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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 September 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  September 30, 2009 (unaudited) and December 31, 2008                                                         |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Nine Months Ended September 30, 2009 (unaudited) and 2008 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2008 and the Nine Months Ended September 30, 2009 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 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 nine months ended September 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)September 30,2009 |            | December 31,2008
|Investment in joint ventures                                                                                                             |  | $                            | 15,045,441 |                  | $ | 15,370,832
|Cash and cash equivalents                                                                                                                |  |                              | 349,856    |                  |   | 265,257   
|Due from joint ventures                                                                                                                  |  |                              | 351,774    |                  |   | 370,318   
|Other assets                                                                                                                             |  |                              | 0          |                  |   | 125       
|                                                                                                                                         |  |                              |            |                  |   |           
|Total assets                                                                                                                             |  | $                            | 15,747,071 |                  | $ | 16,006,532
|                                                                                                                                         |  |                              |            |                  |   |           
|                                                                                                                                        
|LIABILITIES AND PARTNERS CAPITAL                                                                                                       
|                                                                                                                                         |  |                             
|LIABILITIES:                                                                                                                             |  |                              |            |                  |   |           
|Accounts payable and accrued expenses                                                                                                    |  | $                            | 20,332     |                  | $ | 29,890    
|Due to affiliates                                                                                                                        |  |                              | 6,185      |                  |   | 8,235     
|Partnership distributions payable                                                                                                        |  |                              | 276,127    |                  |   | 275,489   
|                                                                                                                                         |  |                              |            |                  |   |           
|Total liabilities                                                                                                                        |  |                              | 302,644    |                  |   | 313,614   
|                                                                                                                                         |  |                             
|Commitments and contingencies                                                                                                            |  |                              |            |                  |   |           
|                                                                                                                                         |  |                             
|PARTNERS CAPITAL:                                                                                                                       |  |                              |            |                  |   |           
|Limited partners:                                                                                                                        |  |                              |            |                  |   |           
|Cash Preferred  3,044,188 units and 3,016,188 units issued and outstanding as of September 30, 2009 and
December 31, 2008, respectively |  |                              | 15,444,427 |                  |   | 15,692,918
|Tax Preferred  516,931 units and 544,931 units issued and outstanding as of September 30, 2009 and December 31,
2008, respectively      |  |                              | 0          |                  |   | 0         
|General partners                                                                                                                         |  |                              | 0          |                  |   | 0         
|                                                                                                                                         |  |                              |            |                  |   |           
|Total partners capital                                                                                                                  |  |                              | 15,444,427 |                  |   | 15,692,918
|                                                                                                                                         |  |                              |            |                  |   |           
|Total liabilities and partners capital                                                                                                  |  | $                            | 15,747,071 |                  | $ | 16,006,532
|                                                                                                                                         |  |                              |            |                  |   |           

