<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 [Fee Required]

For the fiscal year ended               December 31, 1999                     or
                          ---------------------------------------------------

[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required]

For the transition period from to  ________________  to  ________________
Commission file number             0-23719

                        Wells Real Estate Fund X, L.P.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                    <C>
                   Georgia                                             58-2250093
------------------------------------------------       ----------------------------------------
(State or other jurisdiction of incorporation or        (I.R.S. Employer Identification Number)
organization)


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


Registrant's telephone number, including area code               (770) 449-7800
                                                       ----------------------------------------
Securities registered pursuant to Section 12 (b) of
the Act:

           Title of each class                           Name of exchange on which registered
------------------------------------------------       ----------------------------------------
                NONE                                                     NONE
------------------------------------------------       ----------------------------------------
</TABLE>

Securities registered pursuant to Section 12 (g) of the Act:

                                 CLASS A UNITS
--------------------------------------------------------------------------------
                               (Title of Class)

                                 CLASS B UNITS
--------------------------------------------------------------------------------
                               (Title of Class)

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 ___
    ---

Aggregate market value of the voting stock held by nonaffiliates: Not Applicable
                                                                  --------------
<PAGE>

                                    PART I




ITEM 1.  BUSINESS

General

Wells Real Estate Fund X, L.P. (the "Partnership") is a Georgia public limited
partnership having Leo F. Wells, III and Wells Partners, L.P., a Georgia non-
public limited partnership, as General Partners. The Partnership was formed on
June 20, 1996, for the purpose of acquiring, developing, constructing, owning,
operating, improving, leasing and otherwise managing for investment purposes
income-producing commercial or industrial properties.

On December 31, 1996, the Partnership commenced a public offering of up to
$35,000,000 of 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 on February 4, 1997, when it received
and accepted subscriptions for 125,000 units. An aggregate requirement of
$2,500,000 of offering proceeds was reached on February 25, 1997, thus allowing
for the admission of New York and Pennsylvania investors in the Partnership. The
offering was terminated on December 30, 1997, at which time the Partnership had
sold 2,116,099 Class A Status Units, and 596,792 Class B Status Units, held by a
total of 1,593 and 219 Limited Partners respectively, for total Limited Partner
capital contributions of $27,128,912. After payment of $1,085,157 in Acquisition
and Advisory Fees and expenses, payment of $4,069,338 in selling commissions and
organization and offering expenses, investment of $18,420,164 in the Fund IX-X-
XI-REIT Joint Venture and investment of $3,296,233 in the Fund X-XI Joint
Venture as of December 31, 1999, the Partnership was holding net offering
proceeds of $258,020 available for investment in properties.

Employees

The Partnership has no direct employees. The employees of Wells Capital, Inc.,
the sole general partner of Wells Partners, L.P., a General Partner of the
Partnership, perform a full range of real estate services including leasing and
property management, accounting, asset management and investor relations for the
Partnership. See Item 11 "Compensation of General Partners and Affiliates," for
a summary of the fees paid to the General Partners and their affiliates during
the fiscal year ended December 31, 1999.

Insurance

Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all the properties
owned directly or indirectly by the Partnership. In the opinion of management,
the properties are adequately insured.

                                      -2-
<PAGE>

Competition

The Partnership will experience competition for tenants from owners and managers
of competing projects which may include the General Partners and their
affiliates. As a result, the Partnership may be required to provide free rent,
reduced charges for tenant improvements and other inducements, all of which may
have an adverse impact on results of operations. At the time the Partnership
elects to dispose of its properties, the Partnership will also be in competition
with sellers of similar properties to locate suitable purchasers for its
properties.


ITEM 2.  PROPERTIES

As of December 31, 1999, the Partnership owned interests in properties through
its ownership in the following joint ventures: Fund IX-X-XI-REIT Associates, a
joint venture among the Partnership, Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund XI, L.P. and Wells Operating Partnership, L.P. (the "Fund IX-X-XI-
REIT Joint Venture"), and Fund X-XI Associates, a joint venture among the
Partnership and Wells Real Estate Fund XI, L.P. (the "Fund X-XI Joint Venture").
Wells Operating Partnership, L.P. is a Delaware Limited Partnership having Wells
Real Estate Investment Trust, Inc., (the "Wells REIT") a Maryland corporation,
as its General Partner.

As of December 31, 1999, the Partnership owned interests in the following
properties through its ownership of the foregoing joint ventures: (i) a three-
story office building in Knoxville, Tennessee (the "ABB Building"), which is
owned by the Fund IX-X-XI-REIT Joint Venture, (ii) a two-story office building
located in Louisville, Boulder County, Colorado (the "Ohmeda Building"), which
is owned by the Fund IX-X-XI-REIT Joint Venture, (iii) a three-story office
building located in Broomfield, Boulder County, Colorado (the "360 Interlocken
Building") which is owned by Fund IX-X-XI-REIT Joint Venture, (iv) a one-story
warehouse facility located in Ogden, Utah ("Iomega Corporation Building") which
is owned by Fund IX-X-XI-REIT Joint Venture, (v) a one-story office building
located in Oklahoma City, Oklahoma (the "Lucent Technologies Building"), which
is owned by the Fund IX-X-XI-REIT Joint Venture, (vi) a one-story office and
warehouse building located in Fountain Valley, California (the "CORT Building"),
which is owned by a joint venture (the "CORT Joint Venture") between the Fund X-
XI Joint Venture and Wells Operating Partnership, L.P., and (vii) a two-story
warehouse and office building located in Fremont, California (the "Fairchild
Building"), which is owned by Wells/Fremont Joint Venture, a joint venture
between Fund X-XI Joint Venture and Wells Operating Partnership, L.P.

                                      -3-
<PAGE>

The following table shows lease expirations during each of the next ten years
for all leases as of December 31, 1999, assuming no exercise of renewal options
or termination rights:

<TABLE>
<CAPTION>
                                                           Partnership      Percentage      Percentage
                  Number                                     Share of        of Total        of Total
  Year of           of         Square       Annualized      Annualized        Square        Annualized
   Lease          Leases        Feet        Gross Base      Gross Base         Feet         Gross Base
 Expiration      Expiring     Expiring       Rent (1)        Rent (1)        Expiring          Rent
------------    ----------   ----------    ------------  ---------------   ------------    ------------
<S>             <C>          <C>           <C>           <C>               <C>             <C>
   2000              0               0      $        0     $        0            0.0%          0.0%
   2001              2          20,739         328,620        115,346            4.1           5.5
   2002              3          12,606         256,980         90,200            2.5           4.4
   2003(2)           2          69,146       1,072,828        376,563           13.4          18.1
   2004(3)           1          58,424         902,946        316,934           11.3          15.2
   2005(4)           1         106,750       1,027,320        360,589           20.7          17.3
   2007(5)           1          81,823       1,060,026        372,069           15.9          17.9
   2008(6)           1          57,186         583,020        204,640           11.1           9.8
   2009(7)           1         108,250         696,876        244,603           21.0          11.8
                ----------   ----------    ------------  ---------------   ------------    ------------
                    12         514,924      $5,928,616     $2,080,944          100.0%        100.0%
                ==========   ==========    ============  ===============   ============    ============
</TABLE>

         (1)  Average monthly gross rent over the life of the lease, annualized.
         (2)  Expiration of CORT Furniture lease, Fountain Valley, California.
         (3)  Expiration of Fairchild lease, Freemont, California.
         (4)  Expiration of Ohmeda lease, Louisville, Colorado.
         (5)  Expiration of ABB lease, Knoxville, Tennessee.
         (6)  Expiration of Lucent Technologies lease, Oklahoma City, Oklahoma.
         (7)  Expiration of Iomega lease, Ogden, Utah.

      Fund IX, Fund X, Fund XI and REIT Joint Venture

      On June 11, 1998, Fund IX and Fund X Associates (the "Fund IX-X Joint
      Venture"), a joint venture between the Partnership and Wells Real Estate
      Fund IX, L.P. ("Wells Fund IX"), a Georgia public limited partnership, was
      amended and restated to admit the Wells Real Estate Fund XI, L.P. ("Wells
      Fund XI"), a Georgia public limited partnership, and Wells Operating
      Partnership, L.P. ("Wells OP), a Delaware limited partnership. Wells Fund
      IX, Wells Fund XI, Wells OP and the Wells REIT are all Affiliates of the
      Partnership and its General Partners.

      The Fund IX-X Joint Venture, which changed its name to the Fund IX-X-XI-
      REIT Joint Venture had previously acquired and owned the following three
      properties: (i) the ABB Building located in Knoxville, Knox County,
      Tennessee, (ii) the Ohmeda Building located in Louisville, Boulder County,
      Colorado, and (iii) the 360 Interlocken Building located in Broomfield,
      Boulder County, Colorado. On June 24, 1998, the Fund IX-X-XI-REIT Joint
      Venture purchased the Lucent Technologies Building located in Oklahoma
      City, Oklahoma County, Oklahoma. On July 1, 1998, the Partnership
      contributed the Iomega building located in Ogden, Weber County, Utah to
      the Fund IX-X-XI-REIT Joint Venture.

      As of December 31, 1999, the Partnership had contributed $21,716,397 and
      held an approximate 48.3% equity interest in the Fund IX-X-XI-REIT Joint
      Venture. As of December 31, 1999 Wells Fund IX had an approximate 39.1%
      equity interest, Wells Fund XI had an approximate 8.9% equity interest,
      and Wells OP held an approximate 3.7% equity interest in the Fund IX-X-XI-
      REIT Joint Venture.

                                      -4-
<PAGE>

      The ABB Building

      On March 20, 1997, the Fund IX-X Joint Venture began construction on a
      three-story office building containing approximately 83,520 rentable
      square feet (the "ABB Building") on a 5.62 acre tract of real property in
      Knoxville, Knox County, Tennessee. The land purchase and construction
      costs, totaling approximately $8,012,711 were funded by capital
      contributions of $3,835,000 by the Partnership, and $4,177,711 by Wells
      Fund IX.

      ABB Environmental Systems, a subsidiary of ABB, Inc., has executed its
      lease space of 56,012 rentable square feet comprising approximately 67% of
      the building in December 1997. The initial term of the lease is 9 years
      and 11 months commencing In December, 1997, ABB has the option under its
      lease to extend the initial term of the lease for two consecutive five-
      year periods. The annual base rent payable during the initial term is
      $646,250 payable in equal monthly installments of $53,854 during the first
      five years and $728,750 payable in equal monthly installments of $60,729
      during the last four years and 11 months of the initial term. The annual
      base rent for each extended term will be at market rental rates. In
      addition to the base rent, ABB is required to pay additional rent equal to
      its share of operating expenses during the lease term.

      Commencing December 1, 1999, ABB Environmental exercised its right of
      first refusal to lease an additional 23,992 square feet of space vacated
      by the Associates in September 1999. This addition increases their
      rentable floor area from 57,831 square feet to 81,823 square feet. ABB
      will pay base rent at the same terms and conditions of their original
      lease.

      It is currently anticipated that the remaining cost to complete this
      project which includes the final buildout of remaining space will be
      approximately $89,000, which will be contributed by Wells Fund IX. The
      average effective annual rental per square foot at the ABB Building was
      $11.82 for 1999, $9.97 for 1998, and $8.16 for 1997, the first year of
      occupancy. The occupancy rate at year end was 98% for 1999, 95% for 1998,
      and 67% for 1997.

      Ohmeda Building

      On February 13, 1998, Fund IX-X Joint Venture acquired a two story office
      building that was completed in 1988 with approximately 106,750 rentable
      square feet (the "Ohmeda Building") on a 15-acre tract of land located in
      Louisville, Boulder County, Colorado from Lincor Centennial Ltd., a
      Colorado limited partnership. The purchase price for the Ohmeda Building
      was $10,325,000. The Fund IX-X Joint Venture also incurred additional
      acquisition expenses in connection with the purchase of the Ohmeda
      Building, including attorneys' fees, recording fees and other closing
      costs. As of December 31, 1999, the Partnership had contributed
      $6,900,878, Wells Fund IX had contributed $3,460,192 to this project.

      The entire 106,750 rentable square feet of the Ohmeda Building is
      currently under a net lease dated February 26, 1987, as amended by First
      Amendment to Lease dated December 3, 1987, as amended by Second Amendment
      to Lease dated October 20, 1997 (the "Lease") with Ohmeda, Inc., a
      Delaware corporation. The lease was assigned to the Joint Venture at the
      closing. The lease currently expires in January 2005, subject to (i)
      Ohmeda's right to effectuate an early termination of the lease under the
      terms and conditions described below, and (ii) Ohmeda's right to extend
      the lease for two additional five-year periods of time at the then current
      market rental rates.

      The monthly base rental payable under the lease is $83,709.79 through
      January 31, 2003; $87,890.83 from February 1, 2003 through January 31,
      2004; and $92,249.79 from February 1, 2004 through January 31, 2005. Under
      the lease, Ohmeda is responsible for all utilities, taxes, insurance and
      other operating costs with respect to the Ohmeda Building during the term
      of the lease. In addition, Ohmeda shall pay a $21,000 per year management
      fee for maintenance and administrative services of the Ohmeda Building.
      The Fund IX-X-XI-REIT Joint Venture, as

                                      -5-
<PAGE>

      landlord, is responsible for maintenance of the roof, exterior and
      structural walls, foundation, other structural members and floor slab,
      provided that the landlord's obligation to make repairs specifically
      excludes items of cosmetic and routine maintenance such as the painting of
      walls.

      The average effective annual rental per square foot at the Ohmeda Building
      was $9.62 for 1999 and 1998, the first year of occupancy. The occupancy
      rate at year end was 100% for 1999 and 1998.

      360 Interlocken Building

      On March 20, 1998 the IX-X Joint Venture acquired a three-story multi-
      tenant office building containing approximately 51,974 rentable square
      feet (the "360 Interlocken Building") on a 5.1 acre tract of land in
      Broomfield, Boulder County, Colorado for a purchase price of $8,275,000
      excluding acquisition costs. The project was funded by capital
      contributions of $1,632,534 by the Partnership and $6,642,466 by Wells
      Fund IX.

      The 360 Interlocken Building was completed in December 1996. The first
      floor has multiple tenants and contain 15,599 rentable square feet; the
      second floor is leased to ODS Technologies, L.P. and contains 17,146
      rentable square feet; and the third floor is leased to Transecon, Inc. and
      contains 19,229 rentable square feet.

      As stated, the entire third floor of the Interlocken building containing
      19,229 rentable square feet is currently under lease to Transecon and
      expires in October 2001, subject to Transecon's right to extend for one
      additional term of five years upon 180 days' notice. The monthly lease
      rent payable under the Transecon lease is approximately $24,000 for the
      initial term of the lease. Under the lease, Transecon is responsible for
      its share of utilities, taxes, insurance, and other operating expenses
      with respect to the Interlocken building. In addition, Transecon has a
      right of first refusal under the lease for any second floor space proposed
      to be leased by the landlord.

      The entire second floor of the Interlocken building containing 17,146
      rentable square feet is currently under lease to ODS and expires in
      September 2003 subject to ODS's right to extend for one additional term of
      three years. The monthly lease rent payable under the ODS lease is $22,100
      through January 1998; $22,150 through January 1999; $22,600 through
      January 2000; $23,100 through January 2001; $23,550 through January 2002;
      $24,050 through January 2002 and $24,550 through September, 2003. The
      rental payments to be made by the tenant under the ODS lease are also
      secured by the assignment of a $275,000 letter of credit which may be
      drawn upon by the landlord in the event of a tenant default under the
      lease. Under the lease, ODS is responsible for its share of utilities
      taxes, insurance and other operating costs with respect to the Interlocken
      building.

      The average effective annual rental per square foot at the 360 Interlocken
      Building was $15.97 for 1999 and 1998, the first year of occupancy. The
      occupancy rate at year end was 100% for 1999 and 1998.

      Lucent Technologies Building

      On May 30, 1997, the Fund IX-X Joint Venture entered into an agreement for
      the purchase and sale of real property with Wells Development Corporation
      ("Wells Development"), an affiliate of the General Partners, for the
      acquisition and development of a one-story office building containing
      57,186 net rentable square feet on 5.3 acres of land (the "Lucent
      Technologies Building"). On June 24, 1998, the Fund IX-X Joint Venture
      purchased this property for a purchase price of $5,504,276. The purchase
      price was funded by capital contributions of $950,392 by the Partnership,
      $657,804 by Fund IX, $2,482,810 by Fund XI and $1,421,466 by Wells OP.

