<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

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

For the quarterly period ended                 March 31, 2002                 or
                               -------------------------------------------------

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

For the transition period from ________________________to_____________________

Commission file number                        0-30287
                      ----------------------------------------------------------

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

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

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

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

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

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

         Yes   X     No ______
             -----

<PAGE>

                                    FORM 10-Q

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                                      INDEX

<TABLE>
<CAPTION>

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

  Item 1.  Financial Statements

           Balance Sheets--March 31, 2002 and December 31, 2001                               3

           Statements of Income for the Three Months Ended March 31, 2002
           and 2001                                                                           4

           Statements of Partners' Capital for the Year Ended December 31, 2001
              and the Three Months Ended March 31, 2002                                       5

           Statements of Cash Flows for the Three Months Ended March 31, 2002
           and 2001                                                                           6

           Condensed Notes to Financial Statements                                            7

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

PART  II.  OTHER INFORMATION                                                                 13
</TABLE>

<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        March 31,         December 31,
                                                                           2002               2001
                                                                      -------------      --------------
<S>                                                                  <C>                  <C>
ASSETS:
   Investments in joint ventures                                       $29,767,998         $30,003,597
   Cash and cash equivalents                                                35,877              32,627
   Accounts receivable                                                       2,179               2,867
   Due from affiliates                                                     683,342             687,112
                                                                      -------------        ------------
                Total assets                                           $30,489,396         $30,726,203
                                                                      =============        ============

LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable                                                    $         0         $     2,490
   Partnership distributions payable                                       664,327             659,919
                                                                      -------------      --------------
                Total liabilities                                          664,327             662,409
                                                                      -------------      --------------

Partners' capital:
   Limited partners:
     Cash Preferred--2,797,807 and 2,778,607 units outstanding as
     of March 31, 2002 and December 31, 2001, respectively              24,785,896          24,613,370
     Tax Preferred--763,312 and 782,512 units outstanding as of
       March 31, 2002 and December 31, 2001, respectively                5,039,173           5,450,424
                                                                      -------------      --------------
                Total partners' capital                                 29,825,069          30,063,794
                                                                      -------------      --------------
                Total liabilities and partners' capital                $30,489,396         $30,726,203
                                                                      =============      ==============
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                        3

<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                               STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                  ---------------------------
                                                   March 31,       March 31,
                                                     2002               2001
                                                  ----------      -----------
<S>                                                 <C>            <C>

REVENUES:
     Equity in income of joint ventures             $ 447,743      $ 324,574
     Interest income                                      630         35,568
                                                  ------------    -----------
                                                      448,373        360,142
                                                  ------------    -----------
EXPENSES:
     Partnership administration                        10,746         11,436
     Legal and accounting                               9,749          8,650
     Computer costs                                     1,823          1,200
                                                  ------------    -----------
                                                       22,318         21,286
                                                  ------------    -----------
NET INCOME                                          $ 426,055      $ 338,856
                                                  ============    ===========

NET INCOME ALLOCATED TO CASH PREFERRED
   LIMITED PARTNERS                                 $ 703,572      $ 545,893
                                                  ============    ===========

NET LOSS ALLOCATED TO TAX PREFERRED
   LIMITED PARTNERS                                 $(277,517)     $(207,037)
                                                  ============    ===========

NET INCOME PER WEIGHTED AVERAGE CASH
   PREFERRED LIMITED PARTNER UNIT                   $    0.25      $    0.24
                                                  ============    ===========

NET LOSS PER WEIGHTED AVERAGE TAX PREFERRED
   LIMITED PARTNER UNIT                             $   (0.36)     $   (0.27)
                                                  ============    ===========

CASH DISTRIBUTION PER CASH PREFERRED
   LIMITED PARTNER UNIT                             $    0.24      $    0.22
                                                  ============    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        4

<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL

                    FOR THE YEAR ENDED DECEMBER 31, 2001 AND

                    FOR THE THREE MONTHS ENDED MARCH 31, 2002

<TABLE>
<CAPTION>
                                                                       Limited Partners                             Total
                                                   -----------------------------------------------------------
                                                           Cash Preferred                  Tax Preferred           Partners'
                                                   ---------------------------- ------------------------------
                                      Original         Units         Amounts           Units        Amounts         Capital
                                   --------------- --------------  ------------     -----------  -------------   --------------

<S>                                <C>               <C>         <C>                  <C>        <C>             <C>
BALANCE at December 31, 2000        $          0      1,881,142    $16,589,551         617,434      $5,033,781     $21,623,332

