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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, 2004 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                         



---

(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



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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. (or, 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. 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 follow:



General economic risks



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



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



Real estate risks inherent in properties owned through joint ventures



| |  |  | Ability to achieve appropriate occupancy levels resulting in sufficient rental amounts;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | 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;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Potential need to fund tenant improvements, lease-up costs, or other capital expenditures out of operating cash flow or net sale proceeds;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



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



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| |  |  | 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;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Unexpected costs of capital expenditures related to tenant build-out projects or other unforeseen capital expenditures; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | 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



| |  |  | Dependency on Wells Capital, Inc. (Wells Capital), the corporate general partner of one of our General Partners, its key personnel, and its affiliates for various
administrative services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | Changes in governmental, tax, real estate, environmental, and zoning laws and regulations and the related costs of compliance;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ability to demonstrate compliance with any governmental, tax, real estate, environmental, and zoning law or regulation in the event that any such position is questioned by the
respective authority; 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, 2004 (unaudited) and December 31, 2003                                                           |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three and Nine Months Ended September 30, 2004 (unaudited) and 2003 (unaudited)              |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2003 and the Nine Months Ended September 30, 2004 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Nine Months Ended September 30, 2004 (unaudited) and 2003 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                           |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 14      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                                   |  | 21      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                       |  | 21      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  | 22                                                                                                                           



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WELLS REAL ESTATE FUND IX, L.P.



BALANCE SHEETS



ASSETS



|                                                                                                                     |  |                                |            |                   |   |           
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ----------------- | - | ----------
|                                                                                                                     |  | (unaudited) September 30, 2004 |            | December 31, 2003
|Investments in joint ventures                                                                                        |  | $                              | 22,427,637 |                   | $ | 22,530,501
|Cash and cash equivalents                                                                                            |  |                                | 476,033    |                   |   | 14,175    
|Due from joint ventures                                                                                              |  |                                | 871,499    |                   |   | 737,493   
|                                                                                                                     |  |                                |            |                   |   |           
|Total assets                                                                                                         |  | $                              | 23,775,169 |                   | $ | 23,282,169
|                                                                                                                     |  |                                |            |                   |   |           
|                                                                                                                    
|LIABILITIES AND PARTNERS CAPITAL                                                                                   
|Liabilities:                                                                                                         |  |                                |            |                   |   |           
|Accounts payable and accrued expenses                                                                                |  | $                              | 28,057     |                   | $ | 23,770    
|Partnership distributions payable                                                                                    |  |                                | 663,773    |                   |   | 720,432   
|                                                                                                                     |  |                                |            |                   |   |           
|Total liabilities                                                                                                    |  |                                | 691,830    |                   |   | 744,202   
|Partners capital:                                                                                                   |  |                                |            |                   |   |           
|Limited partners:                                                                                                    |  |                                |            |                   |   |           
|Class A3,218,294 units and 3,201,919 units outstanding as of September 30, 2004 and December 31, 2003, respectively |  |                                | 23,022,437 |                   |   | 22,537,967
|Class B281,706 units and 298,081 units outstanding as of September 30, 2004 and December 31, 2003, respectively     |  |                                | 60,902     |                   |   | 0         
|General partners                                                                                                     |  |                                | 0          |                   |   | 0         
|                                                                                                                     |  |                                |            |                   |   |           
|Total partners capital                                                                                              |  |                                | 23,083,339 |                   |   | 22,537,967
|                                                                                                                     |  |                                |            |                   |   |           
|Total liabilities and partners capital                                                                              |  | $                              | 23,775,169 |                   | $ | 23,282,169
|                                                                                                                     |  |                                |            |                   |   |           



See accompanying
notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF OPERATIONS