                                      -6-
<PAGE>

      Lucent Technologies, has occupied the entire Lucent Technologies Building.
      The initial term of the lease is ten years commencing January 5, 1998.
      Lucent Technologies has the option to extend the initial term of the lease
      for two additional five-year periods. The annual base rent payable during
      the initial term is $508,383 payable in equal monthly installments of
      $42,365 during the first five years and $594,152 payable in equal monthly
      installments of $49,513 during the second five years of the lease term.
      The annual base rent for each extendable term will be at market rental
      rates. In addition to the base rent, Lucent Technologies will be required
      to pay additional rent equal to its share of operating expenses during the
      lease term.

      The average effective annual rental per square foot at the Lucent
      Technologies Building was $10.19 for 1999 and 1998, the first year of
      occupancy. The occupancy rate at year end was 100% for 1999 and 1998.

      Iomega Building

      On July 1, 1998, the Partnership contributed a single story warehouse and
      office building with 108,250 rentable square feet (the "Iomega Building")
      and was credited with making a capital contribution to the IX-X-XI-REIT
      Joint Venture in the amount of $5,050,425, which represents the purchase
      price of $5,025,000 plus acquisition expenses of $25,425 originally paid
      by the Partnership for the Iomega Building on April 1, 1998.

      The building is 100% occupied by one tenant with a ten year lease term
      that expires on July 31, 2006. The monthly base rent payable under the
      lease is $40,000 through November 12, 1999. Beginning on the 40th and 80th
      months of the lease term, the monthly base rent payable under the lease
      will be increased to reflect an amount equal to 100% of the increase in
      the Consumer Price Index (as defined in the lease) during the preceding 40
      months; provided however, that in no event shall the base rent be
      increased with respect to any one year by more than 6% or by less than 3%
      per annum, compounded annually, on a cumulative basis from the beginning
      of the lease term. The lease is a triple net lease, whereby the terms
      require the tenant to reimburse the IX-X-XI-REIT Joint Venture for certain
      operating expenses, as defined in the lease, related to the building.

      On March 22, 1999, the Fund IX-X-XI-REIT Joint Venture purchased a four-
      acre tract of vacant land adjacent to the Iomega Corporation Building
      located in Ogden, Utah. This site is being used for additional parking and
      a loading-dock area, which includes at least 400 new parking stalls and
      new site work for truck maneuver space, in accordance with the
      requirements of the tenants and the city of Ogden. The project was
      completed on July 31, 1999. The tenant, Iomega Corporation, has agreed to
      extend the term of its lease to April 30, 2009 and will pay an additional
      base rent, an amount equal to 13% per annum payable in monthly
      installments of the direct and indirect cost of acquiring the property and
      construction of improvements. This additional base rent commenced on May
      1, 1999.

      The land was purchased at a cost of $212,000 excluding acquisition costs.
      The funds used to acquire the land and for the improvements are funded
      entirely out of capital contributions made by Wells Fund XI to the Fund
      IX-X-XI-REIT Joint Venture in the amount of $874,625. The project was
      completed at a total cost of $874,625.

      The average effective annual rental per square foot at the Iomega Building
      was $5.18 for 1999 and $4.60 for 1998, the first year of occupancy. The
      occupancy rate at year end was 100% for 1999 and 1998.

      Fund X-XI Joint Venture

      On July 17, 1998 the Partnership and Wells Real Estate Fund XI, L.P.
      ("Wells Fund XI"), a Georgia public limited partnership, affiliated with
      the Partnership through common general

                                      -7-
<PAGE>

      partners, formed a joint venture known as Fund X and Fund XI Associates
      (the "Fund X-Fund XI Joint Venture"). The investment objectives of Wells
      Fund XI are substantially identical to those of the Partnership. As of
      December 31, 1999 the Partnership had contributed $3,296,233 and Wells
      Fund XI had contributed $2,398,767 for total contributions of $5,695,000
      to the Fund X-Fund XI Joint Venture. At this time, the Partnership's
      equity interest in the Fund X-Fund-XI Joint Venture is approximately 58%
      and the Wells Fund XI's equity interest in the Fund X-Fund-XI Joint
      Venture is approximately 42%.

      Wells/Fremont Joint Venture-Fairchild Building

      On July 15, 1998, Wells OP entered into a joint venture agreement known as
      Wells/Fremont Associates ("Fremont Joint Venture") with Wells Development
      Corporation, a Georgia Corporation ("Wells Development"). Wells
      Development is an affiliate of the Partnership and its General Partners.
      On July 21, 1998, the Fremont Joint Venture acquired the Fairchild
      Building, a 58,424 square-foot warehouse and office building located in
      Fremont, California, for a purchase price of $8,900,000 plus acquisition
      expenses of approximately $60,000. The Partnership contributed $1,000,000
      and Wells Fund XI contributed $1,000,000 towards the purchase of this
      building.

      The Fairchild Building is 100% occupied by one tenant with a seven-year
      lease term that commenced on December 1, 1997 (with an early possession
      date of October 1, 1997) and expires on November 30, 2004. The monthly
      base rent payable under the lease is $68,128 with a 3% increase on each
      anniversary of the commencement date. The lease is a triple net lease,
      whereby the terms require the tenant to reimburse the landlord for certain
      operating expenses, as defined in the lease, related to the building.

      On July 17,1998, a joint venture between Wells Fund X and Fund XI (the
      "Fund X-XI Joint Venture") entered into an agreement for the purchase and
      sale of Wells Development's interest in the Fremont Joint Venture.

      On October 8, 1998, the Fund X-XI Joint Venture exercised its rights under
      the Fremont Joint Venture contract and purchased Wells Development's
      interest in the Fremont Joint Venture and became partner with Wells OP in
      the ownership of the Fairchild Building. As of December 31, 1999, Wells OP
      had contributed $6,983,110 and held an approximate 78% equity percentage
      interest in the Fremont Joint Venture, and Fund X-XI had contributed
      $2,000,00 and held an approximate 22% equity percentage interest in the
      Fremont Joint Venture.

      The average effective annual rental per square foot at the Fairchild
      Building was $15.46 for 1999 and 1998 the first year of occupancy. The
      occupancy rate at year end was 100% for 1999 and 1998.

      Wells/Orange County Joint Venture-Cort Building

      In July of 1998, Wells OP entered into a joint venture agreement known as
      Wells/Orange County Associates ("Cort Joint Venture") with Wells
      Development Corporation. On July 31, 1998, the Cort Joint Venture acquired
      the Cort Building for a purchase price of $6,400,000 plus acquisition
      expenses of approximately $150,000. The Partnership contributed
      $2,296,233, Wells Fund XI contributed $1,398,767 and Wells OP contributed
      $2,871,430.

      The Cort Building is a 52,000-square-foot warehouse and office building
      located in Fountain Valley California. The building is 100% occupied by
      one tenant with a 15-year lease term that commenced on November 1, 1988
      and expires on October 31, 2003. The monthly base rent payable under the
      lease is $63,247 through April 30, 2001, at which time the monthly base
      rent will be increased 10% to $69,574 for the remainder of the lease term.
      The lease is a triple net lease, whereby the terms require the tenant to
      reimburse the Cort Joint Venture for certain operating expenses, as
      defined in the lease, related to the building.

                                      -8-
<PAGE>

      On July 30, 1998, the Fund X-XI Joint Venture entered into an agreement
      for the purchase and sale of Wells Development's interest in the Cort
      Joint Venture. On September 1, 1998, the Fund X-XI Joint Venture exercised
      its rights under the Cort JV Contract and purchased Wells Development's
      interest in the Cort Joint Venture and became a joint venture partner with
      Wells OP in the ownership of the Cort Building.

      As of December 31, 1999, Wells OP had made total capital contributions of
      $2,871,430 and held an approximate 44% equity percentage interest in the
      Cort Joint Venture and, Fund X-XI Joint Venture, had contributed
      $3,695,000 and held an approximate 56% equity percentage interest in the
      Cort Joint Venture.

      The average effective annual rental per square foot at the Cort Building
      was $15.30 for 1999 and 1998, the first year of occupancy. The occupancy
      rate at year end was 100% for 1999 and 1998.


ITEM 3.  LEGAL PROCEEDINGS

There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Partnership during 1999.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Limited Partners for the year 1999.

                                      -9-
<PAGE>

                                     PART II




ITEM 5.  MARKET FOR PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS.

The offering for sale of Units in the Partnership terminated on December 30,
1997, at which time the Partnership had 2,116,099 outstanding Class A Status
Units held by a total of 1,588 Limited Partners and 596,792 outstanding Class B
Status Units held by a total of 218 Limited Partners. The capital contribution
per unit is $10.00. There is no established public trading for the Partnership's
limited partnership units, and it is not anticipated that a public trading
market for the units will develop. Under the Partnership Agreement, the General
Partners have the right to prohibit transfers of units.

Class A status Limited Partners are entitled to a distribution from net Cash
from operations, as defined in the partnership agreement to mean cash flow, less
adequate cash reserves for other obligations of the Partnership for which there
is no provision, on a per Unit basis until they have received distributions in
each fiscal year of the Partnership equal to 10% of their adjusted capital
contributions. After this preference is satisfied, the General Partners will
receive an amount of Net Cash From Operations equal to 10% of the total amount
of net cash from Operations distributed. Thereafter, the Limited Partners
holding Class A status units will receive 90% of Net Cash From Operations and
the General Partners will receive 10%. No net cash from operations will be
distributed to Limited Partners holding Class B Status Units. Holders of Class A
Status Units will, except in limited circumstances, be allocated none of the
Partnership's net loss, depreciation, and amortization deductions. These
deductions will be allocated to the Class B status units, until their capital
account balances have been reduced to zero. No distributions have been made to
the General Partners as of December 31, 1999.

Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners select to have their cash distributed
monthly. Cash distributions made to Class A Status Limited Partners during 1998
and 1999 were as follows:

<TABLE>
<CAPTION>
                                                Per Class A Status Unit
                                  ---------------------------------------------------------
        Distribution for          Total Cash        Investment    Return of      General
         Quarter Ended            Distributed         Income       Capital       Partner
                                  -----------       ----------    ---------      ----------
<S>                               <C>               <C>           <C>            <C>
March 31, 1998                     $252,018           $0.12         $0.00          $0.00
June 30, 1998                       424,087            0.20          0.00           0.00
September 30, 1998                  436,659            0.21          0.00           0.00
December 31, 1998                   531,999            0.25          0.00           0.00
March 31, 1999                      535,660            0.25          0.00           0.00
June 30, 1999                       496,960            0.23          0.00           0.00
September 30, 1999                  512,766            0.24          0.00           0.00
December 31, 1999                   508,704            0.23          0.00           0.00
</TABLE>

The fourth quarter distribution was accrued for accounting purposes in 1999, and
was not actually paid to Limited Partners until February, 2000. Although there
is no assurance, the General Partners anticipate that cash distributions to
Limited Partners holding Class A Status Units will continue in 2000 at a level
at least comparable with 1999 cash distributions on an annual basis.

                                      -10-
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The Partnership did not commence active operations until it received and
accepted subscriptions for a minimum of 125,000 units on February 4, 1997, and
accordingly, there is no comparative financial data available from prior fiscal
years.

The following sets forth a summary of the selected financial data for the fiscal
year ended December 31, 1999 and 1998 and the eleven months ended December 31,
1997:

<TABLE>
<CAPTION>

                                                                          1999            1998            1997
                                                                       -----------     -----------     -----------
<S>                                                                    <C>             <C>             <C>
Total assets                                                           $22,137,122     $23,016,105     $23,716,744
Total revenues                                                           1,309,281       1,204,597         372,507
Net income                                                               1,192,318       1,050,329         278,025
Net loss allocated to General Partners                                           0            (338)           (162)
Net income allocated to Class A Limited Partners                         2,084,229       1,779,191         302,862
Net loss allocated to Class B Limited Partners                            (891,911)       (728,524)        (24,675)
Net income per weighted average (1) Class A Limited Partner unit       $      0.97     $      0.85     $      0.28
Net loss per weighted average (1) Class B Limited Partner unit               (1.60)          (1.23)          (0.09)
Cash distribution per weighted average (1) Class A Limited
   Partner unit investment income                                             0.95            0.78            0.27
Return of Capital                                                             0.00            0.00            0.00
</TABLE>

         (1)   The weighted average unit is calculated by averaging units over
               the period they are outstanding during the time units are still
               being purchased by Limited Partners in the Partnership.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATION.

The following discussion and analysis should be read in conjunction with the
Selected Financial Data and the accompanying financial statements of the
Partnership and notes thereto.

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

Results of Operations and Changes in Financial Conditions

General

The Partnership commenced active operations on February 4, 1997, when it
received and accepted subscriptions for 125,000 units. The offering was
terminated on December 30, 1997 at which time the Partnership had sold 2,116,099
Class A Status Units and 596,792 Class B Status Units, held by a total of 1,588
and 218 Class A and Class B Limited Partners, respectively, for total Limited
Partner contributions of $27,128,912. After payment of $1,085,157 in acquisition
and advisory fees, payment of $4,069,338 in selling commissions and organization
and offering expenses, investment of $18,420,164 in the Fund IX-X-XI-REIT Joint
Venture, and investment of $3,296,233 in the Fund X-XI Joint Venture as of

                                      -11-
<PAGE>

December 31, 1999, the Partnership was holding net offering proceeds of $258,020
available for investment in properties.

Gross revenues of the Partnership were $1,309,281, $1,204,597, and $372,507 for
the twelve months ended December 31, 1999, 1998, and the eleven months ended
December 31, 1997, respectively, and were attributable primarily to increased
income from joint ventures as a result of increased investments in joint
ventures as a result of increased investments in joint ventures. Negative equity
in income of joint ventures of $10,035 for 1997 was due primarily to
depreciation and other operating expenses combined with the fact that ABB moved
into the building in late December 1997.

Expenses of the Partnership were $116,963, $154,268, and $94,482 for the twelve
months ended December 31, 1999, 1998, and the eleven months ended December 31,
1997, respectively, and consisted primarily of legal, accounting, deprecation
and partnership administrative costs. Net income of the Partnership was
$1,192,318 for the twelve months ended December 31, 1999, $1,050,329 for the
twelve months ended December 31, 1998, and $278,025 for the twelve months ended
December 31, 1997. The Partnership made cash distributions of investment income
to Limited Partners holding Class A Status Units of $0.95 per Class A Status
Unit for the years ended December 31, 1999, $0.78 per Class A Status Unit for
the year ended December 31, 1998 and $0.27 per Class A Status Unit for the year
ended December 31, 1997. The General Partners anticipate distributions per unit
to Limited Partners holding Class A Status Units will continue in 2000 at a
level at least comparable with 1999 cash distributions on an annual basis.
Distributions accrued for the fourth quarter of 1999 to the Limited Partners
holding Class A Status Units were paid in February 2000. No cash distributions
were made to Limited Partners holding Class B Status Units.

                                      -12-
<PAGE>

Property Operations

As of December 31, 1999, the Partnership owned an interest in the following
operational properties:

               The ABB Building/Fund IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                                           For the                    One Month
                                                                         Year Ended                     Ended
                                                                         December 31                  December 31
                                                                -------------------------------    -----------------
                                                                    1999              1998               1997
                                                                -----------        ------------     ----------------
<S>                                                             <C>                <C>               <C>
 Revenues:
    Rental income                                               $   987,327           $836,746         $ 28,512
    Interest income                                                  58,768             20,192                0
                                                                -----------        -----------      -----------
                                                                  1,046,095            856,938           28,512
                                                                -----------        -----------      -----------
Expenses:
    Depreciation                                                    537,799            475,020           36,863
    Management and leasing expenses                                 120,325            107,338            1,711
    Operating costs, net of reimbursements                           (2,532)           (40,641)          10,118
                                                                -----------        -----------      -----------
                                                                    655,592            541,717           48,692
                                                                -----------        -----------      -----------
Net income (loss)                                               $   390,503           $315,221         $(20,180)
                                                                ===========        ===========      ===========

Occupied percentage                                                      98%                95%              67%
                                                                ===========        ===========      ===========

Partnership ownership percentage in the Fund IX-X-XI-REIT
    Joint Venture                                                      48.3%              49.7%            49.7%
                                                                ===========        ===========      ===========

Cash distribution to the Partnership                            $   453,176           $348,585       $        0
                                                                ===========        ===========      ===========

Net income (loss) allocated to Partnership                      $   190,167           $154,394       $  (10,035)
                                                                ===========        ===========      ============
</TABLE>


Rental income increased in 1999 over 1998 due primarily to the increased
occupancy level of the property. Other operating expenses were negative for 1999
and 1998 due to an offset of tenant reimbursements in operating costs, as well
as management and leasing reimbursements. Tenants are billed an estimated amount
for current year common area maintenance which is then reconciled the second
quarter of the following year and the difference billed to the tenant. Total
expenses increased for 1999 over 1998 due to increased depreciation and
management and leasing fees as the building was leased up.

