<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q

(Mark One)

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

    For the quarterly period ended June 30, 2000   or
                                  ---------------

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

    For the transition period from__________________to__________________

    Commission file number   0-30287
                           -----------
                       Wells Real Estate Fund XII, L.P.
    -------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

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

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

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

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes    X      No
    --------     ------
<PAGE>

                                    Form 10-Q
                                    ---------

                         Wells Real Estate Fund XII, L.P.
                         --------------------------------

                                      INDEX
                                      -----


                                                                        Page No.
                                                                        --------
PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements

                     Balance Sheets - June 30, 2000
                     and December 31, 1999.............................     3

                     Statement of Income for the Three and Six
                     Months ended June 30, 2000 and 1999...............     4

                     Statement of Partners' Capital for the year ended
                     December 31, 1999 and the
                     Six Months Ended June 30, 2000....................     5

                     Statement of Cash Flows for the Six Months
                     Ended June 30, 2000 and 1999......................     6

                     Condensed Notes to Financial Statements............    7

          Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations.........................................   10

PART II.  OTHER INFORMATION.............................................   18

                                       2
<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.
                     (a Georgia Public Limited Partnership)

                                 BALANCE SHEETS


               Assets                          June 30, 2000   December 31, 1999
               ------                          -------------   -----------------

Investment in joint ventures (Note 2)           $12,444,919       $5,467,634
Cash and cash equivalents                         2,104,323        2,584,734
Deferred project costs (Note 3)                      85,968          107,051
Deferred offering costs (Note 4)                    429,363          331,953
Due from affiliates                                 217,520          116,258
Prepaids and other assets                             2,242                0
                                                -----------       ----------
     Total assets                               $15,284,335       $8,607,630
                                                ===========       ==========


      Liabilities and Partners' Capital
      ---------------------------------

Liabilities:
 Sales commissions payable                      $     3,525       $    5,507
 Due to affiliates (Note 5)                         438,706          344,578
 Partnership distribution payable                   223,371          113,084
                                                -----------       ----------
     Total liabilities                              665,602          463,169
                                                -----------       ----------

Partners' capital:
 Limited partners:
  Cash Preferred 1,315,326 Units outstanding
   at June 30, 2000 and 752,426 as of
   December 31, 1999                             11,566,743        6,602,953
  Tax Preferred 368,755 Units outstanding
   at June 30, 2000 and 184,393 as of
   December 31, 1999                              3,051,990        1,541,508
                                                -----------       ----------


    Total partners' capital                     14,618,733        8,144,461
                                                -----------       ----------

     Total liabilities and partners' capital    $15,284,335       $8,607,630
                                                ===========       ==========

           See accompanying condensed notes to financial statements.

                                       3
<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.
                     (a Georgia Public Limited Partnership)

                              STATEMENT OF INCOME
<TABLE>
<CAPTION>

                                              Three Months           Six Months              One Month
                                                  Ended                 Ended                  Ended
                                              June 30, 2000         June 30, 2000          June 30, 1999
                                              -------------         -------------          -------------
<S>                                           <C>                   <C>                    <C>
Revenues:
   Equity in income of joint
      ventures (Note 2)                          $162,871             $ 250,008                $     0
   Interest income                                 51,462                98,538                      0
                                                 --------             ---------                -------
                                                  214,333               348,546                      0
                                                 --------             ---------                -------
Expenses:
   Computer costs                                   3,035                 6,105                    800
   Partnership administration                      15,381                25,670                  1,815
   Legal and accounting                             3,200                15,200                      0
                                                 --------             ---------                -------
                                                   21,616                46,975                  2,615
                                                 --------             ---------                -------
   Net income                                    $192,717             $ 301,571                $(2,615)
                                                 ========             =========                =======

Net income allocated to General
   Partners                                      $      0             $       0                $   (26)

Net income allocated to Cash
   Preferred Limited Partners                    $292,043             $ 448,008                $     0


Net loss allocated to Tax Preferred
   Limited Partners                              $(99,326)            $(146,437)               $(2,589)

Net income per weighted average
   Cash Preferred Limited
   Partner Unit                                  $   0.28             $    0.43                $  0.00

Net loss per weighted average Tax
   Preferred Limited Partner Unit                $  (0.36)            $    (.53)               $ (0.02)

Cash distribution per weighted
   average Cash Preferred
   Limited Partner Unit                          $   0.21             $    0.35                $  0.00
</TABLE>

           See accompanying condensed notes to financial statements.

