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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(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, 2005 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



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WELLS REAL ESTATE FUND XII, L.P.

(Exact name of registrant as specified in
its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No  x



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) 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, among others, we consider statements concerning projections of future operating
results and cash flows, our ability to meet future obligations, and the amount and timing of 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 that this report is filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of
any such forward-looking statements. Actual results could differ materially from any 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 known and 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 limited partners; and maintain the value of our real estate properties, may be significantly hindered. Following are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to
differ materially from those presented in certain forward-looking statements:



General economic risks



| |  |  | Adverse changes in general or local economic conditions;
| | - |  | --------------------------------------------------------



| |  |  | Adverse economic conditions affecting the particular industry of one or more tenants in properties owned by our joint ventures;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



Enterprise risks



| |  |  | Our dependency on Wells Capital, Inc. (Wells Capital) and its affiliates and their key personnel for various administrative services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wells Capitals ability to attract and retain high quality personnel who can provide acceptable service levels and generate economies of scale over time;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Real estate risks



| |  |  | Our ability to achieve appropriate occupancy levels resulting in rental amounts sufficient to cover operating costs;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Supply of or demand for similar or competing rentable space, which may adversely impact retaining or obtaining new tenants upon lease expiration at acceptable rental amounts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tenant ability or willingness to satisfy obligations relating to our existing lease agreements;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Increases in property operating expenses, including property taxes, insurance, and other costs not recoverable from tenants;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



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| |  |  | Our ability to secure adequate insurance at reasonable and appropriate rates to avoid uninsured losses or losses in excess of insured amounts;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discovery of previously undetected environmentally hazardous or other undetected adverse conditions at our properties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to fund foreseen and unforeseen capital expenditures, including those related to tenant build-out projects, tenant improvements, and lease-up costs, out of operating
cash flow or net property sale proceeds;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to sell a property when desirable at an acceptable return, including the ability of the purchaser to satisfy any and all closing conditions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



Other operational risks



| |  |  | Our reliance on Wells Management Company, Inc. (Wells Management) or third parties to manage our properties;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Increases in our administrative operating expenses, including increased expenses associated with operating as a public company in the current regulatory environment;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to comply with governmental, tax, real estate, environmental, and zoning laws or regulations and funding the related costs of compliance; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Actions of our joint venture partners, including potential bankruptcy, business interests differing from ours, or other actions that may adversely impact the operations of joint
ventures.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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, 2005 (unaudited) and December 31, 2004                                                       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)   |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2004 and Nine Months Ended September 30, 2005 (unaudited) |  | 8       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)                    |  | 9       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                       |  | 10      
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 15      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                |  | 22      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                   |  | 22      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                          
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                         |  | 23      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                               |  | 23      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                           |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                       |  | 23      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                         |  | 23      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                  |  | 23      



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PART I.    FINANCIAL STATEMENTS



The information furnished in the Partnerships accompanying balance sheets and consolidated 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 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, 2004. The Partnerships results of operations for the three months and nine months ended September 30, 2005 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



|                                                                                                                                 |  |                                |            |                  |   |           
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ---------------- | - | ----------
|                                                                                                                                 |  | September 30, 2005 (unaudited) |            | December 31,2004
|Investment in joint ventures                                                                                                     |  | $                              | 17,937,182 |                  | $ | 25,918,247
|Cash and cash equivalents                                                                                                        |  |                                | 12,197,169 |                  |   | 1,885,089 
|Due from joint ventures                                                                                                          |  |                                | 421,590    |                  |   | 575,686   
|Due from affiliate                                                                                                               |  |                                | 0          |                  |   | 1,010     
|                                                                                                                                 |  |                                |            |                  |   |           
|Total assets                                                                                                                     |  | $                              | 30,555,941 |                  | $ | 28,380,032
|                                                                                                                                 |  |                                |            |                  |   |           
|                                                                                                                                
|LIABILITIES AND PARTNERS CAPITAL                                                                                               
|                                                                                                                                 |  |                               
|LIABILITIES:                                                                                                                     |  |                                |            |                  |   |           
|Accounts payable and accrued expenses                                                                                            |  | $                              | 17,759     |                  | $ | 35,707    
|Due to affiliates                                                                                                                |  |                                | 5,720      |                  |   | 3,135     
|Partnership distributions payable                                                                                                |  |                                | 371,386    |                  |   | 440,857   
|                                                                                                                                 |  |                                |            |                  |   |           
|Total liabilities                                                                                                                |  |                                | 394,865    |                  |   | 479,699   
|                                                                                                                                 |  |                               
|PARTNERS CAPITAL:                                                                                                               |  |                                |            |                  |   |           
|Limited partners:                                                                                                                |  |                                |            |                  |   |           
|Cash Preferred2,998,500 and 2,939,050 units issued and outstanding as of September 30, 2005 and December 31, 2004,
respectively |  |                                | 26,433,492 |                  |   | 25,907,456
|Tax Preferred562,619 and 622,069 units issued and outstanding as of September 30, 2005 and December 31, 2004,
respectively      |  |                                | 3,727,584  |                  |   | 1,992,877 
|General partners                                                                                                                 |  |                                | 0          |                  |   | 0         
|                                                                                                                                 |  |                                |            |                  |   |           
|Total partners capital                                                                                                          |  |                                | 30,161,076 |                  |   | 27,900,333
|                                                                                                                                 |  |                                |            |                  |   |           
|Total liabilities and partners capital                                                                                          |  | $                              | 30,555,941 |                  | $ | 28,380,032
|                                                                                                                                 |  |                                |            |                  |   |           



See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.





