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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



| | x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - |  | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005 or



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



For the transition period from
 to



Commission file number 0-22039



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WELLS REAL ESTATE FUND IX, L.P.

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58-2126622                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|6200 The Corners Pkwy.,Norcross, Georgia                       |  | 30092-3365                             
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                         



N/A

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



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



Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No  x



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



Certain statements contained in this Form 10-Q of Wells Real Estate Fund IX, L.P. (the
Partnership) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in
particular, statements about our plans, strategies and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated.
Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will,
expect, intend, anticipate, estimate, believe, continue, or other similar words. Specifically, among others, we consider statements concerning projections of future operating
results and cash flows, our ability to meet future obligations, and the amount and timing of future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date that this report is filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of
any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.



Any such forward-looking statements
are subject to known and unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are
difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations; provide
distributions to limited partners; and maintain the value of our real estate properties, may be significantly hindered. Following are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to
differ materially from those presented in certain forward-looking statements:



General economic risks



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



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



Enterprise risks



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



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



Real estate risks



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



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



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



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



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



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



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



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



Other operational risks



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



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



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



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



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WELLS REAL ESTATE FUND IX, L.P.





TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                               |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                               |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                          |  |         
|         |  |                       | 
|         |  |                       |  | Balance SheetsSeptember 30, 2005 (unaudited) and December 31, 2004                                                           |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)       |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2004 and the Nine Months Ended September 30, 2005 (unaudited) |  | 8       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 30, 2005 (unaudited) and 2004 (unaudited)                        |  | 9       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                           |  | 10      
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 15      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                       |  | 23      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                              
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                             |  | 24      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                   |  | 24      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                               |  | 24      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 24      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                             |  | 24      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                      |  | 24      



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PART I.     FINANCIAL STATEMENTS



The information furnished in the Partnerships accompanying balance sheets and consolidated statements of operations, partners capital, and cash flows reflects all adjustments that are, in managements opinion, necessary for
a fair and consistent presentation of the aforementioned financial statements.



The financial statements should be read in conjunction with the notes to the Partnerships financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included both in this report
on Form 10-Q and in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2004. The Partnerships results of operations for the three months and nine months ended September 30, 2005 are not necessarily indicative of
the operating results expected for the full year.



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WELLS REAL ESTATE FUND IX, L.P.





BALANCE SHEETS



ASSETS



|                                                                                                                                |  |                                |            |                   |   |           
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ----------------- | - | ----------
|                                                                                                                                |  | September 30, 2005 (unaudited) |            | December 31, 2004
|Investment in joint ventures                                                                                                    |  | $                              | 16,806,405 |                   | $ | 19,459,785
|Cash and cash equivalents                                                                                                       |  |                                | 6,472,002  |                   |   | 4,714,150 
|Due from joint ventures                                                                                                         |  |                                | 204,518    |                   |   | 289,809   
|                                                                                                                                |  |                                |            |                   |   |           
|Total assets                                                                                                                    |  | $                              | 23,482,925 |                   | $ | 24,463,744
|                                                                                                                                |  |                                |            |                   |   |           
|                                                                                                                               
|LIABILITIES AND PARTNERS CAPITAL                                                                                              
|                                                                                                                                |  |                               
|LIABILITIES:                                                                                                                    |  |                                |            |                   |   |           
|Accounts payable and accrued expenses                                                                                           |  | $                              | 48,416     |                   | $ | 32,211    
|Due to affiliates                                                                                                               |  |                                | 7,351      |                   |   | 7,451     
|                                                                                                                                |  |                                |            |                   |   |           
|Total liabilities                                                                                                               |  |                                | 55,767     |                   |   | 39,662    
|                                                                                                                                |  |                               
|PARTNERS CAPITAL:                                                                                                              |  |                                |            |                   |   |           
|Limited partners:                                                                                                               |  |                                |            |                   |   |           
|Class A3,259,190 units and 3,241,093 units issued and outstanding as of September 30, 2005 and December 31, 2004,
respectively |  |                                | 23,427,158 |                   |   | 24,078,635
|Class B240,810 units and 258,907 units issued and outstanding as of September 30, 2005 and December 31, 2004,
respectively     |  |                                | 0          |                   |   | 345,447   
|General partners                                                                                                                |  |                                | 0          |                   |   | 0         
|                                                                                                                                |  |                                |            |                   |   |           
|Total partners capital                                                                                                         |  |                                | 23,427,158 |                   |   | 24,424,082
|                                                                                                                                |  |                                |            |                   |   |           
|Total liabilities and partners capital                                                                                         |  | $                              | 23,482,925 |                   | $ | 24,463,744
|                                                                                                                                |  |                                |            |                   |   |           



See accompanying
notes.



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WELLS REAL ESTATE FUND IX, L.P.





STATEMENTS OF OPERATIONS

(unaudited)



|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|------------------------------------------------------------ |  | -------------------------------- | --------- | ------------------------------- | ---- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                             |  | Three Months Ended September 30, |           | Nine Months Ended September 30,
|                                                             |  | 2005                             |           |                                 | 2004 |   | 2005      |  | 2004
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                                | 104,986   |                                 |      | $ | 1,142,221 |  | $    | 2,701,462 |  | $ | 2,026,985
|                                                             |  |                                  |           |                                
|EXPENSES:                                                    |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|Partnership administration                                   |  |                                  | 85,138    |                                 |      |   | 39,031    |  |      | 175,335   |  |   | 122,557  
|Legal and accounting                                         |  |                                  | 24,776    |                                 |      |   | 13,197    |  |      | 49,569    |  |   | 34,595   
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|Total expenses                                               |  |                                  | 109,914   |                                 |      |   | 52,228    |  |      | 224,904   |  |   | 157,152  
|                                                             |  |                                  |           |                                
|INTEREST AND OTHER INCOME                                    |  |                                  | 50,105    |                                 |      |   | 0         |  |      | 102,421   |  |   | 179      
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|NET INCOME                                                   |  | $                                | 45,177    |                                 |      | $ | 1,089,993 |  | $    | 2,578,979 |  | $ | 1,870,012
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  | $                                | 64,434    |                                 |      | $ | 1,036,152 |  | $    | 1,308,461 |  | $ | 1,816,171
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  | $                                | (19,257   | )                               |      | $ | 53,841    |  | $    | 1,270,518 |  | $ | 53,841   
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  | $                                | 0.02      |                                 |      | $ | 0.32      |  | $    | 0.40      |  | $ | 0.57     
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  | $                                | (0.08     | )                               |      | $ | 0.19      |  | $    | 5.21      |  | $ | 0.19     
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS A                                                      |  |                                  | 3,259,190 |                                 |      |   | 3,218,294 |  |      | 3,256,250 |  |   | 3,210,578
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          
|CLASS B                                                      |  |                                  | 240,810   |                                 |      |   | 281,706   |  |      | 243,750   |  |   | 289,422  
|                                                             |  |                                  |           |                                 |      |   |           |  |      |           |  |   |          



