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UNITED STATES

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, 2009

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 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

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [Not yet applicable to
registrant.]    Yes   ̈    No   ̈

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

Large accelerated filer   ̈                 Accelerated filer   ̈

Non-accelerated filer  x (Do not check if a smaller reporting company)
                Smaller reporting company   ̈

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 XII, L.P. (the Partnership or the Registrant) 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, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future
obligations, and the amount and timing of any 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 this
report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such 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 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
partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A. in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2008 for a discussion of some of the risks and
uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.



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WELLS REAL ESTATE FUND XII, L.P.



TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                         |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                         |  | Page No.
|         |  |                      
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                    |  |         
|         |  |                       | 
|         |  |                       |  | Balance Sheets  June 30, 2009 (unaudited) and December 31, 2008                                                        |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Six Months Ended June 30, 2009 (unaudited) and 2008 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2008 and the Six Months Ended June 30, 2009 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Six Months Ended June 30, 2009(unaudited) and 2008 (unaudited)                         |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                     |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 16      
|         |  |                       | 
|         |  | Item 3                |  | Quantitative and Qualitative Disclosures about Market Risk                                                              |  | 21      
|         |  |                       | 
|         |  | Item 4T.              |  | Controls and Procedures                                                                                                 |  | 21      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                       |  | 22      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                            |  | 22      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                             |  | 22      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                         |  | 22      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                     |  | 22      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                       |  | 22      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                |  | 22      



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|PART I. | FINANCIAL INFORMATION
|------- | ---------------------



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

The information furnished in the
Partnerships accompanying balance sheets and 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 accompanying 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, 2008. The Partnerships results of operations for the three months and six months ended June 30, 2009 are not necessarily indicative of the operating results expected for the full year.



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WELLS REAL ESTATE FUND XII, L.P.



BALANCE SHEETS

ASSETS



|                                                        |  |                         |            |                  |   |           
|------------------------------------------------------- |  | ----------------------- | ---------- | ---------------- | - | ----------
|                                                        |  | (Unaudited)June 30,2009 |            | December 31,2008
|Investment in joint ventures                            |  | $                       | 15,166,555 |                  | $ | 15,370,832
|Cash and cash equivalents                               |  |                         | 301,500    |                  |   | 265,257   
|Due from joint ventures                                 |  |                         | 371,488    |                  |   | 370,318   
|Other assets                                            |  |                         | 0          |                  |   | 125       
|                                                        |  |                         |            |                  |   |           
|Total assets                                            |  | $                       | 15,839,543 |                  | $ | 16,006,532
|                                                        |  |                         |            |                  |   |           
|                                                       
|LIABILITIES AND PARTNERS CAPITAL                      
|LIABILITIES:                                            |  |                         |            |                  |   |           
|Accounts payable and accrued expenses                   |  | $                       | 19,079     |                  | $ | 29,890    
|Due to affiliates                                       |  |                         | 9,464      |                  |   | 8,235     
|Partnership distributions payable                       |  |                         | 275,489    |                  |   | 275,489   
|                                                        |  |                         |            |                  |   |           
|Total liabilities                                       |  |                         | 304,032    |                  |   | 313,614   
|                                                        |  |                        
|PARTNERS CAPITAL:                                      |  |                         |            |                  |   |           
|Limited partners:                                       |  |                         |            |                  |   |           
|Cash Preferred  3,016,188 units issued and outstanding |  |                         | 15,535,511 |                  |   | 15,692,918
|Tax Preferred  544,931 units issued and outstanding    |  |                         | 0          |                  |   | 0         
|General partners                                        |  |                         | 0          |                  |   | 0         
|                                                        |  |                         |            |                  |   |           
|Total partners capital                                 |  |                         | 15,535,511 |                  |   | 15,692,918
|                                                        |  |                         |            |                  |   |           
|Total liabilities and partners capital                 |  | $                       | 15,839,543 |                  | $ | 16,006,532
|                                                        |  |                         |            |                  |   |           