STATEMENTS OF OPERATIONS

(unaudited)



|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|------------------------------------------------------------ |  | ------------------------------- | --------- | - | ------------------------------ | - | --------- | ---- |  | ---- | --------- |  | - | --------- | -
|                                                             |  | Three Months EndedSeptember 30, |           |   | Nine Months EndedSeptember 30, |  
|                                                             |  | 2005                            |           |   | 2004                           |   |           | 2005 |  | 2004 |          
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                               | 260,272   |   |                                | $ | 433,713   |      |  | $    | 5,029,544 |  | $ | 1,285,021 |  
|                                                             |  |                                 |           |  
|EXPENSES:                                                    |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|Partnership administration                                   |  |                                 | 23,027    |   |                                |   | 43,550    |      |  |      | 122,739   |  |   | 127,283   |  
|Legal and accounting                                         |  |                                 | 10,104    |   |                                |   | 11,254    |      |  |      | 33,672    |  |   | 29,983    |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|Total expenses                                               |  |                                 | 33,131    |   |                                |   | 54,804    |      |  |      | 156,411   |  |   | 157,266   |  
|                                                             |  |                                 |           |  
|INTEREST AND OTHER INCOME                                    |  |                                 | 87,866    |   |                                |   | 0         |      |  |      | 112,912   |  |   | 115       |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|NET INCOME                                                   |  | $                               | 315,007   |   |                                | $ | 378,909   |      |  | $    | 4,986,045 |  | $ | 1,127,870 |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|CASH PREFERRED                                               |  | $                               | 439,464   |   |                                | $ | 549,313   |      |  | $    | 1,810,799 |  | $ | 1,854,848 |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|TAX PREFERRED                                                |  | $                               | (124,457  | ) |                                | $ | (170,404  | )    |  | $    | 3,175,246 |  | $ | (726,978  | )
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|CASH PREFERRED                                               |  | $                               | 0.15      |   |                                | $ | 0.19      |      |  | $    | 0.61      |  | $ | 0.63      |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|TAX PREFERRED                                                |  | $                               | (0.22     | ) |                                | $ | (0.26     | )    |  | $    | 5.40      |  | $ | (1.14     | )
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|CASH PREFERRED                                               |  |                                 | 2,998,500 |   |                                |   | 2,914,050 |      |  |      | 2,972,850 |  |   | 2,924,050 |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  
|TAX PREFERRED                                                |  |                                 | 562,619   |   |                                |   | 647,069   |      |  |      | 588,269   |  |   | 637,069   |  
|                                                             |  |                                 |           |   |                                |   |           |      |  |      |           |  |   |           |  



See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.





STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2004 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 (unaudited)



|                                                                                                                                   |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ---------------- | ---------- | ----------------------- | ----- | ------- | - | ------- | - | ---------- | - |  | - | - |  | - | ---------- | -
|                                                                                                                                   |  | Limited Partners |   |  | General Partners |            | Total Partners Capital |      
|                                                                                                                                   |  | Cash Preferred   |   |  | Tax Preferred    |            |                         |      
|                                                                                                                                   |  | Units            |   |  | Amounts          |            |                         | Units |         |   | Amounts |   |            |  
|BALANCE, December 31, 2003                                                                                                         |  | 2,934,050        |   |  | $                | 25,536,652 |                         |       | 627,069 |   |         | $ | 2,354,951  |   |  | $ | 0 |  | $ | 27,891,603 |  
|                                                                                                                                   |  |                  |   |  |                  |           
|Cash preferred conversion elections                                                                                                |  | (35,000          | ) |  |                  | (305,626   | )                       |       | 35,000  |   |         |   | 305,626    |   |  |   | 0 |  |   | 0          |  
|Tax preferred conversion elections                                                                                                 |  | 40,000           |   |  |                  | 125,888    |                         |       | (40,000 | ) |         |   | (125,888   | ) |  |   | 0 |  |   | 0          |  
|Net income (loss)                                                                                                                  |  | 0                |   |  |                  | 2,489,975  |                         |       | 0       |   |         |   | (541,812   | ) |  |   | 0 |  |   | 1,948,163  |  
|Distributions of operating cash flows ($0.66 per weighted-average Cash Preferred Unit)                                             |  | 0                |   |  |                  | (1,939,433 | )                       |       | 0       |   |         |   | 0          |   |  |   | 0 |  |   | (1,939,433 | )
|                                                                                                                                   |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2004                                                                                                         |  | 2,939,050        |   |  |                  | 25,907,456 |                         |       | 622,069 |   |         |   | 1,992,877  |   |  |   | 0 |  |   | 27,900,333 |  
|                                                                                                                                   |  |                  |   |  |                  |           
|Tax preferred conversion elections                                                                                                 |  | 59,450           |   |  |                  | 264,643    |                         |       | (59,450 | ) |         |   | (264,643   | ) |  |   | 0 |  |   | 0          |  
|Net income                                                                                                                         |  | 0                |   |  |                  | 1,810,799  |                         |       | 0       |   |         |   | 3,175,246  |   |  |   | 0 |  |   | 4,986,045  |  
|Distributions of operating cash flows ($0.43 per weighted-average Cash Preferred Unit)                                             |  | 0                |   |  |                  | (1,275,302 | )                       |       | 0       |   |         |   | 0          |   |  |   | 0 |  |   | (1,275,302 | )
|Distributions of net sale proceeds ($0.09 and $2.00 per weighted-average Cash Preferred Unit and Tax Preferred Unit,
respectively) |  | 0                |   |  |                  | (274,104   | )                       |       | 0       |   |         |   | (1,175,896 | ) |  |   | 0 |  |   | (1,450,000 | )
|                                                                                                                                   |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|BALANCE, September 30, 2005                                                                                                        |  | 2,998,500        |   |  | $                | 26,433,492 |                         |       | 562,619 |   |         | $ | 3,727,584  |   |  | $ | 0 |  | $ | 30,161,076 |  
|                                                                                                                                   |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.





STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                  |  |                                 |            |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                  |  | Nine Months Ended September 30, |           
|                                                                                  |  | 2005                            |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Net income                                                                        |  | $                               | 4,986,045  |   |      | $ | 1,127,870  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |            |   |      |   |            |  
|Equity in income of joint ventures                                                |  |                                 | (5,029,544 | ) |      |   | (1,285,021 | )
|Operating changes in assets and liabilities:                                      |  |                                 |            |   |      |   |            |  
|Decrease in due from affiliate                                                    |  |                                 | 1,010      |   |      |   | 0          |  
|Decrease in accounts receivable                                                   |  |                                 | 0          |   |      |   | 1,377      |  
|Increase in due to affiliates                                                     |  |                                 | 2,585      |   |      |   | 0          |  
|(Decrease) increase in accounts payable and accrued expenses                      |  |                                 | (17,948    | ) |      |   | 9,271      |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Total adjustments                                                                 |  |                                 | (5,043,897 | ) |      |   | (1,274,373 | )
|Operating distributions received from joint ventures                              |  |                                 | 1,575,129  |   |      |   | 2,072,946  |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash provided by operating activities                                         |  |                                 | 1,517,277  |   |      |   | 1,926,443  |  
|                                                                                  |  |                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Investment in joint ventures                                                      |  |                                 | (114,155   | ) |      |   | (50,000    | )
|Net sale proceeds received from joint ventures                                    |  |                                 | 11,703,731 |   |      |   | 0          |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                               |  |                                 | 11,589,576 |   |      |   | (50,000    | )
|                                                                                  |  |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                 |            |   |      |   |            |  
|Operating distributions paid to limited partners                                  |  |                                 | (1,344,773 | ) |      |   | (1,721,630 | )
|Net sale proceeds distributions paid to limited partners                          |  |                                 | (1,450,000 | ) |      |   | 0          |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash used in financing activities                                             |  |                                 | (2,794,773 | ) |      |   | (1,721,630 | )
|                                                                                  |  |                                 |            |   |      |   |            |  
|                                                                                  |  |                                
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                 | 10,312,080 |   |      |   | 154,813    |  
|                                                                                  |  |                                
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                 | 1,885,089  |   |      |   | 14,922     |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                               | 12,197,169 |   |      | $ | 169,735    |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|                                                                                  |  |                                
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                 |            |   |      |   |            |  
|Increase in partnership distributions payable                                     |  | $                               | 371,386    |   |      | $ | 437,107    |  
|                                                                                  |  |                                 |            |   |      |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND XII, L.P.





CONDENSED NOTES TO FINANCIAL STATEMENTS



SEPTEMBER 30, 2005 (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. Leo F. Wells, III is the president and sole director of Wells Capital and the sole owner of Wells Real Estate Funds, Inc. 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 elect to treat their units 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) 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.



The Partnership was formed to acquire and operate commercial real estate properties, including properties, which are either to be developed, are currently under
construction, are newly constructed, or have operating histories.



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 Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on June 1, 1999. 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 to 1,227 and 106 Cash Preferred and Tax Preferred Limited Partners, respectively, 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. 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.    Wells Operating Partnership, L.P.(1) |  | 1. 111 Southchase Boulevard A two-story manufacturing and office building located in Fountain Inn, South Carolina 2. 20/20 Building A three-story office building located in Leawood, Kansas 3. Johnson Matthey Building(2) A one-story office building and warehouse located in Wayne, Pennsylvania