Cash distributions and net income allocated to the Partnership increased in 1999
over prior year levels due to the lease up of the project. The Partnership's
ownership in the Fund IX-X-XI-REIT Joint Venture decreased in 1999 as compared
to 1998 due to additional funding by Wells Fund XI to the Fund IX-X-XI-REIT
Joint Venture in 1999. The ABB Building incurred property taxes of $47,616 for
1999 and $36,771 for 1998. It is currently anticipated that Wells Fund IX will
contribute approximately $89,000 to complete the building.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 3. For additional information on tenants,
etc. refer to Item 2, Properties, page 3

                                      -13-
<PAGE>

       The Lucent Technologies Building/Fund IX-X-XI-REIT Joint Venture

<TABLE>
<CAPTION>
                                                                                  For the          Seven Months
                                                                                Year Ended            Ended
                                                                                December 31,       December 31,
                                                                                   1999                1998
                                                                               ------------       -------------
<S>                                                                            <C>                 <C>
Revenues:
    Rental income                                                                  $583,009           $ 291,508
                                                                               ------------       -------------

Expenses:
    Depreciation                                                                    183,204             106,871
    Management and leasing expenses                                                  21,479              11,281
    Other operating expenses, net of reimbursements                                  15,809               9,883
                                                                               ------------       -------------
                                                                                    220,492             128,035
                                                                               ------------       -------------
Net income                                                                         $362,517           $ 163,473
                                                                               ============       =============

Occupied percentage                                                                     100%                100%
                                                                               ============       =============

Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture              48.3%               49.7%
                                                                               ============       =============

Cash distribution to the Partnership                                               $242,955           $ 177,682
                                                                               ============       =============

Net income allocated to the Partnership                                            $176,267           $  80,936
                                                                               ============       =============
</TABLE>

The Lucent Technologies Building was completed in January 1998 with Lucent
Technologies occupying the entire building. Under the terms of the lease, the
tenant is responsible for all utilities, property taxes, and other operating
expenses.

Since the Lucent Technologies Building was purchased by the IX-X-XI REIT Joint
Venture in June 1998, comparable income and expense figures for the prior year
are available for only seven months.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


                                      -14-
<PAGE>

              The Ohmeda Building/Fund IX-X-XI-REIT Joint Venture

<TABLE>
<CAPTION>
                                                                                  For the          Eleven Months
                                                                                Year Ended             Ended
                                                                               December 31,        December 31,
                                                                                   1999                1998
                                                                               -------------       ------------
<S>                                                                            <C>                 <C>
Revenues:
    Rental income                                                                 $1,027,314           $898,901
                                                                               -------------       ------------

Expenses:
    Depreciation                                                                     326,304            299,122
    Management and leasing expenses                                                   46,911             41,688
    Other operating expenses, net of reimbursements                                  (15,183)             2,863
                                                                               -------------       ------------
                                                                                     358,032            343,663
                                                                               -------------       ------------
Net income                                                                        $  669,282           $555,238
                                                                               =============       ============
Occupied percentage                                                                      100%               100%
                                                                               =============       ============

Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture               48.3%              49.7%
                                                                               =============       ============

Cash distribution to the Partnership                                             $   472,912           $405,054
                                                                               =============       ============

Net income allocated to the Partnership                                          $   325,357           $271,294
                                                                               =============       ============
</TABLE>

The entire Ohmeda Building is currently under a net lease with Ohmeda, Inc. and
was assigned to the Fund IX-X-XI-REIT Joint Venture at closing. The lease
currently expires in January 2005. The monthly base rental payable under the
lease is $83,709.79 through January 31, 2003; $87,890,83 from February 1, 2003
through January 31, 2004; and $92,249.79 from February 1, 2004 through January
31, 2005. Under the lease, Ohmeda is responsible for all utilities, taxes,
insurance, and other operating costs with respect to the Ohmeda Building In
addition, Ohmeda is required to pay a $21,000 per year management fee for
maintenance and administrative services of the Ohmeda Building.

Since the Ohmeda Building was purchased in February, 1998, comparative income
and expense figures are available for only 11 months of the prior year. Other
operating expenses are negative due to tenant reimbursements reflected in this
category which includes management and leasing expense reimbursement. Tenants
are billed an estimated amount for current year common area maintenance which is
then reconciled the second quarter of the following year and the difference
billed to the tenant. The Ohmeda Building incurred property taxes of $249,707
for 1999 and $143,962 for 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


                                      -15-
<PAGE>

         The 360 Interlocken Building/Fund IX-X-XI-REIT Joint Venture

<TABLE>
<CAPTION>
                                                                                   For the            Ten Months
                                                                                 Year Ended              Ended
                                                                                December 31,          December 31,
                                                                                    1999                  1998
                                                                                -------------         ------------
<S>                                                                             <C>                   <C>
Revenues:
    Rental income                                                                   $829,827          $665,405
    Interest income                                                                        0               246
                                                                                    --------          --------
                                                                                     829,827           665,651
                                                                                    --------          --------
Expenses:
    Depreciation                                                                     286,680           238,299
    Management and leasing expenses                                                   73,129            55,130
    Other operating expenses, net of reimbursements                                   42,431           (55,654)
                                                                                    --------          --------
                                                                                     402,240           237,775
                                                                                    --------          --------
Net income                                                                          $427,587          $427,876
                                                                                    ========          ========

Occupied percentage                                                                      100%              100%
                                                                                    ========          ========
Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture               48.3%             49.7%
                                                                                    ========          ========
Cash distribution to the Partnership                                                $344,368          $308,024
                                                                                    ========          ========
Net income allocated to the Partnership                                             $207,897          $205,189
                                                                                    ========          ========
</TABLE>

The 360 Interlocken Building was completed in December 1996. The first floor has
multiple tenants and contains 15,599 rentable square feet; the second floor is
leased to ODS Technologies, L.P. and contains 17,146 rentable square feet; and
the third floor is leased to Transecon, Inc. and contains 19,229 rentable square
feet.

Since the 360 Interlocken Building was purchased in March 1998, comparable
income and expense figures for the prior year are available for only ten months.
Other operating expenses for 1998 are negative due to an offset of tenant
reimbursements in operating costs as well as management and leasing
reimbursements. Tenants are billed an estimated amount for current year common
area maintenance which is then reconciled the second quarter of the following
year and the difference billed to the tenant. The 360 Interlocken Building
incurred property taxes of $244,025 for 1999 and 96,747 for 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


                                      -16-
<PAGE>

              The Iomega Building/Fund IX-X-XI-REIT Joint Venture

<TABLE>
<CAPTION>
                                                                                   For the           Nine Months
                                                                                  Year Ended            Ended
                                                                                 December 31,        December 31,
                                                                                     1999                1998
                                                                                -------------       -------------
<S>                                                                             <C>                 <C>
Revenues:
    Rental income                                                                   $560,906            $373,420
                                                                                ------------        ------------
Expenses:
    Depreciation                                                                     204,925             145,975
    Management and leasing expenses                                                   24,295              23,058
    Other operating expenses, net of reimbursements                                    9,368              (4,579)
                                                                                ------------        ------------
                                                                                     238,588             164,454
                                                                                ------------        ------------
Net income                                                                          $322,318            $208,966
                                                                                ============        ============
Occupied percentage                                                                      100%                100%
                                                                                ============        ============

Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture               48.3%               49.7%
                                                                                ============        ============
Cash distribution to the Partnership                                                $248,695            $229,459
                                                                                ============        ============
Net income allocated to the Partnership                                             $156,627            $138,871
                                                                                ============        ============
</TABLE>

Since the Iomega Building was purchased in April 1998, comparable income and
expense figures for the prior year are available for only nine months. Other
operating expenses for 1998 are negative due to tenant reimbursements reflected
in this category which includes management and leasing expense reimbursement.
Tenants are billed an estimated amount for current year common area maintenance
which is then reconciled the second quarter of the following year and the
difference billed to the tenant. The Iomega Building incurred property taxes of
$73,020 for 1999 and 44,559 for 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


                                      -17-
<PAGE>

                    Wells/Fremont Joint Venture (Fairchild)

<TABLE>
<CAPTION>
                                                                  For the            Six Months
                                                                 Year Ended            Ended
                                                                December 31,        December 31,
                                                                    1999                1998
                                                               -------------       -------------
<S>                                                            <C>                 <C>
Revenues:
    Rental income                                                   $902,946           $401,058
    Interest income                                                        0              3,896
                                                               -------------       ------------
                                                                     902,946            404,954
                                                               -------------       ------------
Expenses:
    Depreciation                                                     285,526            142,720
    Management and leasing expenses                                   37,355             16,726
    Interest expense                                                       0             73,919
    Other operating expenses, net of reimbursements                   20,891              9,670
                                                               -------------       ------------
                                                                     343,772            243,035
                                                               -------------       ------------
Net income                                                          $559,174           $161,919
                                                               =============       ============
Occupied percentage                                                      100%               100%
                                                               =============       ============
Partnership's ownership percentage                                      12.8%              12.8%
                                                               =============       ============
Cash distribution to the Partnership                                $ 85,984           $ 21,314
                                                               =============       ============
Net income allocated to the Partnership                             $ 59,581           $ 19,724
                                                               =============       ============
</TABLE>

The Partnership owns 58% in the Fund X-XI Joint Venture but owns 12.18% in the
Fairchild Building.

On July 21, 1998, the Wells/Fremont Joint Venture acquired a two-story warehouse
and office building containing approximately 58,424 rentable square feet on a
3.05 acre tract of land in Fremont, California (the "Fremont Building") for a
purchase price of $8,900,000 excluding acquisition costs.

The building is 100% occupied by Fairchild Technologies, U.S.A., Inc. with a
lease expiration of November 30, 2004. The monthly base rent payable under the
lease is $68,128 with a 3% increase on each anniversary of the commencement
date. The lease is a triple net lease, whereby the terms require the tenant to
reimburse the landlord for certain operating expenses, as defined in the lease,
related to the building. The tenant is responsible for property taxes.

Since the Fremont Building was purchased in July of 1998, comparable income and
expense figures for the prior year are not available. For further information,
refer to Item 2. Properties.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


                                      -18-
<PAGE>

                       Wells/Orange County Joint Venture

<TABLE>
<CAPTION>
                                                                                    For the          Five Months
                                                                                  Year Ended            Ended
                                                                                 December 31,        December 31,
                                                                                     1999               1998
                                                                                -------------      --------------
<S>                                                                             <C>                 <C>
Revenues:
    Rental income                                                                   $795,545            $331,477
    Interest income                                                                        0                 448
                                                                                ------------       -------------
                                                                                     795,545             331,925
                                                                                ------------       -------------
Expenses:
    Depreciation                                                                     186,565              92,087
    Management and leasing expenses                                                   30,360              12,734
    Interest expense                                                                       0              29,472
    Other operating expenses, net of reimbursements                                   27,667               6,218
                                                                                ------------       -------------
                                                                                     244,592             140,511
                                                                                ------------       -------------
Net income                                                                          $550,953            $191,414
                                                                                ============       =============
Occupied percentage                                                                      100%                100%
                                                                                ============       =============
Partnership's ownership percentage                                                      32.5%               32.5%
                                                                                ============       =============
Cash distribution to the Partnership                                                $246,038            $ 94,903
                                                                                ============       =============
Net income allocated to the Partnership                                             $193,385            $ 40,656
                                                                                ============       =============
</TABLE>


The Partnership owns 58% of the Fund X-XI Joint Venture but owns 32.5% of the
Cort Building.

On July 31, 1998, the Cort Joint Venture acquired a one-story office and
warehouse building containing approximately 52,000 rentable square feel on a
3.65 acre tract of land in Fountain Valley, California (the "Cort Building") for
a purchase price of $6,400,000, excluding acquisition costs.

The Cort building is 100% occupied by one tenant with a 15-year lease term that
commenced on November 1, 1988 and expires on October 31, 2003. The monthly base
rent payable under the lease is $63,247 through April 30, 2001, at which time
the monthly base rent will be increased 10% to $69,574 for the remainder of the
lease term. The lease is a triple net lease, whereby the terms require the
tenant to reimburse the Cort Joint Venture for certain operating expenses, as
defined in the lease, related to the building.

Since the Cort Building was purchased in July 1988, comparable income and
expense figures for the prior year are available for only five months. The
tenant is responsible for property taxes.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.


Liquidity and Capital Resources

The Partnership commenced active operations on February 4, 1997, when it
received and accepted subscriptions for 125,000 units. The Partnership
terminated its offering on December 30, 1997, the


                                      -19-
<PAGE>

Partnership raised $27,128,912 in capital through the sale of 2,712,892 units.
After payment of $1,085,157 in Acquisition and Advisory fees and expenses,
payment of $4,069,338 in selling commissions and organizational and offering
expenses and the investment by the Partnership of $21,716,397 in the Fund IX-
Fund X Joint Venture, as of December 31, 1999, the Partnership was holding net
offering proceeds of approximately $258,020 available for investment in
properties.

The Partnership's net cash (used in) provided by operating activities decreased
to ($99,862) in 1999 as compared to $300,019 for 1998 and $200,668 for 1997. Net
cash provided by investing activities of $2,175, 915 in 1999 is primarily the
result of distributions received from the joint ventures. Net cash used in
investing activities for 1998 and 1997 of $16,726,221 and $5,188,485
respectively is primarily the result of the payment of acquisition and advisory
fees and the investment in joint ventures. Net cash used in financing activities
was $2,067,801 for 1999 and $1,707,768 for 1998 compared to $23,391,449 provided
by financing activities in 1997, which was the result of the issuance of limited
partner units.

The Partnership's distributions to holders of Class A Status Units for the 4th
quarter ended December 31, 1999 have been paid in February 2000 from investment
income. Although there is no assurance, the Partnership anticipates that
distributions will continue to be paid on a quarterly basis from such sources on
a level at least consistent with 1999. No cash distributions were paid to
holders of Class B Status Units in 1999.

The Partnership expects to continue to meet its short-term liquidity
requirements generally through net cash provided by operations which the
Partnership believes will continue to be adequate to meet both operating
requirements and distributions to limited partners. At this time, given the
nature of the joint venture and property in which the Partnership has invested,
there are no known improvements or renovations to the properties expected to be
funded from cash flow from operations.

Since properties are acquired on an all-cash basis, the Partnership has no
permanent long-term liquidity requirements.

Inflation

The real estate market has not been affected significantly by inflation in the
past three years due to the relatively low inflation rate. There are provisions
in the majority of tenant leases to protect the Partnership from the impact of
inflation. These leases contain common area maintenance charges (CAM charges),
real estate tax and insurance reimbursements on a per square foot bases, or in
some cases, annual reimbursement of operating expenses above a certain per
square foot allowance. These provisions should reduce the Partnership's exposure
to increases in costs and operating expenses resulting from inflation.

Year 2000 Compliance

The Partnership made the transition into the year 2000 without any information
systems, business operations, or facilities related system problems. Management
believes that there are no other Y2K related issues that may require disclosure.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements of the Registrant and supplementary data are detailed
under Item 14 (a)and filed as part of the report on the pages indicated.


                                      -20-
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There were no disagreements with the Partnership's accountants or other
reportable events during 1999.


              (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

                                      -21-
<PAGE>


                                   PART III



ITEM 10.     GENERAL PARTNERS OF THE PARTNERSHIP.

Wells Partners, L.P.

Wells Partners, L.P. is a private Georgia limited partnership formed on October
25, 1990. The sole General Partner of Wells Partners, L.P. is Wells Capital,
Inc., a Georgia Corporation. The executive offices of Wells Capital, Inc. are
located at 6200 The Corners Parkway, Norcross, Georgia 30092.

Leo F. Wells, III.

Mr. Wells is a resident of Atlanta, Georgia, is 56 years of age and holds a
Bachelor of Business Administration Degree in Economics from the University of
Georgia. Mr. Wells is the President and sole Director of Wells Capital, Inc. Mr.
Wells is the President of Wells & Associates, Inc., a real estate brokerage and
investment company formed in 1976 and incorporated in 1978, for which he serves
as principal broker. Mr. Wells is also currently the sole Director and President
of Wells Management Company, Inc., a property management company he founded in
1983. In addition, Mr. Wells is the President and Chairman of the Board of Wells
Investment Securities, Inc., Wells & Associates, Inc., and Wells Management
Company, Inc. which are affiliates of the General Partners. From 1980 to
February 1985, Mr. Wells served as vice-president of Hill-Johnson, Inc., a
Georgia corporation engaged in the construction business. From 1973 to 1976, he
was associated with Sax Gaskin Real Estate Company and from 1970 to 1973, he was
a real estate salesman and property manager for Roy D. Warren & Company, an
Atlanta real estate company.