                                       4
<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.
                     (a Georgia Public Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000


<TABLE>
<CAPTION>
                                                                 Limited Partners                                 Total
                                                 ------------------------------------------------
                                                      Cash Preferred           Tax Preferred        General     Partners'
                                                 ------------------------  ----------------------
                                      Original     Units       Amounts      Units      Amounts     Partners      Capital
                                      ---------  ---------  -------------  --------  ------------  ---------  -------------
<S>                                   <C>        <C>        <C>            <C>       <C>           <C>        <C>
BALANCE,
 December 31, 1998                       $ 100           0   $         0         0    $        0      $ 500    $       600

 Net income (loss)                           0           0       195,244         0       (71,927)      (500)       122,817
 Partnership distributions                   0           0      (176,018)        0             0          0       (176,018)
 Limited partner contributions               0     752,426     7,524,260   184,393     1,843,926          0      9,368,186
 Sales commissions and discounts             0           0      (714,805)        0      (175,173)         0       (889,978)
 Other offering expenses                     0           0      (225,728)        0       (55,318)         0       (281,046)
 Return of capital                        (100)          0             0         0             0          0           (100)
                                         -----   ---------   -----------   -------    ----------      -----    -----------
BALANCE at December 31, 1999             $   0     752,426   $ 6,602,953   184,393    $1,541,508      $   0    $ 8,144,461

 Net income (loss)                           0           0       448,008         0      (146,437)         0        301,571
 Partnership distributions                   0           0      (365,846)        0             0          0       (365,846)
 Limited partner contributions               0     553,400     5,534,008   193,862     1,938,617          0      7,472,625
 Sales commissions and discounts             0           0      (565,480)        0      (144,419)         0       (709,899)
 Other offering expenses                     0           0      (166,320)        0       (57,859)         0       (224,179)
 Tax preferred conversions                   0       9,500        79,420    (9,500)      (79,420)         0              0
                                         -----   ---------   -----------   -------    ----------      -----    -----------
BALANCE at June 30, 2000                 $   0   1,315,326   $11,566,743   368,755    $3,051,990      $   0    $14,618,733
                                         =====   =========   ===========   =======    ==========      =====    ===========
</TABLE>


           See accompanying condensed notes to financial statements.



                                       5
<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.
                     (a Georgia Public Limited Partnership)

                            STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                               Six Months                        One Month
                                                                                 Ended                              Ended
                                                                             June 30, 2000                      June 30, 1999
                                                                             -------------                     -------------
<S>                                                                           <C>                              <C>
Cash flows from operating activities:
  Net income (loss)                                                           $   301,571                         $   (2,615)
  Adjustments to reconcile net income to net cash
     provided by operating activities:
        Equity in income of joint venture                                        (205,008)                                 0
        Changes in assets and liabilities:
            Increase due to affiliates                                             (3,283)                            47,036
            Increase in accounts receivable                                        (2,242)                                 0
                                                                              -----------                         ----------

  Net cash provided by operating activities                                        46,038                             44,421
                                                                              -----------                         ----------

Cash flow from investing activities:
   Investment in joint ventures                                                (6,782,935)                                 0
   Deferred project costs                                                        (261,542)                           (94,370)
   Distribution received from joint ventures                                      237,021                                  0
                                                                              -----------                         ----------
   Net cash used in investing activities                                       (6,807,456)                           (94,370)
                                                                              -----------                         ----------