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|                                                                           |  |                                                                               |  |                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                              |  | Joint Venture Partners                                                        |  | Properties                                                                                                                                                                                                                                                                               
|                                                                           |  |                                                                               |  | 4. Gartner Building(3) A two-story office building located in Ft. Myers, Florida                                                                                                                                                                                                         
|Wells Fund XII-REIT Joint Venture Partnership (Fund XII-REIT Associates) |  |    Wells Real Estate Fund XII, L.P.
   Wells Operating Partnership, L.P.(1) |  | 5. Siemens Building A three-story office building located in Troy, Michigan 6. AT&T Oklahoma Building(3) A
one-story office building and a two-story office building located in Oklahoma City, Oklahoma 7. Comdata Building A three-story office building located in Brentwood, Tennessee



| | (1) | Wells Operating Partnership, L.P. is a Delaware limited partnership with Wells Real Estate
Investment Trust, Inc. (Wells REIT) serving as its general partner; Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This property was sold in October 2004.
| | --- | ---------------------------------------

| | (3) | These properties were sold in April 2005.
| | --- | -----------------------------------------



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 forgoing properties, refer to the Partnerships Form 10-K for the year ended December 31, 2004.



On October 5, 2004, Fund XI-XII-REIT Associates sold the Johnson Matthey
Building to an unrelated third party for a gross sale price of $10,000,000. As a result of the sale, the Partnership received net sale proceeds of approximately $1,653,000 and was allocated a gain of approximately $413,000.



On April 13, 2005, Fund XI-XII-REIT Associates sold the Gartner Building to an unrelated
third party for a gross sale price of approximately $12,520,000. As a result of the sale, the Partnership received net sale proceeds of approximately $2,118,000 and was allocated a gain of approximately $766,000.



On April 13, 2005, Fund XII-REIT Associates sold the AT&T Oklahoma Building to an
unrelated third party for a gross sale price of $21,430,000. As a result of the sale, the Partnership received net sale proceeds of approximately $9,585,000 and was allocated a gain of approximately $3,259,000.



|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, 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 Form 10-K for the year ended December 31, 2004.



Investment in Joint Ventures



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



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##### Table of Contents

major decision or any action that would materially affect the Joint Ventures, or their real property investments. Accordingly, the Partnerships
investments in the Joint Ventures are recorded 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 distributed to the joint venture partners on a quarterly basis.



The Partnership adopted FIN 46(R) effective March 31, 2004. The Partnership owns interests in certain unconsolidated joint venture partnerships (see Note 4). The joint venture partners of the Partnerships unconsolidated joint ventures
in which the Partnership owns an interest have disproportionate voting rights for certain major decisions relative to their obligations to absorb expected losses and rights to receive residual returns of such ventures. However, management has
evaluated such joint ventures and has determined that they are not variable interest entities under the provisions of FIN 46(R) because not substantially all of the activities of the joint ventures are conducted on behalf of a joint venture partner
with disproportionately fewer voting rights. Management has also determined the joint venture partners are not related parties, as defined in FIN 46(R) and SFAS No. 57. Accordingly, the adoption of FIN 46(R) did not result in the consolidation of
any previously unconsolidated entities.



Distribution 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 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 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 Sale Proceeds



Upon the sale of properties, the 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 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
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | capital contributions for all periods during which the units were treated as Cash Preferred Units and a 15% per annum cumulative return on net capital
contributions for all periods during which the units were treated as Tax Preferred Units);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.
| | - |  | --------------------------------------------------------------------------------------------



Allocations of Net Income, Net Loss, and Gain on Sale



For the purpose of determining allocations per the partnership agreement, net income is defined as Net Income recognized by the Partnership,
excluding deductions for depreciation, amortization, and cost recovery and the gain on the sale of assets. Net Income, as defined, of the Partnership is generally allocated each year in the same proportion that net cash from operations is
distributed to the partners holding Cash Preferred Units and the General Partners. To the extent the Partnerships Net Income in any year exceeds net cash from operations, it 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.



Gains 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.



|3. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------



Management and Leasing Fees



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) of the gross revenues collected monthly, 2.5% for management services and 2% for leasing services, 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 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, 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 is $22,376 and $33,580 for the three months ended September 30, 2005 and 2004,
respectively, and $80,588 and $106,184 for the nine months ended September 30, 2005 and 2004, respectively.



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##### Table of Contents

Administration 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 reimbursed Wells Capital and Wells Management for
administrative expenses of $18,532 and $22,131 for the three months ended September 30, 2005 and 2004, respectively, and $61,897 and $64,090 for the nine months ended September 30, 2005 and 2004, respectively. As of December 31, 2004, overpayments
to Wells Capital for administrative reimbursements of $1,010 are recorded as due from affiliate in the accompanying balance sheet. As of September 30, 2005 and December 31, 2004, administrative reimbursements due to Wells Management and/or Wells
Capital of $5,720 and $3,135, respectively, are included in due to affiliates in the accompanying balance sheet.