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



STATEMENTS OF OPERATIONS



|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|------------------------------------------------------------ |  | ------------------------------------------ | --------- | ---- | ----------------------------------------- | --------- | ---- |  | ---- | --------- |  | - | ---------
|                                                             |  | (Unaudited)Three Months
EndedSeptember 30, |           |      | (Unaudited)Nine Months
EndedSeptember 30,
|                                                             |  | 2009                                       |           | 2008 |                                           |           | 2009 |  | 2008
|                                                             |  |                                            |           |     
|EQUITY IN INCOME (LOSS) OF JOINT VENTURES                    |  | $                                          | 230,662   |      | $                                         | (342,779  | )    |  | $    | 741,299   |  | $ | 242,237  
|                                                             |  |                                            |           |     
|INTEREST AND OTHER INCOME                                    |  |                                            | 0         |      |                                           | 651       |      |  |      | 0         |  |   | 2,164    
|                                                             |  |                                            |           |     
|GENERAL AND ADMINISTRATIVE EXPENSES                          |  |                                            | 45,619    |      |                                           | 52,021    |      |  |      | 162,685   |  |   | 163,947  
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|NET INCOME (LOSS)                                            |  | $                                          | 185,043   |      | $                                         | (394,149  | )    |  |      | 578,614   |  | $ | 80,454   
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|                                                             |  |                                            |           |     
|NET INCOME (LOSS) ALLOCATED TO:                              |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|CASH PREFERRED LIMITED PARTNERS                              |  | $                                          | 185,043   |      | $                                         | (394,149  | )    |  | $    | 578,614   |  | $ | 80,454   
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|TAX PREFERRED LIMITED PARTNERS                               |  | $                                          | 0         |      | $                                         | 0         |      |  | $    | 0         |  | $ | 0        
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|GENERAL PARTNERS                                             |  | $                                          | 0         |      | $                                         | 0         |      |  | $    | 0         |  | $ | 0        
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|                                                             |  |                                            |           |     
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|CASH PREFERRED                                               |  |                                            | $0.06     |      |                                           | $(0.13    | )    |  |      | $0.19     |  |   | $0.03    
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|TAX PREFERRED                                                |  |                                            | $0.00     |      |                                           | $ 0.00    |      |  |      | $0.00     |  |   | $0.00    
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|                                                             |  |                                            |           |     
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|CASH PREFERRED                                               |  |                                            | 3,044,188 |      |                                           | 3,016,188 |      |  |      | 3,025,522 |  |   | 3,016,188
|                                                             |  |                                            |           |      |                                           |           |      |  |      |           |  |   |          
|TAX PREFERRED                                                |  |                                            | 516,931   |      |                                           | 544,931   |      |  |      | 535,597   |  |   | 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 NINE MONTHS ENDED SEPTEMBER 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-average Cash 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 |  
|                                                                                     |  |                  |  |                 |               |                      
|Tax preferred conversion elections                                                   |  | 28,000           |  |                 | 0             |                       |       | (28,000 | ) |        |   | 0 |  |   | 0 |  |   | 0          |  
|Net income                                                                           |  | 0                |  |                 | 578,614       |                       |       | 0       |   |        |   | 0 |  |   | 0 |  |   | 578,614    |  
|Distributions of operating cash flow($0.27 per weighted-average Cash Preferred Unit) |  | 0                |  |                 | (827,105      | )                     |       | 0       |   |        |   | 0 |  |   | 0 |  |   | (827,105   | )
|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |   |   |  |   |   |  |   |            |  
|BALANCE, September 30, 2009                                                          |  | 3,044,188        |  | $               | 15,444,427    |                       |       | 516,931 |   |        | $ | 0 |  | $ | 0 |  | $ | 15,444,427 |  
|                                                                                     |  |                  |  |                 |               |                       |       |         |   |        |   |   |  |   |   |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                               |           |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ----------------------------- | --------- | - | ---- | - | ---------- | -
|                                                                                  |  | (Unaudited) Nine Months Ended |          
|                                                                                  |  | September 30,                 |          
|                                                                                  |  | 2009                          |           |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                               |           |   |      |   |            |  
|Net income                                                                        |  | $                             | 578,614   |   |      | $ | 80,454     |  
|Operating distributions received from joint ventures                              |  |                               | 1,102,323 |   |      |   | 1,286,235  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                               |           |   |      |   |            |  
|Equity in income of joint ventures                                                |  |                               | (741,299  | ) |      |   | (242,237   | )
|Changes in assets and liabilities:                                                |  |                               |           |   |      |   |            |  
|Decrease in other assets                                                          |  |                               | 125       |   |      |   | 1,172      |  
|Decrease in accounts payable and accrued expenses                                 |  |                               | (9,558    | ) |      |   | (16,502    | )
|(Decrease) increase in due to affiliates                                          |  |                               | (2,050    | ) |      |   | 2,099      |  
|                                                                                  |  |                               |           |   |      |   |            |  
|Net cash provided by operating activities                                         |  |                               | 928,155   |   |      |   | 1,111,221  |  
|                                                                                  |  |                              
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                               |           |   |      |   |            |  
|Investment in joint ventures                                                      |  |                               | (17,089   | ) |      |   | 0          |  
|                                                                                  |  |                              
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                               |           |   |      |   |            |  
|Operating distributions paid to limited partners                                  |  |                               | (826,467  | ) |      |   | (1,055,243 | )
|                                                                                  |  |                               |           |   |      |   |            |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                               | 84,599    |   |      |   | 55,978     |  
|                                                                                  |  |                              
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                               | 265,257   |   |      |   | 205,220    |  
|                                                                                  |  |                               |           |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                             | 349,856   |   |      | $ | 261,198    |  
|                                                                                  |  |                               |           |   |      |   |            |  
|                                                                                  |  |                              
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                               |           |   |      |   |            |  
|Partnership distributions payable                                                 |  | $                             | 276,127   |   |      | $ | 350,622    |  
|                                                                                  |  |                               |           |   |      |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.



CONDENSED NOTES TO FINANCIAL
STATEMENTS

SEPTEMBER 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-REITJoint 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 October 1, 2009 through November 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 their respective estimated fair values, pursuant to the provisions of the property,
plant, and equipment accounting standard for the impairment or disposal of long-lived assets, 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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While various techniques and assumptions can be used to estimate fair value depending on the nature of the
asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include
quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at
commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entitys own assumptions, as there is little, if any, related market activity or information. In instances where the
determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The Partnerships assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or
liability. The accounting standard for fair value measurements and disclosures was applied to the Partnerships outstanding non-financial assets and non-financial liabilities effective January 1, 2009.