Cash flow from financing activities:
  Limited partners' contributions                                               7,472,625                          2,696,293
  Sales commissions                                                              (711,881)                          (108,889)
  Offering costs                                                                 (224,179)                           (80,889)
  Distribution to partners                                                       (255,558)                                 0
                                                                              -----------                         ----------
     Net cash provided by financing activities                                  6,281,007                          2,506,515
                                                                              -----------                         ----------

Net (decrease) increase in cash and cash
        equivalents                                                              (480,411)                         2,456,566

Cash and cash equivalents, beginning of year                                    2,584,734                                600
                                                                              -----------                         ----------

Cash and cash equivalents, end of period                                      $ 2,104,323                         $2,457,166
                                                                              ===========                         ==========

Supplemental disclosure of noncash
       investing activities:
              Deferred project costs applied to joint
                    venture property                                          $   282,625                         $        0
                                                                              ===========                         ==========
</TABLE>

           See accompanying condensed notes to financial statements.

                                       6
<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.
                     (A Georgia Public Limited Partnership)

                    Condensed Notes to Financial Statements

                                 June 30, 2000

  (1) Summary of Significant Accounting Policies
      ------------------------------------------

      (a) General
      -----------

     Wells Real Estate Fund XII, L.P. (the "Partnership") is a Georgia public
     limited partnership having Leo F. Wells, III and Wells Partners, L.P., as
     General Partners.  The Partnership was formed on September 15, 1998, for
     the purpose of acquiring, developing, owning, operating, improving,
     leasing, and otherwise managing for investment purposes, income producing
     commercial properties.

     On March 22, 1999, the Partnership commenced a public offering of up to
     $70,000,000 of limited partnership units ($10.00 per unit) pursuant to a
     Registration Statement on Form S-11 filed under the Securities Act of 1933.
     The Partnership commenced active operations on June 1, 1999, when it
     received and accepted subscriptions for 125,000 units.  As of June 30,
     2000, the Partnership had sold 1,305,826 Cash Preferred Status Units, and
     378,255 Tax Preferred Status Units, held by a total of 907and 60 Limited
     Partners, respectively, for total Limited Partner capital contributions of
     $16,840,811.  After payment of $589,428 in Acquisition and Advisory Fees
     and Acquisition Expenses,  the payment of $2,105,101 in selling commissions
     and organization and offering expenses, the investment of $5,300,000 in the
     Fund XI-XII-REIT Joint Venture and the investment of $6,782,935 in the Fund
     XII-REIT Joint Venture, as of June 30, 2000, the Partnership was holding
     net offering proceeds of $2,063,347 available for investment in properties.

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

     As of June 30, 2000, the Partnership owned interests in the following
     properties through its ownership of the foregoing ventures: (i) a two-story
     manufacturing and office building located in Fountain Inn, South Carolina
     (the "EBYL Cartex Building", which is owned by the Fund XI-XII-REIT Joint
     Venture; (ii)  a three-story office building located in Leawood, Johnson
     County, Kansas (the "Sprint Building"), which is owned by the Fund XI-XII-
     REIT Joint Venture); (iii) a one-story office building and warehouse
     located in

                                       7
<PAGE>

     Tredyffin Township, Chester County, Pennsylvania (the "Johnson Matthey
     Building"), which is owned by the Fund XI-XII-REIT Joint Venture; (iv) a
     two story office building located in Ft. Myers, Lee County, Florida, (the
     "Gartner Building"), which is owned by the Fund XI-XII-REIT Joint Venture;
     and (v) a three-story office building located in Troy, Oakland County,
     Michigan, (the "Siemens Building"), which is owned by the Fund XII-REIT
     Joint Venture.

     (b) Basis of Presentation
     -------------------------

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

     For further information, refer to the financial statements and footnotes
     included in the Partnership's Form 10-K for the year ended December 31,
     1999.

(2)  Investment in Joint Venture
     ---------------------------

     The Partnership owns interests in five office buildings, as of June 30,
     2000, through its ownership of joint ventures.  The Partnership does not
     have control over the operations of the joint ventures; however, it does
     exercise significant influence.  Accordingly, investments in joint ventures
     is recorded on the equity method.