(unaudited)



|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|------------------------------------------------------------------------- |  | ------------------------------- | --------- | ------------------------------ | - | --------- |  | ---- | --------- |  | - | ---------
|                                                                          |  | Three Months EndedSeptember 30, |           | Nine Months EndedSeptember 30,
|                                                                          |  | 2004                            |           | 2003                           |   | 2004      |  | 2003
|EQUITY IN INCOME OF JOINT VENTURES (Note 2)                               |  | $                               | 1,142,221 |                                | $ | 420,584   |  | $    | 2,026,985 |  | $ | 1,193,896
|                                                                          |  |                                 |           |                               
|EXPENSES:                                                                 |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Partnership administration                                                |  |                                 | 38,755    |                                |   | 30,591    |  |      | 121,024   |  |   | 107,213  
|Legal and accounting fees                                                 |  |                                 | 13,197    |                                |   | 208       |  |      | 34,595    |  |   | 8,282    
|Other general and administrative                                          |  |                                 | 276       |                                |   | 718       |  |      | 1,533     |  |   | 6,905    
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total expenses                                                            |  |                                 | 52,228    |                                |   | 31,517    |  |      | 157,152   |  |   | 122,400  
|                                                                          |  |                                 |           |                               
|OTHER INCOME                                                              |  |                                 | 0         |                                |   | 0         |  |      | 179       |  |   | 652      
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|NET INCOME                                                                |  | $                               | 1,089,993 |                                | $ | 389,067   |  | $    | 1,870,012 |  | $ | 1,072,148
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS                          |  | $                               | 1,036,152 |                                | $ | 389,067   |  | $    | 1,816,171 |  | $ | 1,072,148
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|NET INCOME ALLOCATED TO CLASS B LIMITED PARTNERS                          |  | $                               | 53,841    |                                | $ | 0         |  | $    | 53,841    |  | $ | 0        
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|NET INCOME PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:                     |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS A                                                                   |  | $                               | 0.32      |                                | $ | 0.12      |  | $    | 0.57      |  | $ | 0.34     
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS B                                                                   |  | $                               | 0.19      |                                | $ | 0.00      |  | $    | 0.19      |  | $ | 0.00     
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|DISTRIBUTION OF OPERATING CASH PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS A                                                                   |  | $                               | 0.21      |                                | $ | 0.23      |  | $    | 0.41      |  | $ | 0.63     
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS B                                                                   |  | $                               | 0.00      |                                | $ | 0.00      |  | $    | 0.00      |  | $ | 0.00     
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS A                                                                   |  |                                 | 3,218,294 |                                |   | 3,181,420 |  |      | 3,210,578 |  |   | 3,177,929
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          
|CLASS B                                                                   |  |                                 | 281,706   |                                |   | 318,580   |  |      | 289,422   |  |   | 322,071  
|                                                                          |  |                                 |           |                                |   |           |  |      |           |  |   |          



See accompanying
notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF PARTNERS CAPITAL



FOR THE
YEAR ENDED DECEMBER 31, 2003

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2004 (unaudited)