|4. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------



Summary of Operations



Condensed financial information for the Joint Ventures for the three months and nine months ended September 30, 2005 and 2004, respectively, is presented below:



|                            |  |                                 |           |                                         |   |           |                                             |   |                                 |   |  |      |           |   |      |   |            |     |  |      |           |  |   |            |   |  |   |           |    
|--------------------------- |  | ------------------------------- | --------- | --------------------------------------- | - | --------- | ------------------------------------------- | - | ------------------------------- | - |  | ---- | --------- | - | ---- | - | ---------- | --- |  | ---- | --------- |  | - | ---------- | - |  | - | --------- | ---
|                            |  | Total Revenues                  |           | Income (Loss) FromContinuing Operations |   |           | Income (Loss) From  Discontinued Operations |   | Net Income (Loss)               |  
|                            |  | Three Months EndedSeptember 30, |           | Three Months EndedSeptember 30,         |   |           | Three Months EndedSeptember 30,             |   | Three Months EndedSeptember 30, |  
|                            |  | 2005                            |           | 2004                                    |   | 2005      |                                             |   | 2004                            |   |  | 2005 |           |   | 2004 |   | 2005       |     |  | 2004 |          
|Fund XI-XII-REIT Associates |  | $                               | 39        |                                         | $ | 740       |                                             | $ | (274,020                        | ) |  | $    | (273,115  | ) |      | $ | (8,949     | )   |  | $    | 333,585   |  | $ | (282,969   | ) |  | $ | 60,470    | (1)
|Fund XII-REIT Associates    |  |                                 | 1,071,992 |                                         |   | 1,071,982 |                                             |   | 689,912                         |   |  |      | 647,969   |   |      |   | (3,887     | )   |  |      | 293,125   |  |   | 686,025    |   |  |   | 941,094   | (1)
|                            |  |                                 |           |                                         |   |           |                                             |   |                                 |   |  |      |           |   |      |   |            |     |  |      |           |  |   |            |   |  |   |           |    
|                            |  | $                               | 1,072,031 |                                         | $ | 1,072,722 |                                             | $ | 415,892                         |   |  | $    | 374,854   |   |      | $ | (12,836    | )   |  | $    | 626,710   |  | $ | 403,056    |   |  | $ | 1,001,564 |    
|                            |  |                                 |           |                                         |   |           |                                             |   |                                 |   |  |      |           |   |      |   |            |     |  |      |           |  |   |            |   |  |   |           |    
|                            |  |                                 |           |                                        
|                            |  | Total Revenues                  |           | Income (Loss) FromContinuing Operations |   |           | Income FromDiscontinued Operations          |   | Net Income                      |  
|                            |  | Nine Months EndedSeptember 30,  |           | Nine Months EndedSeptember 30,          |   |           | Nine Months EndedSeptember 30,              |   | Nine Months EndedSeptember 30,  |  
|                            |  | 2005                            |           | 2004                                    |   | 2005      |                                             |   | 2004                            |   |  | 2005 |           |   | 2004 |   | 2005       |     |  | 2004 |          
|Fund XI-XII-REIT Associates |  | $                               | 20,048    |                                         | $ | 750,684   |                                             | $ | (712,239                        | ) |  | $    | 11,507    |   |      | $ | 4,684,542  | (2) |  | $    | 861,127   |  | $ | 3,972,303  |   |  | $ | 872,634   | (1)
|Fund XII-REIT Associates    |  |                                 | 3,223,300 |                                         |   | 3,200,665 |                                             |   | 2,058,643                       |   |  |      | 1,734,218 |   |      |   | 7,612,197  | (3) |  |      | 790,670   |  |   | 9,670,840  |   |  |   | 2,524,888 | (1)
|                            |  |                                 |           |                                         |   |           |                                             |   |                                 |   |  |      |           |   |      |   |            |     |  |      |           |  |   |            |   |  |   |           |    
|                            |  | $                               | 3,243,348 |                                         | $ | 3,951,349 |                                             | $ | 1,346,404                       |   |  | $    | 1,745,725 |   |      | $ | 12,296,739 |     |  | $    | 1,651,797 |  | $ | 13,643,143 |   |  | $ | 3,397,522 |    
|                            |  |                                 |           |                                         |   |           |                                             |   |                                 |   |  |      |           |   |      |   |            |     |  |      |           |  |   |            |   |  |   |           |    



| | (1) | Effective July 1, 2004, the Joint Ventures extended the weighted-average composite useful life for all building assets from 25 years to 40 years, which resulted in an
increase to net income for the three months and nine months ended September 30, 2004 of $189,977 and $114,310 for Fund XII-REIT Associates and Fund XI-XII-REIT Associates, respectively.Management believes that this change more appropriately
reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes a gain of approximately $4,480,000 recognized on the sale of the Gartner Building, of which approximately $766,000 was attributable to the Partnership and has
been allocated to the Cash Preferred and Tax Preferred partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes a gain of approximately $7,244,000 recognized on the sale of the AT&T Oklahoma Building, of which approximately $3,259,000 was attributable to the
Partnership and has been allocated to the Cash Preferred and Tax Preferred partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|5. | SUBSEQUENT EVENT
|-- | ----------------



The sales of the Johnson Matthey Building, the Gartner Building, and the AT&T Oklahoma Building generated total net sale proceeds to the Partnership of approximately $13,357,000, of which approximately $1,450,000
has previously been distributed to the limited partners through September 30, 2005. Upon evaluating the capital needs of the existing properties in which the Partnership holds an interest, the General Partners have determined that reserves of
approximately $7,000 will be required to fund the Partnerships pro-rata share of anticipated capital improvements and re-leasing costs for the 20/20 Building and 111 Southchase Boulevard. In accordance with the terms of the partnership
agreement, the General Partners distributed the residual net sale proceeds on November 1, 2005 of approximately $11,900,000 to the limited partners of record as of September 30, 2005, which under the terms of the partnership agreement does not
include limited partners acquiring units after June 30, 2005.