     For further information on investments in joint ventures, refer to the
     Partnership's Form 10-K for the year ended December 31, 1999, and the
     footnotes to the financial statements contained therein.

The following describes additional information about the properties in which the
Partnership owned an interest as of June 30, 2000.

Fund XII-REIT Joint Venture
---------------------------

On April 10, 2000, the Partnership and Wells OP, the Operating Partnership for
Wells Real Estate Investment Trust, Inc., entered into a Joint Venture
Partnership Agreement for the purpose of acquiring, owning, leasing, operating
and managing real properties.  The Joint Venture Partnership is know as the Fund
XII-REIT Joint Venture Partnership (Fund XII-REIT Joint Venture).

As of June 30, 2000, the Partnership had contributed approximately $6,782,935
for an approximate 50% equity interest in the Fund XII-REIT Joint Venture.  As
of June 30, 2000, Wells OP also held an approximate 50% equity interest in the
Fund XII-REIT Joint Venture.

                                       8
<PAGE>

Siemens Building
----------------

On May 10, 2000, the Fund XII-REIT Joint Venture acquired the Siemens Building,
a three-story office building containing approximately 77,054 rentable square
feet on a 5.3 acre tract of land located in Troy, Oakland County, Michigan, for
a purchase price of $14,265,000, excluding acquisition costs.  The entire
Siemens Building is currently under a net lease agreement with Siemens which was
assigned to the Fund XII-REIT Joint Venture at closing.  The lease currently
expires on August 31, 2010, and Siemens has the right to extend the lease for
two additional five year periods of time at 95% of the then current fair market
rental rate.

The monthly lease rent payable under the Siemens lease for the remainder of the
lease term is $109,160 for year 1,; $111,857 for year 2; $114,554 for year 3;
$117,251 for year 4; $119,947 for year 5; $122,644 for year 6; $125,341 for year
7; $128,038 for year 8; $130,735 for year 9; and $133,432 for year 10 and the
first six months of year 11.

Under the lease, Siemens is required to pay as additional monthly rent its gas,
water, and electricity costs and all operating expenses including, but not
limited to, garbage and waste disposal, telephone, sprinkler service, janitorial
service, security, insurance premiums, all taxes, assessments and other
governmental levies and such other operating expenses with respect to the
Siemens Building.  In addition, Siemens is responsible for all routine
maintenance and repairs to its portion of the Siemens Building.  Siemens is
responsible for maintaining the common and service areas and the central
heating, ventilation and air conditioning systems of the building.

The Fund XII-REIT Joint Venture, as landlord, is responsible for the repair and
replacement of the roof, foundation, load bearing items, exterior surface walls,
plumbing, pipes, conduits and electrical mechanical and plumbing systems of the
Siemens Building.  Siemens must obtain written consent from the Fund XII-REIT
Joint Venture before making any alterations to the premises in excess of
$100,000 in the aggregate within any 12 month period.

Under the terms of the Siemens lease, the Fund XII-REIT Joint Venture is
required to reimburse Siemens for tenant improvement  costs in the amount of
$1,954,516.  The Fund XII-REIT Joint Venture received a credit at closing in an
amount equal to this tenant improvement allowance.

Siemens has a one-time right to cancel the Siemens lease effective after the
90th month of the term if Siemens (a) provides written notice of such
cancellation on or before the last day of the 78th month, and (b) pays a
cancellation fee to the Fund XII-REIT Joint Venture currently calculated to be
approximately $1,234,160.

For additional information regarding the Siemens Building, refer to the
Partnership's Supplement No. 5 dated July 25, 2000, to the Prospectus of Wells
Real Estate Fund XII, L.P. dated March 22, 1999, contained in Post-Effective
Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund
XII, L.P., which was filed with the Commission on July 25, 2000 (Commission File
No. 33-66657).