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



STATEMENTS OF OPERATIONS



|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|----------------------------------------------------- |  | ------------------------------------- | --------- | ----------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                      |  | (Unaudited)Three Months EndedJune 30, |           | (Unaudited)Six Months EndedJune 30,
|                                                      |  | 2009                                  |           | 2008                                |   | 2009      |  | 2008
|EQUITY IN INCOME OF JOINT VENTURES                    |  | $                                     | 260,669   |                                     | $ | 294,991   |  | $    | 510,638   |  | $ | 585,016  
|                                                      |  |                                       |           |                                    
|INTEREST AND OTHER INCOME                             |  |                                       | 0         |                                     |   | 514       |  |      | 0         |  |   | 1,512    
|                                                      |  |                                       |           |                                    
|GENERAL AND ADMINISTRATIVE EXPENSES                   |  |                                       | 53,556    |                                     |   | 45,219    |  |      | 117,067   |  |   | 111,925  
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|NET INCOME                                            |  | $                                     | 207,113   |                                     | $ | 250,286   |  | $    | 393,571   |  | $ | 474,603  
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|                                                      |  |                                       |           |                                    
|NET INCOME ALLOCATED TO:                              |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|CASH PREFERRED LIMITED PARTNERS                       |  | $                                     | 207,113   |                                     | $ | 250,286   |  | $    | 393,571   |  | $ | 474,603  
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|TAX PREFERRED LIMITED PARTNERS                        |  | $                                     | 0         |                                     | $ | 0         |  | $    | 0         |  | $ | 0        
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|GENERAL PARTNERS                                      |  | $                                     | 0         |                                     | $ | 0         |  | $    | 0         |  | $ | 0        
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|                                                      |  |                                       |           |                                    
|NET INCOME PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|CASH PREFERRED                                        |  |                                       | $0.07     |                                     |   | $0.08     |  |      | $0.13     |  |   | $0.16    
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|TAX PREFERRED                                         |  |                                       | $0.00     |                                     |   | $0.00     |  |      | $0.00     |  |   | $0.00    
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|                                                      |  |                                       |           |                                    
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:   |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|CASH PREFERRED                                        |  |                                       | 3,016,188 |                                     |   | 3,016,188 |  |      | 3,016,188 |  |   | 3,016,188
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|TAX PREFERRED                                         |  |                                       | 544,931   |                                     |   | 544,931   |  |      | 544,931   |  |   | 544,931  
|                                                      |  |                                       |           |                                     |   |           |  |      |           |  |   |          

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2008 AND

FOR THE SIX MONTHS ENDED JUNE 30,
2009 (UNAUDITED)



|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |    |  |    |  |   |            |  
|------------------------------------------------------------------------------------ |  | ---------------- |  | --------------- | ------------- | --------------------- | ----- | ------- | - | ------ | -- |  | -- |  | - | ---------- | -
|                                                                                     |  | Limited Partners |  | GeneralPartners |               | TotalPartnersCapital |      
|                                                                                     |  | Cash Preferred   |  |                 | Tax Preferred |                       |      
|                                                                                     |  | Units            |  | Amount          |               |                       | Units |         |   | Amount |    | 
|BALANCE, December 31, 2007                                                           |  | 3,013,500        |  | $               | 16,732,868    |                       |       | 547,619 |   |        | $0 |  | $0 |  | $ | 16,732,868 |  
|                                                                                     |  |                  |  |                 |               |                      
|Tax preferred conversion elections                                                   |  | 2,688            |  |                 | 0             |                       |       | (2,688  | ) |        | 0  |  | 0  |  |   | 0          |  
|Net income                                                                           |  | 0                |  |                 | 287,405       |                       |       | 0       |   |        | 0  |  | 0  |  |   | 287,405    |  
|Distributions of operating cash flow($0.44 per weighted-averageCash Preferred Unit)  |  | 0                |  |                 | (1,327,355    | )                     |       | 0       |   |        | 0  |  | 0  |  |   | (1,327,355 | )
|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |    |  |    |  |   |            |  
|BALANCE, December 31, 2008                                                           |  | 3,016,188        |  |                 | 15,692,918    |                       |       | 544,931 |   |        | 0  |  | 0  |  |   | 15,692,918 |  
|                                                                                     |  |                  |  |                 |               |                      
|Net income                                                                           |  | 0                |  |                 | 393,571       |                       |       | 0       |   |        | 0  |  | 0  |  |   | 393,571    |  
|Distributions of operating cash flow($0.18 per weighted-average Cash Preferred Unit) |  | 0                |  |                 | (550,978      | )                     |       | 0       |   |        | 0  |  | 0  |  |   | (550,978   | )
|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |    |  |    |  |   |            |  
|BALANCE, June 30, 2009                                                               |  | 3,016,188        |  | $               | 15,535,511    |                       |       | 544,931 |   |        | $0 |  | $0 |  | $ | 15,535,511 |  
|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |    |  |    |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                                     |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | (Unaudited)Six Months EndedJune 30, |         
|                                                                                  |  | 2009                                |          |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                     |          |   |      |   |          |  
|Net income                                                                        |  | $                                   | 393,571  |   |      | $ | 474,603  |  
|Operating distributions received from joint ventures                              |  |                                     | 730,834  |   |      |   | 849,982  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                     |          |   |      |   |          |  
|Equity in income of joint ventures                                                |  |                                     | (510,638 | ) |      |   | (585,016 | )
|Changes in assets and liabilities:                                                |  |                                     |          |   |      |   |          |  
|Decrease in other assets                                                          |  |                                     | 125      |   |      |   | 1,210    |  
|Decrease in accounts payable and accrued expenses                                 |  |                                     | (10,811  | ) |      |   | (23,709  | )
|Increase in due to affiliates                                                     |  |                                     | 1,229    |   |      |   | 3,808    |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                                     | 604,310  |   |      |   | 720,878  |  
|                                                                                  |  |                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                     |          |   |      |   |          |  
|Investment in joint ventures                                                      |  |                                     | (17,089  | ) |      |   | 0        |  
|                                                                                  |  |                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                     |          |   |      |   |          |  
|Operating distributions paid to limited partners                                  |  |                                     | (550,978 | ) |      |   | (704,622 | )
|                                                                                  |  |                                     |          |   |      |   |          |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                     | 36,243   |   |      |   | 16,256   |  
|                                                                                  |  |                                    
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                     | 265,257  |   |      |   | 205,220  |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                                   | 301,500  |   |      | $ | 221,476  |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|                                                                                  |  |                                    
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                     |          |   |      |   |          |  
|Partnership distributions payable                                                 |  | $                                   | 275,489  |   |      | $ | 350,622  |  
|                                                                                  |  |                                     |          |   |      |   |          |  