See accompanying
notes.



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WELLS REAL ESTATE FUND IX, L.P.





STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2004

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



|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ---------------- | ---------- | ----------------------- | ----- | ------- | - | ------- | - | ---------- | - |  | - | - |  | - | ---------- | -
|                                                                                                                      |  | Limited Partners |   |  | General Partners |            | Total Partners Capital |      
|                                                                                                                      |  | Class A          |   |  | Class B          |            |                         |      
|                                                                                                                      |  | Units            |   |  | Amounts          |            |                         | Units |         |   | Amounts |   |            |  
|BALANCE, December 31, 2003                                                                                            |  | 3,201,919        |   |  | $                | 22,537,967 |                         |       | 298,081 |   |         | $ | 0          |   |  | $ | 0 |  | $ | 22,537,967 |  
|                                                                                                                      |  |                  |   |  |                  |           
|Class A conversion elections                                                                                          |  | (1,000           | ) |  |                  | (7,060     | )                       |       | 1,000   |   |         |   | 7,060      |   |  |   | 0 |  |   | 0          |  
|Class B conversion elections                                                                                          |  | 40,174           |   |  |                  | 4,930      |                         |       | (40,174 | ) |         |   | (4,930     | ) |  |   | 0 |  |   | 0          |  
|Net income                                                                                                            |  | 0                |   |  |                  | 2,867,438  |                         |       | 0       |   |         |   | 343,317    |   |  |   | 0 |  |   | 3,210,755  |  
|Distributions of operating cash flows ($0.41 per weighted-average Class A Unit)                                       |  | 0                |   |  |                  | (1,324,640 | )                       |       | 0       |   |         |   | 0          |   |  |   | 0 |  |   | (1,324,640 | )
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2004                                                                                            |  | 3,241,093        |   |  |                  | 24,078,635 |                         |       | 258,907 |   |         |   | 345,447    |   |  |   | 0 |  |   | 24,424,082 |  
|                                                                                                                      |  |                  |   |  |                  |           
|Class A conversion elections                                                                                          |  | (2,763           | ) |  |                  | (19,841    | )                       |       | 2,763   |   |         |   | 19,841     |   |  |   | 0 |  |   | 0          |  
|Class B conversion elections                                                                                          |  | 20,860           |   |  |                  | 63,080     |                         |       | (20,860 | ) |         |   | (63,080    | ) |  |   | 0 |  |   | 0          |  
|Net income                                                                                                            |  | 0                |   |  |                  | 1,308,461  |                         |       | 0       |   |         |   | 1,270,518  |   |  |   | 0 |  |   | 2,578,979  |  
|Distributions of net sale proceeds ($0.39 and $6.45 per weighted-average Class A Unit and Class B Unit, respectively) |  | 0                |   |  |                  | (1,277,272 | )                       |       | 0       |   |         |   | (1,572,726 | ) |  |   | 0 |  |   | (2,849,998 | )
|Distributions of operating cash flows ($0.22 per weighted-average Class A Unit)                                       |  | 0                |   |  |                  | (725,905   | )                       |       | 0       |   |         |   | 0          |   |  |   | 0 |  |   | (725,905   | )
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  
|BALANCE, September 30, 2005                                                                                           |  | 3,259,190        |   |  | $                | 23,427,158 |                         |       | 240,810 |   |         | $ | 0          |   |  | $ | 0 |  | $ | 23,427,158 |  
|                                                                                                                      |  |                  |   |  |                  |            |                         |       |         |   |         |   |            |   |  |   |   |  |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.





STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                 |  |                                |            |   |      |   |            |  
|-------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                                 |  | Nine Months EndedSeptember 30, |           
|                                                                                 |  | 2005                           |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |  |                                |            |   |      |   |            |  
|Net income                                                                       |  | $                              | 2,578,979  |   |      | $ | 1,870,012  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                                |            |   |      |   |            |  
|Equity in income of joint ventures                                               |  |                                | (2,701,462 | ) |      |   | (2,026,985 | )
|Operating changes in assets and liabilities                                      |  |                                |            |   |      |   |            |  
|Increase in accounts payable and accrued expenses                                |  |                                | 16,205     |   |      |   | 4,287      |  
|Decrease in due to affiliates                                                    |  |                                | (100       | ) |      |   | 0          |  
|                                                                                 |  |                                |            |   |      |   |            |  
|Total adjustments                                                                |  |                                | (2,685,357 | ) |      |   | (2,022,698 | )
|Operating distributions received from joint ventures                             |  |                                | 1,037,342  |   |      |   | 1,995,843  |  
|                                                                                 |  |                                |            |   |      |   |            |  
|Net cash provided by operating activities                                        |  |                                | 930,964    |   |      |   | 1,843,157  |  
|                                                                                 |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |  |                                |            |   |      |   |            |  
|Net sale proceeds received from joint ventures                                   |  |                                | 4,545,538  |   |      |   | 0          |  
|Investment in joint ventures                                                     |  |                                | (142,747   | ) |      |   | 0          |  
|                                                                                 |  |                                |            |   |      |   |            |  
|Net cash provided by investing activities                                        |  |                                | 4,402,791  |   |      |   | 0          |  
|                                                                                 |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |  |                                |            |   |      |   |            |  
|Net sales proceed distributions paid to limited partners                         |  |                                | (2,849,998 | ) |      |   | 0          |  
|Operating distributions paid to limited partners                                 |  |                                | (725,905   | ) |      |   | (1,381,299 | )
|                                                                                 |  |                                |            |   |      |   |            |  
|Net cash used in financing activities                                            |  |                                | (3,575,903 | ) |      |   | (1,381,299 | )
|                                                                                 |  |                                |            |   |      |   |            |  
|                                                                                 |  |                               
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                        |  |                                | 1,757,852  |   |      |   | 461,858    |  
|                                                                                 |  |                               
|CASH AND CASH EQUIVALENTS, beginning of period                                   |  |                                | 4,714,150  |   |      |   | 14,175     |  
|                                                                                 |  |                                |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                         |  | $                              | 6,472,002  |   |      | $ | 476,033    |  
|                                                                                 |  |                                |            |   |      |   |            |  
|                                                                                 |  |                               
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:          |  |                                |            |   |      |   |            |  
|Increase in partnership distributions payable                                    |  | $                              | 0          |   |      | $ | 663,773    |  
|                                                                                 |  |                                |            |   |      |   |            |  



See accompanying notes.



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##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.





CONDENSED NOTES TO FINANCIAL STATEMENTS



SEPTEMBER 30, 2005 (unaudited)



1.    ORGANIZATION AND BUSINESS



Wells
Real Estate Fund IX, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as its general partners
(collectively, the General Partners). Wells Capital, Inc. (Wells Capital) serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. Leo F. Wells,
III is the president and sole director of Wells Capital and the sole owner of Wells Real Estate Funds, Inc. The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing,
and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elect to have their units treated as Class A Units or Class B Units. Limited partners shall have the right to change their prior
elections to have some or all of their units treated as Class A 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; and (c) add or remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without the concurrence of the General Partners.
Each limited partnership unit has equal voting rights regardless of class.



On
January 5, 1996, the Partnership commenced a public offering of its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving and
accepting subscriptions for 125,000 units on February 12, 1996. The offering was terminated on December 30, 1996, at which time the Partnership had sold approximately 2,935,931 Class A Units and 564,069 Class B Units representing capital
contributions of $35,000,000.



The Partnership owns interests in all of its
real estate assets through joint ventures with other entities affiliated with the General Partners. During the periods presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and properties:



|                                                                                     |  |                                                                                                                                                     |  |                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                        |  | Joint Venture Partners                                                                                                                              |  | Properties                                                                                                                                                                                                                                                   
|Fund VIII and Fund IX Associates (Fund VIII-IX Associates)                         |  |    Wells Real Estate Fund VIII, L.P.
   Wells Real Estate Fund IX, L.P.                                                                           |  | 1. US Cellular Building A four-story office building located in Madison, Wisconsin 2. AT&TTexas Building A one-story office building located in Farmers Branch, Texas 3. 305 Interlocken Parkway A two-story office building located in Broomfield,
Colorado
|Fund VIII-IX-REIT Joint Venture (Fund VIII-IX-REIT Associates)                     |  |    Fund VIIIFund IX Associates
   Wells Operating Partnership, L.P.(1)                                                                           |  | 4. 15253 Bake Parkway(2) A two-story office building located in Irvine, California                                                                                                                                                                           
|The Fund IX, Fund X, Fund XI and REIT Joint Venture (Fund IX-X-XI-REIT Associates) |  |    Wells Real Estate Fund IX, L.P.
   Wells Real Estate Fund X, L.P.    Wells Real Estate Fund XI, L.P.    Wells Operating Partnership, L.P.(1) |  | 5. Alstom PowerKnoxville Building(3) A
three-story office building located in Knoxville, Tennessee                                                                                                                                                          



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|              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | ---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture |  | Joint Venture Partners |  | Properties                                                                                                                                                                                                                                                                                                                                                                                        
|              |  |                        |  | 6. 360 Interlocken Building A three-story office building located in Broomfield, Colorado 7. Avaya Building A one-story office building located in Oklahoma City, Oklahoma 8. Iomega Building A single-story warehouse and office building located in Ogden, Utah 9. 1315 West Century Drive (formerly known as the Ohmeda Building) A two-story office building located in Louisville, Colorado



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

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

| | (3) | This property was sold in March 2005.
| | --- | -------------------------------------



Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund X, L.P, and Wells Real Estate Fund
XI, L.P. are affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the
Partnerships Form 10-K for the year ended December 31, 2004.



On December
2, 2004, Fund VIII-IX-REIT Associates sold 15253 Bake Parkway to an unrelated third party for a gross sales price of $12,400,000. As a result of the sale, the Partnership received net sale proceeds of approximately $4,527,000 and was allocated a
gain of approximately $1,052,000.



On March 15, 2005, Fund IX-X-XI-REIT
Associates sold the Alstom PowerKnoxville Building to an unrelated third party for a gross sales price of $12,000,000. As a result of the sale, the Partnership received net sale proceeds of approximately $4,546,000 and was allocated a gain of
approximately $1,964,000.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



Basis of Presentation



The financial statements of the Partnership have been prepared in accordance with rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation
S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of the General
Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are
not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2004.



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Investment in Joint Ventures



The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Approval
by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint Ventures, or their real property investments. Accordingly, the Partnerships investments in
the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to
the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are distributed
to the joint venture partners on a quarterly basis.