     (3) Deferred Project Costs
         ----------------------

         The Partnership pays acquisition and advisory fees and acquisition
         expenses to the General Partners for acquisition and advisory services
         and expenses. These payments, as provided by the Partnership Agreement,
         may not exceed 3.5% of the Limited Partners' capital contributions.
         Acquisition and advisory fees and acquisitions expenses paid as of June
         30, 2000, amounted to $589,428 and represented approximately 3.5% of
         the Limited Partners' capital contributions received. These fees are
         allocated to specific properties as they are purchased.

     (4) Deferred Offering Costs
         -----------------------

         Wells Capital, Inc. (the "Company"), the general partner of Wells
         Partners, L.P., pays all the offering expenses for the Partnership. The
         Company may be reimbursed by the Partnership to the extent that such
         offering expenses do not exceed 3% of total Limited Partners' capital
         contributions. As of June 30, 2000 the Partnership had reimbursed the
         Company for $505,224 in offering expenses which amounted to
         approximately 3% of Limited Partners' capital contributions.

     (5) Due To Affiliates
         -----------------

         Due to Affiliates consists of acquisition and advisory fees and
         acquisition expenses, deferred offering costs, and other operating
         expenses paid by the Company on behalf of the Partnership.





                                       9
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
-------------------------------------------------------------------------
RESULTS OF OPERATION.
---------------------

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

The Partnership commenced active operations on June 1, 1999, when it received
and accepted subscriptions for 125,000 units.  As of June 30, 2000, the
Partnership had sold 1,305,826 Cash Preferred Status Units and 378,255 Tax
Preferred Status Units, held by a total of 907 and 60 Limited Partners
respectively, for total Limited Partner capital contributions of $16,840,811.
After payment of $589,428 in Acquisition and Advisory Fees and Acquisition
Expenses, the payment of $2,105,101 in selling commissions and organization and
offering expenses, the investment of $5,300,000 in the Fund XI-XII-REIT Joint
Venture and the investment of $6,782,935 in the Fund XII-REIT Joint Venture, as
of June 30, 2000, the Partnership was holding net offering proceeds of
$2,063,347 available for investment in properties.


Results of Operations
---------------------

As of June 30, 2000, the properties owned by the Partnership were 100% occupied.
Gross revenues of the Partnership of $348,546 for the six months ended June 30,
2000 were attributable primarily to interest income earned on funds held by the
Partnership prior to the investment in properties and an increase in equity in
income of joint ventures.  The Partnership received no revenues for the period
ended June 30, 1999.  Expenses of the Partnership were $46,975 for the six
months ended June 30, 2000 and consisted of administrative salaries as well as
accounting and legal expenses and computer costs.  Since the Partnership began
active operations on June 1, 1999, comparable income and expense figures for
prior year are not available.

Net income per weighted average unit for Cash Preferred Limited Partners was
$0.43 for the six months ended June 30, 2000.  Net loss per weighted average
unit for Tax Preferred Limited Partners was $0.53 for the six months ended June
30, 2000.

                                       10
<PAGE>

The Partnership's distributions from Net Cash from Operations accrued to Cash
Preferred Limited Partners for the second quarter of 2000 was $0.21 per weighted
average unit.  The Partnership currently anticipates that distributions will
continue to be paid on a quarterly basis on a level at least consistent with the
second quarter distributions.

Net decrease in cash and cash equivalents is the result of raising $7,472,625 in
limited Partners' capital contributions before deducting commissions and
offering costs and the investment of $6,782,935 in the Fund XII-REIT Joint
Venture.  The Partnership expects to continue to meet its short-term liquidity
requirements generally through net cash provided by operations which the
Partnership believes will continue to be adequate to meet both operating
requirements and distributions to limited partners.  At this time, given the
nature of the joint ventures and property in which the Partnership has invested,
there are no known improvements or renovations to the properties expected to be
funded form cash flow from operations.