ITEM 11.     COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.

The following table summarizes the compensation and fees (including
reimbursement of expenses) paid to the General Partners and their affiliates
during the year ended December 31, 1999.

                            Cash Compensation Table
<TABLE>
<CAPTION>
                 (A)                                     (B)                                      (C)
          Name of Individual                  Capacities in Which Served                         Cash
          or Number in Group                     Form of Compensation                        Compensation
--------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
                                         Property Manager-Management and
Wells Management Company, Inc.           Leasing Fees                                         $132,731(1)
</TABLE>

     (1)  These fees are not paid directly by the Partnership but are paid by
          the joint venture entities which owns the ABB Property for which the
          property management and leasing services relate and include management
          and leasing fees which were accrued for accounting purposes in 1999,
          but not actually paid until January, 2000.



                                      -22-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

No Limited Partner is known by the Partnership to own beneficially  more than 5%
of the outstanding units of the Partnership.

Set forth below is the security ownership of management as of February 28, 2000.

<TABLE>
<CAPTION>
          (1)                       (2)                           (3)                          (4)
                                  Name of                Amount and Nature of
     Title of Class           Beneficial Owner           Beneficial Ownership            Percent of Class
------------------------  ------------------------  -------------------------------  ------------------------
<S>                       <C>                       <C>                              <C>
Class A status units      Leo F. Wells, III         110.036 Units (IRA 491(k) Plan   Less than 1%
</TABLE>

No arrangements exist which would, upon operation, result in a change in control
of the Partnership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The compensation and fees paid or to be paid by the Partnership to the General
Partners and their affiliates in connection with the operation of the
Partnership are as follows:

Interest in Partnership Cash Flow and Net Sales Proceeds

The General Partners will receive a subordinated participation in net cash flow
from operations equal to 10% of net cash flow after the Limited Partners holding
Class A Status Units have received preferential distributions equal to 10% of
their adjusted capital accounts in each fiscal year. The General Partners will
also receive a subordinated participation in net sales proceeds and net
financing proceeds equal to 20% of residual proceeds available for distribution
after Limited Partners holding Class A Status Units have received a return of
their adjusted capital contributions plus a 10% cumulative return on their
adjusted capital contributions and Limited Partners holding Class B Units have
received a return of their adjusted capital contributions plus a 15% cumulative
return on their adjusted capital contributions; provided, however, that in no
event shall the General Partners receive in the aggregate in excess of 15% of
net sales proceeds and net financing proceeds remaining after payments to
Limited Partners from such proceeds of amounts equal to the sum of their
adjusted capital contributions plus a 6% cumulative return on their adjusted
capital contributions. The General Partners did not receive any distributions
from net cash flow from operations or net sales proceeds for the year ended
December 31, 1999.

Property Management and Leasing Fees

Wells Management Company, Inc., an affiliate of the General Partners, will
receive compensation for supervising the management of the Partnership
properties equal to the lessor of (A)(i) 3% of the gross revenues for management
and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a
separate one-time fee for initial rent-up or leasing-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; and (ii) in the case of industrial and commercial
properties which are leased on a long-term basis (ten or more years), 1% of the
gross revenues except for initial leasing fees equal to 3% of the gross revenues
over the first five years of the lease term; or (B) the amounts charged by
unaffiliated persons rendering comparable services in the same geographic area.


                                      -23-
<PAGE>

Wells Management Company, Inc. accrued $132,731 in cash compensations for the
year ended December 31, 1999.

Real Estate Commissions.

In connections with the sale of Partnership properties, the General Partners or
their affiliates may receive commissions not exceeding the lesser of (A) 50% of
the transactions involving comparable properties in the same geographic area or
(B) 3% of the gross sales price of the property, and provided that payments of
such commissions will be made only after Limited Partners have received prior
distributions totaling 100% of their capital contributions plus a 6% cumulative
return on their adjusted captial contributions. No real estate commissions were
paid to the General Partners or affiliates for the year ended December 31, 1999.




                                      -24-
<PAGE>

                                     PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) 1.   Financial Statements

         The Financial Statements are contained on pages F-2 through F-50 of
         this Annual Report on Form 10-K, and the list of the Financial
         Statements contained herein is set forth on page F-1, which is hereby
         incorporated by reference.

(a) 2.   Financial Statement Schedule III

         Information with respect to this item begins on page S-1 of this Annual
         Report on Form 10-K

(a) 3.   The Exhibits filed in response to Item 601 of Regulation S-K are listed
         on the Exhibit Index attached hereto.

(b)      No reports on Form 8-K were filed with the Commission during 1999.

(c)      The Exhibits filed in response to Item 601 of Regulation S-K are listed
         on the Exhibit Index attached hereto.

(d)      See (a) 2 above.



                                      -25-
<PAGE>

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 27th day of March
2000.

                                   Wells Real Estate Fund X, L.P.
                                   (Registrant)



                                   By:    /s/Leo F. Wells, III
                                          --------------------------------------
                                          Leo F. Wells, III

                                   Individual General Partner and as President
                                   and Chief Financial Officer of Wells Capital,
                                   Inc., the Corporate General Partner


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity as and on the date indicated.


       Signature                     Title                        Date
--------------------------   ------------------------     ----------------------



/s/Leo F. Wells, III
--------------------------
Leo F. Wells, III            Individual General Partner,  March 27, 2000
                             President and Sole Director
                             of Wells Capital, Inc., the
                             Corporate General Partner


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO
SECTION 12 OF THE ACT.

No annual report or proxy material relating to an annual or other meeting of
security holders has been sent to security holders.

                                     -26-
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                Financial Statements                                               Page
---------------------------------------------------------------------------------------------     -------
<S>                                                                                               <C>
Independent Auditors' Report                                                                         F2

Balance Sheets as of December 31, 1999 and 1998                                                      F3

Statements of Income for the Years ended December 31, 1999, 1998, and 1997                           F4

Statements of Partners' Capital for the Years Ended December 31, 1999, 1998, and 1997                F5

Statements of Cash Flows for the Years Ended December 31, 1999, 1998, and 1997                       F6

Notes to Financial Statements for December 31, 1999, 1998, and 1997                                  F7
</TABLE>

                                      F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Wells Real Estate Fund X, L.P.:


We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND X,
L.P. (a Georgia public limited partnership) as of December 31, 1999 and 1998 and
the related statements of income, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1999. These financial
statements and the schedule referred to below are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on those
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wells Real Estate Fund X, L.P.
as of December 31, 1999 and 1998 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III--Real Estate Investments and
Accumulated Depreciation as of December 31, 1999 is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


ARTHUR ANDERSEN LLP



Atlanta, Georgia
January 20, 2000

                                      F-2
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)


                                BALANCE SHEETS

                          DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                    ASSETS

                                                                      1999             1998
                                                                  -------------    -------------
<S>                                                               <C>              <C>
INVESTMENT IN JOINT VENTURES                                       $21,341,949      $22,127,276

CASH AND CASH EQUIVALENTS                                              278,514          270,262

DUE FROM AFFILIATES                                                    498,296          579,603

DEFERRED PROJECT COSTS                                                  18,363           18,363

ORGANIZATIONAL COSTS, less accumulated
  amortization of $31,250 in 1999 and $12,500 in 1998                        0           18,750

PREPAID EXPENSES AND OTHER ASSETS                                            0            1,851
                                                                   -----------      -----------
           Total assets                                            $22,137,122      $23,016,105
                                                                   ===========      ===========

                        LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
  Accounts payable                                                 $         0      $     3,500
  Partnership distributions payable                                    518,288          532,000
                                                                   -----------      -----------
           Total liabilities                                           518,288          535,500
                                                                   -----------      -----------
COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
  Limited partners:
    Class A--2,166,966 units and 2,125,804 units as of
      December 31, 1999 and 1998, respectively                      18,553,200       18,227,829
    Class B--545,925 units and 587,087 units as of
      December 31, 1999 and 1998, respectively                       3,065,634        4,252,776
                                                                   -----------      -----------
           Total partners' capital                                  21,618,834       22,480,605
                                                                   -----------      -----------
           Total liabilities and partners' capital                 $22,137,122      $23,016,105
                                                                   ===========      ===========
</TABLE>

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

                                      F-3
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)

                             STATEMENTS OF INCOME

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                        1999              1998             1997
                                                                    ------------      ------------      -----------
<S>                                                                 <C>               <C>               <C>
REVENUES:
   Rental income                                                     $        0        $  120,000         $      0
   Equity in income of joint ventures                                 1,309,281           869,555          (10,035)
   Interest income                                                            0           215,042          382,542
                                                                     ----------        ----------         --------
                                                                      1,309,281         1,204,597          372,507
                                                                     ----------        ----------         --------
EXPENSES:
   Partnership administration                                            49,108            56,471           71,554
   Depreciation                                                               0            48,984                0
   Management and leasing fees                                                0             5,603                0
   Operating costs, net of reimbursements                                10,360             2,205                0
   Legal and accounting                                                  28,374            26,820            9,135
   Amortization of organizational costs                                  18,750             6,250            6,250
   Computer costs                                                        10,371             7,935            7,543
                                                                     ----------        ----------         --------
                                                                        116,963           154,268           94,482
                                                                     ----------        ----------         --------
NET INCOME                                                           $1,192,318        $1,050,329         $278,025
                                                                     ==========        ==========         ========

NET LOSS ALLOCATED TO GENERAL PARTNERS                               $        0        $     (338)        $   (162)
                                                                     ==========        ==========         ========

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS                     $2,084,229        $1,779,191         $302,862
                                                                     ==========        ==========         ========

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS                       $ (891,911)       $ (728,524)        $(24,675)
                                                                     ==========        ==========         ========

NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER
   UNIT                                                              $     0.97        $     0.85         $   0.28
                                                                     ==========        ==========         ========

NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT           $    (1.60)       $    (1.23)        $  (0.09)
                                                                     ==========        ==========         ========

CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED
   PARTNER UNIT                                                      $     0.95        $     0.78         $   0.27
                                                                     ==========        ==========         ========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)


                        STATEMENTS OF PARTNERS' CAPITAL

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                          Limited Partners                                 Total
                                              -------------------------------------------------------------
                                                             Class A                        Class B            General    Partners'
                                              --------------------------------------  ---------------------
                                                Original      Units         Amount       Units      Amount      Partners    Capital
                                              ------------  ----------  ------------  ---------- ----------  ----------- ----------
<S>                                           <C>           <C>         <C>           <C>        <C>         <C>         <C>
BALANCE, December 31, 1996                       $ 100              0             0           0  $        0     $ 500   $       600

    Net income (loss)                                0              0       302,862           0     (24,675)     (162)      278,025
    Partnership distributions                        0              0      (294,309)          0           0         0      (294,309)
    Return of capital                             (100)             0             0           0           0         0          (100)
    Limited partner contributions                    0      2,116,099    21,160,987     596,792   5,967,925         0    27,128,912
    Sales commissions and discounts                  0              0    (2,116,099)          0    (596,792)        0    (2,712,891)
    Other offering expenses                          0              0    (1,033,674)          0    (291,523)        0    (1,325,197)
                                                 -----     ----------   -----------    --------  ----------     -----   -----------
BALANCE, December 31, 1997                           0      2,116,099    18,019,767     596,792   5,054,935       338    23,075,040

    Net income (loss)                                0              0     1,779,191           0    (728,524)     (338)    1,050,329
    Partnership distributions                        0              0    (1,644,764)          0           0         0    (1,644,764)
    Class B conversions                              0          9,705        73,635      (9,705)    (73,635)        0             0
                                                 -----     ----------   -----------    --------  ----------     -----   -----------
BALANCE, December 31, 1998                           0      2,125,804    18,227,829     587,087   4,252,776         0    22,480,605

    Net income (loss)                                0              0     2,084,229           0    (891,911)        0     1,192,318
    Partnership distributions                        0              0    (2,054,089)          0           0         0    (2,054,089)
    Class B conversions                              0         41,162       295,231     (41,162)   (295,231)        0             0
                                                 -----     ----------   -----------    --------  ----------     -----   -----------
BALANCE, December 31, 1999                       $   0      2,166,966   $18,553,200     545,925  $3,065,634     $   0   $21,618,834
                                                 =====     ==========   ===========    ========  ==========     =====   ===========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)


                           STATEMENTS OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                           1999            1998            1997
                                                                         ----------    -----------   --------------
<S>                                                                      <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                            $1,192,318    $  1,050,329   $     278,025
                                                                         ----------    ------------   --------------
   Adjustments to reconcile net income to net cash (used in)
      provided by operating activities:
      Equity in income of joint ventures                                 (1,309,281)       (869,555)         10,035
      Depreciation                                                                0          48,984               0
      Amortization of organizational costs                                   18,750           6,250           6,250
      Changes in assets and liabilities:
         Organizational costs                                                     0               0         (31,250)
         Prepaid expenses and other assets                                    1,851          60,511         (62,392)
         Accounts payable                                                    (3,500)          3,500               0
                                                                         ----------    ------------   --------------
            Total adjustments                                            (1,292,180)       (750,310)        (77,357)
                                                                         ----------    ------------   --------------
            Net cash (used in) provided by operating activities             (99,862)        300,019         200,668
                                                                         ----------    ------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investment in joint ventures                                                   0     (12,506,774)     (3,499,999)
   Distributions received from joint ventures                             2,175,915         886,846               0
   Investment in real estate                                                      0      (5,059,623)              0
   Deferred project costs paid                                                    0         (46,670)     (1,038,486)
   Earnest money deposit                                                          0               0        (650,000)
                                                                         ----------    ------------   --------------
            Net cash provided by (used in) investing activities           2,175,915     (16,726,221)     (5,188,485)
                                                                         ----------    ------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to partners from accumulated earnings                   (2,067,801)     (1,407,043)              0
   Limited partners' contributions                                                0               0      27,128,912
   Sales commissions and discounts paid                                           0        (242,387)     (2,470,504)
   Offering costs paid                                                            0         (58,338)     (1,266,859)
   Return of capital                                                              0               0            (100)
                                                                         ----------    ------------   --------------
            Net cash used in financing activities                        (2,067,801)     (1,707,768)     23,391,449
                                                                         ----------    ------------   --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          8,252     (18,133,970)     18,403,632

CASH AND CASH EQUIVALENTS, beginning of year                                270,262      18,404,232             600
                                                                         ----------    ------------   --------------
CASH AND CASH EQUIVALENTS, end of year                                   $  278,514    $    270,262   $  18,404,232
                                                                         ==========    ============   ==============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:

   Deferred project costs contributed to joint ventures                  $        0    $    893,954   $     172,839
                                                                         ==========    ============   ==============
   Contribution of real estate assets to joint venture                   $        0    $  5,010,639   $           0
                                                                         ==========    ============   ==============
   Earnest money deposit applied to investment in joint venture          $        0    $    650,000   $           0
                                                                         ==========    ============   ==============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-6
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)


                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998, AND 1997



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Business

     Wells Real Estate Fund X, L.P. (the "Partnership") is a public limited
     partnership organized on June 20, 1996 under the laws of the state of
     Georgia. The general partners are Leo F. Wells, III and Wells Partners,
     L.P. ("Wells Partners"), a Georgia nonpublic limited partnership. The
     Partnership has two classes of limited partnership units. Upon subscription
     for units, each limited partner must elect whether to have its units
     treated as Class A units or Class B units. Thereafter, limited partners
     shall have the right to change their prior election to have some or all of
     their units treated as Class A units or Class B units one time during each
     quarterly accounting period. Limited partners may vote to, among other
     things, (a) amend the partnership agreement, subject to certain
     limitations, (b) change the business purpose or investment objectives of
     the Partnership, (c) remove a general partner, (d) elect a new general
     partner, (e) dissolve the Partnership, and (f) approve a sale of assets,
     subject to certain limitations. A majority vote on any of the described
     matters 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
     properties, including properties which are either to be developed,
     currently under development or construction, newly constructed, or which
     have operating histories. The Partnership commenced operations as of
     February 4, 1997.

     The Partnership owns and interest in several properties through a joint
     venture between the Partnership, Wells Real Estate Fund IX, L.P. ("Wells
     Fund IX"), Wells Real Estate Fund XI, L.P. ("Wells Fund XI"), and Wells
     Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
     limited partnership having Wells Real Estate Investment Trust, Inc. ("Wells
     REIT"), a Maryland corporation, as its general partner. This joint venture
     is referred to as "Fund IX, X, XI, and REIT Joint Venture." In addition,
     the Partnership owns two properties through a joint venture between the
     Partnership and Wells Fund XI, referred to as "Fund X and XI Associates."