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 (unaudited)



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

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. (Wells Partners), a Georgia non-public 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. (WREF). Leo F.
Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on September 15, 1998 for the purpose of acquiring, developing, constructing, owning, operating,
improving, leasing and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Cash Preferred Units or Tax Preferred Units. Thereafter, the limited partners
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) add or 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 matters described above will bind the Partnership
without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.

On September 15, 1998,
the Partnership was organized under the laws of the state of Georgia. On March 22, 1999, the Partnership commenced an offering of up to $70,000,000 of Cash Preferred or Tax Preferred limited partnership units ($10.00 per unit) pursuant to a
Registration Statement filed on Form S-11 under the Securities Act of 1933. The offering was terminated on March 21, 2001, at which time the Partnership had sold approximately 2,688,861 Cash Preferred Units and 872,258 Tax Preferred Units for
total limited partner capital contributions of $35,611,192.

The Partnership owns interests in all of its real estate assets through joint ventures with
other entities affiliated

with the General Partners and Piedmont Operating Partnership, LP (Piedmont OP), formerly known as
Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (Piedmont REIT), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner.
Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and properties:



|                                                                              |  |                                                                                                              |  |                                                                                                                                                                    
|----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                 |  | Joint Venture Partners                                                                                       |  | Properties                                                                                                                                                         
|The Wells Fund XIFund XIIREIT Joint Venture
(Fund XI-XII-REIT Associates) |  |   Wells Real Estate Fund XI, L.P.   Wells Real Estate Fund XII, L.P.   Piedmont Operating Partnership, LP |  | 1. 20/20 Building A three-story office building located in Leawood, Kansas                                                                                         
|Wells Fund XII-REIT Joint Venture Partnership (Fund XII-REIT Associates)    |  |   Wells Real Estate Fund XII, L.P.   Piedmont Operating Partnership, LP                                    |  | 2. 4685 Investment Drive A three-story office building located in Troy, Michigan  3. Comdata Building A three-story office building located in Brentwood, Tennessee



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Wells Real Estate Fund XI, L.P. is affiliated with the Partnership through common general partners. Each of the
properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the Partnerships Annual Report on Form 10-K for the year ended December 31, 2008.



|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 (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted
accounting principles (GAAP) for complete financial statements. In the 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 Annual Report on Form 10-K for the year ended December 31, 2008. The Partnership has evaluated subsequent events occurring during the period from July 1, 2009 through August 12, 2009, the date of filing with
the SEC.

Investment in Joint Ventures

The Partnership
has evaluated the Joint Ventures and concluded that none are variable interest entities. 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 accounts for its investments in the Joint
Ventures 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 generally distributed to the joint
venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

The Partnership continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the
Partnerships investment in the Joint Ventures may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the
recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for
assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets
held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to the respective estimated fair values, pursuant to the provisions of Statement of Financial Accounting Standard (SFAS)
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144), and recognizes an impairment loss. Estimated fair values are calculated based on the following information, in order of
preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated salvage value.



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Distributions of Net Cash from Operations

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



| |  |  | First, to all Cash Preferred limited partners on a per-unit basis until each limited partner has received distributions equal to a 10% per annum return on his
respective net capital contributions, as defined.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Second, to the General Partners until the General Partners receive distributions equal to 10% of the total cumulative distributions paid by the Partnership to date.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Third, to the Cash Preferred limited partners on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

No distributions of net cash from operations will be made to limited partners holding Tax Preferred Units.