The Partnership expect to make future real estate investments, directly or
through investments in Joint Ventures from Limited Partners capital
contributions.  As of June 30, 2000, the Partnership was holding $2,063,347 of
net offering proceeds from Limited Partner capital contributions for investments
in additional properties.  Since properties are acquired on an all-cash basis,
the Partnership has no permanent long-term liquidity requirements.

                                       11
<PAGE>

Property Operations
-------------------

As of June 30, 2000, the Partnership owned interests in the following
operational properties:

EYBL CarTex Building/Wells Fund XI-XII-REIT Joint Venture
---------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Three Months Ended     Six Months Ended     Two Months Ended
                                                         ------------------     ----------------     ----------------
                                                           June 30, 2000         June 30, 2000        June 30, 1999
                                                           -------------         -------------        -------------
<S>                                                            <C>                  <C>                   <C>
Revenues:
   Rental income                                               $140,089             $280,178              $70,126
                                                               --------             --------              -------

Expenses:
   Depreciation                                                  49,900               99,801               33,268
   Management & leasing expenses                                  5,496               11,217               10,849
   Operating costs, net of reimbursements                         9,174               19,014                    0
                                                               --------             --------              -------
                                                                 64,570              130,032               44,117
                                                               --------             --------              -------

Net income                                                     $ 75,519             $150,146              $26,009
                                                               ========             ========              =======

Occupied %                                                          100%                 100%                 100%

Partnership ownership %                                            17.1%                17.1%                   -

Cash distributed to the Partnership                            $ 19,863             $ 37,002                    -

Net income allocated to the Partnership                        $ 12,905             $ 25,659                    -
</TABLE>


On May 18, 1999, Wells Real Estate, LLC-SC I, a Georgia limited liability
company wholly owned by the Wells Fund XI-REIT Joint Venture (which later
admitted Wells Fund XII on June 21, 1999, and changed its name to the Fund XI-
XII-REIT Joint Venture), acquired a manufacturing and office building containing
169,510 square feet located in Fountain Inn, unincorporated Greenville County,
South Carolina, (the "EYBL CarTex Building") for the purchase price of
$5,085,000, excluding acquisition costs.

Since acquisition of the property by Wells Fund XI-XII-REIT Joint Venture, the
property has remained 100% occupied and no significant changes have occurred to
its operations.

Since the EBYL CarTex Building was purchased in May of 1999, comparable income
and expense figures for the prior year are available for only two months.

                                       12
<PAGE>

The Sprint Building / Fund XI-XII-REIT Joint Venture
----------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Six Months Ended
                                                                             June 30, 2000                     June 30, 2000
                                                                          ------------------                 ----------------
<S>                                                                       <C>                                <C>
Revenues:
   Rental income                                                                 $265,997                         $531,994
                                                                                 --------                         --------

Expenses:
   Depreciation                                                                    81,778                          163,557
   Management & leasing expenses                                                   11,240                           22,479
   Operating costs, net of reimbursements                                           4,334                           10,658
                                                                                 --------                         --------
                                                                                   97,352                          196,694
                                                                                 --------                         --------
Net income                                                                       $168,645                         $335,300
                                                                                 ========                         ========

Occupied %                                                                            100%                             100%

Partnership ownership %                                                              17.1%                            17.1%

Cash distributed to the Partnership                                              $ 40,021                         $ 79,701

Net income allocated to the Partnership                                          $ 28,821                         $ 57,301
</TABLE>


On July 2, 1999, the Fund XI-XII-REIT Joint Venture acquired a three story
office building with approximately 68,900 rentable square feet located in
Leawood, Johnson County, Kansas, (the "Sprint Building") for the purchase price
of $9,546,210.

The entire Sprint Building is currently under a net lease with Sprint
Communications, Inc., and expires on May 18, 2007.  Sprint has the option under
its lease to extend the initial term for two consecutive five year periods.
Under the lease, Sprint is responsible for all routine maintenance and repairs.
The Fund XI-XII-REIT Joint Venture, as landlord, is responsible for repair and
replacement of the exterior, roof, foundation and structure.

Since the acquisition of the property by Fund XI-XII-REIT Joint Venture, the
property has remained 100% occupied and no significant changes have occurred to
its operations.