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, 2004.



Overview



Management believes that the Partnership typically operates through the following five key
life cycle phases. The time spent in 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 fund-raising phase, less upfront fees, into the acquisition of real estate assets;



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

The period during which real estate
assets are owned and operated by the Partnership during the initial lease terms of the tenants. Strategic dispositions could occur during this phase in order to capitalize on market conditions;



| |  |  | 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 four properties, following the sale of the Gartner Building and the AT&T Oklahoma Building in April 2005. Two of the
buildings in which we currently own interests are 100% leased to tenants in the early to middle stages of their lease terms, and the other two buildings are vacant. Our focus at this time involves leasing the two vacant properties and maximizing the
operating performance of the remaining assets in order to deliver what we believe will be the best overall performance for our limited partners.



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##### Table of Contents

Our portfolio benefited from a number of positive events during 2005. Specifically, the Gartner Building and the AT&T
Oklahoma Building were sold together as part of a large package sale of properties for sale prices in excess of their respective purchase prices. We completed the first distribution of net sale proceeds to the limited partners in May 2005 of
approximately $1,450,000. In addition, we also distributed net sale proceeds to limited partners of approximately $11,900,000 in November 2005 (see Note 5).



While the forgoing property sales have delivered positive results, we are also facing some near-term leasing issues with regard to two vacant properties. These leasing
challenges may impact future operating performance; however, we are aggressively working with prospective tenants in the respective markets in an attempt to minimize negative financial effects.



Operating distributions payable to the Cash Preferred limited partners for the third quarter
of 2005 were consistent with the prior quarter. The General Partners anticipate that operating distributions will remain at a similar level in the near term, given the reduced cash flow from the property sales and several potential capital issues,
including anticipated capital improvements and re-leasing costs for the 20/20 Building and 111 Southchase Boulevard.



Property Summary



Information related to the properties owned, or previously owned, by the Joint Ventures follows:



| |  |  | 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, located in Greenville, South Carolina, is currently vacant. We are pursuing a number of market opportunities for this asset.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 20/20 Building, located in Kansas City, Kansas, is currently vacant. We have engaged our local leasing team and are marketing this asset aggressively for lease.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Siemens Building, located in Detroit, Michigan, is 100% leased through 2010.
| | - |  | --------------------------------------------------------------------------------



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



| |  |  | As of September 30, 2005, the property sales described above generated an aggregate of approximately $13.4 in million net sale proceeds allocated to the Partnership, of which
approximately $1.5 million has previously been distributed to the limited partners, and approximately $11.9 million was distributed to the limited partners in November 2005.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As we continue to operate in the holding phase, we will continue to focus on re-leasing vacant space and space that may become vacant upon
the expiration of our current leases. In doing so, we will seek to maximize returns to the limited partners by negotiating 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 the limited partners, and minimize contingencies and our post-closing involvement with the buyer.



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##### Table of Contents

Results of Operations



Equity in Income of Joint Ventures



Equity in income of the Joint Ventures was $260,272 and $433,713 for the three months ended September 30, 2005 and 2004, respectively, and $5,029,544 and $1,285,021 for
the nine months ended September 30, 2005 and 2004, respectively. The decrease for the three months ended September 30, 2005, as compared to the three months ended September 30, 2004, is primarily attributable to forgone operating income resulting
from (i) the sales of the Johnson Mathey Building in October 2004 and the Gartner Building and the AT&T Oklahoma Building in April 2005, and (ii) a decline in net rental revenues resulting from the expiration of the leases of the sole tenants at
the 20/20 Building in May 2004.



The increase for the nine months ended
September 30, 2005, as compared to the nine months ended September 30, 2004, is primarily attributable to (i) the gains allocated to the Partnership as a result of the sales of the Gartner Building and the AT&T Oklahoma Building in the second
quarter of 2005, and (ii) a decline in depreciation expense as a result of changing the estimated weighted-average composite useful life from 25 years to 40 years for all the buildings owned through the Joint Ventures effective July 1, 2004,
partially offset by (iii) the decline in equity in income from Joint Ventures for the three months ended September 30, 2005, as compared to the three months ended September 30, 2004, as explained above.



We expect equity in income of Joint Ventures to remain at similar levels going forward until
re-leasing occurs at 111 Southchase Boulevard and the 20/20 Building.



Expenses of the Partnership



Total expenses of the Partnership
were $33,131 and $54,804 for the three months ended September 30, 2005 and 2004, respectively, and $156,411 and $157,266 for the nine months ended September 30, 2005 and 2004, respectively. The decreases are primarily attributable to a decrease in
the estimated Tennessee partnership franchise and excise taxes for 2005. We estimate Tennessee partnership franchise and excise taxes based on an estimate of the apportionment of income allocable to the Partnership from properties 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 properties in Tennessee fluctuates relative to income earned by the Partnership from all properties in the future. Accordingly, nonrecurring items, such as gains on the sales of properties, will have a significant
impact on these estimates. We also anticipate additional increases in administrative expenses in future periods related to compliance with reporting and regulatory requirements.