Distribution of Net Sale Proceeds

Upon the sale of properties,
unless reserved, net sale proceeds will be distributed in the following order:



| |  |  | In the event that the particular property sold is sold for a price that is less than the original property purchase price, to the limited partners holding Cash
Preferred 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 Tax Preferred Units with respect to such property;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding units which at any time have been treated as Tax Preferred Units until each limited partner has received an amount necessary to equal
the net cash available for distribution previously received by the limited partners holding Cash Preferred Units on a per-unit basis;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per-unit basis until each limited partner has received 100% of his net capital contributions, as defined;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners on a per-unit basis until each limited partner has received a cumulative 10% per annum return on his net capital contributions, as
defined;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per-unit basis until each limited partner has received an amount equal to his preferential limited partner return (defined as the sum of a
10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Cash Preferred Units and a 15% per annum cumulative return on net capital contributions for all periods during which the
units were treated as Tax Preferred Units);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | Then, if limited partners have received any excess limited partner distributions (defined as distributions to limited partners over the life of their investment in
the Partnership in excess of their net capital contributions, as defined, plus their preferential limited partner return), to the General Partners until they have received distributions equal to 20% of the sum of any such excess limited partner
distributions plus distributions made to the General Partners pursuant to this provision; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Thereafter, 80% to the limited partners on a per-unit basis 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 proportion that net cash from operations is distributed to the partners holding Cash Preferred Units and the General Partners. To the extent the Partnerships
net income in any year exceeds net cash from operations, such



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excess net income will be allocated 99% to the limited partners holding Cash Preferred Units and 1% to the General Partners.

Net loss, depreciation, amortization, and cost recovery deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Tax
Preferred 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 the qualified income offset provisions of the partnership agreement;
(b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Tax Preferred Units in amounts equal to the deductions for
depreciation, amortization, and cost recovery 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.

Recent Accounting Pronouncements

In May
2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 provides guidance on managements assessment of subsequent events. SFAS 165 clarifies
U.S. auditing literature and states that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be
issued. SFAS 165 allows the assessment of subsequent events to occur through the date on which the financial statements are available to be issued or the date they are issued; however, management must also disclose the date
through which events or transactions have been evaluated. Management must perform its assessment for both interim and annual financial reporting periods. SFAS 165 is effective prospectively for interim and annual periods ending after June 15,
2009. The adoption of SFAS 165 did not have a material impact on the Partnerships financial statements or disclosures.

In June 2009, the FASB
issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS 168 requires that the FASB Accounting Standards Codification (the
Codification) become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority, effectively
superseding SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Partnership expects that
the adoption of SFAS 168 will not have a significant impact on its financial statements or disclosures.



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|3. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------

Summary of Financial Information

Condensed financial information for the Joint Ventures for the three months and six months ended June 30, 2009 and 2008, respectively, is
presented below:



|                            |  |                            |           |                                         |   |           |                                    |      |                            |  |      |         |      |  |      |  |      |  |   |         |  |   |         |  
|--------------------------- |  | -------------------------- | --------- | --------------------------------------- | - | --------- | ---------------------------------- | ---- | -------------------------- |  | ---- | ------- | ---- |  | ---- |  | ---- |  | - | ------- |  | - | ------- | -
|                            |  | Total Revenues             |           | Income (Loss) FromContinuing Operations |   |           | Income FromDiscontinued Operations |      | Net Income (Loss)          | 
|                            |  | Three Months EndedJune 30, |           | Three Months EndedJune 30,              |   |           | Three Months EndedJune 30,         |      | Three Months EndedJune 30, | 
|                            |  | 2009                       |           | 2008                                    |   | 2009      |                                    | 2008 |                            |  | 2009 |         | 2008 |  | 2009 |  | 2008 | 
|Fund XI-XII-REIT Associates |  | $                          | 274,717   |                                         | $ | 290,894   |                                    | $    | 19,957                     |  | $    | (61,045 | )    |  | $0   |  | $819 |  | $ | 19,957  |  | $ | (60,226 | )
|Fund XII-REIT Associates    |  |                            | 953,089   |                                         |   | 1,071,407 |                                    |      | 571,838                    |  |      | 678,587 |      |  | 0    |  | 0    |  |   | 571,838 |  |   | 678,587 |  
|                            |  |                            |           |                                         |   |           |                                    |      |                            |  |      |         |      |  |      |  |      |  |   |         |  |   |         |  
|                            |  | $                          | 1,227,806 |                                         | $ | 1,362,301 |                                    | $    | 591,795                    |  | $    | 617,542 |      |  | $0   |  | $819 |  | $ | 591,795 |  | $ | 618,361 |  
|                            |  |                            |           |                                         |   |           |                                    |      |                            |  |      |         |      |  |      |  |      |  |   |         |  |   |         |  