|                                     |  |                  |  |                  |            |                         |       |         |   |         |   |        |  |   |   |  |   |            |  
|------------------------------------ |  | ---------------- |  | ---------------- | ---------- | ----------------------- | ----- | ------- | - | ------- | - | ------ |  | - | - |  | - | ---------- | -
|                                     |  | Limited Partners |  | General Partners |            | Total Partners Capital |      
|                                     |  | Class A          |  |                  | Class B    |                         |      
|                                     |  | Units            |  | Amounts          |            |                         | Units |         |   | Amounts |   |       
|BALANCE, December 31, 2002           |  | 3,165,583        |  | $                | 23,838,988 |                         |       | 334,417 |   |         | $ | 0      |  | $ | 0 |  | $ | 23,838,988 |  
|                                     |  |                  |  |                  |            |                        
|Net income                           |  | 0                |  |                  | 1,425,532  |                         |       | 0       |   |         |   | 0      |  |   | 0 |  |   | 1,425,532  |  
|Distributions of operating cash flow |  | 0                |  |                  | (2,726,553 | )                       |       | 0       |   |         |   | 0      |  |   | 0 |  |   | (2,726,553 | )
|Class B conversion elections         |  | 36,336           |  |                  | 0          |                         |       | (36,336 | ) |         |   | 0      |  |   | 0 |  |   | 0          |  
|                                     |  |                  |  |                  |            |                         |       |         |   |         |   |        |  |   |   |  |   |            |  
|BALANCE, December 31, 2003           |  | 3,201,919        |  |                  | 22,537,967 |                         |       | 298,081 |   |         |   | 0      |  |   | 0 |  |   | 22,537,967 |  
|                                     |  |                  |  |                  |            |                        
|Net income                           |  | 0                |  |                  | 1,816,170  |                         |       | 0       |   |         |   | 53,842 |  |   | 0 |  |   | 1,870,012  |  
|Distributions of operating cash flow |  | 0                |  |                  | (1,324,640 | )                       |       | 0       |   |         |   | 0      |  |   | 0 |  |   | (1,324,640 | )
|Class B conversion elections         |  | 16,375           |  |                  | (7,060     | )                       |       | (16,375 | ) |         |   | 7,060  |  |   | 0 |  |   | 0          |  
|                                     |  |                  |  |                  |            |                         |       |         |   |         |   |        |  |   |   |  |   |            |  
|BALANCE, September 30, 2004          |  | 3,218,294        |  | $                | 23,022,437 |                         |       | 281,706 |   |         | $ | 60,902 |  | $ | 0 |  | $ | 23,083,339 |  
|                                     |  |                  |  |                  |            |                         |       |         |   |         |   |        |  |   |   |  |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                  |  |                                 |            |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                  |  | Nine Months Ended September 30, |           
|                                                                                  |  | 2004                            |            |   | 2003 |  
|CASH FLOW FROM OPERATING ACTIVITIES:                                              |  |                                 |            |   |      |   |            |  
|Net income                                                                        |  | $                               | 1,870,012  |   |      | $ | 1,072,148  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |            |   |      |   |            |  
|Equity in income of joint ventures                                                |  |                                 | (2,026,985 | ) |      |   | (1,193,896 | )
|Operating distributions received from joint ventures                              |  |                                 | 1,995,843  |   |      |   | 2,065,199  |  
|Changes in operating assets and liabilities:                                      |  |                                 |            |   |      |   |            |  
|Accounts payable and accrued expenses                                             |  |                                 | 4,287      |   |      |   | 3,647      |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Total adjustments                                                                 |  |                                 | (26,855    | ) |      |   | 874,950    |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|Net cash provided by operating activities                                         |  |                                 | 1,843,157  |   |      |   | 1,947,098  |  
|                                                                                  |  |                                
|CASH FLOWS USED IN FINANCING ACTIVITIES:                                          |  |                                 |            |   |      |   |            |  
|Distributions paid to limited partners                                            |  |                                 | (1,381,299 | ) |      |   | (2,002,560 | )
|                                                                                  |  |                                 |            |   |      |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |                                 | 461,858    |   |      |   | (55,462    | )
|                                                                                  |  |                                
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                 | 14,175     |   |      |   | 121,265    |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                               | 476,033    |   |      | $ | 65,803     |  
|                                                                                  |  |                                 |            |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                 |            |   |      |   |            |  
|Partnership distributions payable                                                 |  | $                               | 663,773    |   |      | $ | 715,820    |  
|                                                                                  |  |                                 |            |   |      |   |            |  



See accompanying notes.



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##### Table of Contents

WELLS REAL ESTATE FUND IX, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS



SEPTEMBER 30, 2004 (unaudited)



|1. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- |  | ------------------------------------------



|(a) |  | 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 the general partners (collectively, the General Partners). 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, the 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 up to $35,000,000 of limited partnership units pursuant to a Registration Statement filed on Form S-11
under the Securities Act of 1933. The Partnership commenced active operations on February 12, 1996, upon receiving and accepting subscriptions for 125,000 units and collecting aggregate gross offering proceeds of $2,500,000, thus allowing for the
admission of New York and Pennsylvania investors in the Partnership. The offer 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 for total limited partner Capital
Contributions of $35,000,000.