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



Distributions of Net Cash from Operations



Net cash from operations, if available, is generally distributed to limited partners
quarterly. In accordance with the partnership agreement, such distributions are paid first to the limited partners holding Class A Units until they have received a 10% per annum return on their respective net capital contributions, as defined. Then,
such distributions are paid to the General Partners until they have received 10% of the total amount distributed to date. Any remaining cash available for distribution is to be allocated between the limited partners holding Class A Units and the
General Partners on a basis of 90% and 10%, respectively. No distributions of net cash from operations will be made to the limited partners holding Class B Units.



Distribution of Sale Proceeds



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



| |  |  | In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding Class A Units until they
have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners
holding Class B Units with respect to such property;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding units, which at any time have been treated as Class B Units, until such limited partners have received an amount necessary to equal the net cash
available for distribution received by the limited partners holding Class A Units on a per-unit basis;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contribution, as defined;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital contribution, as defined;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partner return (defined as
the sum of a 10% per annum cumulative return
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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



| |  |  | To all General Partners until they have received 100% of their capital contributions; in the event that limited partners have received aggregate cash distributions from the
Partnership over the life of their investment in excess of a return of their net capital contributions plus their preferential limited partner return, then the General Partners shall receive an additional sum equal to 25% of such excess; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership,
excluding deductions for depreciation and amortization and cost recovery and the gain on the sale of asset. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed
to the partners holding Class A Units and the General Partners. To the extent the Partnerships net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners holding 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: (i) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (ii) allocations to partners having negative capital accounts until all negative capital accounts have been restored to
zero; and (iii) 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.



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



Management and Leasing Fees



The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an affiliate of the General
Partners. In consideration for the management and leasing of the Partnerships properties, the Joint Ventures pay Wells Management management and leasing fees equal to: (a) of the gross revenues collected monthly, 3% for management services and
3% for leasing services, 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 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. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income (loss) of joint ventures in the accompanying statements of operations. The Partnerships share of management and
leasing fees and lease acquisition costs incurred through the Joint Ventures is $26,614 and $30,252 for the three months ended September 30, 2005 and 2004, respectively, and $84,760 and $132,183 for the nine months ended September 30, 2005 and 2004,
respectively.



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##### Table of Contents

Administration Reimbursements



Wells Capital, the corporate general partner of Wells Partners, one of our general partners, and Wells Management perform certain
administrative services for the Partnership, relating to accounting and other partnership administration, and incurs the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of
the amount of time dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital and Wells Management for
administrative expenses of $23,669 and $27,628 for the three months ended September 30, 2005 and 2004, respectively, and $78,986 and $77,273 for the nine months ended September 30, 2005 and 2004, respectively. As of September 30, 2005 and December
31, 2004, administrative reimbursements due to Wells Management and/or Wells Capital of $7,351 and $7,451, respectively, are included in due to affiliates in the accompanying balance sheet.



4.    INVESTMENT IN JOINT VENTURES



Summary of Operations



Condensed financial information for the Joint Ventures in which the Partnership held ownership interests for the three months and nine
months ended September 30, 2005 and 2004, respectively, is presented below:



|                             |  |                                  |           |                                   |   |                                    |  |                                  |           |      |   |           |      |   |           |     |      |   |         |  |   |           |  |   |           |    
|---------------------------- |  | -------------------------------- | --------- | --------------------------------- | - | ---------------------------------- |  | -------------------------------- | --------- | ---- | - | --------- | ---- | - | --------- | --- | ---- | - | ------- |  | - | --------- |  | - | --------- | ---
|                             |  | Total Revenues                   |           | Income From Continuing Operations |   | Income FromDiscontinued Operations |  | Net Income                       |          
|                             |  | Three Months Ended September 30, |           | Three Months Ended September 30,  |   | Three Months Ended September 30,   |  | Three Months Ended September 30, |          
|                             |  | 2005                             |           | 2004                              |   | 2005                               |  | 2004                             |           | 2005 |   |           | 2004 |   | 2005      |     | 2004 |  
|Fund VIII-IX Associates      |  | $                                | 616,950   |                                   | $ | 1,982,334                          |  | $                                | 169,048   |      | $ | 2,032,284 |      | $ | 0         |     |      | $ | 0       |  | $ | 169,048   |  | $ | 2,032,284 | (1)
|Fund IX-X-XI-REIT Associates |  |                                  | 567,832   |                                   |   | 839,436                            |  |                                  | 66,057    |      |   | 377,724   |      |   | 7,145     |     |      |   | 195,061 |  |   | 73,202    |  |   | 572,785   | (1)
|                             |  |                                  |           |                                   |   |                                    |  |                                  |           |      |   |           |      |   |           |     |      |   |         |  |   |           |  |   |           |    
|                             |  | $                                | 1,184,782 |                                   | $ | 2,821,770                          |  | $                                | 235,105   |      | $ | 2,410,008 |      | $ | 7,145     |     |      | $ | 195,061 |  | $ | 242,250   |  | $ | 2,605,069 |    
|                             |  |                                  |           |                                   |   |                                    |  |                                  |           |      |   |           |      |   |           |     |      |   |         |  |   |           |  |   |           |    
|                             |  |                                  |           |                                  
|                             |  | Total Revenues                   |           | Income From Continuing Operations |   | Income FromDiscontinued Operations |  | Net Income                       |          
|                             |  | Nine Months EndedSeptember 30,   |           | Nine Months EndedSeptember 30,    |   | Nine Months EndedSeptember 30,     |  | Nine Months EndedSeptember 30,   |          
|                             |  | 2005                             |           | 2004                              |   | 2005                               |  | 2004                             |           | 2005 |   |           | 2004 |   | 2005      |     | 2004 |  
|Fund VIII-IX Associates      |  | $                                | 2,028,175 |                                   | $ | 3,608,997                          |  | $                                | 674,491   |      | $ | 3,156,807 |      | $ | 0         |     |      | $ | 0       |  | $ | 674,491   |  | $ | 3,156,807 | (1)
|Fund IX-X-XI-REIT Associates |  |                                  | 2,345,401 |                                   |   | 2,628,297                          |  |                                  | 963,073   |      |   | 1,017,384 |      |   | 5,177,161 | (2) |      |   | 519,882 |  |   | 6,140,234 |  |   | 1,537,266 | (1)
|                             |  |                                  |           |                                   |   |                                    |  |                                  |           |      |   |           |      |   |           |     |      |   |         |  |   |           |  |   |           |    
|                             |  | $                                | 4,373,576 |                                   | $ | 6,237,294                          |  | $                                | 1,637,564 |      | $ | 4,174,191 |      | $ | 5,177,161 |     |      | $ | 519,882 |  | $ | 6,814,725 |  | $ | 4,694,073 |    
|                             |  |                                  |           |                                   |   |                                    |  |                                  |           |      |   |           |      |   |           |     |      |   |         |  |   |           |  |   |           |    