|                            |  |                          |           |                                         |   |           |                                    |      |                          |  |      |           |      |  |      |  |      |  |   |           |  |   |           |  
|--------------------------- |  | ------------------------ | --------- | --------------------------------------- | - | --------- | ---------------------------------- | ---- | ------------------------ |  | ---- | --------- | ---- |  | ---- |  | ---- |  | - | --------- |  | - | --------- | -
|                            |  | Total Revenues           |           | Income (Loss) FromContinuing Operations |   |           | Income FromDiscontinued Operations |      | Net Income (Loss)        | 
|                            |  | Six Months EndedJune 30, |           | Six Months EndedJune 30,                |   |           | Six Months EndedJune 30,           |      | Six Months EndedJune 30, | 
|                            |  | 2009                     |           | 2008                                    |   | 2009      |                                    | 2008 |                          |  | 2009 |           | 2008 |  | 2009 |  | 2008 | 
|Fund XI-XII-REIT Associates |  | $                        | 592,311   |                                         | $ | 526,963   |                                    | $    | 20,958                   |  | $    | (61,947   | )    |  | $0   |  | $317 |  | $ | 20,958    |  | $ | (61,630   | )
|Fund XII-REIT Associates    |  |                          | 1,907,895 |                                         |   | 2,149,673 |                                    |      | 1,127,092                |  |      | 1,323,792 |      |  | 0    |  | 0    |  |   | 1,127,092 |  |   | 1,323,792 |  
|                            |  |                          |           |                                         |   |           |                                    |      |                          |  |      |           |      |  |      |  |      |  |   |           |  |   |           |  
|                            |  | $                        | 2,500,206 |                                         | $ | 2,676,636 |                                    | $    | 1,148,050                |  | $    | 1,261,845 |      |  | $0   |  | $317 |  | $ | 1,148,050 |  | $ | 1,262,162 |  
|                            |  |                          |           |                                         |   |           |                                    |      |                          |  |      |           |      |  |      |  |      |  |   |           |  |   |           |  

The Partnership allocates its share of net income, net loss, and gain on sale generated by the properties owned by
the Joint Ventures to its Cash Preferred and Tax Preferred limited partners pursuant to the partnership agreement provisions outlined in Note 2. The components of income from discontinued operations recognized by the Joint Ventures are provided
below:



|                            |  |                               |  |                               |  |       |  |                 |  |             |  |      
|--------------------------- |  | ----------------------------- |  | ----------------------------- |  | ----- |  | --------------- |  | ----------- |  | -----
|                            |  | Six Months EndedJune 30, 2009 |  | Six Months EndedJune 30, 2008
|                            |  | OperatingIncome               |  | Gainon Sale                   |  | Total |  | OperatingIncome |  | Gainon Sale |  | Total
|Fund XI-XII-REIT Associates |  | $0                            |  | $0                            |  | $0    |  | $317            |  | $0          |  | $317 
|                            |  |                               |  |                               |  |       |  |                 |  |             |  |      

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of June 30, 2009 and December 31, 2008 represents operating cash flow generated by the Joint Ventures for the three months ended
June 30, 2009 and December 31, 2008, respectively, which is attributable to the Partnership.



|4. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

In accordance with the property management and leasing agreement, Wells Management Company, Inc. (Wells Management), an affiliate of the
General Partners, receives compensation for the management and leasing of the Partnerships properties owned through the Joint Ventures equal to the lesser of (a) 2.5% for management services and 2% for leasing services of the gross
revenues collected monthly, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the



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fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties, which is
assessed periodically based on market studies, or (b) in the case of commercial properties leased on a long-term net basis (ten or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally
paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees are paid by the Joint Ventures and,
accordingly, are included in equity in income of joint ventures in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures and payable to
Wells Management is $6,289 and $8,430 for the three months ended June 30, 2009 and 2008, respectively, and $17,406 and $19,917 for the six months ended June 30, 2009 and 2008, respectively.

Administrative Reimbursements

Wells Capital, the corporate general
partner of Wells Partners, one of our General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management, and other partnership administration, and incur the related
expenses. Such expenses are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable
estimation of such expenses. The Partnership incurred administrative expenses of $22,631 and $24,656 payable to Wells Capital and Wells Management for the three months ended June 30, 2009 and 2008, respectively, and $48,902 and $48,454 for the
six months ended June 30, 2009 and 2008, respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership (bill-backs) directly and invoice the Partnership for the
reimbursement thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of June 30, 2009 and December 31, 2008 represents administrative reimbursements and bill-backs due to Wells Capital and/or
Wells Management.

Economic Dependency

The Partnership
has engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other administrative
responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 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 both owned and controlled by 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 and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored
programs and the volume of future acquisitions and dispositions of real estate assets by WREF-sponsored programs, as well as anticipated dividend income earned from its holdings of common stock of Piedmont REIT, which was acquired in connection with
the Piedmont REIT internalization transaction (see Assertion of Legal Action Against Related-Parties below). In addition, WREF guarantees unsecured debt of another WREF-sponsored product which was in the amount of approximately $34.7 million as
of July 31, 2009. The General Partners believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and other investments necessary to meet its current and future obligations as
they become due.



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The Partnership is also dependent upon the ability of its current tenants to pay their contractual rent amounts as they
become due. The inability of a tenant to pay future rental amounts would be likely to have a negative impact on the Partnerships results of operations. The Partnership is not currently aware of any reason why its existing tenants will not be
able to pay their contractual rental amounts as they become due in all material respects. Situations preventing the tenants from paying contractual rents could result in a material adverse impact on the Partnerships results of operations.