  Net income (loss)                            0              0      2,591,027               0      (1,035,609)      1,555,418
  Partnership distributions                    0              0     (2,412,208)              0               0      (2,412,208)
  Limited partner contributions                0        823,918      8,239,183         238,625       2,386,248      10,625,431
  Sales commissions and discounts              0              0       (782,723)              0        (226,693)     (1,009,416)
  Other offering expenses                      0              0       (247,176)              0         (71,587)       (318,763)
  Tax preferred conversions                    0         73,547        635,716         (73,547)       (635,716)              0
                                   --------------- -------------  ------------  --------------- ---------------  -------------
BALANCE at December 31, 2001                   0      2,778,607     24,613,370         782,512       5,450,424      30,063,794

  Net income (loss)                            0              0        703,572               0        (277,517)        426,055
  Partnership distributions                    0              0       (664,780)              0               0        (664,780)
  Tax preferred conversions                    0         19,200        133,734         (19,200)       (133,734)              0
                                   --------------- -------------  ------------  --------------- ---------------  -------------
BALANCE at March 31, 2002           $          0      2,797,807    $24,785,896         763,312      $5,039,173     $29,825,069
                                   =============== =============  ============  =============== ===============  =============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                           -------------------------------------
                                                                                March 31,          March 31,
                                                                                 2002                2001
                                                                           ------------------  -----------------

<S>                                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                              $    426,055         $    338,856
   Adjustments to reconcile net income to net cash (used in)
      provided by operating activities:
         Equity in income of joint venture                                     (447,743)            (324,574)
         Changes in assets and liabilities:
             Due to affiliates                                                        0               77,052
             Accounts receivable                                                    688               10,718
             Accounts payable                                                    (2,490)              98,708
                                                                           ------------------  -----------------
                     Net cash (used in) provided by operating activities        (23,490)             200,760
                                                                           ------------------  -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
   Acquisition and advisory fees paid                                                 0             (371,889)
   Distributions received from joint ventures                                   687,112              284,360
                                                                           ------------------  -----------------
                 Net cash provided by (used in) investing activities            687,112              (87,529)
                                                                           ------------------  -----------------
CASH FLOW FROM FINANCING ACTIVITIES:
   Limited partners' contributions received                                           0           10,625,430
   Sales commissions paid                                                             0             (839,595)
   Offering costs paid                                                                0             (318,763)
   Distributions to partners                                                   (660,372)            (375,955)
                                                                           ------------------  -----------------
                 Net cash (used in) provided by financing activities           (660,372)           9,091,117
                                                                           ------------------  -----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                         3,250            9,204,348

CASH AND CASH EQUIVALENTS, beginning of year                                     32,627              208,319
                                                                           ------------------  -----------------
CASH AND CASH EQUIVALENTS, end of period                                   $     35,877         $  9,412,667
                                                                           ==================  =================

SUPPLEMENTAL DISCLOSURE OF NONCASH
   ACTIVITIES:
   Write-off of deferred offering costs due to affiliate                   $          0         $    123,541
                                                                           ==================  =================
</TABLE>

            See accompanying condensed notes to financial statements.

                                       6

<PAGE>

                        WELLS REAL ESTATE FUND XII, L.P.

                     (A Georgia Public Limited Partnership)

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  Organization and Business

     Wells Real Estate Fund XII, L.P. (the "Partnership") is a Georgia public
     limited partnership having Leo F. Wells, III and Wells Partners, L.P.
     ("Wells Partners"), a Georgia non-public limited partnership, as its
     General Partners. The Partnership was formed on September 15, 1998, for the
     purpose of acquiring, developing, constructing, owning, operating,
     improving, leasing and otherwise managing for income-producing commercial
     properties investment purposes. Each limited partner must elect whether to
     have his 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. The limited partners may vote to, among other things: (a) amend the
     partnership agreement, subject to certain limitations, (b) change the
     business purpose or investment objectives of the Partnership, (c) remove a
     General Partner, (d) elect a new General Partner, (e) dissolve the
     Partnership, and (f) approve a sale involving all or substantially all of
     the Partnership's assets, subject to certain limitations. The majority vote
     on any of the 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 March 22, 1999, the Partnership commenced a public offering of up to
     $70,000,000 of limited partnership units pursuant to a Registration
     Statement on filed Form S-11 under the Securities Act of 1933. The
     Partnership commenced active operations on June 1, 1999 upon receiving and
     accepting subscriptions for 125,000 units. The offering was terminated on
     March 21, 2001 at which time the Partnership had sold 2,688,861 Cash
     Preferred Units and 872,258 Tax Preferred Units at $10 per unit held by a
     total of 1,227 and 106 Cash Preferred and Tax Preferred Limited Partners,
     respectively. As of March 31, 2002, the Partnership had paid a total of
     $1,246,403 in acquisition and advisory fees and acquisition expenses,
     $4,451,400 in selling commissions and organization and offering expenses,
     and had invested $5,300,000 in Fund XI-XII-REIT Associates and $24,613,401
     in Fund XII-REIT Associates.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