| | (1) | Effective July 1, 2004, the Joint Ventures extended the weighted-average composite useful life for all building assets from 25 years to 40 years, which resulted
in an increase to net income for the three months and nine months ended September 30, 2004 of $131,982 and $71,476 for Fund IX-X-XI-REIT Associates and Fund VIII-IX Associates, respectively.Management believes that this change more
appropriately reflects the estimated useful lives of real estate assets and is consistent with prevailing industry practice.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes a gain of $5,031,962 recognized on the sale of the Alstom PowerKnoxville
Building, of which approximately $1,964,000 was attributable to the Partnership and has been allocated to the Class A and Class B partners pursuant to the provisions of the partnership agreement(Note 2).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Condensed financial information for the joint venture in which the Partnership held an interest through its interest in
Fund VIII-IX Associates for the three months and nine months ended September 30, 2005 and 2004, respectively, is presented below:



|                             |  |                                  |   |                                 |   |      |                                           |   |                                 |   |  |      |         |   |      |   |          |   |  |      |         |  |   |          |   |  |   |         |    
|---------------------------- |  | -------------------------------- | - | ------------------------------- | - | ---- | ----------------------------------------- | - | ------------------------------- | - |  | ---- | ------- | - | ---- | - | -------- | - |  | ---- | ------- |  | - | -------- | - |  | - | ------- | ---
|                             |  | Total Revenues                   |   | Loss From ContinuingOperations  |   |      | Income (Loss) FromDiscontinued Operations |   | Net Income (Loss)               |  
|                             |  | Three Months Ended September 30, |   | Three Months EndedSeptember 30, |   |      | Three Months EndedSeptember 30,           |   | Three Months EndedSeptember 30, |  
|                             |  | 2005                             |   | 2004                            |   | 2005 |                                           |   | 2004                            |   |  | 2005 |         |   | 2004 |   | 2005     |   |  | 2004 |        
|Fund VIII-IX-REIT Associates |  | $                                | 0 |                                 | $ | 0    |                                           | $ | (4,373                          | ) |  | $    | (5,127  | ) |      | $ | (1,192   | ) |  | $    | 119,079 |  | $ | (5,565   | ) |  | $ | 113,952 | (1)
|                             |  |                                  |   |                                 |   |      |                                           |   |                                 |   |  |      |         |   |      |   |          |   |  |      |         |  |   |          |   |  |   |         |    
|                             |  |                                  |   |                                
|                             |  | Total Revenues                   |   | Loss From Continuing Operations |   |      | Income (Loss) FromDiscontinued Operations |   | Net Income (Loss)               |  
|                             |  | Nine Months Ended September 30,  |   | Nine Months Ended September 30, |   |      | Nine Months Ended September 30,           |   | Nine Months Ended September 30, |  
|                             |  | 2005                             |   | 2004                            |   | 2005 |                                           |   | 2004                            |   |  | 2005 |         |   | 2004 |   | 2005     |   |  | 2004 |        
|Fund VIII-IX-REIT Associates |  | $                                | 0 |                                 | $ | 0    |                                           | $ | (19,758                         | ) |  | $    | (13,284 | ) |      | $ | (165,939 | ) |  | $    | 630,466 |  | $ | (185,697 | ) |  | $ | 617,182 | (1)
|                             |  |                                  |   |                                 |   |      |                                           |   |                                 |   |  |      |         |   |      |   |          |   |  |      |         |  |   |          |   |  |   |         |    



| | (1) | Effective July 1, 2004, Fund VIII-IX-REIT Associates extended the weighted-average composite useful life for all building assets from 25 years to 40 years, which
resulted in an increase to net income for the three months and nine months ended September 30, 2004 of $19,296.Management believes that this change more appropriately reflects the estimated useful lives of real estate assets and is
consistent with prevailing industry practice.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5.    SUBSEQUENT EVENT



The sales of 15253
Bake Parkway and the Alstom PowerKnoxville Building generated total net sale proceeds to the Partnership of approximately $9,072,000, of which approximately $238,000 was utilized for re-leasing of 15253 Bake Parkway, and approximately
$2,488,000 has been distributed to the limited partners through September 30, 2005. Upon evaluating the capital needs of the existing properties in which the Partnership holds an interest, the General Partners determined that reserves of
approximately $1,096,000 will be required to fund the Partnerships pro-rata share of anticipated re-leasing costs for 1315 West Century Drive and the small amount of vacant space at the 360 Interlocken Building, and anticipated capital
improvements at the AT&TTexas Building. In accordance with the terms of the partnership agreement, the General Partners distributed the residual net sale proceeds on November 1, 2005 of approximately $5,250,000 to the limited partners of
record as of September 30, 2005, which under the partnership agreement does not include limited partners acquiring units after June 30, 2005.



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



The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also Cautionary Note Regarding
Forward-Looking Statements preceding Part I, as well as the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the
year ended December 31, 2004.



