d) elect a new General Partner, (e) dissolve
   the Partnership, and (f) approve a sale involving all or substantially all of
   the Partnership's assets, subject to certain limitations. The majority vote
   on any of the described matters will bind the Partnership, without the
   concurrence of the General Partners. Each limited partnership unit has equal
   voting rights, regardless of which class of unit is selected.

   On March 22, 1999, the Partnership commenced a public offering of up to
   $70,000,000 of limited partnership units ($10.00 per unit) pursuant to a
   Registration Statement on Form S-11 filed under the Securities Act of 1933.
   The Partnership commenced active operations on June 1, 1999, when it received
   and accepted subscriptions for 125,000 units. The offering was terminated on
   March 21, 2001, at which time the Partnership had sold 2,688,861 Cash
   Preferred units and 872,258 Tax Preferred units held by a total of 1,227 and
   106 Limited Partners, respectively, for total Limited Partner capital
   contributions of $35,611,192. As of June 30, 2001, the Partnership had paid a
   total of $1,246,392 in Acquisition and Advisory Fees and Acquisition
   Expenses, $4,451,399 in selling commissions and organization and offering
   expenses and invested $5,300,000 in the Fund XI-XII-REIT Joint Venture and
   $24,613,401 in the Fund XII-REIT Joint Venture.

   The Partnership owns interests in properties through the following joint
   ventures with other Wells entities: (i) Fund XI-XII-REIT Associates, (the
   "Fund XI-XII-REIT Joint Venture"), a joint venture among the Partnership,
   Wells Real Estate Fund XI, L.P. and Wells Operating Partnership, L.P. ("Wells
   OP"), a Delaware limited partnership having Wells Real Estate Investment
   Trust, Inc. ("Wells REIT"), a Maryland corporation, as its General Partner,
   and (ii) the Fund Wells Fund XII-REIT Joint Venture Partnership, a joint
   venture between the Partnership and Wells OP (the "Fund XII-REIT Joint
   Venture").

                                       7
<PAGE>

   As of June 30, 2001, the Partnership owned interests in the following
   properties through its ownership of the foregoing ventures: (i) a two-story
   manufacturing and office building located in Fountain Inn, South Carolina
   (the "EBYL Cartex Building), which is owned by the Fund XI-XII-REIT Joint
   Venture, (ii) a three-story office building located in Leawood, Johnson
   County, Kansas (the "Sprint Building"), which is owned by the XI-XII-REIT
   Joint Venture, (iii) a one-story office building and warehouse located in
   Tredyffin Township, Chester County, Pennsylvania (the "Johnson Matthey
   Building"), which is owned by the Fund XI-XII-REIT Joint Venture, (iv) a two
   story office building located in Ft. Myers, Lee County, Florida, (the Gartner
   Building), which is owned by the Fund XI-XII-REIT Joint Venture, (v) a three-
   story office building located in Troy, Oakland County, Michigan, (the
   "Siemens Building"), which is owned by the Fund XII-REIT Joint Venture, (vi)
   a one-story office building and a two-story office building located in
   Oklahoma City, Oklahoma County, Oklahoma (the "AT&T Oklahoma Buildings"),
   which are owned by the Fund XII-REIT Joint Venture, and (vii) a three-story
   office building located in Williamson County, Brentwood, Tennessee, (the
   "Comdata Building"), which is owned by the Fund XII-REIT Joint Venture.

   (b) Basis of Presentation

   The financial statements of the Partnership have been prepared in accordance
   with instructions to Form 10-Q and do not include all of the information and
   footnotes required by generally accepted accounting principles for complete
   financial statements. These quarterly statements have not been examined by
   independent accountants, but in the opinion of the General Partners, the
   statements for the unaudited interim periods presented include all
   adjustments, which are of a normal and recurring nature, necessary to present
   a fair presentation of the results for such periods.

   For further information, refer to the financial statements and footnotes
   included in the Partnership's Form 10-K for the year ended December 31, 2000.