The Partnership owns indirect 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):



|                                                                 |  |                                                                           |  |                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Farmers Branch, Texas 3. 305 Interlocken Parkway (formerly known as the Cirrus Logic Building) A two-story office building located in Boulder, Colorado
|Fund VIII-IX-REIT Joint Venture (Fund VIII-IX-REIT Associates) |  |    Fund VIII-IX Associates    Wells Operating Partnership, L.P.(1)      |  | 4. 15253 Bake Parkway (formerly known as the Quest Building) A two-story office building located in Irvine, California                                                                                                                                                                                   



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|                                                                                     |  |                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                                        |  | Joint Venture Partners                                                                                                                              |  | Properties                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 A three-story office building located in Knoxville, Tennessee 6. 360 Interlocken Boulevard A three-story office building located in Boulder,
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. Ohmeda Building A two-story office building located in Louisville,
Colorado



|(1) |  | Wells Operating Partnership, L.P. (Wells OP) 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.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Each of the aforementioned properties was
acquired on an all-cash basis. 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. For further
information regarding the Joint Ventures and foregoing properties, refer to the Partnerships Form 10-K for the year ended December 31, 2003.



|(b) |  | 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 accounting principles generally accepted in the United States
(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
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, 2003.



|(c) |  | Allocations of Net Income, Net Loss, and Gain on Sale
|--- |  | -----------------------------------------------------



For the purpose of determining allocations per the partnership agreement, net income is defined as Net Income recognized by the Partnership, excluding deductions for
depreciation, amortization, and cost recovery and the gain on the sale of assets. Net Income, as defined, of the Partnership is generally allocated each year in the same proportions that net cash from operations is distributed to the limited
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 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 the partners having a positive balance in their respective 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



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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.



|(d) |  | 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 has received a 10% per annum return on their respective net capital contributions, as defined. Then, such distributions are paid to the General Partners until each has received 10%
of the total amount distributed to date. Any remaining cash available for distribution is split between the limited partners holding Class A Units and the General Partners on a basis of 90% and 10%, respectively. No cash distributions will be made
to the limited partners holding Class B Units.



|(e) |  | Distribution of Sales 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 less than its original property purchase price, to the limited partners holding Class A Units until such limited
partners 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|(f) |  | Reclassifications
|--- |  | -----------------



Certain prior year amounts have been reclassified to conform with the current year financial statement presentation.



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|2. |  | INVESTMENT IN JOINT VENTURES
|-- |  | ----------------------------



|(a) |  | Basis of Presentation
|--- |  | ---------------------



The Partnership owned interests in nine properties during the periods presented through its ownership in the Joint Ventures. 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. The Partnership does not have control over the operations of the Joint Ventures;
however, it does exercise significant influence. 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. For further information regarding investments in the Joint Ventures, refer to the financial statements and footnotes included in the Partnerships Form
10-K for the year ended December 31, 2003.



|(b) |  | Summary of Operations
|--- |  | ---------------------



The following information summarizes the operations of the Joint Ventures for the three and nine months ended September 30, 2004 and 2003, respectively:



|                             |  |                                  |           |                                  |   |           |  |   |           |     |  |   |          
|---------------------------- |  | -------------------------------- | --------- | -------------------------------- | - | --------- |  | - | --------- | --- |  | - | ---------
|                             |  | Total Revenues                   |           | Net Income                      
|                             |  | Three Months Ended September 30, |           | Three Months Ended September 30,
|                             |  | 2004                             |           | 2003                             |   | 2004      |  |   | 2003     
|Fund IX-X-XI-REIT Associates |  | $                                | 1,224,840 |                                  | $ | 1,325,354 |  | $ | 572,785   | (1) |  | $ | 523,387  
|Fund VIII-IX Associates      |  |                                  | 1,982,334 |                                  |   | 843,292   |  |   | 2,032,284 | (1) |  |   | 478,512  
|                             |  |                                  |           |                                  |   |           |  |   |           |     |  |   |          
|                             |  | $                                | 3,207,174 |                                  | $ | 2,168,646 |  | $ | 2,605,069 |     |  | $ | 1,001,899
|                             |  |                                  |           |                                  |   |           |  |   |           |     |  |   |          
|                             |  |                                 
|                             |  | Total Revenues                   |           | Net Income                      
|                             |  | Nine Months Ended September 30,  |           | Nine Months EndedSeptember 30,  
|                             |  | 2004                             |           | 2003                             |   | 2004      |  |   | 2003     
|Fund IX-X-XI-REIT Associates |  | $                                | 3,851,571 |                                  | $ | 3,967,683 |  | $ | 1,537,266 | (1) |  | $ | 1,461,095
|Fund VIII-IX Associates      |  |                                  | 3,608,997 |                                  |   | 2,482,367 |  |   | 3,156,807 | (1) |  |   | 1,379,595
|                             |  |                                  |           |                                  |   |           |  |   |           |     |  |   |          
|                             |  | $                                | 7,460,568 |                                  | $ | 6,450,050 |  | $ | 4,694,073 |     |  | $ | 2,840,690
|                             |  |                                  |           |                                  |   |           |  |   |           |     |  |   |          