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##### Table of Contents

Overview



Management believes that the Partnership typically operates through the following five key life cycle phases. The duration of each phase is dependent upon various
economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.



| |  |  | Fundraising phase
| | - |  | -----------------

The period during which the
Partnership is raising capital through the sale and issuance of limited partner units to the public;



| |  |  | Investing phase
| | - |  | ---------------

The period during which the
Partnership invests the capital raised during the fundraising phase, less upfront fees, into the acquisition of real estate assets;



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

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



| |  |  | Positioning-for-sale phase
| | - |  | --------------------------

The period during which
the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate the
real estate assets, evaluate various options for disposition, and market the real estate assets for sale; and



| |  |  | Disposition-and-liquidation phase
| | - |  | ---------------------------------

The period
during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.



Portfolio Overview



We are now in the holding phase of our life cycle. We own interests in seven assets, after the sale of 15253 Bake Parkway and the Alstom PowerKnoxville Building. Our focus at this time involves increasing the
occupancy level within the portfolio and concentrating on re-leasing and marketing efforts that we believe will deliver the best operating performance for our limited partners.



Our portfolio has benefited from a number of events during 2005. Specifically, we sold the Alstom PowerKnoxville Building for a gross
sale price of $12,000,000, which was in excess of the original purchase price for this asset. We completed the first distribution of net sale proceeds to the limited partners in May 2005, of approximately $2,850,000. We also distributed net proceeds
to limited partners for approximately $5,250,000 from the sales of 15253 Bake Parkway and the Alstom PowerKnoxville Building in the fourth quarter of 2005.



While five of the properties are well-leased, we are facing some issues that may negatively affect our future operating performance in the
near term. The 305 Interlocken Parkway and 1315 West Century Drive properties are currently vacant. These leasing challenges may impact performance in the near term, but we are aggressively working with prospective tenants in these markets to
minimize the negative financial impact.



We are reserving operating
distributions to limited partners for the third quarter of 2005 in order to fund our pro-rata share of capital needs for several properties, including capital improvements for the AT&TTexas Building and leasing costs for the 360
Interlocken Building and 1315 West Century Drive. As we move through 2005 and the outcome of the leasing efforts become known, we will evaluate if distributions of the remaining net sale proceeds are appropriate.



Property Summary



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



| |  |  | The 15253 Bake Parkway building sold on December 2, 2004.
| | - |  | ---------------------------------------------------------



| |  |  | The Alstom PowerKnoxville Building sold on March 15, 2005.
| | - |  | -----------------------------------------------------------



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##### Table of Contents

| |  |  | The US Cellular Building, located in Madison, Wisconsin, is 100% leased through May 2007.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | The AT&TTexas Building is 100% leased through July 2011.
| | - |  | ---------------------------------------------------------



| |  |  | The 305 Interlocken Parkway property is located in the Broomfield submarket of Denver, Colorado. Based on concerns over the tenants long-term viability, the General Partners
negotiated a lease termination with the tenant in August 2004. The tenant paid approximately $800,000 as a reimbursement for leasing costs, approximately $1,300,000 for future leasing costs, approximately $500,000 for operating expenses while the
property is vacant, and approximately $1,673,000 as an additional termination fee. We are aggressively working on re-leasing this building at this time.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 360 Interlocken Building is located in the Broomfield submarket of Denver, Colorado. The majority of this building is leased to GAIAM, Inc. through May 2008, now that we have
successfully extended its lease for three years. We signed a new lease in the second quarter that increased the building occupancy to 97%. We also continue to pursue tenants for the remaining vacancy at this property.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Avaya Building in Oklahoma City, Oklahoma, is 100% leased through January 2008.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | The Iomega Building, located in Ogden, Utah, outside Salt Lake City, is 100% leased through April 2009.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | The 1315 West Century Drive property is located in Louisville, Colorado, adjacent to the Broomfield submarket. The lease for this property expired in April 2005, and this property
is currently vacant. We are aggressively pursuing leasing opportunities for this asset.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As of September 30, 2005, the property sales described above generated an aggregate of approximately $9,434,000 in net sale proceeds allocated to the Partnership, of which
approximately $238,000 has been utilized, approximately $2,850,000 has previously been distributed to the limited partners, approximately $1,096,000 is currently being reserved to fund the Partnerships pro-rata share of anticipated capital
improvements for the AT&TTexas Building, leasing the small amount of vacant space at the 360 Interlocken Building, and re-leasing costs for 1315 West Century Drive, and approximately $5,250,000 was distributed to the limited partners in
November 2005.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As we continue to operate in the holding phase,
we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our current leases. In doing so, we will seek to maximize returns to the limited partners by negotiating long-term leases at market rental
rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs, and portfolio costs. As we move into the positioning-for-sale and disposition-and-liquidation phases, our attention will shift to locating suitable
buyers and negotiating purchase-sale contracts that will attempt to maximize the total return to the limited partners and minimize contingencies and our post-closing involvement with the buyer.



Results of Operations



Equity in Income of Joint Ventures



Equity in income of Joint Ventures was $104,986 and $1,142,221 for the three months ended September 30, 2005 and 2004, respectively, and $2,701,462 and $2,026,985 for the
nine months ended September 30, 2005 and 2004, respectively. The decrease for the three months ended September 30, 2005, as compared to the three months ended September 30, 2004, is primarily attributable to forgone operating income resulting from
(i) the sale of the Alstom PowerKnoxville Building in the first quarter of 2005, (ii) the sale of 15253 Bake Parkway in December 2004, and (iii) the expiration of the lease for the sole tenant of 1315 West Century Drive in April 2005,
partially offset by (iv) a decrease in depreciation expense for all buildings owned through the Joint Ventures due to changing the estimated weighted-average composite useful life from 25 years to 40 years effective July 1, 2004.



The increase for the nine months ended September 30, 2005, as compared to the nine months
ended September 30, 2004, results primarily from the gain recognized on the sale of the Alstom PowerKnoxville Building in the first quarter of 2005, partially offset by the decline in equity in income of Joint Ventures for the three months
ended September 30, 2005, as compared to the three months ended September 30, 2004, as explained above.