2. INVESTMENT IN JOINT VENTURE

   Through its investments in joint ventures the Partnership owns interests in
   seven properties, six of which are office buildings and one is a
   manufacturing and office building facility. The Partnership does not have
   control over the operations of the joint ventures; however, it does exercise
   significant influence. Accordingly, investment in joint ventures is recorded
   using the equity method. For further information on investments in joint
   ventures, refer to the Partnership's Form 10-K for the year ended December
   31, 2000, and the footnotes to the financial statements contained therein.

   The following describes additional information about the properties in which
   the Partnership owns an interest as of June 30, 2001.

   The Comdata Building

   On May 15, 2001, the Wells Fund XII-REIT Joint Venture Partnership ("Fund
   XII-REIT Joint Venture"), a joint venture between the Partnership and Wells
   Operating Partnership, L.P. ("Wells OP"), the operating partnership for Wells
   Real Estate Investment Trust, Inc. ("Wells REIT"), acquired a three-story
   office building containing approximately 201,237 rentable square feet on a
   12.3-acre tract of land located at 5301 Maryland Way, Williamson County,
   Brentwood, Tennessee (the "Comdata Building"). The Fund XII-REIT Joint
   Venture purchased the Comdata Building from the Northwestern Mutual Life
   Insurance Company ("Northwestern") pursuant to that certain Agreement for the
   Purchase and Sale of Property between Northwestern and Wells Capital, Inc.
   ("Wells Capital"), an affiliate of the Partnership. Wells Capital, the
   original purchaser under the

                                       8
<PAGE>

   agreement, assigned its rights under the agreement to the Fund XII-REIT Joint
   Venture at closing. The Fund XII-REIT Joint Venture paid a purchase price of
   $24,950,000 for the Comdata Building and incurred additional acquisition
   expenses in connection with the purchase of the Comdata Building, including
   attorneys' fees, recording fees and other closing costs, of approximately
   $52,019.

   The entire 201,237 rentable square feet of the three-story office building is
   currently under a triple-net lease agreement with Comdata, a wholly owned
   subsidiary of Ceridian Corporation, a guarantor of the lease. The landlord's
   interest in the Comdata lease was assigned to the Fund XII-REIT Joint Venture
   at the closing. The Comdata lease commenced on April 1, 1997, and the current
   term expires on May 31, 2016. Comdata has the right to extend the Comdata
   lease for one additional five-year period of time at a rate equal to the
   greater of the base rent of the final year of the initial term or 90% of the
   then-current fair market rental rate.

   The base rent payable for the current term of the Comdata lease is as
   follows:

<TABLE>
<CAPTION>

             Lease years(1)                    Annual Rent                  Annual Rent Per Square Foot
    ---------------------------------------------------------------------------------------------------------
    <S>                                        <C>                          <C>
    Year 1                                     $2,398,672                              $11.92
    ---------------------------------------------------------------------------------------------------------
    Years 2-6                                  $2,458,638                              $12.22
    ---------------------------------------------------------------------------------------------------------
    Years 7-11                                 $2,528,605                              $12.52
    ---------------------------------------------------------------------------------------------------------
    Years 12-15                                $2,578,572                              $12.81
    ---------------------------------------------------------------------------------------------------------
</TABLE>

   (1) Beginning in 2001.

   Under the Comdata lease, Comdata is required to pay all operating expenses
   including but not limited to gas, water and electricity costs, garbage and
   waste disposal, telephone, janitorial service, security, insurance premiums,
   all taxes, assessments and other governmental levies and such other operating
   expenses with respect to Comdata Building. The Fund XII-REIT Joint Venture,
   as landlord, will be responsible for the repair and maintenance of the roof
   and structural systems of the Comdata Building.

   For additional information regarding the Comdata Building, refer to
   Partnership's Form 8-K dated May 15, 2001, which was filed with the
   Commission on May 29, 2001 (Commission File No. 0-30287).