|(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 and nine months ended September 30, 2004 of approximately $131,982 and $71,476 for Fund IX-X-XI-REIT Associates, Fund VIII-IX 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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following information summarizes the operations of Fund VIII-IX-REIT Associates in which the Partnership held an
interest through its equity interest in Fund VIII-IX Associates for the three and nine months ended September 30, 2004 and 2003, respectively:



|                             |  |                                  |         |                                  |   |         |  |   |         |     |  |   |        
|---------------------------- |  | -------------------------------- | ------- | -------------------------------- | - | ------- |  | - | ------- | --- |  | - | -------
|                             |  | Total Revenues                   |         | Net Income                      
|                             |  | Three Months Ended September 30, |         | Three Months Ended September 30,
|                             |  | 2004                             |         | 2003                             |   | 2004    |  |   | 2003   
|Fund VIII-IX-REIT Associates |  | $                                | 172,292 |                                  | $ | 309,840 |  | $ | 113,952 | (2) |  | $ | 138,323
|                             |  |                                  |         |                                  |   |         |  |   |         |     |  |   |        
|                             |  |                                 
|                             |  | Total Revenues                   |         | Net Income                      
|                             |  | Nine Months Ended September 30,  |         | Nine Months Ended September 30, 
|                             |  | 2004                             |         | 2003                             |   | 2004    |  |   | 2003   
|Fund VIII-IX-REIT Associates |  | $                                | 979,550 |                                  | $ | 931,620 |  | $ | 617,182 | (2) |  | $ | 416,078
|                             |  |                                  |         |                                  |   |         |  |   |         |     |  |   |        



|(2) |  | 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 and nine months ended September 30, 2004 of approximately $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.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|(a) |  | Management and Leasing Fees
|--- |  | ---------------------------



The Partnership entered into a property management, leasing, and asset management agreement with Wells Management Company, Inc. (Wells Management), an
affiliate of the General Partners. In consideration for the management and leasing of properties, such properties will generally pay Wells Management, management and leasing fees equal to (a) of the gross revenues collected monthly, 3% of the gross
revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in
arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross
revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures was
$43,134 and $62,474 for the three months ended September 30, 2004 and 2003, respectively, and $162,424 and $194,470 for the nine months ended September 30, 2004 and 2003, respectively.



|(b) |  | Administration Reimbursements
|--- |  | -----------------------------



Wells Capital Inc. (Wells Capital), the corporate general partner of Wells Partners, one of our General Partners, and its affiliates perform certain
administrative services for the Partnership, such as accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among various other entities affiliated with the General Partners
(the Wells Real Estate Funds) based on time spent on each fund by individual administrative personnel. In the opinion of management, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital
$27,628 and $14,330 for the three months ended September 30, 2004 and 2003, respectively, and $77,273 and $44,453 for the nine months ended September 30, 2004, and 2003, respectively, for these services and expenses.



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|(c) |  | Conflicts of Interest
|--- |  | ---------------------



The General Partners are also general partners of other Wells Real Estate Funds. In addition, Wells Capital sponsors and advises two affiliated real estate investment
trusts (the REITs) in which it retains a residual interest. As such, there may exist conflicts of interest where the General Partners in their capacity as general partners of other Wells Real Estate Funds, or as the advisor to the REITs,
may be in competition with the Partnership for tenants in similar geographic markets.



|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
|------- |  | -------------------------------------------------------------------------------------



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



|(a) |  | Overview
|--- |  | --------



We believe that we will operate through the following five key life cycle phases. The time expected to be spent in each phase is dependent upon various economic, industry, market, and other internal/external factors.
Some overlap naturally exists in the transition from one phase to the next.