Assertion of Legal Action Against Related-Parties

On
March 12, 2007, a stockholder of Piedmont REIT filed a putative class action and derivative complaint, presently styled In re Wells Real Estate Investment Trust, Inc. Securities Litigation, in the United States District Court for the
District of Maryland against, among others, Piedmont REIT; Leo F. Wells, III, one of the Partnerships General Partners; Wells Capital, the corporate general partner of Wells Partners, the Partnerships other General Partner; Wells
Management, the Partnerships property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization
transaction on April 16, 2007. The complaint alleges, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Piedmont REIT internalization transaction and the related proxy statement filed with
the SEC on February 26, 2007, as amended. The complaint seeks, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction. On April 9, 2007, the District Court denied the
plaintiffs motion for an order enjoining the internalization transaction. On April 17, 2007, the Court granted the defendants motion to transfer venue to the United States District Court for the Northern District of Georgia, and the
case was docketed in the Northern District of Georgia on April 24, 2007. On June 7, 2007, the Court granted a motion to designate the class lead plaintiff and class co-lead counsel. On June 27, 2007, the plaintiff filed an amended
complaint, which attempts to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26, 2007, and derivative claims on behalf of
Piedmont REIT. On July 9, 2007, the Court denied the plaintiffs motion for expedited discovery related to an anticipated motion for a preliminary injunction. On August 13, 2007, the defendants filed a motion to dismiss the amended
complaint. On March 31, 2008, the Court granted in part the defendants motion to dismiss the amended complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two
counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended
complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring
Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the
internalization transaction. On May 12, 2008, the defendants answered and raised certain defenses to the second amended complaint. On June 23, 2008, the plaintiff filed a motion for class certification. The defendants responded to the
plaintiffs motion for class certification on January 16, 2009. The plaintiff filed its reply in support of its motions for class certification on February 19, 2009. The motion for class certification is currently pending before the
Court. The parties are presently engaged in discovery. On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The defendants responded to the plaintiff's motion for leave to amend on
April 30, 2009. The plaintiff filed its reply in support of its motion for leave to amend on May 18, 2009. The Court denied the plaintiffs motion for leave to amend on June 23, 2009. Mr. Wells, Wells Capital, and Wells
Management intend to vigorously defend this action. Any financial loss incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.



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|5. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

From time to time, the Partnership
and its General Partners are party to legal proceedings which arise in the ordinary course of our business. The Partnership is not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on
information currently available, have a materially adverse impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us.



|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, 2008.

Overview

The Partnership typically operates in the following five
life cycle phases and, during which, typically focuses on the following key operating objectives. 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 fundraising phase, less upfront fees, into the acquisition of real estate assets;



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

The period
during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;



| |  |  | 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 are currently operating in the holding phase of our life cycle. We currently own interests in
three properties. Our focus at this time involves leasing and marketing efforts and maximizing the operating performance of our assets in order to deliver what we believe will be the best overall performance for our limited partners.

Operating distributions payable to the limited partners holding Cash Preferred Units for the second quarter of 2009 remained consistent with the level paid in the prior
quarter. We anticipate that operating distributions will remain at a similar level in the near-term.



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##### Table of Contents

Property Summary

As
we continue to operate in the holding 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 will seek to maximize returns to our limited partners by
attempting to negotiate long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property-level costs and portfolio costs. Later, as we move into the positioning-for-sale and
disposition-and-liquidation phases, our attention will shift to locating suitable buyers and negotiating purchase-sale contracts that will attempt to maximize the total return to our limited partners, and to minimize contingencies and our
post-closing involvement with buyers. As of July 31, 2009, the Partnership owned interests in three properties.

Information relating to the
properties owned, or previously owned, by the Joint Ventures is provided below:



| |  |  | The Johnson Matthey Building was sold on October 5, 2004.
| | - |  | ---------------------------------------------------------



| |  |  | The Gartner Building was sold on April 13, 2005.
| | - |  | ------------------------------------------------



| |  |  | The AT&T Oklahoma Building was sold on April 13, 2005.
| | - |  | ------------------------------------------------------



| |  |  | The 111 Southchase Boulevard property was sold on May 23, 2007.
| | - |  | ---------------------------------------------------------------



| |  |  | The 20/20 Building, located in Leawood, Kansas, is 91% leased. The major leases for approximately 80% of the building extend through October 2012. We are
actively working on re-leasing the remaining vacant space.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 4685 Investment Drive, located in Troy, Michigan, is 100% leased through October 2015.
| | - |  | --------------------------------------------------------------------------------------



| |  |  | The Comdata Building, located in Brentwood, Tennessee, outside Nashville, is 100% leased through May 2016.
| | - |  | ----------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources

Overview

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 generally considered available for distribution to the Cash Preferred limited partners and, unless reserved, are generally paid quarterly. 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 one or more 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 could be adversely affected.