                                       7

<PAGE>

     The Partnership owns interests in all of its real estate assets through
     joint ventures with other Wells entities. As of March 31, 2002, the
     Partnership owned interests in the following seven properties through the
     affiliated joint ventures listed below:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------------------


               Joint Venture                      Joint Venture Partners                          Properties
               -------------                      ----------------------                          ----------
     -----------------------------------------------------------------------------------------------------------------------
     <S>                               <C>                                          <C>
     Fund XI-XII-REIT Associates       -    Wells Real Estate Fund XI, L.P.         1.  Eybl Cartex Building
                                       -    Wells Real Estate Fund XII, L.P.             A two-story manufacturing and
                                       -    Wells Operating Partnership, L.P.*           office building located in
                                                                                         Fountain Inn, South Carolina

                                                                                    2.  Sprint Building
                                                                                         A three-story office building
                                                                                         located in Leadwood, Johnson
                                                                                         County, Kansas

                                                                                    3.  Johnson Matthey Building
                                                                                         A one-story office building and
                                                                                         warehouse located in Tredyffin
                                                                                         Township, Chester County,
                                                                                         Pennsylvania

                                                                                    4.  Gartner Building
                                                                                         A three-story office building
                                                                                         located in Ft. Myers, Lee
                                                                                         County, Florida
     -----------------------------------------------------------------------------------------------------------------------
     Fund XII-REIT Associates          -    Wells Real Estate Fund XII, L.P.        5.  Siemens Building
                                       -    Wells Operating Partnership, L.P.*           A three-story office building
                                                                                         located in Troy, Oakland County,
                                                                                         Michigan

                                                                                    6.  AT&T Oklahoma Building
                                                                                         A one-story office building and a
                                                                                         two-story office building located
                                                                                         in Oklahoma City, Oklahoma
                                                                                         County, Oklahoma

                                                                                    7.  Comdata Building
                                                                                         A three-story office building
                                                                                         located in Williamson County,
                                                                                         Brentwood, Tennessee
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>

     *  Wells Operating Partnership, L.P is a Delaware limited partnership with
        Wells Real Estate Investment Trust, Inc. serving as its general partner;
        Wells REIT is a Maryland corporation that qualifies as a real estate
        investment trust.

     Each of the aforementioned properties was acquired on an all cash basis.
     For further information regarding the foregoing joint ventures and
     properties, refer to the report filed for the Partnership on Form 10-K for
     the year ended December 31, 2001.

     (b)  Basis of Presentation

     The financial statements of the Partnership have been prepared in
     accordance with the instructions for Form 10-Q and do not include all of
     the information and footnotes required by generally accepted accounting
     principles ("GAAP") for complete financial statements. The quarterly
     statements have not been examined by independent accountants. However, 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 present the results for these
     periods. Interim results for 2002 are not necessarily indicative of results
     for the year. For further information, refer to the financial statements
     and footnotes included in the report filed for the Partnership on Form 10-K
     for the year ended December 31, 2001.

                                       8

<PAGE>

     (c) Distribution of Net Cash From Operations

     As defined by the partnership agreement, cash available for distributions
     is distributed quarterly to the limited partners as follows:

         .    First, to all Cash Preferred limited partners until such limited
              partners have received distributions equal to a 10% per annum
              return on their respective net capital contributions, as defined.

         .    Second, to the General Partners until each general partner has
              received distributions equal to 10% of the total cumulative
              distributions declared by the Partnership to date.

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

     No distributions will be made to the limited partners holding Class B
     units.

2.   INVESTMENTS IN JOINT VENTURES

     (a)  Basis of Presentation

     As of March 31, 2002, the Partnership owned interests in seven properties
     through its ownership in the joint ventures as described in Note 1. The
     Partnership does not have control over the operations of these joint
     ventures; however, it does exercise significant influence. Accordingly,
     investments in joint ventures are recorded using the equity method of
     accounting. For further information regarding investments in joint
     ventures, see the report filed for the Partnership on Form 10-K for the
     year ended December 31, 2001.