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);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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 will be 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 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 Pronouncement

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (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 (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 adoption of SFAS 168 did not have a material impact on the Partnerships 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 nine months ended
September 30, 2009 and 2008, respectively, is presented below:



|                            |  |                                 |           |                                         |   |           |                                    |   |                                 |   |  |      |            |      |  |      |  |    |      |   |         |   |  |   |            |  
|--------------------------- |  | ------------------------------- | --------- | --------------------------------------- | - | --------- | ---------------------------------- | - | ------------------------------- | - |  | ---- | ---------- | ---- |  | ---- |  | -- | ---- | - | ------- | - |  | - | ---------- | -
|                            |  | Total Revenues                  |           | Income (Loss) FromContinuing Operations |   |           | Income FromDiscontinued Operations |   | Net Income (Loss)               |  
|                            |  | Three Months EndedSeptember 30, |           | Three Months EndedSeptember 30,         |   |           | Three Months EndedSeptember 30,    |   | Three Months EndedSeptember 30, |  
|                            |  | 2009                            |           | 2008                                    |   | 2009      |                                    |   | 2008                            |   |  | 2009 |            | 2008 |  | 2009 |  |    | 2008 |  
|Fund XI-XII-REIT Associates |  | $                               | 323,005   |                                         | $ | 311,047   |                                    | $ | (36,890                         | ) |  | $    | (3,729,538 | )    |  | $0   |  | $0 |      | $ | (36,890 | ) |  | $ | (3,729,538 | )
|Fund XII-REIT Associates    |  |                                 | 951,138   |                                         |   | 1,071,191 |                                    |   | 526,731                         |   |  |      | 654,757    |      |  | 0    |  | 0  |      |   | 526,731 |   |  |   | 654,757    |  
|                            |  |                                 |           |                                         |   |           |                                    |   |                                 |   |  |      |            |      |  |      |  |    |      |   |         |   |  |   |            |  
|                            |  | $                               | 1,274,143 |                                         | $ | 1,382,238 |                                    | $ | 489,841                         |   |  | $    | (3,074,781 | )    |  | $0   |  | $0 |      | $ | 489,841 |   |  | $ | (3,074,781 | )
|                            |  |                                 |           |                                         |   |           |                                    |   |                                 |   |  |      |            |      |  |      |  |    |      |   |         |   |  |   |            |  

|                            |  |                                |           |                                         |   |           |                                    |   |                                |   |  |      |            |      |  |      |  |      |      |   |           |   |  |   |            |  
|--------------------------- |  | ------------------------------ | --------- | --------------------------------------- | - | --------- | ---------------------------------- | - | ------------------------------ | - |  | ---- | ---------- | ---- |  | ---- |  | ---- | ---- | - | --------- | - |  | - | ---------- | -
|                            |  |                                |           |                                        
|                            |  | Total Revenues                 |           | Income (Loss) FromContinuing Operations |   |           | Income FromDiscontinued Operations |   | Net Income (Loss)              |  
|                            |  | Nine Months EndedSeptember 30, |           | Nine Months EndedSeptember 30,          |   |           | Nine Months EndedSeptember 30,     |   | Nine Months EndedSeptember 30, |  
|                            |  | 2009                           |           | 2008                                    |   | 2009      |                                    |   | 2008                           |   |  | 2009 |            | 2008 |  | 2009 |  |      | 2008 |  
|Fund XI-XII-REIT Associates |  | $                              | 915,315   |                                         | $ | 838,011   |                                    | $ | (15,931                        | ) |  | $    | (3,791,485 | )    |  | $0   |  | $317 |      | $ | (15,931   | ) |  | $ | (3,791,168 | )
|Fund XII-REIT Associates    |  |                                | 2,859,033 |                                         |   | 3,220,864 |                                    |   | 1,653,823                      |   |  |      | 1,978,549  |      |  | 0    |  | 0    |      |   | 1,653,823 |   |  |   | 1,978,549  |  
|                            |  |                                |           |                                         |   |           |                                    |   |                                |   |  |      |            |      |  |      |  |      |      |   |           |   |  |   |            |  
|                            |  | $                              | 3,774,348 |                                         | $ | 4,058,875 |                                    | $ | 1,637,892                      |   |  | $    | (1,812,936 | )    |  | $0   |  | $317 |      | $ | 1,637,892 |   |  | $ | (1,812,619 | )
|                            |  |                                |           |                                         |   |           |                                    |   |                                |   |  |      |            |      |  |      |  |      |      |   |           |   |  |   |            |  