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

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



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

The period during which the
Partnership invests the capital raised during the 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;



| |  |  | 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 and distributes net sale proceeds to the partners.



Portfolio Overview



We are in the holding phase of our life cycle and own interests in nine real estate assets. Our focus at this time involves maintaining the current high occupancy level
within the portfolio and concentrating on re-leasing and marketing efforts that we believe will deliver the best operating performance for our investors.



There are three significant leasing successes that will benefit the portfolio performance over the long term. While the sole tenant of the Alstom PowerKnoxville
Building had previously provided notice to exercise an early termination option, we were able to negotiate an extension of this lease by lowering the contract rental rate to the current market



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level. We also have signed a new lease at the 15253 Bake Parkway building for a 10-year term beginning in November 2004
with respect to which we are expected to absorb its pro-rata share of re-leasing costs during 2004. We were also successful in extending the Gaiam lease at 360 Interlocken Boulevard through May 2008.



Fund VIII-IX Associates executed a lease termination agreement with Cirrus Logic, the sole
tenant of 305 Interlocken Parkway, in August 2004, in consideration for lease termination and other payments totaling approximately $4.2 million. This transaction was pursued based on our General Partners concerns over the tenants
long-term viability.



While the portfolio currently enjoys a relatively high
occupancy level, we will face some near-term leasing issues that may negatively affect our future operating performance. In addition to absorbing the costs associated with the leases at the Alstom PowerKnoxville Building and 15253 Bake
Parkway, the lease for 100% of the Ohmeda Building expires in January 2005, 305 Interlocken Parkway is vacant, and 360 Interlocken Boulevard is 79% leased. In response to these leasing challenges, we will continue to work aggressively with existing
and potential tenants in the respective markets in order to minimize the negative effects to the Partnership.



The third quarter 2004 operating distributions to the Class A Unit holders increased to 8.25% of the limited partners net capital contributions, as defined, largely due to receipt of the Cirrus Logic termination
payment. However, our General Partners anticipate that operating distributions may be reserved in the near term in order to fund our share of re-leasing costs associated with the Gambro lease at 15253 Bake Parkway and the Alstom Power lease renewal.
Additionally, our General Partners anticipate that future operating distributions may be affected as we absorb its pro-rata share of several additional capital needs, including leasing the remaining vacant space at 360 Interlocken Boulevard and
re-leasing of the Ohmeda Building in 2005.



Through September 30, 2004, Class A
Unit holders have received cumulative net operating cash flow distributions of approximately $20.7 million since inception, which equates to approximately 64% of the $32.2 million originally invested. Limited partners who have held Class B Units
since inception have cumulatively received $10.00 per unit in allocated tax losses through December 31, 2003. No operating distributions have been made to investors holding Class B Units or to the General Partners.



Property Summary



Information related to the properties owned by the Joint Ventures follows:



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



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



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



| |  |  | 15253 Bake Parkway is located in Orange County in southern California. We are pleased to report that a new lease has been signed for the entire building with a new tenant (Gambro
Healthcare, Inc.). This lease will begin on November 1, 2004, and extends through January 31, 2015. With this new lease in place, we are now marketing this asset for sale;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | As mentioned previously, we have signed an extension of the lease with Alstom Power at the Alstom PowerKnoxville Building, with a new lease expiration date of October 31,
2014. While this lease extension includes some upfront costs and reduces the contract rent to current market levels, we avoided a significant vacancy in the Knoxville market, which is experiencing a 14% vacancy level;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 360 Interlocken Boulevard is also located in Broomfield, outside Denver. The majority of this building is leased to Gaiam through May 2008, now that we have successfully extended
its lease for three years. We recently signed a new lease for approximately 4,800 square feet with Culver Financial. 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; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | The Ohmeda Building is located in Louisville, Colorado, adjacent to the Broomfield submarket. The lease for this property expires in January 2005, and we are focused on lease
negotiations for this asset.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 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.