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##### Table of Contents

We expect equity in income of Joint Ventures to increase going forward as a result of increased occupancy at the 360
Interlocken Building.



Expenses of the Partnership



Our total expenses were $109,914 and $52,228 for the three months ended September 30, 2005
and 2004, respectively, and $224,904 and $157,152 for the nine months ended September 30, 2005 and 2004, respectively. The increases are primarily a result of (i) an increase in legal fees resulting from additional reporting and regulatory
requirements and (ii) an increase in estimated Tennessee partnership franchise and excise taxes. We estimate Tennessee partnership franchise and excise taxes based on an estimate of the apportionment of income allocable to the Partnership from
properties in Tennessee relative to income allocable to the Partnership from all properties as if earned ratably during the calendar year. Thus, our future estimates of Tennessee partnership franchise and excise tax expenses will fluctuate as the
relationship of income earned by the Partnership from properties in Tennessee fluctuates relative to income earned by the Partnership from all properties in the future. Accordingly, nonrecurring items, such as gains on the sales of properties, will
have a significant impact on these estimates. We also anticipate additional increases in our administrative expenses in future periods related to compliance with reporting and regulatory requirements.



Liquidity and Capital Resources



Our operating strategy entails funding expenditures related to the recurring operations of
the Joint Ventures properties and the portfolio with operating cash flows, including current and prior period operating distributions received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to
fund known future re-leasing costs and other capital improvements. Any residual operating cash flows are considered available for distribution to the limited partners and are generally paid quarterly. As a result, the ongoing monitoring of our cash
position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of our tenants to honor lease payments and our ability to re-lease
space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs would be adversely affected.



Short-Term Liquidity



During the nine months ended September 30, 2005, we generated net operating cash flows, including operating distributions received from the
Joint Ventures, of approximately $931,000, as compared to approximately $1,843,000 for the nine months ended September 30, 2004. The 2005 decline in net operating cash flows is primarily attributable to the corresponding decline in operating
distributions received from joint ventures further described below. Distributions from the Joint Ventures are generally representative of rental revenues and tenant reimbursements, less property operating expenses, management fees, general
administrative expenses, and capital expenditures.



Operating distributions
from the Joint Ventures have declined primarily as a result of (i) forgone cash flows from the sales of 15253 Bake Parkway in December 2004 and the Alstom PowerKnoxville Building in March 2005, (ii) funding leasing costs and capital
expenditures at the 360 Interlocken Building in 2005, (iii) forgone cash flows from the vacancy at 305 Interlocken Parkway beginning in August 2004, (iv) foregone cash flows from the expiration of the lease of the sole tenant of 1315 West Century
Drive in April 2005, and (v) entering into a lease with the majority tenant at the 360 Interlocken Building in the second quarter of 2004 at the respective current prevailing market rate, which was less than the rate previously charged.



Future operating distributions to limited partners are expected to remain low or be
reserved in order to fund our pro-rata share of anticipated capital improvements for the AT&TTexas Building and re-leasing costs for 1315 West Century Drive and the remaining space at the 360 Interlocken Building. At this time, we expect
to continue



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to generate cash flows from operations, including distributions from the Joint Ventures, sufficient to cover our estimated future operating expenses. Future
operating distributions paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for tenant re-leasing costs and
other capital improvements for properties owned by the Joint Ventures.



We
believe that the cash on hand and operating distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $56,000 as of September 30, 2005. Our General Partners anticipate using
operating cash flow and net sale proceeds to fund our proportionate share of capital expenditures noted above over the next twelve months.



Long-Term Liquidity



We expect that our future sources of capital will be primarily derived from operating cash flows generated from the Joint Ventures and net proceeds generated from the selective and strategic sale of properties. Our
future long-term liquidity requirements will include, but not be limited to, funding tenant improvements, renovations, expansions and other significant capital improvements necessary for properties owned through the Joint Ventures. We expect to
continue to use substantially all future net cash flows from operations to provide funding for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from the Joint Ventures, which are
dependent upon net operating income generated by the Joint Ventures properties, less reserves, for known capital expenditures.



Capital Resources



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



The Joint Ventures fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying its properties
for re-leasing. As leases expire, we will work with the Joint Ventures to attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant improvements funded in connection with lease renewals require
less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive capital costs as well as rental rates. Any capital or other
expenditures not provided for by the operations of the Joint Ventures will be funded by the partnership and respective Joint Ventures partners on a pro-rata basis.



Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership following each calendar
quarter-end. Our cash management policy typically includes first utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current
and prior period accumulated operating cash flows are insufficient to fund such costs, net property sale proceeds reserves, if available, would then be utilized.



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



|                                               |  |              |            |        |                                       |         |   |                                           |   |                     |  |                                                               |         |                                                     |                                      |  |   |           |  |   |          
|---------------------------------------------- |  | ------------ | ---------- | ------ | ------------------------------------- | ------- | - | ----------------------------------------- | - | ------------------- |  | ------------------------------------------------------------- | ------- | --------------------------------------------------- | ------------------------------------ |  | - | --------- |  | - | ---------
|Property                                       |  | Net Proceeds |            |        | Partnerships Approximate Ownership % |         |   | Net Proceeds Allocated to the Partnership |   | Use of Net Proceeds |  | Net Proceeds Distributed to Partners as of September 30, 2005 |         | Undistributed Net Proceeds as of September 30, 2005
|                                               |  |              |            | Amount |                                       | Purpose |   |                                          
|305 Interlocken Parkway                        |  | $            | 800,000    | (1)    |                                       | 45.2    | % |                                           | $ | 361,626             |  | $                                                             | 0       |                                                     |                                     |  | $ | 361,626   |  | $ | 0        
|15253 Bake Parkway (sold in 2004)              |  |              | 11,892,035 |        |                                       | 38.1    | % |                                           |   | 4,526,770           |  |                                                               | 237,910 |                                                     | Re-leasing 15253 Bake Parkway (2004) |  |   | 2,488,372 |  |   | 1,800,488
|Alstom PowerKnoxville Building (sold in 2005) |  |              | 11,646,089 |        |                                       | 39.0    | % |                                           |   | 4,545,538           |  |                                                               | 0       |                                                     |                                     |  |   | 0         |  |   | 4,545,538
|                                               |  |              |            |        |                                       |         |   |                                           |   |                     |  |                                                               |         |                                                     |                                      |  |   |           |  |   |          
|                                               |  |              |            |        |                                       |         |   |                                           | $ | 9,433,934           |  | $                                                             | 237,910 |                                                     |                                      |  | $ | 2,849,998 |  | $ | 6,346,026
|                                               |  |              |            |        |                                       |         |   |                                           |   |                     |  |                                                               |         |                                                     |                                      |  |   |           |  |   |          