     Through its investment in Fund IX, X, XI, and REIT Joint Venture, the
     Partnership owns interests in the following properties: (i) a three-story
     office building in Knoxville, Tennessee (the "ABB Building"), (ii) a two-
     story office building in Louisville, Colorado (the "Ohmeda Building"),
     (iii) a three-story office building in Broomfield, Colorado (the "360
     Interlocken Building"), (iv) a one-story warehouse facility in Ogden, Utah
     (the "Iomega Corporation Building"), and (v) a one-story office building in
     Oklahoma City, Oklahoma (the "Lucent Technologies Building").

     The following properties are owned by Fund X and XI Associates through
     investments in joint ventures with the Operating Partnership: (i) a one-
     story office and warehouse building in Fountain Valley,

                                      F-7
<PAGE>

     California (the "Cort Building") and (ii) a warehouse and office building
     in Fremont, California (the "Fairchild Building").

     Use of Estimates and Factors Affecting the Partnership

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     The carrying values of real estate are based on management's current intent
     to hold the real estate assets as long-term investments. The success of the
     Partnership's future operations and the ability to realize the investment
     in its assets will be dependent on the Partnership's ability to maintain
     rental rates, occupancy, and an appropriate level of operating expenses in
     future years. Management believes that the steps it is taking will enable
     the Partnership to realize its investment in its assets.

     Income Taxes

     The Partnership is not subject to federal or state income taxes, and
     therefore, none have been provided for in the accompanying financial
     statements. The partners are required to include their respective shares of
     profits and losses in their individual income tax returns.

     Distributions of Net Cash From Operations

     Cash available for distribution, as defined by the partnership agreement,
     will be distributed to the limited partners quarterly. In accordance with
     the partnership agreement, distributions are paid first to limited partners
     holding Class A units until they have received a 10% per annum return on
     their net capital contributions, as defined. Then distributions are paid to
     the general partners until they have received 10% of the total amount thus
     far distributed. Any remaining cash available for distribution is split 90%
     to the limited partners holding Class A units and 10% to the general
     partners. No such distributions will be made to the limited partners
     holding Class B units.

     Distribution of Sales Proceeds

     Upon sales of properties, the net sales proceeds will be distributed in the
     following order:

         .    To limited partners holding units which at any time have been
              treated as Class B units until they receive an amount necessary to
              equal the net cash available for distribution received by the
              limited partners holding Class A units

         .    To limited partners on a per unit basis until each limited partner
              has received 100% of their net capital contributions, as defined

         .    To all limited partners on a per unit basis until they receive a
              cumulative 10% per annum return on their net capital
              contributions, as defined

         .    To limited partners on a per unit basis until they receive an
              amount equal to their preferential limited partner return (defined
              as the sum of a 10% per annum cumulative return on net capital
              contributions for all periods during which the units were treated
              as Class A units and

                                      F-8
<PAGE>

              a 15% per annum cumulative return on net capital contributions for
              all periods during which the units were treated as Class B 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

         .    Thereafter, 80% to the limited partners on a per unit basis and
              20% to the general partners

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

     Net income is defined as net income recognized by the Partnership,
     excluding deductions for depreciation and amortization. Net income, as
     defined, of the Partnership will be allocated each year in the same
     proportion that net cash from operations is distributed to the partners. 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 Class
     A units and 1% to the general partners.

     Net loss, depreciation, and amortization deductions for each fiscal year
     will be allocated as follows: (a) 99% to the limited partners holding Class
     B units and 1% to the general partners until their capital accounts are
     reduced to zero; (b) then to any partner having a positive balance in his
     capital account in an amount not to exceed such positive balance; and (c)
     thereafter to the general partners.

     Gain on the sale or exchange of the Partnership's properties will be
     allocated generally in the same manner that the net proceeds from such sale
     are distributed to partners after the following allocations are made, if
     applicable: (a) allocations made pursuant to the qualified income offset
     provisions of the partnership agreement; (b) allocations to partners having
     negative capital accounts until all negative capital accounts have been
     restored to zero; and (c) allocations to limited partners holding Class B
     units in amounts equal to the deductions for depreciation and amortization
     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.

     Investment in Joint Ventures

     Basis of Presentation. The Partnership does not have control over the
     operations of the joint ventures; however, it does exercise significant
     influence. Accordingly, the Partnership's investment in the joint ventures
     is recorded using the equity method of accounting.

     Real Estate Assets. Real estate assets held by the joint ventures are
     stated at cost less accumulated depreciation. Major improvements and
     betterments are capitalized when they extend the useful life of the related
     asset. All repairs and maintenance are expensed as incurred.

     Management continually monitors events and changes in circumstances which
     could indicate that carrying amounts of real estate assets may not be
     recoverable. When events or changes in circumstances are present which
     indicate that the carrying amounts of real estate assets may not be
     recoverable, management assesses the recoverability of real estate assets
     by determining whether the carrying value of

                                      F-9
<PAGE>

     such real estate assets will be recovered through the future cash flows
     expected from the use of the asset and its eventual disposition. Management
     has determined that there has been no impairment in the carrying value of
     real estate assets held by the joint ventures as of December 31, 1999.

     Depreciation for buildings and improvements is calculated using the
     straight-line method over 25 years. Tenant improvements are amortized over
     the life of the related lease or the life of the asset, whichever is
     shorter.

     Revenue Recognition. All leases on real estate assets held by the joint
     ventures are classified as operating leases, and the related rental income
     is recognized on a straight-line basis over the terms of the respective
     leases.

     Partners' Distributions and Allocations of Profit and Loss. Cash available
     for distribution and allocations of profit and loss to the Partnership by
     the joint ventures are made in accordance with the terms of the individual
     joint venture agreements. Generally, these items are allocated in
     proportion to the partners' respective ownership interests. Cash is paid
     from the joint ventures to the Partnership on a quarterly basis.

     Deferred Lease Acquisition Costs. Costs incurred to procure operating
     leases are capitalized and amortized on a straight-line basis over the
     terms of the related leases.

     Cash and Cash Equivalents

     For the purposes of the statements of cash flows, the Partnership considers
     all highly liquid investments purchased with an original maturity of three
     months or less to be cash equivalents. Cash equivalents include cash and
     short-term investments. Short-term investments are stated at cost, which
     approximates fair value, and consist of investments in money market
     accounts.

     Per Unit Data

     Net income (loss) per unit with respect to the Partnership for the years
     ended December 31, 1999 and 1998 is computed based on the weighted average
     number of units outstanding during the period.


2.   DEFERRED PROJECT COSTS

     The Partnership paid a percentage of limited partner contributions to Wells
     Capital, Inc. (the "Company"), the general partner of Wells Partners, for
     acquisition and advisory services. These payments, as stipulated by the
     partnership agreement, can be up to 5% of the limited partner
     contributions, subject to certain overall limitations contained in the
     partnership agreement. Aggregate fees paid through December 31, 1999 were
     $1,085,157 and amounted to 4% of the limited partners' contributions
     received. These fees are allocated to specific properties as they are
     purchased or developed and are included in capitalized assets of the joint
     venture. Deferred project costs at December 31, 1999 and 1998 represent
     fees not yet applied to properties.


3.   DEFERRED OFFERING COSTS

     Organization and offering expenses, to the extent they exceed 5% of the
     gross proceeds, were paid by the Company and not by the Partnership.
     Organization and offering expenses do not include sales or

                                      F-10
<PAGE>

     underwriting commissions, but do include such costs as legal and accounting
     fees, printing costs, and other offering expenses.

     As of December 31, 1998, the Company paid organization and offering
     expenses on behalf of the Partnership in the aggregate amount of
     $1,614,470, of which the Company was reimbursed $1,356,447, which did not
     exceed the 5% limitation. The Company absorbed the remaining $258,023 of
     offering and organization expenses which exceeded the 5% limitation.

4.   RELATED-PARTY TRANSACTIONS

     Due from affiliates at December 31, 1999 and 1998 represents the
     Partnership's share of cash to be distributed from its joint venture
     investments for the fourth quarter of 1999 and 1998:

<TABLE>
<CAPTION>
                                                          1999            1998
                                                        --------        --------
        <S>                                             <C>             <C>
        Fund IX, X, XI, and REIT Joint Venture          $415,764        $497,175
        Fund X and XI Associates                          82,532          82,428
                                                        --------        --------
                                                        $498,296        $579,603
                                                        ========        ========
</TABLE>

     The Partnership entered into a property management agreement with Wells
     Management Company, Inc. ("Wells Management"), an affiliate of the general
     partners. In consideration for supervising the management of the
     Partnership's properties, the Partnership will generally pay Wells
     Management management and leasing fees equal to (a) 3% of the gross
     revenues for management and 3% of the gross revenues for leasing (aggregate
     maximum of 6%) plus a separate 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 which are leased on a long-term net basis (ten or
     more years), 1% of the gross revenues except for initial leasing fees equal
     to 3% of the gross revenues over the first five years of the lease term.

     The Partnership incurred management and leasing fees and lease acquisition
     costs, at the joint venture level, of $132,731 and $97,730 for the years
     ended December 31, 1999 and 1998, respectively, which were paid to Wells
     Management.

     The Company performs certain administrative services for the Partnership,
     such as accounting and other Partnership administration, and incurs the
     related expenses. Such expenses are allocated among the various Wells Real
     Estate Funds based on time spent on each fund by individual administrative
     personnel. In the opinion of management, such allocation is a reasonable
     estimation of such expenses.

     The general partners are also general partners of other Wells Real Estate
     Funds. As such, there may exist conflicts of interest where the general
     partners in the capacity as general partners of other Wells Real Estate
     Funds may be in competition with the Partnership for tenants in similar
     geographic markets.

                                      F-11
<PAGE>

5.   INVESTMENT IN JOINT VENTURES

     The Partnership's investment and percentage ownership in joint ventures at
     December 31, 1999 and 1998 is summarized as follows:

<TABLE>
<CAPTION>
                                                              1999                           1998
                                                      -----------------------         ----------------------
                                                        Amount        Percent            Amount      Percent
                                                      -----------     -------         -----------    -------
     <S>                                              <C>             <C>             <C>            <C>
     Fund IX, X, XI, and REIT Joint Venture           $18,000,869       48%           $18,707,139       50%
     Fund X and XI Associates                           3,341,080       58              3,420,137       58
                                                      -----------                     -----------
                                                      $21,341,949                     $22,127,276
                                                      ===========                     ===========
</TABLE>

     The following is a rollforward of the Partnership's investment in joint
     ventures for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                  1999               1998
                                                                               -----------       ------------
     <S>                                                                       <C>               <C>
     Investment in joint ventures, beginning of year                           $22,127,276       $  3,662,803
     Equity in income of joint ventures                                          1,309,281            869,555
     Contributions to joint ventures                                                     0         19,061,367
     Distributions from joint ventures                                          (2,094,608)        (1,466,449)
                                                                               -----------       ------------
     Investment in joint ventures, end of year                                 $21,341,949       $ 22,127,276
                                                                               ===========       ============
</TABLE>

     Fund IX, X, XI, and REIT Joint Venture

     On March 20, 1997, the Partnership entered into a joint venture agreement
     with Wells Fund IX. The joint venture, Fund IX and X Associates, was formed
     to acquire, develop, operate, and sell real properties. On March 20, 1997,
     Wells Fund IX contributed a 5.62-acre tract of real property in Knoxville,
     Tennessee, and improvements thereon, known as the ABB Building, to the Fund
     IX and X Associates joint venture. A 83,885-square-foot, three-story office
     building was constructed and commenced operations at the end of 1997.

     On February 13, 1998, the joint venture purchased a two-story office
     building, known as the Ohmeda Building, in Louisville, Colorado. On March
     20, 1998, the joint venture purchased a three-story office building, known
     as the 360 Interlocken Building, in Broomfield, Colorado. On April 1, 1998,
     the Partnership purchased a one-story warehouse facility, known as the
     Iomega Corporation Building, in Ogden, Utah. On June 11, 1998, Fund IX and
     X Associates was amended and restated to admit Wells Fund XI and the
     Operating Partnership. The joint venture was renamed Fund IX, X, XI, and
     REIT Joint Venture. On June 24, 1998, the new joint venture purchased a
     one-story office building, know as the Lucent Technologies Building, in
     Oklahoma City, Oklahoma. On July 1, 1998, the Partnership contributed the
     Iomega Corporation Building to Fund IX, X, XI, and REIT Joint Venture.

                                      F-12
<PAGE>

     Following are the financial statements for the Fund IX, X, XI, and REIT
     Joint Venture:

                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                Assets

                                                                                   1999              1998
                                                                               ------------       ------------
      <S>                                                                      <C>                <C>
      Real estate assets, at cost:
          Land                                                                 $  6,698,020       $  6,454,213
          Building and improvements, less accumulated depreciation of
             $2,792,068 in 1999 and $1,253,156 in 1998                           29,878,541         30,686,845
          Construction in progress                                                        0                990
                                                                               ------------       ------------
                    Total real estate assets                                     36,576,561         37,142,048
      Cash and cash equivalents                                                   1,146,874          1,329,457
      Accounts receivable                                                           554,965            133,257
      Prepaid expenses and other assets                                             526,409            441,128
                                                                               ------------       ------------
                    Total assets                                               $ 38,804,809       $ 39,045,890
                                                                               ============       ============

                                               Liabilities and Partners' Capital

      Liabilities:
          Accounts payable                                                     $    704,914       $    409,737
          Due to affiliates                                                           6,379              4,406
          Partnership distributions payable                                         804,734          1,000,127
                                                                               ------------       ------------
                    Total liabilities                                             1,516,027          1,414,270
                                                                               ------------       ------------
      Partners' capital:
          Wells Real Estate Fund IX                                              14,590,626         14,960,100
          Wells Real Estate Fund X                                               18,000,869         18,707,139
          Wells Real Estate Fund XI                                               3,308,403          2,521,003
          Wells Operating Partnership, L.P.                                       1,388,884          1,443,378
                                                                               ------------       ------------
                    Total partners' capital                                      37,288,782         37,631,620
                                                                               ------------       ------------
                    Total liabilities and partners' capital                    $ 38,804,809       $ 39,045,890
                                                                               ============       ============
</TABLE>

                                      F-13
<PAGE>

                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                          Statements of Income (Loss)
             for the Years Ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                                                     1999              1998            1997
                                                                  ----------        ----------      ---------
<S>                                                               <C>               <C>             <C>
Revenues:
    Rental income                                                 $3,932,962        $2,945,980       $ 28,512
    Interest income                                                  120,080            20,438              0
                                                                  ----------        ----------      ---------
                                                                   4,053,042         2,966,418         28,512
                                                                  ----------        ----------      ---------
Expenses:
    Depreciation                                                   1,538,912         1,216,293         36,863
    Management and leasing fees                                      286,139           226,643          1,711
    Operating costs, net of reimbursements                           (43,501)         (140,506)        10,118
    Property administration expense                                   63,311            34,821              0
    Legal and accounting                                              35,937            15,351              0
                                                                  ----------        ----------      ---------
                                                                   1,880,798         1,352,602         48,692
                                                                  ----------        ----------      ---------
Net income (loss)                                                 $2,172,244        $1,613,816       $(20,180)
                                                                  ==========        ==========      =========

Net income (loss) allocated to Wells Real Estate Fund IX          $  850,072        $  692,116       $(10,145)
                                                                  ==========        ==========      =========

Net income (loss) allocated to Wells Real Estate Fund X           $1,056,316        $  787,481       $(10,035)
                                                                  ==========        ==========      =========

Net income allocated to Wells Real Estate Fund XI                 $  184,355        $   85,352       $      0
                                                                  ==========        ==========      =========

Net income allocated to Wells Operating Partnership, L.P.         $   81,501        $   48,867       $      0
                                                                  ==========        ==========      =========
</TABLE>


                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
             for the Years Ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                      Wells Real    Wells Real    Wells Real            Wells            Total
                                        Estate        Estate        Estate            Operating        Partners'
                                        Fund IX       Fund X        Fund XI       Partnership, L.P.     Capital
                                      -----------   -----------   ----------      ----------------    -----------
<S>                                   <C>           <C>           <C>             <C>                 <C>
Balance, December 31, 1996            $         0   $         0   $        0         $           0    $         0
   Net loss                               (10,145)      (10,035)           0                     0        (20,180)
   Partnership contributions            3,712,938     3,672,838            0                     0      7,385,776
                                      -----------   -----------   ----------      ----------------    -----------
Balance, December 31, 1997              3,702,793     3,662,803            0                     0      7,365,596
   Net income                             692,116       787,481       85,352                48,867      1,613,816
   Partnership contributions           11,771,312    15,613,477    2,586,262             1,480,741     31,451,792
   Partnership distributions           (1,206,121)   (1,356,622)    (150,611)              (86,230)    (2,799,584)
                                      -----------   -----------   ----------      ----------------    -----------
Balance, December 31, 1998             14,960,100    18,707,139    2,521,003             1,443,378     37,631,620
   Net income                             850,072     1,056,316      184,355                81,501      2,172,244
   Partnership contributions              198,989             0      911,027                     0      1,110,016
   Partnership distributions           (1,418,535)   (1,762,586)    (307,982)             (135,995)    (3,625,098)
                                      -----------   -----------   ----------      ----------------    -----------
Balance, December 31, 1999            $14,590,626   $18,000,869   $3,308,403         $   1,388,884    $37,288,782
                                      ===========   ===========   ==========      ================    ===========
</TABLE>