Liquidity and Capital Resources



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 considered available for distribution to the limited partners and 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 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 would be adversely affected.



Short-Term Liquidity



During the nine months ended September 30, 2005, we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately $1.5 million, as compared to approximately
$1.9 million for the nine months ended September 30, 2004. The 2005 decline is primarily due to a decline in



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operating distributions received from Joint Ventures as a result of the sales of the Johnson Matthey Building in October 2004, and the Gartner Building and
the AT&T Oklahoma Building in April 2005. 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.



Our General Partners anticipate that future operating
distributions to limited partners will remain at a similar level in the near term as we fund our pro-rata share of anticipated capital improvements and re-leasing costs for the 20/20 Building and 111 Southchase Boulevard, both of which are currently
vacant.



We believe that the cash on hand and operating distributions due from
Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $395,000, as of September 30, 2005. We anticipate using operating cash flow to fund our proportionate share of capital expenditures noted above
over the next twelve months.



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 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.



Capital Resources



The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties and has
invested all of the partners original capital contributions. Thus, it is unlikely that we will acquire interests in any additional properties. Historically, our investment strategy has generally involved acquiring properties that are
pre-leased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.



The Joint Ventures fund 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 following each quarter-end. 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 property sale proceeds reserves, if available, would then be utilized. Any capital or other expenditures not provided for by the operations of the Joint Ventures will be funded by the Partnership and the respective Joint
Venture partners on a pro-rata basis.



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As of September 30, 2005, we have received, used, distributed, and held net proceeds allocated to the Partnership from
the sale of properties as presented below:



|                                        |  |              |            |                                     |       |         |                                        |   |                    |  |                                                             |   |                                                 |   |  |   |           |  |   |           
|--------------------------------------- |  | ------------ | ---------- | ----------------------------------- | ----- | ------- | -------------------------------------- | - | ------------------ |  | ----------------------------------------------------------- | - | ----------------------------------------------- | - |  | - | --------- |  | - | ----------
|Property Sold                           |  | Net Proceeds |            | PartnershipsApproximateOwnership % |       |         | Net ProceedsAllocated tothePartnership |   | Use of NetProceeds |  | Net Proceeds Distributed toPartners as ofSeptember 30, 2005 |   | UndistributedNet Proceedsas ofSeptember 30,2005
|                                        |  |              |            | Amount                              |       | Purpose |                                        |  
|Johnson Matthey Building (sold in 2004) |  | $            | 9,675,000  |                                     | 17.10 | %       |                                        | $ | 1,653,361          |  | $                                                           | 0 |                                                 |  |  | $ | 1,450,000 |  | $ | 203,361   
|Gartner Building (sold in 2005)         |  | $            | 12,395,896 |                                     | 17.10 | %       |                                        |   | 2,118,335          |  |                                                             | 0 |                                                 |  |  |   | 0         |  |   | 2,118,335 
|AT&T Oklahoma Building (sold in 2005)   |  | $            | 21,306,563 |                                     | 44.99 | %       |                                        |   | 9,585,397          |  |                                                             | 0 |                                                 |  |  |   | 0         |  |   | 9,585,397 
|                                        |  |              |            |                                     |       |         |                                        |   |                    |  |                                                             |   |                                                 |   |  |   |           |  |   |           
|Total                                   |  |              |            |                                     |       |         |                                        | $ | 13,357,093         |  | $                                                           | 0 |                                                 |   |  | $ | 1,450,000 |  | $ | 11,907,093
|                                        |  |              |            |                                     |       |         |                                        |   |                    |  |                                                             |   |                                                 |   |  |   |           |  |   |           



Upon evaluating the capital needs of
the properties in which we currently hold an interest, our General Partners have determined that reserves of net sale proceeds of approximately $7,000 will be required to fund the Partnerships pro-rata share of anticipated capital improvements
and re-leasing costs for the 20/20 Building and 111 Southchase Boulevard. Accordingly, in November 2005, the remaining net sale proceeds of approximately $11,900,000 from the sale of the Johnson Mathey Building, the Gartner Building, and the
AT&T Oklahoma Building were distributed to the limited partners of record as of September 30, 2005, which, under the terms of the partnership agreement, does not include limited partners acquiring units after June 30, 2005.



Related-Party Transactions and Agreements



Related-Party Fees and Reimbursements



We have entered into agreements with Wells Capital, Wells Management, an affiliate 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 3 to our financial statements included in this report for a description of these fees and expense reimbursements we have
incurred.



Economic Dependency



We have engaged Wells Capital and its affiliates, including Wells Management, to provide
certain services that are essential to the Partnership, including asset management services, the management and leasing of properties owned through the Joint Ventures, asset acquisition and disposition services, as well as other administrative
responsibilities for the Partnership including accounting services, shareholder communications, and investor relations. These agreements are terminable by either party on 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 all owned and controlled by Wells Real Estate Funds, Inc. (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.