| | (1) | Represents payment received for unamortized tenant improvements in connection with the Cirrus Logic, Inc. lease termination.
| | --- | ----------------------------------------------------------------------------------------------------------------------------



Upon evaluating the capital needs of the properties in which we currently hold an interest,
our General Partners have determined that reserves of net sale proceeds of approximately $1,096,000 will be required to fund the Partnerships pro-rata share of the anticipated costs in connection with capital improvements for the
AT&TTexas Building and re-leasing costs for 1315 West Century Drive and the remaining space at the 360 Interlocken Building. Accordingly, in November 2005, the remaining net sale proceeds of approximately $5,250,000 from the sale of 15253
Bake Parkway and the Alstom PowerKnoxville Building were distributed to the limited partners of record as of September 30, 2005, which, under the terms of the partnership agreement, does not include limited partners acquiring units after June
30, 2005.



Related-Party Transactions



Related-Party Fees and Reimbursements



We have entered into agreements with Wells Capital, Wells Management, an affiliate of our
General Partners, and their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management, and their affiliates for asset management; the management and leasing of our properties; administrative services
relating to accounting, property management, and other partnership administration; and incur the related expenses. See Note 3 to our financial statements included in this report for a description of these fees and expense reimbursements we have
incurred.



Economic Dependency



We have engaged Wells Capital and its affiliates, including Wells Management, to provide
certain services that are essential to the Partnership, including asset management services, the management and leasing of properties owned through the Joint Ventures, asset acquisition and disposition services, as well as other administrative
responsibilities for the Partnership including accounting services, shareholder communications, and investor relations. These agreements are terminable by either party on 60 days written notice. As a result of these relationships, the
Partnership is dependent upon Wells Capital and Wells Management.



Wells
Capital and Wells Management are all owned and controlled by Wells Real Estate Funds, Inc. (WREF). The operations of Wells Capital and Wells Management represent substantially all of the business of WREF. Accordingly, the Partnership
focuses on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, the Partnership might be required to
find alternative service providers.



Future net income generated by WREF will
be largely dependent upon the amount of fees earned by Wells Capital, Wells Management, and Wells Investment Securities, Inc. based on, among other things, the level of



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investor proceeds raised from the sale of Wells Real Estate Investment Trust II, Inc.s common stock and the volume of future acquisitions and
dispositions of real estate assets by Wells-sponsored programs. As of September 30, 2005 and December 31, 2004, WREF believes that it generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and
current receivables necessary to meet its current and future obligations as they become due.



Dismissal of Litigation Against Related Parties



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



Inflation



The real estate market has not been affected significantly by inflation in the past three
years due to the relatively low inflation rate. However, there are provisions in the majority of tenant leases, which should protect us from the impact of inflation. These provisions include reimbursement billings for operating expense pass-through
charges, real estate tax, and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. There is no assurance, however, that we would be able to
replace existing leases with new leases at higher base rental rates.



Application of Critical Accounting Policies



Our accounting
policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These
judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If
managements judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus, resulting in a different presentation
of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.



Below is a discussion of the accounting policies used by the partnership and the Joint
Ventures, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.



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Investment in Real Estate Assets



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



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



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



Valuation of Real Estate Assets



We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest,
either directly or through investments in the Joint Ventures, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the
recoverability of the real estate assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In
the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value and recognizes an impairment loss. We have determined that there has been no impairment in the
carrying value of any of the real estate assets held as of September 30, 2005.



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



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



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



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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Since we do not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, we are not subject to risks relating to interest
rates, foreign current exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.



ITEM 4.    CONTROLS AND PROCEDURES



We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the corporate general partner of one of our General Partners, including the Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation,
the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance that
information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including
providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.



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



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PART II.    OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



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



ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



|(a) | We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended September 30, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



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



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



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



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



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



No matters were submitted to a vote of our limited partners during the quarter ended September 30, 2005.



ITEM 5.    OTHER INFORMATION



|(a) | During the quarter ended September 30, 2005, there was no information which was required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



ITEM 6.    EXHIBITS



The
Exhibits to this report are set forth on Exhibit Index to Third Quarter Form 10-Q attached hereto.



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SIGNATURES



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



|                  |  |  |  |                                                                                                   
|----------------- |  |  |  | --------------------------------------------------------------------------------------------------
|                  |  |  |  | WELLS REAL ESTATE FUND IX, L.P.                                                                   
|                  |  |  |  | (Registrant)                                                                                      
|                  |  | 
|                  |  |  |  | By: WELLS PARTNERS, L.P.                                                                          
|                  |  |  |  | (General Partner)                                                                                 
|                  |  | 
|                  |  |  |  | By: WELLS CAPITAL, INC.                                                                           
|                  |  |  |  | (Corporate General Partner)                                                                       
|                  |  | 
|November 14, 2005 |  |  |  | /s/    LEO F. WELLS, III                                                                          
|                  |  |  |  | Leo F. Wells, III President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|                  |  | 
|November 14, 2005 |  |  |  | /s/    DOUGLAS P. WILLIAMS                                                                        
|                  |  |  |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.                            



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EXHIBIT INDEX



TO THIRD QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND IX, L.P.



|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                   
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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