Industry Factors



Our results continue to be impacted by a number of factors influencing the real estate industry.



General Economic and Real Estate Market Commentary



The U.S. economy appears to be on the road to recovery. The economy has
shown signs of growth recently, as companies have recommenced making investments in new employees. Job growth is the most significant demand driver for office markets. Market fundamentals are improving, and new office jobs are slowly being created.
In general, the real estate office market lags behind the overall economic recovery and, therefore, recovery is not expected until late 2004 or 2005 at the earliest, and then will vary by market.



Overall, real estate market fundamentals are weak; however, capital
continues to flow into this asset class. The increase in capital drives the prices of many properties upward and investor returns downward. There is a significant pricing differential in the underwriting parameters of well-leased assets with credit
tenants and those with either existing vacancies or substantial near-term tenant rollover. Properties with long-term leases to strong credit tenants have seen an increase in value.



The office market has significant excess space. Vacancy levels are believed to have peaked and are expected to trend
downward moderately through the end of 2004. There is some encouraging news in that construction continues to taper off and has come to a complete halt in many markets. As a result of the slowdown in new construction and the modest decline in
sublease space, net absorption has turned positive. Many industry professionals believe that office market fundamentals have bottomed-out; however, a recovery cannot be expected until job growth and corresponding demand for office space begin to
significantly increase.



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##### Table of Contents

Wells Real Estate Funds with Current Vacancy or Near-term Rollover Exposure



Real estate funds, such as the Partnership, that invest in properties with
current vacancies or near-term tenant rollover may face a challenging leasing environment. In connection with re-leasing vacant space, the properties within these funds will encounter lower market rental rates and higher concession packages to
tenants.



From a valuation standpoint, it is generally
preferable to either renew an existing tenant lease or re-lease the property prior to marketing it for sale. Generally, buyers will heavily discount their offering price to compensate for the existing or pending vacancies.



|(b) |  | Results of Operations
|--- |  | ---------------------



Equity in Income of Joint Ventures



Equity in income of Joint Ventures was $1,142,221 and $420,584 for the three months ended September 30, 2004 and 2003, respectively, and $2,026,985 and $1,193,896 for the
nine months ended September 30, 2004 and 2003, respectively. The increase in equity in income of Joint Ventures for the third quarter of 2004, as compared to the third quarter of 2003, is primarily attributable to (i) recognition of an early lease
termination fee received from Cirrus Logic, the sole tenant of 305 Interlocken Parkway, in August 2004, (ii) a significant decrease in depreciation expense on tenant improvements and amortization expense on leasing commissions related to the sole
tenant of 15253 Bake Parkway, Quest, as such assets were fully depreciated as of April 30, 2004 (the original lease expiration date), (iii) 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, partially offset by (iv) a decrease in operating income generated by Fund VIII-IX-REIT Associates and Fund VIII-IX Associates as a result of the
aforementioned lease terminations, and (v) a decrease in operating income generated by Fund IX-X-XI-REIT Associates as a result of entering into lease amendments with the sole tenant of the Alstom Power-Knoxville Building and the majority tenant of
360 Interlocken Boulevard to extend their lease terms at the respective current prevailing market rates, which are less than the rates previously charged.



In addition to the items discussed in the preceding paragraph, the increase in equity in income of Joint Ventures for the nine months ended September 30, 2004, as
compared to the nine months ended September 30, 2003, resulted primarily from additional operating expense reimbursement revenue generated by the US Cellular Building and the Alstom PowerKnoxville Building following the 2003 reconciliations
for those tenants in the first quarter of 2004. Tenants are billed for operating expense reimbursements based on estimates, which are reconciled in the following calendar year based on actual costs incurred and the terms of the corresponding tenant
leases.