                                      F-14
<PAGE>

                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
             for the Years Ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                     1999               1998             1997
                                                                  ----------        ------------     -----------
<S>                                                               <C>               <C>              <C>
Cash flows from operating activities:
    Net income (loss)                                             $2,172,244        $  1,613,816     $    (20,180)
                                                                  ----------        ------------     ------------
    Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                            1,538,912           1,216,293           36,863
           Changes in assets and liabilities:
              Accounts receivable                                   (421,708)            (92,745)         (40,512)
              Prepaid expenses and other assets                      (85,281)           (111,818)        (329,310)
              Accounts payable                                       295,177              29,967          379,770
              Due to affiliates                                        1,973               1,927            2,479
                                                                  ----------        ------------     ------------
                 Total adjustments                                 1,329,073           1,043,624           49,290
                                                                  ----------        ------------     ------------
                 Net cash provided by operating
                     activities                                    3,501,317           2,657,440           29,110
                                                                  ----------        ------------     ------------
Cash flows from investing activities:
    Investment in real estate                                       (930,401)        (24,788,070)      (5,715,847)
                                                                  ----------        ------------     ------------
Cash flows from financing activities:
    Distributions to joint venture partners                       (3,820,491)         (1,799,457)               0
    Contributions received from partners                           1,066,992          24,970,373        5,975,908
                                                                  ----------        ------------     ------------
                 Net cash (used in) provided by
                     financing activities                         (2,753,499)         23,170,916        5,975,908
                                                                  ----------        ------------     ------------
Net (decrease) increase in cash and cash equivalents                (182,583)          1,040,286          289,171
Cash and cash equivalents, beginning of year                       1,329,457             289,171                0
                                                                  ----------        ------------     ------------
Cash and cash equivalents, end of year                            $1,146,874        $  1,329,457     $    289,171
                                                                  ----------        ------------     ------------

Supplemental disclosure of noncash activities:
    Deferred project costs contributed to joint venture           $   43,024        $  1,470,780     $    318,981
                                                                  ==========        ============     ============

    Contribution of real estate assets to joint venture           $        0        $  5,010,639     $  1,090,887
                                                                  ==========        ============     ============
</TABLE>

Fund X and XI Associates

On July 17, 1998, the Partnership and Wells Fund XI entered into a joint venture
agreement. The joint venture, Fund X and XI Associates, was formed to acquire,
develop, operate, and sell real properties. On July 15, 1998, the Operating
Partnership entered into a joint venture agreement with Wells Development
Corporation, referred to as Wells/Fremont Associates. On July 21, 1998,
Wells/Fremont Associates acquired a 58,424-square-foot warehouse and office
building located in Fremont, California, known as the Fairchild Building.

                                      F-15
<PAGE>

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a 52,000-
square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Building.

Fund X and XI Associates acquired Wells Development Corporation's interest in
Wells/Orange County Associates which resulted in Fund X and XI Associates
becoming a joint venture partner with the Operating Partnership in the ownership
of the Cort Building.

Following are the financial statements for Fund X and XI Associates:

                           Fund X and XI Associates
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                    Assets

                                                                1999             1998
                                                            ----------        ----------
<S>                                                         <C>               <C>
Investment in joint ventures                                $5,760,615        $5,896,921
Due from affiliates                                            142,299           142,120
                                                            ----------        ----------
              Total assets                                  $5,902,914        $6,039,041
                                                            ==========        ==========


                       Liabilities and Partners' Capital

Liabilities:
    Partnership distributions payable                       $   142,299       $   142,120
                                                            -----------       -----------
Partners' capital:
    Wells Real Estate Fund X                                  3,341,081         3,420,137
    Wells Real Estate Fund XI                                 2,419,534         2,476,784
                                                            -----------       -----------
              Total partners' capital                         5,760,615         5,896,921
                                                            -----------       -----------
              Total liabilities and partners' capital       $ 5,902,914       $ 6,039,041
                                                            ===========       ===========
</TABLE>

                                      F-16
<PAGE>

                           Fund X and XI Associates
                           (A Georgia Joint Venture)
                             Statements of Income
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                             1999            1998
                                                                                           --------        --------
<S>                                                                                        <C>             <C>
Equity in income of joint ventures                                                         $436,158        $138,885
Expenses                                                                                          0               0
                                                                                           --------        --------
Net income                                                                                 $436,158        $138,885
                                                                                           --------        --------

Net income allocated to Wells Real Estate Fund X                                           $252,966        $ 82,074
                                                                                           --------        --------

Net income allocated to Wells Real Estate Fund XI                                          $183,192        $ 56,811
                                                                                           ========        ========
</TABLE>

                           Fund X and XI Associates
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
                for the Years Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                Wells Real          Wells Real           Total
                                                                  Estate              Estate           Partners'
                                                                  Fund X              Fund XI           Capital
                                                             ----------------     --------------     -------------
<S>                                                             <C>                 <C>                <C>
Balance, December 31, 1997                                         $        0        $        0        $        0
   Net income                                                          82,074            56,811           138,885
   Partnership contributions                                        3,447,890         2,498,716         5,946,606
   Partnership distributions                                         (109,827)          (78,743)         (188,570)
                                                                   ----------        ----------        ----------
Balance, December 31, 1998                                          3,420,137         2,476,784         5,896,921
   Net income                                                         252,966           183,192           436,158
   Partnership distributions                                         (332,022)         (240,442)         (572,464)
                                                                   ----------        ----------        ----------
Balance, December 31, 1999                                         $3,341,081        $2,419,534        $5,760,615
                                                                   ==========        ==========        ==========
</TABLE>

                                      F-17
<PAGE>

                           Fund X and XI Associates
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                          1999                  1998
                                                                                       ---------           -----------
<S>                                                                                    <C>                 <C>
Cash flows from operating activities:
   Net income                                                                          $ 436,158           $   138,885
   Adjustments to reconcile net income to net cash provided by operating
      activities:
         Equity in income of joint ventures                                             (436,158)             (138,885)
                                                                                     -----------          ------------
               Net cash provided by operating activities                                       0                     0
                                                                                     -----------          ------------
Cash flows from investing activities:
   Distributions received from joint ventures                                            572,285                46,450
   Investment in joint ventures                                                                0            (5,695,000)
                                                                                     -----------          ------------
               Net cash provided by (used in) investing activities                       572,285            (5,648,550)
                                                                                     -----------          ------------
Cash flows from financing activities:
   Contributions received from partners                                                        0             5,695,000
   Distributions to joint venture partners                                              (572,285)              (46,450)
                                                                                     -----------          ------------
               Net cash (used in) provided by financing activities                      (572,285)            5,648,550
                                                                                     -----------          ------------
Net increase in cash and cash equivalents                                                      0                     0
Cash and cash equivalents, beginning of year                                                   0                     0
                                                                                     -----------          ------------
Cash and cash equivalents, end of year                                                 $       0           $         0
                                                                                     ===========          ============
Supplemental disclosure of noncash activities:
   Deferred project costs contributed to joint venture                                 $       0           $   251,606
                                                                                     ===========          ============
</TABLE>

Fund X and XI Associates' investment and percentage ownership in joint ventures
at December 31, 1999 and 1998 are summarized as follows:

<TABLE>
<CAPTION>
                                                                     1999                                        1998
                                                      ----------------------------------           -------------------------------
                                                         Amount                Percent                Amount             Percent
                                                      ------------           -----------           ------------        -----------
<S>                                                   <C>                    <C>                   <C>                 <C>
Wells/Orange County Associates                         $3,732,262                56%                $3,816,766             56%
Wells/Fremont Associates                                2,028,353                22                  2,080,155             22
                                                      -----------                                   ----------
                                                       $5,760,615                                   $5,896,921
                                                      ===========                                   ==========
</TABLE>

                                      F-18
<PAGE>

The following is a rollforward of Fund X and XI Associates'  investment in joint
ventures for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                          1999              1998
                                                                                       ----------        ----------
        <S>                                                                            <C>               <C>
        Investment in joint venture, beginning of year                                 $5,896,921        $         0
        Equity in income of joint venture                                                 436,158            138,885
        Contributions to joint venture                                                          0          5,946,606
        Distributions from joint venture                                                 (572,464)          (188,570)
                                                                                      -----------        -----------
        Investment in joint venture, end of year                                       $5,760,615        $ 5,896,921
                                                                                      ===========        ===========
</TABLE>

Following are the financial statements for Wells/Orange County Associates:


                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                    Assets

                                                                                        1999                   1998
                                                                                       ------                 ------
<S>                                                                                   <C>                    <C>
Real estate assets, at cost:
    Land                                                                              $2,187,501             $2,187,501
    Building, less accumulated depreciation of $278,652 in 1999 and
    $92,087 in 1998                                                                    4,385,463              4,572,028
                                                                                      ----------             ----------
              Total real estate assets                                                 6,572,964              6,759,529
Cash and cash equivalents                                                                176,666                180,895
Accounts receivable                                                                       49,679                 13,123
                                                                                      ----------             ----------
              Total assets                                                            $6,799,309             $6,953,547
                                                                                      ==========             ==========

                       Liabilities and Partners' Capital


Liabilities:
    Accounts payable                                                                  $        0             $    1,550
    Partnership distributions payable                                                    173,935                176,614
                                                                                      ----------             ----------
          Total liabilities                                                              173,935                178,164
                                                                                      ----------             ----------
Partners' capital:
    Wells Operating Partnership, L.P.                                                  2,893,112              2,958,617
    Fund X and XI Associates                                                           3,732,262              3,816,766
                                                                                      ----------             ----------
    Total partners' capital                                                            6,625,374              6,775,383
                                                                                      ----------             ----------
          Total liabilities and partners' capital                                     $6,799,309             $6,953,547
                                                                                      ==========             ==========
</TABLE>

                                      F-19
<PAGE>

                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                             Statements of Income
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                            1999                  1998
                                                                                         ----------            -----------
<S>                                                                                      <C>                   <C>
Revenues:
    Rental income                                                                          $795,545             $331,477
    Interest income                                                                               0                  448
                                                                                           --------              -------
                                                                                            795,545              331,925
                                                                                           --------              -------
Expenses:
    Depreciation                                                                            186,565               92,087
    Management and leasing fees                                                              30,360               12,734
    Operating costs, net of reimbursements                                                   22,229                2,288
    Interest                                                                                      0               29,472
    Legal and accounting                                                                      5,439                3,930
                                                                                           --------             --------
                                                                                            244,593              140,511
                                                                                           --------             --------
Net income                                                                                 $550,952             $191,414
                                                                                           ========             ========

Net income allocated to Wells Operating Partnership, l.p.                                  $240,585             $ 91,978
                                                                                           ========             ========

Net income allocated to Fund X and XI Associates                                           $310,367             $ 99,436
                                                                                           ========             ========

</TABLE>

                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                Wells
                                                              Operating              Fund X                Total
                                                             Partnership,            and XI              Partners'
                                                                 L.P.              Associates             Capital
                                                             ------------          ----------           ----------
<S>                                                          <C>                   <C>                  <C>
Balance, December 31, 1997                                     $        0          $        0           $        0
    Net income                                                     91,978              99,436              191,414
    Partnership contributions                                   2,991,074           3,863,272            6,854,346
    Partnership distributions                                    (124,435)           (145,942)            (270,377)
                                                             ------------          ----------           ----------
Balance, December 31, 1998                                      2,958,617           3,816,766            6,775,383
    Net income                                                    240,585             310,367              550,952
    Partnership distributions                                    (306,090)           (394,871)            (700,961)
                                                             ------------          ----------           ----------
Balance, December 31, 1999                                     $2,893,112          $3,732,262           $6,625,374
                                                             ============          ==========           ==========
</TABLE>

                                      F-20
<PAGE>

                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                           1999             1998
                                                                                        ----------     -----------
<S>                                                                                     <C>            <C>
Cash flows from operating activities:
    Net income                                                                          $  550,952     $   191,414
                                                                                        ----------     -----------
    Adjustments to reconcile net income to net cash provided by operating
       activities:
           Depreciation                                                                    186,565          92,087
           Changes in assets and liabilities:
              Accounts receivable                                                          (36,556)        (13,123)
              Accounts payable                                                              (1,550)          1,550
                                                                                        ----------     -----------
                 Total adjustments                                                         148,459          80,514
                                                                                        ----------     -----------
                 Net cash provided by operating activities                                 699,411         271,928
                                                                                        ----------     -----------
Cash flows from investing activities:
    Investment in real estate                                                                    0      (6,563,700)
                                                                                        ----------     -----------
Cash flows from financing activities:
    Issuance of note payable                                                                     0       4,875,000
    Payment of note payable                                                                      0      (4,875,000)
    Distributions to partners                                                             (703,640)        (93,763)
    Contributions received from partners                                                         0       6,566,430
                                                                                        ----------     -----------
                 Net cash (used in) provided by financing activities                      (703,640)      6,472,667
                                                                                        ----------     -----------
Net (decrease) increase in cash and cash equivalents                                        (4,229)        180,895
Cash and cash equivalents, beginning of year                                               180,895               0
                                                                                        ----------     -----------
Cash and cash equivalents, end of year                                                  $  176,666     $   180,895
                                                                                        ==========     ===========

Supplemental disclosure of noncash activities:

    Deferred project costs contributed to joint venture                                 $        0     $   287,916
                                                                                        ==========     ===========
</TABLE>

                                      F-21
<PAGE>

Following are the financial statements for Wells/Fremont Associates:

                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998

                                    Assets

<TABLE>
<CAPTION>
                                                                                        1999               1998
                                                                                     -----------        ----------
<S>                                                                                  <C>                <C>
Real estate assets, at cost:
    Land                                                                              $2,219,251        $2,219,251
    Building, less accumulated depreciation of $428,246 in 1999 and
       $142,720 in 1998                                                                6,709,912         6,995,439
                                                                                     -----------        ----------
              Total real estate assets                                                 8,929,163         9,214,690
Cash and cash equivalents                                                                189,012           192,512
Accounts receivable                                                                       92,979            34,742
                                                                                      ----------        ----------
              Total assets                                                            $9,211,154        $9,441,944
                                                                                      ==========        ==========

                       Liabilities and Partners' Capital

Liabilities:
    Accounts payable                                                                  $    2,015        $    3,565
    Due to affiliate                                                                       5,579             2,052
    Partnership distributions payable                                                    186,997           189,490
                                                                                      ----------        ----------
              Total liabilities                                                          194,591           195,107
                                                                                      ----------        ----------
Partners' capital:
    Wells Operating Partnership, L.P.                                                  6,988,210         7,166,682
    Fund X and XI Associates                                                           2,028,353         2,080,155
                                                                                      ----------        ----------
              Total partners' capital                                                  9,016,563         9,246,837
                                                                                      ----------        ----------
              Total liabilities and partners' capital                                 $9,211,154        $9,441,944
                                                                                      ==========        ==========
</TABLE>

                                      F-22
<PAGE>

                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                             Statements of Income
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                           1999              1998
                                                                                          ---------        --------
<S>                                                                                       <C>              <C>
Revenues:
    Rental income                                                                          $902,946        $401,058
    Interest income                                                                               0           3,896
                                                                                           --------        --------
                                                                                            902,946         404,954
                                                                                           --------        --------
Expenses:
    Depreciation                                                                            285,526         142,720
    Management and leasing fees                                                              37,355          16,726
    Operating costs, net of reimbursements                                                   16,006           3,364
    Interest                                                                                      0          73,919
    Legal and accounting                                                                      4,885           6,306
                                                                                           --------        --------
                                                                                            343,772         243,035
                                                                                           --------        --------
Net income                                                                                 $559,174        $161,919
                                                                                           ========        ========

Net income allocated to Wells Operating Partnership, L.P.                                  $433,383        $122,470
                                                                                           ========        ========

Net income allocated to Fund X and XI Associates                                           $125,791        $ 39,449
                                                                                           ========        ========
</TABLE>