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Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital, Wells
Management, and Wells Investment Securities, Inc. based on, among other things, the level of investor proceeds raised from the sale of Wells Real Estate Investment Trust II, Inc.s common stock and the volume of future acquisitions and
dispositions of real estate assets by Wells-sponsored programs. As of September 30, 2005 and December 31, 2004, WREF believes that it generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and
current receivables necessary to meet its current and future obligations as they become due.



Dismissal of Litigation Against Related Parties



During early 2004, a putative class action complaint was filed against, among others, Leo. F. Wells, III and Wells Capital, our General Partners, and Wells Management (Hendry et al. v. Leo F. Wells, III et al., Superior Court of
Gwinnett County, Georgia, Civil Action No. 04-A-2791-2). The Court granted the plaintiffs motion to permit voluntary dismissal of this suit, and it was subsequently dismissed without prejudice. In November 2004, the same plaintiffs filed a
second putative class action complaint against, among others, Mr. Wells, Wells Capital, and Wells Management (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04A-13051-6). On January 28,
2005, the defendants filed motions for summary judgment and motions to dismiss the plaintiffs claims. Pursuant to orders entered July 1, 2005, the Court granted the Wells defendants motions to dismiss and for summary judgment on all
counts in the complaint.Thus, this action has now been dismissed, subject to the plaintiffs right to file a notice of appeal within the required time period. On August 3, 2005, the plaintiffs filed a motion requesting the Court to vacate
and re-enter the orders to give the plaintiffs an opportunity to file a motion for reconsideration or notice of appeal. Both the plaintiffs and the defendants have filed briefs supporting their respective positions, and the plaintiffs motion
is still pending before the Court.



Inflation



The real estate market has not been affected significantly by inflation in the past three
years due to the relatively low inflation rate. However, there are provisions in the majority of tenant leases, which should protect us from the impact of inflation. These provisions include 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. There is no assurance, however, that we would be able to
replace existing leases with new leases at higher base rental rates.



Application of Critical Accounting Policies



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.



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Investment in Real Estate Assets



We will be required to make subjective assessments as to the useful lives of its depreciable assets. We will consider the period of future
benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Joint Ventures assets by class are as follows:



|                      |  |            
|--------------------- |  | -----------
|Buildings             |  | 40 years   
|Building improvements |  | 10-25 years
|Land improvements     |  | 20 years   
|Tenant improvements   |  | Lease term 



Effective July 1, 2004, the Joint
Ventures extended the weighted-average composite useful life for all building assets from 25 years to 40 years. We believe that this change more appropriately reflects the estimated useful lives of real estate assets and is consistent with
prevailing industry practice. In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income would be misstated.



Valuation 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,
either directly or through investments in the Joint Ventures, may not be recoverable. When indicators of potential impairment are present which indicate 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 carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In
the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value and recognizes an impairment loss. We have determined that there has been no impairment in the
carrying value of any of the real estate assets held by the Partnership at September 30, 2005.



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



Potential Tax Impact on Limited Partners Holding Tax Preferred UnitsAmerican Jobs
Creation Act of 2004



The American Jobs Creation Act of 2004 (the
Act) added Section 470 to the Internal Revenue Code, which provides certain limitations on the utilization of losses allocable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership.
In March 2005, the Internal Revenue Service issued IRS Notice 2005-29 announcing that the IRS would not be applying Section 470 to partnerships for taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt
partners; however, it is important to note that IRS Notice 2005-29 provided relief for partnerships for taxable year 2004 only. Although the IRS has indicated that it is continuing to study the application of Section 470 to partnerships, such as the
Partnership, unless Congress passes legislation which addresses this issue or some other form of relief from the provisions of Section 470 of the Act is granted, beginning in taxable year 2005 and thereafter, passive losses allocable to limited
partners holding Tax Preferred Units may only be used to offset passive income generated from the same property or within the same fund.



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



ITEM 4.    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 one of our General Partners, including the Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation,
the Principal Executive Officer and Principal Financial Officer 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 reports that we file or submit under the Securities Exchange Act of 1934 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 such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.



There
were no significant changes in our internal control over financial reporting during the quarter ended September 30, 2005 that have materially affected, or are likely to materially affect, our internal control over financial reporting.



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PART II.    OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



We were not involved in any material legal proceedings during the quarter ended September 30, 2005 requiring disclosure under Item 103 of Regulation S-K.



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, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



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



|(c) | We did not redeem any securities during the quarter ended September 30, 2005.
|--- | -----------------------------------------------------------------------------



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



We were not subject to any indebtedness, and therefore, we did not default respect to any indebtedness during the quarter ended September 30, 2005.



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, 2005.



ITEM 5.    OTHER INFORMATION



|(a) | During the quarter ended September 30, 2005, there was no information which was 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 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 14, 2005 |  |  |  | /s/    LEO F. WELLS, III                                                        
|                  |  |  |  | Leo F. Wells, III                                                               
|                  |  |  |  | President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|                  |  | 
|November 14, 2005 |  |  |  | /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.



|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | 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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