     (b) Summary of Operations

     The following information summarizes the operations of the unconsolidated
     joint ventures in which the Partnership held ownership interests as of
     March 31, 2002 and 2001, respectively.

<TABLE>
<CAPTION>
                                                                                       Partnership's
                             Total Revenues                 Net Income              Share of Net Income
                      ---------------------------- ----------------------------- --------------------------
                           Three Months Ended           Three Months Ended           Three Months Ended
                      ---------------------------- ----------------------------- --------------------------
                        March 31,      March 31,      March 31,      March 31,      March 31,     March 31,
                          2002           2001           2002           2001           2002          2001
                      ------------- -------------- -------------- -------------- -------------- -----------
<S>                   <C>              <C>            <C>            <C>            <C>           <C>
Fund XI-XII-REIT
  Associates             $  836,556     $  832,765     $  497,149       $514,277       $ 84,956    $ 87,887
Fund XII-REIT
  Associates              1,396,297        787,755        805,513        445,321        362,787     236,687
                       ------------ -------------- -------------- -------------- -------------- -----------
                         $2,232,853     $1,620,520     $1,302,662       $959,598       $447,743    $324,574
                       ============ ============== ============== ============== ============== ===========
</TABLE>

                                       9

<PAGE>

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, Statement of Financial Accounting Standard ("SFAS") No. 141,
     "Business Combinations" (effective beginning July 1, 2001) and SFAS 142,
     "Goodwill and Other Intangible Assets" (effective beginning January 1,
     2002) were issued. SFAS No. 141 prohibits pooling-of-interests accounting
     for acquisitions. SFAS No. 142 specifies that goodwill and some intangible
     assets will no longer be amortized and, instead, will be subject to
     periodic impairment testing. We believe that the adoption of SFAS No. 141
     and SFAS No. 142 will not have a significant impact on our financial
     statements.

     In August 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
     (effective beginning January 1, 2003) and SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets" (effective beginning January
     1, 2002) were issued. SFAS No. 143 requires that entities recognize the
     fair value of a liability for an asset retirement obligation in the period
     in which it is incurred if a reasonable estimate of fair value can be made.
     SFAS No. 144 addresses financial accounting and reporting for the
     impairment of long-lived assets and for long-lived assets to be disposed of
     and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to be Disposed of". Among other factors,
     SFAS No. 144 establishes criteria beyond that previously specified in SFAS
     No. 121 to determine when a long-lived asset is to be considered held for
     sale. We believe that the adoption of SFAS No. 143 and SFAS No. 144 will
     not have a significant impact on our financial statements.

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

     The following discussion and analysis should be read in conjunction with
     the Partnership's accompanying financial statements and notes thereto.

     (a) Forward-Looking Statements

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

     (b) Results of Operations

     Gross Revenues
     Gross revenues increased to $448,373 for the three months ended March 31,
     2002 from $360,142 for the three months ended March 21, 2001 primarily due
     to an increase in equity in income of joint ventures generated from the
     Comdata Building in 2002, as it was acquired by Fund XII-REIT Associates in
     May 2001, offset by an increase in non-reimbursable tax expenses for the
     Gartner Building resulting from a Florida state sales tax audit conducted
     in 2001.

                                       10

<PAGE>

     Expenses
     Expenses increased to $22,318 for the three months ended March 31, 2002
     from $21,286 for the three months ended March 31, 2001 primarily due to
     increases in accounting and legal fees. As a result, net income increased
     to $426,055 for the three months ended March 31, 2002 from $338,856 for the
     same period in 2001.

     Distributions
     The Partnership declared cash distributions to limited partners holding
     Cash Preferred Units of $0.24 and $0.22 per unit for the three months ended
     March 31, 2002 and 2001, respectively. The General Partners anticipate that
     distributions per unit to limited partners holding Cash Preferred Units
     will continue in 2002 at a level at least comparable with 2001 cash
     distributions on an annual basis. No cash distributions were declared to
     limited partners holding Tax Preferred Units.

     (c) Liquidity and Capital Resources

     Net cash flows from operating activities decreased to $23,490 used for the
     three months ended March 31, 2002 from $200,760 provided for the three
     months ended March 31, 2001 primarily due to offering costs payable to
     Wells Capital, Inc., the general partner of Wells Partners, and other third
     parties, which were incurred prior to March 21, 2001 and repaid during the
     last three quarters of 2001, as the Partnership's public offering of
     limited partner units was terminated on March 21, 2001. Net cash flows from
     investing activities increased to $687,112 provided for the three months
     ended March 31, 2002 compared to $87,529 used for the three months ended
     March 31, 2001 due to (i) additional distributions received from joint
     ventures in 2002, a significant portion of which was generated from the
     Comdata Building and (ii) the payment of acquisition and advisory fees to
     Wells Capital, Inc. pursuant to the terms of the Partnership's prospectus
     as capital was raised during the quarter ended March 31, 2001. Net cash
     flows from financing activities decreased to $660,372 used for the three
     months ended March 31, 2002 compared to $9,091,117 provided for the three
     months ended March 31, 2001 primarily as a result of terminating the
     Partnership's public offering of limited partnership units on March 21,
     2001 in addition to an increase in cash available for limited partnership
     distributions resulting form the increase in cash provided from financing
     activities as described above.