                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
                for the Years Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                    Wells
                                                                  Operating           Fund X           Total
                                                                Partnership,          and XI          Partners'
                                                                    L.P.            Associates         Capital
                                                                -------------       ----------        -----------
<S>                                                             <C>                 <C>               <C>
Balance, December 31, 1997                                         $        0        $        0        $        0
   Net income                                                         122,470            39,449           161,919
   Partner contributions                                            7,274,075         2,083,334         9,357,409
   Partnership distributions                                         (229,863)          (42,628)         (272,491)
                                                                   ----------        ----------        ----------
Balance, December 31, 1998                                          7,166,682         2,080,155         9,246,837
   Net income                                                         433,383           125,791           559,174
   Partnership distributions                                         (611,855)         (177,593)         (789,448)
                                                                   ----------        ----------        ----------
Balance, December 31, 1999                                         $6,988,210        $2,028,353        $9,016,563
                                                                   ==========        ==========        ==========
</TABLE>

                                      F-23
<PAGE>

                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
                for the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                        1999                         1998
                                                                                    ------------                 ------------
<S>                                                                           <C>                         <C>
Cash flows from operating activities:
   Net income                                                                        $   559,174                 $    161,919
                                                                                   -------------                 ------------
   Adjustments to reconcile net income to net cash provided by operating
      activities:
         Depreciation                                                                    285,526                      142,720
         Changes in assets and liabilities:
            Accounts receivable                                                          (58,237)                     (34,742)
            Accounts payable                                                              (1,550)                       3,565
            Due to affiliate                                                               3,527                        2,052
                                                                                   -------------                 ------------
               Total adjustments                                                         229,266                      113,595
                                                                                   -------------                 ------------
               Net cash provided by operating activities                                 788,440                      275,514
                                                                                   -------------                 ------------
Cash flows from investing activities:
   Investment in real estate                                                                   0                   (8,983,111)
                                                                                   -------------                 ------------
Cash flows from financing activities:
   Issuance of note payable                                                                    0                    5,960,000
   Payment of note payable                                                                     0                   (5,960,000)
   Distributions to partners                                                            (791,940)                     (83,001)
   Contributions received from partners                                                        0                    8,983,110
                                                                                   -------------                 ------------
               Net cash (used in) provided by financing activities                      (791,940)                   8,900,109
                                                                                   -------------                 ------------
Net (decrease) increase in cash and cash equivalents                                      (3,500)                     192,512
Cash and cash equivalents, beginning of year                                             192,512                            0
                                                                                   -------------                 ------------
Cash and cash equivalents, end of year                                               $   189,012                 $    192,512
                                                                                   =============                 ============
Supplemental disclosure of noncash activities:
   Deferred project costs contributed to joint venture                               $         0                 $    374,299
                                                                                   =============                 ============

</TABLE>


                                      F-24
<PAGE>

6.   INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

     The Partnership's income tax basis net income for the year ended December
     31, 1999, 1998, and 1997 is calculated as follows:

<TABLE>
<CAPTION>
                                                                      1999               1998              1997
                                                                   -----------        ----------         --------
<S>                                                              <C>               <C>                <C>
Financial statement net income                                      $1,192,318        $1,050,329         $278,025
Increase (decrease) in net income resulting from:
    Depreciation expense for financial reporting purposes
       in excess of amounts for income tax purposes                    355,165           303,699                0
    Amortization expense for income tax purposes in
       excess of amounts for financial reporting purposes              (18,897)          (18,898)               0
    Rental income accrued for financial reporting
       purposes in excess of amounts for income tax
       purposes                                                        (80,234)          (59,667)               0
    Expenses capitalized for income tax purposes,
       deducted for financial reporting purposes                         1,419             1,553          104,518
                                                                   -----------        ----------         --------
Income tax basis net income                                         $1,449,771        $1,277,016         $382,543
                                                                   ===========        ==========         ========

</TABLE>

     The Partnership's income tax basis partners' capital at December 31, 1999
     and 1998 is computed as follows:

<TABLE>
<CAPTION>

                                                                     1999               1998              1997
                                                                 -----------        -----------        -----------
<S>                                                          <C>                 <C>                <C>
Financial statement partners' capital                            $21,618,834        $22,480,605        $23,075,040
Increase (decrease) in partners' capital resulting
    from:
       Depreciation expense for financial reporting
           purposes in excess of amounts for income
           tax purposes                                              658,864            303,699                  0
       Accumulated rental income accrued for
           financial reporting purposes in excess of
           amounts for income tax purposes                          (139,901)           (59,667)                 0
       Syndication costs                                           4,038,088          4,038,088          4,038,088
       Amortization expense for income tax purposes
           in excess of amounts for financial
           reporting purposes                                        (37,795)           (18,898)                 0
       Accumulated expenses deducted for financial
           reporting purposes, capitalized for income
           tax purposes                                              107,490            106,071            104,518
       Partnership's distributions payable                           518,288            532,000            294,309
                                                                 -----------        -----------        -----------
Income tax basis partners' capital                               $26,763,868        $27,381,898        $27,511,955
                                                                 ===========        ===========        ===========
</TABLE>

                                      F-25
<PAGE>

7.   RENTAL INCOME

     The future minimum rental income due from the Partnership's respective
     ownership interest in the joint ventures under noncancelable operating
     leases at December 31, 1999 is as follows:

            Year ended December 31:
                    2000                                $ 2,133,109
                    2001                                  2,118,798
                    2002                                  1,929,629
                    2003                                  1,916,412
                    2004                                  1,589,643
                 Thereafter                               2,503,461
                                                        -----------
                                                        $12,191,052
                                                        ===========

     Five tenants contributed 20%, 15%, 14%, 11%, and 10% of rental income. In
     additional, three tenants will contribute 24%, 19%, and 13% of future
     minimum rental income.

     The future minimum rental income due Fund IX, X, XI, and REIT Joint Venture
     under noncancelable operating leases at December 31, 1999 is as follows:

            Year ended December 31:
                   2000                                 $ 3,666,570
                   2001                                   3,595,686
                   2002                                   3,179,827
                   2003                                   3,239,080
                   2004                                   3,048,152
                Thereafter                                5,181,003
                                                        -----------
                                                        $21,910,318
                                                        ===========

     Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the
     year ended December 31, 1999. In addition, four tenants will contribute
     28%, 22%, 15%, and 10% of future minimum rental income.

     The future minimum rental income due Wells/Orange County Associates under
     noncancelable operating leases at December 31, 1999 is as follows:

            Year ended December 31:
                   2000                                  $  758,964
                   2001                                     809,580
                   2002                                     834,888
                   2003                                     695,740
                                                         ----------
                                                         $3,099,172
                                                         ==========

     One tenant contributed 100% of rental income for the year ended December
     31, 1999 and will contribute 100% of future minimum rental income.

                                      F-26
<PAGE>

   The future minimum rental income due Wells/Fremont Associates under
   noncancelable operating leases at December 31, 1999 is as follows:

                 Year ended December 31:
                         2000                   $  869,492
                         2001                      895,577
                         2002                      922,444
                         2003                      950,118
                         2004                      894,833
                                                ----------
                                                $4,532,464
                                                ==========

   One tenant contributed 100% of rental income for the year ended December 31,
   1999 and will contribute 100% of future minimum rental income.


8. QUARTERLY RESULTS (UNAUDITED)

   Presented below is a summary of the unaudited quarterly financial information
   for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                          1999 Quarters Ended
                                                      -----------------------------------------------------------
                                                        March 31      June 30       September 30     December 31
                                                      -----------   ----------   -----------------  -------------
   <S>                                                <C>           <C>          <C>                <C>
   Revenues                                           $ 347,197     $  313,173   $     350,686      $    298,225
   Net income                                           315,741        275,298         331,061           270,218
   Net income allocated to Class A limited
       partners                                         573,656        452,672         557,270           500,631
   Net loss allocated to Class B limited partners      (257,915)      (177,374)       (226,209)         (230,413)
   Net income per weighted average Class A
       limited partner unit                           $    0.27     $     0.21   $        0.26      $       0.23
   Net loss per weighted average Class B limited
       partner unit                                       (0.45)         (0.32)          (0.41)            (0.42)
   Cash distribution per weighted average
       Class A limited partner unit                        0.25           0.23            0.24              0.23

                                                                          1998 Quarters Ended
                                                      -----------------------------------------------------------
                                                        March 31      June 30      September 30      December 31
                                                      -----------   ----------   -----------------  -------------
   Revenues                                           $ 230,605     $  343,577   $     289,113      $    341,302
   Net income                                           210,978        232,912         275,348           331,091
   Net income (loss) allocated to general
       partners                                               0           (338)              0                 0
   Net income allocated to Class A limited
       partners                                         305,844        401,436         482,729           589,182
   Net loss allocated to Class B limited partners       (94,866)      (168,186)       (207,381)         (258,091)
   Net income per weighted average Class A
       limited partner unit                           $    0.15     $     0.19   $        0.23      $       0.28
   Net loss per weighted average Class B limited
       partner unit                                       (0.16)         (0.28)          (0.35)            (0.44)
   Cash distribution per weighted average
       Class A limited partner unit                        0.12           0.20            0.21              0.25
</TABLE>

                                      F-27
<PAGE>

9. COMMITMENTS AND CONTINGENCIES

   Management, after consultation with legal counsel, is not aware of any
   significant litigation or claims against the Partnership or the Company. In
   the normal course of business, the Partnership or the Company may become
   subject to such litigation or claims.

                                      F-28
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Wells Real Estate Fund IX, L.P.,
Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P., and
Wells Real Estate Investment
Trust, Inc.:


We have audited the  accompanying  balance  sheets of the ohmeda  building as of
December  31,  1999 and 1998 and the  related  statements  of income,  partners'
capital,  and cash flows for the year ended December 31, 1999 and for the period
from  inception  (February  13,  1998) to December  31,  1998.  These  financial
statements   are  the   responsibility   of  the  building's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of the Ohmeda  Building as of
December 31, 1999 and 1998 and the results of its  operations and its cash flows
for the year ended December 31, 1999 and for the period from inception (February
13,  1998)  to  December  31,  1998 in  conformity  with  accounting  principles
generally accepted in the United States.


Atlanta, Georgia
January 20, 2000

                                      F-29
<PAGE>

                              THE OHMEDA BUILDING


                                BALANCE SHEETS

                          DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                Assets

                                                                                       1999              1998
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
REAL ESTATE ASSETS:
    Land                                                                           $  2,746,894      $  2,746,894
    Building and improvements, less accumulated depreciation of
       $625,416 in 1999 and $299,112 in 1998                                          7,532,186         7,858,490
                                                                                   ------------      ------------
             Total real estate assets                                                10,279,080        10,605,384

CASH AND CASH EQUIVALENTS                                                               902,987           983,061

Accounts receivable                                                                     198,583            13,969
                                                                                   ------------      ------------
             Total assets                                                          $ 11,380,650      $ 11,602,414
                                                                                   ============      ============

                                                   LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
    Accounts payable and accrued expenses                                          $    249,707      $    157,691
    Distributions payable to partners                                                   815,107           825,380
                                                                                   ------------      ------------
             Total liabilities                                                        1,064,814           983,071
                                                                                   ------------      ------------
COMMITMENTS AND CONTINGENCIES (Note 4)

PARTNERS' CAPITAL:
    Wells Real Estate Fund IX, L.P.                                                   3,401,108         3,519,869
    Wells Real Estate Fund X, L.P.                                                    6,971,508         7,119,063
    Wells Real Estate Fund XI, L.P.                                                     (38,262)          (12,456)
    Wells Real Estate Investment Trust, Inc.                                            (18,518)           (7,133)
                                                                                   ------------      ------------
             Total partners' capital                                                 10,315,836        10,619,343
                                                                                   ------------      ------------
             Total liabilities and partners' capital                               $ 11,380,650      $ 11,602,414
                                                                                   ============      ============
</TABLE>

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

                                      F-30
<PAGE>

                              THE OHMEDA BUILDING


                             STATEMENTS OF INCOME

                   FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                         FOR THE PERIOD FROM INCEPTION

                   (FEBRUARY 13, 1998) TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                    1999             1998
                                                 -----------      -----------
<S>                                              <C>              <C>
REVENUES:
    Rental income                                $ 1,027,314        $898,901
                                                 -----------      -----------
EXPENSES:
    Depreciation                                     326,304         299,112
    Operating costs, net of reimbursements           (18,633)            663
    Management and leasing fees                       46,911          41,688
    Legal and accounting                               3,450           2,200
                                                 -----------      -----------
                                                     358,032         343,663
                                                 -----------      -----------
NET INCOME                                       $   669,282        $555,238
                                                 ===========      ===========

NET INCOME ALLOCATED TO WELLS REAL ESTATE
   FUND IX, L.P.                                 $   261,867        $243,597
                                                 ===========      ===========

NET INCOME ALLOCATED TO WELLS REAL ESTATE
   FUND X, L.P.                                  $   325,357        $271,294
                                                 ===========      ===========

NET INCOME ALLOCATED TO WELLS REAL ESTATE
   FUND XI, L.P.                                 $    56,955        $ 25,656
                                                 ===========      ===========

NET INCOME ALLOCATED TO WELLS REAL ESTATE
   INVESTMENT TRUST, INC.                        $    25,103        $ 14,691
                                                 ===========      ===========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-31
<PAGE>

                              THE OHMEDA BUILDING


                        STATEMENTS OF PARTNERS' CAPITAL

                   FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                         FOR THE PERIOD FROM INCEPTION

                   (FEBRUARY 13, 1998) TO DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                          Wells Real        Wells Real        Wells Real        Wells Real        Wells Real
                                            Estate            Estate            Estate            Estate            Estate
                                        Fund IX, L.P.     Fund IX, L.P.     Fund IX, L.P.     Fund IX, L.P.     Fund IX, L.P.
                                       ---------------   ---------------   ---------------   ---------------   ---------------
<S>                                    <C>               <C>               <C>               <C>               <C>
BALANCE, DECEMBER 31, 1997               $        0        $        0        $        0        $        0        $         0

    Contributions                         3,636,662         7,252,823                 0                 0         10,889,485
    Net income                              243,597           271,294            25,656            14,691            555,238
    Distributions                          (360,390)         (405,054)          (38,112)          (21,824)          (825,380)
                                       ---------------   ---------------   ---------------   ---------------   ---------------
BALANCE, DECEMBER 31, 1998                3,519,869         7,119,063           (12,456)           (7,133)        10,619,343

    Net income                              261,867           325,357            56,955            25,103            669,282
    Distributions                          (380,628)         (472,912)          (82,761)          (36,488)          (972,789)
                                       ---------------   ---------------   ---------------   ---------------   ---------------
BALANCE, DECEMBER 31, 1999               $3,401,108        $6,971,508        $  (38,262)       $  (18,518)       $10,315,836
                                       ===============   ===============   ===============   ===============   ===============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-32
<PAGE>

                              THE OHMEDA BUILDING


                           STATEMENTS OF CASH FLOWS

                   FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                         FOR THE PERIOD FROM INCEPTION

                   (FEBRUARY 13, 1998) TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                         1999             1998
                                                                      -----------     -------------
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                         $669,282        $   555,238
                                                                      -----------     -------------
    Adjustments to reconcile net income to net cash provided by
       operating activities:
           Depreciation                                                 326,304            299,112
           Changes in assets and liabilities:
              Accounts receivable                                      (184,614)           (13,969)
              Accounts payable and accrued expenses                      92,016            157,691
                                                                      -----------     -------------
                 Total adjustments                                      233,706            442,834
                                                                      -----------     -------------
                 Net cash provided by operating activities              902,988            998,072
                                                                      -----------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in real estate                                                 0        (10,904,496)
                                                                      -----------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Contributions received from partners                                      0         10,889,485
    Distributions paid to partners                                     (983,062)                 0
                                                                      -----------     -------------
                 Net cash (used in) provided by financing activities   (983,062)        10,889,485
                                                                      -----------     -------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                    (80,074)           983,061

CASH AND CASH EQUIVALENTS, beginning of period                          983,061                  0
                                                                      -----------     -------------
CASH AND CASH EQUIVALENTS, end of period                               $902,987        $   983,061
                                                                      -----------     -------------
</TABLE>

        The accompanying notes are an integral part of this statement.