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:



|                            |  |                                     |  |                                     |  |       |  |                 |  |             |  |       |    
|--------------------------- |  | ----------------------------------- |  | ----------------------------------- |  | ----- |  | --------------- |  | ----------- |  | ----- | ---
|                            |  | Nine Months EndedSeptember 30,
2009 |  | Nine Months EndedSeptember 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 September 30, 2009 and December 31, 2008 represents operating cash flow generated by the Joint Ventures for the
three months ended September 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



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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 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 (loss) 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 $11,084 and $9,620 for the three months ended
September 30, 2009 and 2008, respectively, and $28,490 and $29,537 for the nine months ended September 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 $22,659 and $23,277 payable to Wells Capital and Wells Management for the three months ended September 30, 2009 and 2008, respectively, and $71,561 and $71,730 for the nine months ended September 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 September 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 $23.7 million as of
October 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 alleged, 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 sought, 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 attempted 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. On September 16, 2009, the Court granted the plaintiffs motion for class certification. On September 20, 2009, the defendants filed a petition for permission to appeal immediately the Courts order granting the
motion for class certification with the Eleventh Circuit Court of Appeals. The petition for permission to appeal was denied on October 30, 2009. On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add
additional defendants. The Court denied the plaintiffs motion for leave to amend on June 23, 2009. The parties are presently engaged in expert discovery. 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.



|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



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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 third 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.

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



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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 October 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 nine months ended September 30, 2009, we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately $928,000. 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 $826,000 to Cash Preferred limited partners and to invest approximately $17,000 in Fund XI-XII-REIT Associates to fund capital improvements anticipated 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 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 and absorbing the rental abatement period from November 2009 through January 2010 at 4685 Investment Drive as a result of the lease amendment
with sole tenant executed in November 2008.



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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
$303,000, as of September 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 or anticipated 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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As of September 30, 2009, we have received, used, distributed, and held net sale proceeds allocated to
the Partnership from the sale of properties as presented below:



|                                       |  |                  |  |                                     |  |                                              |            |                         |    |                                                                 |   |                                                        |   |            |  |   |       
|-------------------------------------- |  | ---------------- |  | ----------------------------------- |  | -------------------------------------------- | ---------- | ----------------------- | -- | --------------------------------------------------------------- | - | ------------------------------------------------------ | - | ---------- |  | - | ------
|Property Sold                          |  | Net SaleProceeds |  | PartnershipsApproximateOwnership % |  | Net Sale ProceedsAllocated to thePartnership |            | Use ofNet Sale Proceeds |    | Net Sale ProceedsDistributed toPartners as ofSeptember 30, 2009 |   | Undistributed
NetSale Proceeds as ofSeptember 30, 2009
|                                       |  |                  |  | 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 (Loss) of Joint Ventures

Equity in income (loss) of Joint Ventures was $230,662 and $(342,779) for the three months ended September 30, 2009 and 2008, respectively, and $741,299 and $242,237 for the nine months ended September 30, 2009 and 2008,
respectively. The increases are primarily a result of the impairment loss recognized by Fund XI-XII-REIT Associates related to the 20/20 Building in the third quarter of 2008, of which, approximately $629,000 was allocated to the Partnership,
partially offset by 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 $45,619 and $52,021 for the three months ended September 30, 2009 and 2008, respectively. The decrease is primarily attributable to a temporary decline in accounting fees related to the timing
of work performed by our external accountants in the current year and a decrease in Tennessee partnership franchise and excise taxes as a result of a change in estimate. 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.

General and administrative expenses were relatively stable at $162,685 and $163,947 for the nine months ended September 30, 2009 and
2008, respectively.

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.



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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 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



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the respective assets carrying values, we adjust the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment
accounting standard for the impairment or disposal of long-lived assets, 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, 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 (approximately $629,000 of which was allocated to the Partnership) to reduce the carrying value of the property to its estimated fair value based on the present value of
future cash flows, primarily 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

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 September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

|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 September 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 September 30, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



|(a) | During the quarter ended September 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 Third Quarter Form 10-Q attached hereto.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant 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)
|                  |  | 
|November 12, 2009 |  |  |  | /s/ LEO F. WELLS, III                                                                             
|                  |  |  |  | Leo F. Wells, III President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|                  |  | 
|November 12, 2009 |  |  |  | /s/ DOUGLAS P. WILLIAMS                                                                           
|                  |  |  |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.                            



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EXHIBIT INDEX

TO THIRD 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



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