                                       9
<PAGE>

  SUMMARY OF OPERATIONS

  The following information summarizes the operations of the unconsolidated
  joint ventures in which the Partnership had ownership interests as of June 30,
  2001 and 2000, respectively.

<TABLE>
<CAPTION>
                                                                                                Partnership's Share of
                                       Total Revenues                  Net Income                     Net Income
                                 -------------------------     -------------------------       -----------------------
                                     Three Months Ended            Three Months Ended            Three Months Ended
                                 -------------------------     -------------------------       -----------------------
                                   June 30,       June 30,       June 30,       June 30,       June 30,       June 30,
                                     2001           2000           2001           2000           2001           2000
                                 ----------     ----------     ----------     ----------       --------       --------
<S>                              <C>            <C>            <C>            <C>              <C>            <C>
Fund XI-XII-REIT
  Joint Venture                  $  847,767     $  837,127     $  499,960     $  514,974       $ 85,440       $ 88,006
Fund XII-REIT Joint
  Venture                         1,102,873        222,575        587,864        149,731        277,052         74,865
                                 ----------     ----------     ----------     ----------       --------       --------
                                 $1,950,640     $1,059,702     $1,087,824     $  664,705       $362,492       $162,871
                                 ==========     ==========     ==========     ==========       ========       ========


                                                                                                Partnership's Share of
                                       Total Revenues                  Net Income                     Net Income
                                 -------------------------     -------------------------       -----------------------
                                      Six Months Ended              Six Months Ended               Six Months Ended
                                 -------------------------     -------------------------       -----------------------
                                   June 30,       June 30,       June 30,       June 30,       June 30,       June 30,
                                     2001           2000           2001           2000           2001           2000
                                 ----------     ----------     ----------     ----------       --------       --------
Fund XI-XII-REIT
  Joint Venture                  $1,689,191     $1,661,927     $1,014,237     $1,024,867       $173,326       $175,143
Fund XII-REIT
  Joint Venture                   1,896,195        222,575      1,033,184        149,731        513,739         74,865
                                 ----------     ----------     ----------     ----------       --------       --------
                                 $3,585,386     $1,884,502     $2,047,421     $1,174,598       $687,065       $250,008
                                 ==========     ==========     ==========     ==========       ========       ========
</TABLE>

   SUMMARY OF OPERATIONS

   The following information summarizes the operations of the property, which is
   owned by one of the above joint ventures and is significant to the
   Partnership, for the quarters ended June 30, 2001 and June 30, 2000,
   respectively. Audited financial statements of this property is included in
   the Partnership's Form 10-K filed for the year ended December 31, 2000.

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                                Partnership's Share of
                                       Total Revenues                  Net Income                     Net Income
                                 -------------------------     -------------------------       -----------------------
                                     Three Months Ended            Three Months Ended            Three Months Ended
                                 -------------------------     -------------------------       -----------------------
                                   June 30,       June 30,       June 30,       June 30,       June 30,       June 30,
                                     2001           2000           2001           2000           2001           2000
                                 ----------     ----------     ----------     ----------       --------       --------
<S>                              <C>            <C>            <C>            <C>              <C>            <C>
The Siemens Building              $373,953       $222,575       $179,120       $149,131        $ 86,066       $74,865
                                  ========       ========       ========       ========        ========       =======


                                                                                                Partnership's Share of
                                       Total Revenues                  Net Income                     Net Income
                                 -------------------------     -------------------------       -----------------------
                                      Six Months Ended              Six Months Ended               Six Months Ended
                                 -------------------------     -------------------------       -----------------------
                                   June 30,       June 30,       June 30,       June 30,       June 30,       June 30,
                                     2001           2000           2001           2000           2001           2000
                                 ----------     ----------     ----------     ----------       --------       --------
The Siemens Building              $743,724       $222,575       $366,477       $149,731        $185,646       $74,865
                                  ========       ========       ========       ========        ========       =======
</TABLE>