     The Partnership expects to continue to meet its short-term liquidity
     requirements and budget demands and provide for distributions to limited
     partners generally through net cash flows provided from operations and
     received from joint ventures. While there is no assurance, the Partnership
     anticipates that distributions will continue to be paid to limited partners
     on a quarterly basis for the remainder of 2002 from such sources at a level
     at least comparable with those provided for the first quarter of 2002. The
     Partnership is unaware of any known demands, commitments, events or capital
     expenditures, which are required for the normal operations of its
     properties that will result in the Partnership's liquidity increasing or
     decreasing in any material way.

     (d) Inflation

     The real estate market has not been affected significantly by inflation in
     the past three years due to the relatively low inflation rate. Most tenant
     leases contain provisions for common area maintenance, real estate tax and
     insurance reimbursements from tenants either on a per square foot basis, or
     above a certain allowance per square foot annually, which should reduce the
     Partnership's exposure to increases in costs and other operating expenses
     resulting from the impact of inflation.

                                       11

<PAGE>

     (e) Critical Accounting Policies

     The Partnership's accounting policies have been established and conformed
     to in accordance with accounting principles generally accepted in the
     United States ("GAAP"). The preparation of financial statements in
     conformity with GAAP requires management to use judgments in the
     application of accounting policies, including making estimates and
     assumptions. These judgments may affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities as of the
     dates of the financial statements presented and the reported amounts of
     revenues and expenses during the respective reporting periods. If our
     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 our financial statements.

     The accounting policies that we consider to be critical, in that they may
     require complex judgment in their application or require estimates about
     matters that are inherently uncertain, are discussed below. For further
     information related to the Partnership's accounting policies, including the
     critical accounting policies described below, refer to the report filed for
     the Partnership on Form 10-K for the year ended December 31, 2001.

     Straight-Lined Rental Revenues

     The Partnership recognizes rental income generated from all leases on real
     estate assets in which the Partnership has an ownership interest through
     its investments in joint ventures on a straight-line basis over the terms
     of the respective leases. Should tenants encounter financial difficulties
     in future periods, the amounts recorded as receivables may not be fully
     realized.

     Operating Cost Reimbursements

     The Partnership generally bills tenants for operating cost reimbursements
     through its investments in joint ventures on a monthly basis at amounts
     estimated largely based on actual prior period activity and the respective
     tenant lease terms. Such billings are generally adjusted on an annual basis
     to reflect reimbursements owed to the landlord based on the actual costs
     incurred during the period and the respective tenant lease terms. Should
     tenants encounter financial difficulties in future periods, the amounts
     recorded as receivables may not be fully realized.

     Real Estate

     Management continually monitors events and changes in circumstances
     indicating that the carrying amounts of the real estate assets in which the
     Partnership has ownership interests through its investments in joint
     ventures may not be recoverable. When such events or changes in
     circumstances are present, management assesses the potential impairment by
     comparing the fair market value of the underlying assets, estimated at
     amounts equal to the future undiscounted operating cash flows expected to
     be generated from tenants over the life of the assets and from their
     eventual disposition, to the carrying value of the assets. In the event
     that the carrying amount exceeds the estimated fair market value, the
     Partnership would recognize an impairment loss in the amount required to
     adjust the carrying amount of the asset to its estimated fair market value.
     Neither the Partnership nor its joint ventures have recognized impairment
     losses on real estate assets in 2002, 2001 or 2000.

                                       12

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6 (b.) No reports on Form 8-K were filed during the first quarter of 2002.

                                   SIGNATURES

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

                     WELLS REAL ESTATE FUND XII, L.P.
                     (Registrant)
Dated: May 10, 2002  By: /s/ Leo F. Wells, III
                     ------------------------------------
                     Leo F. Wells, III, as Individual
                     General Partner and as President,
                     and Chief Financial Officer of
                     Wells Capital, Inc., the General
                     Partner of Wells Partners, L.P.

                                       13