Short-Term Liquidity

During the six months ended June 30, 2009,
we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately $604,000. 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. We used net operating cash flows to fund operating distributions of approximately $551,000 to Cash Preferred limited
partners and to invest approximately $17,000 in Fund XI-XII-REIT Associates to fund capital improvements at the 20/20 Building, and reserved the remainder to fund future capital improvements for the 20/20 Building. The extent of any 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 to fund our share of tenant
re-leasing costs and other capital improvements for properties owned by the



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##### Table of Contents

Joint Ventures. We anticipate that operating distributions from the Joint Ventures may decline slightly in the near-term, as compared to prior year, due to
the reduction in the rental rate at 4685 Investment Drive as a result of the lease amendment with sole tenant executed in November 2008.

At this time, we
expect to continue to generate cash flows from operations, including distributions from the Joint Ventures, sufficient to cover our estimated future expenses. We also believe that the cash on hand and distributions due from the Joint Ventures are
sufficient to cover our working capital needs, including liabilities of approximately $304,000, as of June 30, 2009.

Long-Term Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the Joint Ventures and net proceeds
generated from the selective and strategic sale of properties. Our future long-term liquidity requirements will include, but not be limited to, funding our share of tenant improvements, renovations, expansions, and other significant capital
improvements necessary for properties owned through the Joint Ventures. We expect to continue to use substantially all future net cash flows from operations, including distributions received from the Joint Ventures, less expenses related to the
recurring operations of the properties and the portfolio and reserves for known capital expenditures, to pay operating distributions to the limited partners. Future cash flows from operating activities will be primarily affected by distributions
received from the Joint Ventures, which are dependent upon the net operating income generated by the Joint Ventures properties, 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 net offering proceeds available for investment. Thus, it is unlikely that we will acquire
interests in any additional properties. Historically, our investment strategy has generally involved acquiring properties that are preleased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.

The Joint Ventures incur 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 our properties for re-leasing. As leases expire, we typically 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.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership approximately one month following
quarter-ends. However, the Joint Ventures will reserve operating distributions, or a portion thereof, as needed in order to fund known capital and other expenditures. 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
sale proceeds reserves, if available, would then be utilized. Any capital or other expenditures not funded from the operations of the Joint Ventures will be required to be funded by the Partnership and the other respective joint venture partners on
a pro rata basis.



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##### Table of Contents

As of June 30, 2009, we have received, used, distributed, and held net sale proceeds allocated to the Partnership
from the sale of properties as presented below:



|                                       |  |                  |  |                                     |        |                                              |         |                         |  |                                                            |  |                                                   |  |            
|-------------------------------------- |  | ---------------- |  | ----------------------------------- | ------ | -------------------------------------------- | ------- | ----------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------- |  | -----------
|                                       |  | Net SaleProceeds |  | PartnershipsApproximateOwnership % |        | Net Sale ProceedsAllocated to thePartnership |         | Use ofNet Sale Proceeds |  | Net Sale ProceedsDistributed toPartners as ofJune 30, 2009 |  | Undistributed NetSale Proceeds as ofJune 30, 2009
|Property Sold                          |  |                  |  |                                     | Amount |                                              | Purpose |                         | 
|                                       |  |                  |  |                                     |        |                                              |        
|Johnson Matthey Building(sold in 2004) |  | $9,675,000       |  | 17.10%                              |        | $  1,653,361                                 |         | $0                      |  |                                                           |  | $  1,653,361                                      |  | $         0
|                                       |  |                  |  |                                     |        |                                              |        
|Gartner Building(sold in 2005)         |  | $12,396,859      |  | 17.10%                              |        | 2,118,499                                    |         | 0                       |  |                                                           |  | 2,118,499                                         |  | 0          
|                                       |  |                  |  |                                     |        |                                              |        
|AT&T Oklahoma Building(sold in 2005)   |  | $21,307,577      |  | 44.99%                              |        | 9,585,853                                    |         | 0                       |  |                                                           |  | 9,585,853                                         |  | 0          
|                                       |  |                  |  |                                     |        |                                              |        
|111 Southchase Boulevard(sold in 2007) |  | $7,236,841       |  | 17.10%                              |        | 1,236,704                                    |         | 0                       |  |                                                           |  | 1,222,287                                         |  | 14,417     
|                                       |  |                  |  |                                     |        |                                              |         |                         |  |                                                            |  |                                                   |  |            
|                                       |  |                  |  |                                     |        |                                              |        
|Total                                  |  |                  |  |                                     |        | $14,594,417                                  |         | $0                      |  |                                                            |  | $14,580,000                                       |  | $14,417    
|                                       |  |                  |  |                                     |        |                                              |         |                         |  |                                                            |  |                                                   |  |            

Upon evaluating the capital needs of the properties in which we currently own an interest, our General Partners
have determined to reserve the remaining net sale proceeds.

Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $260,669 and $294,991 for the three months
ended June 30, 2009 and 2008, respectively, and $510,638 and $585,016 for the six months ended June 30, 2009 and 2008, respectively. The decreases are primarily a result of a lease extension executed in the fourth quarter of 2008 with the
sole tenant at 4685 Investment Drive under which the base rental rate was reduced in favor of not providing a landlord-funded tenant allowance.

Absent
future leasing activities at the 20/20 Building, we anticipate equity in income of Joint Ventures to remain at similar levels in the near term.