   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
   RESULTS OF OPERATIONS

   The following discussion and analysis should be read in conjunction with the
   accompanying financial statements of the Partnership and notes thereto. This
   Report contains forward-looking statements, within the meaning of Section 27A
   of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934,
   including discussion and analysis of the financial condition of the
   Partnership, anticipated capital expenditures required to complete certain
   projects, amounts of cash distributions anticipated to be distributed to
   Limited Partners in the future and certain other matters. Readers of this
   Report should be aware that there are various factors that could cause actual
   results to differ materially from any forward-looking statement made in this
   Report, which include construction costs which may exceed estimates,
   construction delays, lease-up risks, inability to obtain new tenants upon
   expiration of existing leases, and the potential need to fund tenant
   improvements or other capital expenditures out of operating cash flow.


1. RESULTS OF OPERATIONS

   As of June 30, 2001 and 2000, the properties owned by the Partnership were
   100% occupied. Gross revenues of the Partnership increased to $769,240 from
   $348,546 for the six months ended June 30, 2001 and 2000, respectively. The
   increase was primarily attributable to an increase in equity of joint
   ventures as a result of the Partnership investing in two additional
   properties, the AT&T Call Center Buildings purchased on December 28, 2000,
   and the Comdata Building purchased on May 15, 2001. This increase was
   partially offset by decreased interest income earned on funds as a result of
   investing funds in additional properties in the second quarter of 2001.
   Expenses of the Partnership were $51,925 for the six months ended June 30,
   2001, as compared to $46,975 for the same period in 2000. The increase was
   due to increase in partnership administration expenses related to the
   acquisitions aforementioned.

                                       11
<PAGE>

   Net income per weighted average unit for Cash Preferred Limited Partners was
   $0.50 for the six month period ended June 30, 2001, as compared to $0.43 for
   the six months ended June 30, 2000. Net loss per weighted average unit for
   Tax Preferred Partners was $0.60 for the six months ended June 30, 2001, and
   $0.53 for the same period in 2000. The Partnership's distributions from Net
   Cash from operations accrued to Cash Preferred Limited Partners for the
   second quarter of 2001 and 2000 was $0.26 and $0.21 per weighted average
   unit, respectively.

   The Partnership's net cash used in operating activities was $9,705 compared
   to net cash provided by operating activities of $46,038 for 2000, due to
   current year payments of prior year accruals. Net cash used in investing
   activities increased to $8,521,725 in 2001 up from $6,807,456 in 2000. This
   was the result of increased investment in joint ventures to fund investments
   in additional properties. Net cash provided by financing activities of
   $8,366,755 in 2001 compared to $6,281,007 in 2000 was a result of partner
   contributions and related expenditures from selling 1,062,543 limited partner
   units during the first six months of 2001 compared to selling 747,262 limited
   partner units during the first six months of 2000.

   Since the Siemens Building was purchased in May 2000, comparative income
   figures for the prior year's period covered only two months. Accordingly, the
   prior year's period is not comparable to the six month period ended June 30,
   2001.

   The Partnership expects to continue to meet its short-term liquidity
   requirements generally through net cash provided by operations which the
   Partnership believes will continue to be adequate to meet both operating
   requirements and distributions to Limited Partners.

                                       12
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 6 (b.)  On May 29, 2001, the Registrant filed a Form 8-K dated May 15,
2001, describing the acquisition by the Registrant of an interest in the Comdata
Building located in Williamson County, Brentwood, Tennessee.

                                  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 XII, L.P.
                              (Registrant)
Dated: August 10, 2001 By:    /s/ Leo F. Wells, III
                              -----------------------------------------------
                              Leo F. Wells, III, as Individual
                              General Partner and as President and
                              Chief Financial Officer of Wells Capital, Inc.,
                              the General Partner of Wells Partners, L.P.

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