Since the Sprint Building was purchased in July, 1999, comparative income and
expense figures are not available for the prior year.

                                       13
<PAGE>

The Johnson Matthey Building / Fund XI-XII-REIT Joint Venture
-------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Three Months Ended                 Six Months Ended
                                                                              June 30, 2000                     June 30, 2000
                                                                           ------------------                 ----------------
<S>                                                                        <C>                                <C>
Revenues:
   Rental income                                                                 $214,474                         $428,948
                                                                                 --------                         --------

Expenses:
   Depreciation                                                                    63,868                          127,737
   Management & leasing expenses                                                    8,884                           17,769
   Operating costs, net of reimbursements                                           5,252                           10,129
                                                                                 --------                         --------
                                                                                   78,004                          155,635
                                                                                 --------                         --------
Net income                                                                       $136,470                         $273,313
                                                                                 ========                         ========

Occupied %                                                                            100%                             100%

Partnership ownership %                                                              17.1%                            17.1%

Cash distributed to the Partnership                                              $ 31,324                         $ 62,713

Net income allocated to the Partnership                                          $ 23,322                         $ 46,707
</TABLE>


On August 17, 1999, the Fund XI-XII-REIT Joint Venture acquired a research and
development office and warehouse building containing approximately 130,000
rentable square feet on a ten-acre tract of land located in the Tredyffrin
Township, Chester County, Pennsylvania, (the "Johnson Matthey Building"), for a
purchase price of $8,000,000, excluding acquisition costs. The entire Johnson
Matthey Building is currently under a net lease with Johnson Matthey and was
assigned to the Fund XI-XII-REIT Joint Venture at closing.  The lease currently
expires in June 2007 and Johnson Matthey has the right to extend the lease for
two additional three year periods of time.  Under the lease,  Johnson Matthey is
required to pay as additional rent all real estate taxes, special assessments,
utilities, taxes, insurance and other operating costs with respect to the
Johnson Matthey Building during the term of the Lease.  In addition, Johnson
Matthey is responsible for all routine maintenance and repairs to the Johnson
Matthey Building. The Fund XI-XII-REIT Joint Venture, as landlord, is
responsible for maintenance of the footings and foundations and the structural
steel columns and girders associated with the building.

Since the acquisition of the property by Fund XI-XII-REIT Joint Venture, the
property has remained 100% occupied and no significant changes have occurred to
its operations.

Since the Johnson Matthey Building was purchased in August 1999, comparative
income and expense figures are not available for the prior year.

                                       14
<PAGE>

The Gartner Building / Fund XI-XII-REIT Joint Venture
-----------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Three Months Ended                 Six Months Ended
                                                                              June 30, 2000                     June 30, 2000
                                                                           ------------------                 ----------------
<S>                                                                        <C>                                <C>
Revenues:
   Rental income                                                                 $216,567                         $420,808
                                                                                 --------                         --------

Expenses:
   Depreciation                                                                    77,622                          155,245
   Management & leasing expenses                                                    9,086                           19,248
   Operating costs, net of reimbursements                                          (4,482)                         (19,793)
                                                                                 --------                         --------
                                                                                   82,226                          154,700
                                                                                 --------                         --------
Net income                                                                       $134,341                         $266,108
                                                                                 ========                         ========

Occupied %                                                                            100%                             100%

Partnership ownership %                                                              17.1%                            17.1%

Cash distributed to the Partnership                                              $ 32,989                         $ 65,543

Net income allocated to the Partnership                                          $ 22,958                         $ 45,476
</TABLE>

On September 20, 1999, the Fund XI-XII-REIT Joint Venture acquired a two story
office building containing approximately 62,400 rentable square feet located on
a 4.9 acre tract of land located in Fort Meyers, Florida, (the "Gartner
Building"), for a purchase price of $8,320,000 excluding acquisition costs.