                                      F-33
<PAGE>

                              THE OHMEDA BUILDING


                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 1999 AND 1998



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Organization and Business

    The Ohmeda Building ("Ohmeda") is a two-story office building located in
    Louisville, Colorado. The building is owned by Fund IX, X, XI, and REIT
    Associates, a joint venture between Wells Real Estate Fund IX, L.P. ("Fund
    IX"), Wells Real Estate Fund X, L.P. ("Fund X"), Wells Real Estate Fund XI,
    L.P. ("Fund XI"), and Wells Real Estate Investment Trust, Inc. ("REIT"). As
    of December 31, 1999, Fund IX, Fund X, Fund XI, and REIT owned 39%, 48%, 9%,
    and 4% of Ohmeda, respectively. Allocation of net income and distributions
    are made in accordance with ownership percentages.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    Income Taxes

    Ohmeda is not deemed to be a taxable entity for federal income tax purposes.

    Real Estate Assets

    Real estate assets are stated at cost, less accumulated depreciation. Major
    improvements and betterments are capitalized when they extend the useful
    life of the related asset. All repairs and maintenance are expensed as
    incurred.

    Management continually monitors events and changes in circumstances which
    could indicate that carrying amounts of real estate assets may not be
    recoverable. When events or changes in circumstances are present which
    indicate that the carrying amounts of real estate assets may not be
    recoverable, management assesses the recoverability of real estate assets by
    determining whether the carrying value of such real estate assets will be
    recovered through the future cash flows expected from the use of the asset
    and its eventual disposition. Management has determined that there has been
    no impairment in the carrying value of Ohmeda as of December 31, 1999.

    Depreciation is calculated using the straight-line method over 25 years.


                                     F-34
<PAGE>

     Revenue Recognition

     The lease on Ohmeda is classified as an operating lease, and the related
     rental income is recognized on a straight-line basis over the term of the
     lease.

     Cash and Cash Equivalents

     For the purpose of the statements of cash flow, Ohmeda considers all highly
     liquid investments purchased with an original maturity of three months or
     less to be cash equivalents. Cash equivalents include cash and short-term
     investments. Short-term investments are stated at cost, which approximates
     fair value, and consist of investments in money market.


2.   RENTAL INCOME

     The future minimum rental income due Ohmeda under noncancelable operating
     leases at December 31, 1999 is as follows:

                 Year ending December 31:
                     2000                       $1,004,517
                     2001                        1,004,517
                     2002                        1,004,517
                     2003                        1,050,509
                     2004                        1,102,639
                 Thereafter                         92,250
                                                ----------
                                                $5,258,949
                                                ==========

     One tenant contributed 100% of rental income for the year ended December
     31, 1999 and represents 100% of the future minimum rental income above.


3.   RELATED-PARTY TRANSACTIONS

     Fund IX, Fund X, Fund XI, and REIT Associates entered into a property
     management agreement with Wells Management Company, Inc. ("Wells
     Management"), an affiliate of Fund IX, Fund X, Fund XI, and REIT
     Associates. In consideration for supervising management of the property,
     Fund IX, Fund X, Fund XI, and REIT Associates will generally pay Wells
     Management management and leasing fees equal to (a) 3% of the gross
     revenues for management and 3% of the gross revenues for leasing (aggregate
     maximum of 6%) plus a separate 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 which are leased on a long-term net basis (ten or
     more years), 1% of the gross revenues except for initial leasing fees equal
     to 3% of the gross revenues over the first five years of the lease term.

     Ohmeda incurred management and leasing fees of $46,911 and $41,688 for the
     years ended December 31, 1999 and 1998, respectively, which were paid to
     Wells Management.

                                     F-35
<PAGE>

4.   COMMITMENTS AND CONTINGENCIES

     Management, after consultation with legal counsel, is not aware of any
     significant litigation or claims against Ohmeda or its partners. In the
     normal course of business, Ohmeda or its partners may become subject to
     such litigation or claims.

                                     F-36
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)

      SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                               DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                Initial Cost                              Gross Amount at Which
                                                         --------------------------     Costs of      ----------------------------
                                                                     Buildings and    Capitalized                   Buildings and
      Description            OWNERSHIP  Encumbrances        Land      Improvements    Improvements       Land       Improvements
------------------------     ---------  ------------     ---------   --------------  --------------   ---------    ---------------
<S>                          <C>        <C>            <C>           <C>             <C>             <C>            <C>
ABB PROPERTY (a)                48%         None       $   582,897    $   744,164      $6,616,885    $   607,930    $ 7,336,016

LUCENT TECHNOLOGIES (b)         48          None         1,002,723      4,386,374         242,241      1,051,138      4,580,200

360 INTERLOCK (c)               48          None         1,570,000      6,733,500         437,266      1,650,070      7,090,696

IOMEGA PROPERTY (d)             48          None           597,000      4,674,624         876,459        641,988      5,506,095

OHMEDA PROPERTY (e)             48          None         2,613,600      7,762,481         528,415      2,746,894      8,157,602

FAIRCHILD PROPERTY (f)          11          None         2,130,480      6,852,630         374,300      2,219,251      7,138,159

ORANGE COUNTY PROPERTY (g)      35          None         2,100,000      4,463,700         287,916      2,187,501      4,664,115
                                                       -----------    -----------      ----------    -----------    -----------
              Total                                    $10,596,700    $35,617,473      $9,363,482    $11,104,772    $44,472,883
                                                       ===========    ===========      ==========    ===========    ===========

<CAPTION>
                                Carried at December 31, 1999
                                ----------------------------                                                       Life on Which
                                Construction                    Accumulated          Date of          Date         Depreciation
        Description             in Progress         Total       Depreciation       Construction      Acquired      Is Computed (h)
---------------------           ------------    ------------    ------------       ------------     ---------     ----------------
<S>                             <C>             <C>             <C>                <C>              <C>           <C>
ABB PROPERTY (a)                     $0         $  7,943,946      $1,049,682           1997          12/10/96      20 to 25 years

LUCENT TECHNOLOGIES (b)               0            5,631,338         290,075           1998          06/24/98      20 to 25 years

360 INTERLOCK (c)                     0            8,740,766         524,979           1996          03/20/98      20 to 25 years

IOMEGA PROPERTY (d)                   0            6,148,083         301,916           1998          07/01/98      20 to 25 years

OHMEDA PROPERTY (e)                   0           10,904,496         625,416           1998          02/13/98      20 to 25 years

FAIRCHILD PROPERTY (f)                0            9,357,410         428,246           1998          07/21/98      20 to 25 years

ORANGE COUNTY PROPERTY (g)            0            6,851,616         278,652           1998          07/31/98      20 to 25 years
                                ------------    ------------    ------------
              Total                  $0         $ 55,577,655      $3,498,966
                                ============    ============    ============
</TABLE>

               (a)  The ABB Property consists of a three-story office building
                    located in Knoxville, Tennessee. It is owned by Fund
                    IX-X-XI-REIT Joint Venture.
               (b)  The Lucent Technologies property consists of a one-story
                    office building located in Oklahoma City, Oklahoma. It is
                    owned by Fund IX-X-XI-REIT Joint Venture.
               (c)  The 360 Interlocken property consists of a three-story
                    multi- tenant office building located in Broomfield,
                    Colorado. It is owned by Fund IX-X-XI-REIT Joint Venture.
               (d)  The Iomega Property consists of a one-story warehouse and
                    office building located in Ogden, Utah. It is owned by Fund
                    IX-X-XI-REIT Joint Venture.
               (e)  Ohmeda Property consists of a two-story office building
                    located in Louisville, Colorado. It is owned by Fund
                    IX-X-XI- REIT Joint Venture.
               (f)  Fairchild Property consists of a two-story warehouse and
                    office building located in Fremont, California. It is owned
                    by Wells/Freemont Associates.
               (g)  The Orange County Property consists of a one-story warehouse
                    and office building located in Fountain Valley, California.
                    It is owned by Wells/Orange County Associates.
               (h)  Depreciation lives used for buildings are 25 years.
                    Depreciation lives used for land improvements are 20 years.

                                      S-1
<PAGE>

                        WELLS REAL ESTATE FUND X, L.P.

                    (A Georgia Public Limited Partnership)


      SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                               DECEMBER 31, 1999





                                                    Cost         Accumulated
                                                                 Depreciation
                                                -------------   -------------
BALANCE AT DECEMBER 31, 1996                      $         0      $        0

    1997 additions                                  7,125,715          36,863
                                                 ------------     -----------
BALANCE AT DECEMBER 31, 1997                        7,125,715          36,863

    1998 additions                                 47,478,516       1,451,050
                                                 ------------     -----------
BALANCE AT DECEMBER 31, 1998                       54,604,231       1,487,913

    1999 additions                                    973,434       2,011,053
                                                 ------------     -----------
BALANCE AT DECEMBER 31, 1999                      $55,577,655      $3,498,966
                                                 ============     ===========

                                      S-2
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

                       (Wells Real Estate Fund X, L.P.)


     The  following  documents  are filed as exhibits to this report.  Those
exhibits  previously filed and  incorporated  herein by reference are identified
below by an asterisk. For each such asterisked exhibit, there is shown below the
description  of the previous  filing.  Exhibits  which are not required for this
report are omitted.

Exhibit
Number    Description of Document

*3(a)     Amended and Restated Agreement of Limited Partnership of Wells Real
          Estate Fund X, L.P. (Exhibit 3(a) to Form S-11 Registration Statement
          of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P.,
          as amended to date, Commission File No. 333-7979)

*3(b)     Certificate of Limited Partnership of Wells Real Estate Fund X, L.P.
          (Exhibit 3(b) to Form S-11 Registration Statement of Wells Real Estate
          Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
          Commission File No. 333-7979)

*10(a)    Leasing and Tenant Coordinating Agreement between Wells Real Estate
          Fund X, L.P. and Wells Management Company, Inc. (Exhibit 10(d) to Form
          S-11 Registration Statement of Wells Real Estate Fund X, L.P. and
          Wells Real Estate Fund XI, L.P., as amended to date, Commission File
          No. 333-7979)

*10(b)    Management Agreement between Wells Real Estate Fund X, L.P. and Wells
          Management Company, Inc. (Exhibit 10(e) to Form S-11 Registration
          Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
          XI, L.P., as amended to date, Commission File No. 333-7979)

*10(c)    Custodial Agency Agreement between Wells Real Estate Fund X, L.P. and
          The Bank of New York (Exhibit 10(f) to Form S-11 Registration
          Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
          XI, L.P., as amended to date, Commission File No. 333-7979)

*10(d)    Joint Venture Agreement of Fund IX and Fund X Associates dated March
          20, 1997 (Exhibit 10(g) to Post-Effective Amendment No. 1 to Form S-11
          Registration Statement of Wells Real Estate Fund X,
<PAGE>

          L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
          Commission File No. 333-7979)

*10(e)    Lease Agreement for the ABB Building dated December 10, 1996, between
          Wells Real Estate Fund IX, L.P. and ABB Flakt, Inc. (Exhibit 10(kk) to
          Post-Effective Amendment No. 13 to Form S-11 Registration Statement of
          Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
          as amended to date, Commission File No. 33-83852)

*10(f)    Development Agreement relating to the ABB Building dated December 10,
          1996, between Wells Real Estate Fund IX, L.P. and ADEVCO Corporation
          (Exhibit 10(ll) to Post-Effective Amendment No. 13 to Form S-11
          Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
          Real Estate Fund IX, L.P., as amended to date, Commission File No. 33-
          83852)

*10(g)    Owner-Contractor Agreement relating to the ABB Building dated November
          1, 1996, between Wells Real Estate Fund IX, L.P. and Integra
          Construction, Inc. (Exhibit 10(mm) to Post-Effective Amendment No. 13
          to Form S-11 Registration Statement of Wells Real Estate Fund VIII,
          L.P. and Wells Real Estate Fund IX, L.P., as amended to date,
          Commission File No. 33-83852)

*10(h)    Agreement for the Purchase and Sale of Real Property relating to the
          Lucent Technologies Building dated May 30, 1997, between Fund IX and
          Fund X Associates and Wells Development Corporation (Exhibit 10(k) to
          Post-Effective Amendment No. 2 to Form S-11 Registration Statement of
          Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as
          amended to date, Commission File No. 333-7979)

*10(i)    Net Lease Agreement for the Lucent Technologies Building dated May 30,
          1997 (Exhibit 10(l) to Post-Effective Amendment No. 2 to Form S-11
          Registration Statement of Wells Real Estate Fund X, L.P. and Wells
          Real Estate Fund XI, L.P., as amended to date, Commission File
          No. 333-7979)

*10(j)    Development Agreement relating to the Lucent Technologies Building
          dated May 30, 1997, between Wells Development Corporation and ADEVCO
          Corporation (Exhibit 10(m) to Post-Effective Amendment No. 2 to
          Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and
          Wells Real Estate Fund XI, L.P., as amended to date, Commission File
          No. 333-7979)

*10(k)    First Amendment to Net Lease Agreement for the Lucent Technologies
          Building dated March 30, 1998 (Exhibit 10.10(a) to
<PAGE>

          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10(l)    Amended and Restated Joint Venture Agreement of The Fund IX, Fund X,
          Fund XI and REIT Joint Venture (the "IX-X-XI-REIT Joint Venture")
          dated July 11, 1998 (Exhibit 10.4 to Form S-11 Registration Statement
          of Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-32099)

*10(m)    Agreement for the Purchase and Sale of Real Property relating to the
          Ohmeda Building dated November 14, 1997 between Lincor Centennial,
          Ltd. and Wells Real Estate Fund X, L.P. (Exhibit 10.6 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10(n)    Agreement for the Purchase and Sale of Property relating to the 360
          Interlocken Building dated February 11, 1998 between Orix Prime West
          Broomfield Venture and Wells Development Corporation (Exhibit 10.7 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10(o)    Purchase and Sale Agreement relating to the Iomega Building dated
          February 4, 1998 with SCI Development Services Incorporated (Exhibit
          10.11 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(p)    Lease Agreement for the Iomega Building dated April 9, 1996 (Exhibit
          10.12 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(q)    Agreement for the Purchase and Sale of Property relating to the
          Fairchild Building dated June 8, 1998 (Exhibit 10.13 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10(r)    Restatement of and First Amendment to Agreement for the Purchase and
          Sale of Property relating to the Fairchild Building dated July 1, 1998
          (Exhibit 10.14 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10(s)    Joint Venture Agreement of Wells/Fremont Associates (the "Fremont
          Joint Venture") dated July 15, 1998 between Wells
<PAGE>

          Development Corporation and Wells Operating Partnership, L.P. (Exhibit
          10.17 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(t)    Joint Venture Agreement of Fund X and Fund XI Associates dated July
          15, 1998 (Exhibit 10.18 to Form S-11 Registration Statement of Wells
          Real Estate Investment Trust, Inc., as amended to date, Commission
          File No. 333-32099)

*10(u)    Agreement for the Purchase and Sale of Joint Venture Interest relating
          to the Fremont Joint Venture dated July 17, 1998 between Wells
          Development Corporation and Fund X and Fund XI Associates (Exhibit
          10.19 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(v)    Lease Agreement for the Fairchild Building dated September 19, 1997
          between the Fremont Joint Venture (as successor in interest by
          assignment) and Fairchild Technologies USA, Inc. (Exhibit 10.20 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10(w)    First Amendment to Joint Venture Agreement of Wells/Fremont Associates
          dated October 8, 1998 (Exhibit 10(w) to Form 10-K of Wells Real Estate
          Fund X, L.P. for the fiscal year ended December 31, 1998, Commission
          File No. 0-23719)

*10(x)    Purchase and Sale Agreement and Joint Escrow Instructions relating to
          the Cort Furniture Building dated June 12, 1998 between the Cort Joint
          Venture (as successor in interest by assignment) and Spencer Fountain
          Valley Holdings, Inc. (Exhibit 10.21 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10(y)    First Amendment to Purchase and Sale Agreement and Joint Escrow
          Instructions relating to the Cort Furniture Building dated July 16,
          1998 between the Cort Joint Venture (as successor in interest by
          assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.22
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10(z)    Joint Venture Agreement of Wells/Orange County Associates (the "Cort
          Joint Venture") dated July 27, 1998 between Wells
<PAGE>

          Development Corporation and Wells Operating Partnership, L.P. (Exhibit
          10.25 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(aa)   Agreement for the Purchase and Sale of Joint Venture Interest relating
          to the Cort Joint Venture dated July 30, 1998 between Wells
          Development Corporation and Fund X and Fund XI Associates (Exhibit
          10.26 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10(bb)   First Amendment to Joint Venture Agreement of Wells/Orange County
          Associates dated September 1, 1998 (Exhibit 10(dd) to Form 10-K of
          Wells Real Estate Fund X, L.P. for the fiscal year ended December 31,
          1998, Commission File No. 0-23719)

*10(cc)   Temporary Lease Agreement for remainder of the ABB Building dated
          September 10, 1998 between the IX-X-XI-REIT Joint Venture and
          Associates Housing Finance, LLC (Exhibit 10.35 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)