General
and Administrative Expenses

General and administrative expenses were $53,556 and $45,219 for the three months ended June 30, 2009 and 2008,
respectively, and $117,067 and $111,925 for the six months ended June 30, 2009 and 2008, respectively. The increases are primarily attributable to an adjustment to 2007 Tennessee partnership franchise and excise taxes made in the second quarter
of 2008. We estimate Tennessee partnership franchise and excise taxes based on an estimate of the apportionment of income allocable to the Partnership from the property in Tennessee relative to income allocable to the Partnership from all properties
as if earned ratably during the calendar year. Thus, our future estimates of Tennessee partnership franchise and excise tax expenses will fluctuate as the relationship of income earned by the Partnership from the property in Tennessee fluctuates
relative to income earned by the Partnership from all properties in the future.

Absent temporary fluctuations throughout the course of the year, we
anticipate that changes in the future levels of our general and administrative expenses will vary primarily based on future changes in our reporting and regulatory requirements.

Inflation

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows
from operations. There are provisions in the majority of our tenant leases that are intended to help protect us from the



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impact of inflation. These provisions include rent steps, 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. However, due to the long-term nature of our leases, the leases may not readjust their reimbursement
rates frequently enough to cover inflation.

Application of Critical Accounting Policies

Summary

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 are
required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the assets to determine the appropriate useful lives. These assessments have a direct impact on net income. The
estimated useful lives of the Joint Ventures assets are depreciated using the straight-line method over the following useful lives:



|                      |  |                                       
|--------------------- |  | --------------------------------------
|Buildings             |  | 40 years                              
|Building improvements |  | 5-25 years                            
|Land improvements     |  | 20 years                              
|Tenant improvements   |  | Shorter of lease term or economic life

In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income
would be misstated.

Evaluating the Recoverability 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 through investments in the Joint Ventures may
not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, we assess the recoverability of the real estate assets by determining whether the
respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to
sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use, or the estimated fair values, less costs to sell, for assets held for sale, do not exceed the respective assets carrying
values, we adjust the real estate assets to the respective estimated fair values, pursuant to the provisions of SFAS No. 144, and recognize an impairment loss. Estimated fair values are calculated based on the following information, in order of
preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows,



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including estimated salvage value. In the third quarter of 2008, Fund XI-XII-REIT Associates recorded an impairment loss at the 20/20 Building of
approximately $3,678,000, of which approximately $629,000 was allocated to the Partnership, in order to reduce the carrying value of the property to its estimated fair value based on present value of future cash flows, as a result of management
refining its strategy for disposing of this building.

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

Related-Party Transactions and Agreements

We have entered into agreements with Wells Capital and Wells Management, affiliates 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 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.



|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 currency exchange rate fluctuations, or the other market risks contemplated
by Item 305 of Regulation S-K.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

We carried out an evaluation, under the
supervision and with the participation of management of Wells Capital, the corporate general partner of Wells Partners, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the
design and operation of the Partnerships disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the Exchange Act) as of the end of the quarterly period covered by this report. Based
upon that evaluation, the Principal Executive Officer and the Principal Financial Officer of Wells Capital 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 the reports we file or submit under the Exchange Act 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 the reports we file under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and
the Principal Financial Officer of Wells Capital, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control
Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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|PART II. | OTHER INFORMATION
|-------- | -----------------



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are from time to time a party to legal
proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in managements judgment based on information currently available, have a material adverse effect on
our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended June 30, 2009, requiring disclosure under Item 103 of Regulation S-K. For a description of
pending litigation involving certain related parties, see Assertion of Legal Action Against Related-Parties in Note 4 to our financial statements included in this report.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes from the risk
factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.



|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 June 30, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



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



|(c) | We did not redeem any securities during the quarter ended June 30, 2009.
|--- | ------------------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



|(a) | We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended June 30, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



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



|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 June 30, 2009.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the quarter ended June 30, 2009, there was no information 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 Second Quarter Form 10-Q attached hereto.



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SIGNATURES

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



|                |  |  |  |                                                                                                    |  |                                                
|--------------- |  |  |  | -------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|                |  |  |  | WELLS REAL ESTATE FUND XII, L.P. (Registrant)                                                     
|                |  |  | 
|                |  |  |  | By:                                                                                                |  | WELLS PARTNERS, L.P. (General Partner)         
|                |  |  | 
|                |  |  |  | By:                                                                                                |  | WELLS CAPITAL, INC. (Corporate General Partner)
|                |  | 
|August 12, 2009 |  |  |  | /s/ LEO F. WELLS, III                                                                             
|                |  |  |  | Leo F. Wells, III President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|                |  | 
|August 12, 2009 |  |  |  | /s/ DOUGLAS P. WILLIAMS                                                                           
|                |  |  |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.                            



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EXHIBIT INDEX

TO SECOND QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND XII, L.P.



|              |  |                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                   
|              | 
|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