The entire 62,400 rentable square feet of the Gartner Building is currently
under a net lease agreement with Gartner and was assigned to the Fund XI-XII-
REIT Joint Venture at the closing.  The lease currently expires on January 31,
2008.  Gartner has the right to extend the Lease for two additional five year
periods of time.

Under the Lease, Gartner is required to pay as additional rent all real estate
taxes, special assessments, utilities, taxes, insurance and other operating
costs with respect to the Gartner Building during the term of the Lease.  In
addition, Gartner is responsible for all routine maintenance and repairs to the
Gartner Building.  The XI-XII-REIT Joint Venture, as landlord, is responsible
for repair and replacement of the roof, structure and paved parking areas.

Other operating expenses are negative due to an offset of tenant reimbursements
in operating costs both for the first quarter of 2000 as well as the fourth
quarter of 1999.  Since the building was purchased in September of 1999, the
Partnership could not estimate the amount to be billed for 1999 until first
quarter of 2000.

Since the acquisition of the property by Fund XI-XII-REIT Joint Venture, the
property has remained 100% occupied and no significant changes have occurred to
its operations.

                                       15
<PAGE>

Since the Gartner Building was purchased in September, 1999, comparative income
and expense figures are not available for the prior year.


Siemens Building / Fund XII-REIT Joint Venture
----------------------------------------------

<TABLE>
<CAPTION>

                                                                            Two Months Ended
                                                                              June 30, 2000
                                                                            ----------------
<S>                                                                         <C>
Revenues:
   Rental income                                                                 $222,575
                                                                                 --------

Expenses:
   Depreciation                                                                    69,334
   Management & leasing expenses                                                    3,284
   Operating costs, net of reimbursements                                             227
                                                                                 --------
                                                                                   72,845
                                                                                 --------
Net income                                                                       $149,730
                                                                                 ========

Occupied %                                                                            100%

Partnership ownership %                                                                50%

Cash distributed to the Partnership                                              $ 93,319

Net income allocated to the Partnership                                          $ 74,865
</TABLE>


On May 10, 2000, the Fund XII-REIT Joint Venture acquired a three-story office
building containing approximately 77,054 rentable square feet on a 5.3 acre
tract of land located in Troy, Oakland County, Michigan, (the "Siemens
Building"), for a purchase price of $14,265,000, excluding acquisition costs.
The entire Siemens Building is currently under a net lease agreement with
Siemens which was assigned to the Fund XII-REIT Joint Venture at closing.  The
lease currently expires on August 31, 2010, and Siemens has the right to extend
the lease for two additional five year periods.

The monthly lease rent payable under the Siemens lease for the remainder of the
lease term is $109,160 for year 1,; $111,857 for year 2; $114,554 for year 3;
$117,251 for year 4; $119,947 for year 5; $122,644 for year 6; $125,341 for year
7; $128,038 for year 8; $130,735 for year 9; and $133,432 for year 10 and first
six months of year 11.

Under the lease, Siemens is required to pay as additional monthly rent all real
estate taxes, special assessments, utilities, taxes insurance and other
operating costs with respect to the

                                       16
<PAGE>

Siemens Building. In addition, Siemens is responsible for all routine
maintenance and repairs to its portion of the Siemens Building. The Fund XII-
REIT Joint Venture, as landlord, is responsible for the repair and replacement
of the roof, structure and foundation.

Since the Siemens Building was purchased in May, 2000, comparative income and
expense figures are not available for the prior year.

                                       17
<PAGE>

                          PART II - OTHER INFORMATION
                          ---------------------------

ITEM 6 (b).  No reports on Form 8-K were filed during the second quarter of
2000.

                                   SIGNATURES

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

                          WELLS REAL ESTATE FUND XII, L.P.
                          (Registrant)


Dated: August 11, 2000    By: /s/ Leo F. Wells, III
                             ----------------------------------
                          Leo F. Wells, III, as Individual
                          General Partner and as President
                          and Chief Financial
                          Officer of Wells Capital, Inc., the
                          General Partner of Wells Partners, L.P.

                                       18