Expenses of the Partnership



Our total expenses were $52,228 and $31,517 for the three months ended September 30, 2004
and 2003, respectively, and $157,152 and $122,400 for the nine months ended September 30, 2004 and 2003, respectively. The increases are primarily a result of higher administrative salaries, accounting fees, legal fees, and printing costs associated
with increased reporting and regulatory requirements. We anticipate additional increases related to implementing and adhering to such reporting and regulatory requirements going forward.



|(c) |  | Liquidity and Capital Resources
|--- |  | -------------------------------



Our operating strategy entails funding expenses related to the recurring operations of the properties owned by the Joint Ventures with rental revenues collected, and
assessing the amount of remaining cash flows that will be required to fund portfolio expenses, known re-leasing costs and other capital improvements. Any residual operating cash flows are distributed from the Joint Ventures to the Partnership, and
are considered available for distribution to the limited partners. Distributions are generally paid to the limited partners 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 the Joint Ventures tenants to honor lease



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payments and our ability to assist the Joint Ventures in re-leasing 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, 2004, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately
$1,843,000, as compared to approximately $1,947,000 for the nine months ended September 30, 2003. 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. The majority of such operating cash flows were used to pay operating distributions to limited partners.



Future operating distributions are expected to be reserved in order to fund our pro-rata share of leasing costs for 360 Interlocken
Boulevard, the Alstom PowerKnoxville Building, and 15253 Bake Parkway. At this time, we expect to continue to generate cash flows from operations, including distributions from the Joint Ventures, sufficient to cover our estimated future
expenses. 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 distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $692,000 as of September 30, 2004. During the
remainder of 2004, our General Partners anticipate that we will fund its proportionate share of capital expenditures noted above.



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, tenant improvements, renovations, expansions and other significant capital improvements necessary for properties owned
through the Joint Ventures. Specifically, we anticipate funding our proportionate share of the costs necessary to re-lease the Ohmeda Building upon the January 2005 expiration of the sole tenants lease. We expect to continue to use
substantially all future net cash flows from operations. Future cash flows from operating activities will be primarily effected 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 incur capital
expenditures primarily in the form of 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.



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Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership during the
second month 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.



As of September 30, 2004, we have received, used, and held net proceeds from the sale of
properties as presented below:



|                        |  |              |         |     |                                       |      |         |                                              |   |                                 |  |                                 |   |                                                    |  |  |   |   |  |   |        
|----------------------- |  | ------------ | ------- | --- | ------------------------------------- | ---- | ------- | -------------------------------------------- | - | ------------------------------- |  | ------------------------------- | - | -------------------------------------------------- |  |  | - | - |  | - | -------
|                        |  | Net Proceeds |         |     | Partnerships Approximate Ownership % |      |         | Net Proceeds Attributable to the Partnership |   | Cumulative NetProceeds Invested |  | Distributed to Partners to date |   | Undistributed NetProceeds as of September 30, 2004
|Property                |  |              |         |     | Amount                                |      | Purpose |                                              |  
|305 Interlocken Parkway |  | $            | 800,000 | (1) |                                       | 45.2 | %       |                                              | $ | 361,626                         |  | $                               | 0 |                                                    |  |  | $ | 0 |  | $ | 361,626
|                        |  |              |         |     |                                       |      |         |                                              |   |                                 |  |                                 |   |                                                    |  |  |   |   |  |   |        



|(1) |  | Represents received for unamortized tenant
improvements in connection with the Cirrus Login lease termination further described in section (d) below.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



These net proceeds are held in reserve by Fund VIII-IX Associates as our General Partners continue to monitor our capital needs and evaluate the availability of net sale
proceeds for distribution to the limited partners in the future.



|(d) |  | Contractual Obligations and Commitments
|--- |  | ---------------------------------------



On August 20, 2004, Fund VIII-IX Associates and Cirrus Logic, the sole tenant of 305 Interlocken Parkway and an unrelated third party, entered into a Lease Termination
Agreement (the Agreement). Effective August 2004, the Agreement terminates a lease between Fund VIII-IX Associates and Cirrus Logic for approximately 49,000 square feet of office space in Denver, Colorado with an original expiration date
of April 30, 2012. We own an equity interest of approximately 45.2% in Fund VIII-IX Associates.



Under the terms of the Agreement, in consideration for the release of Cirrus Logic from any and all liabilities and obligations arising out of its lease with Fund VIII-IX Associates, Cirrus Logic terminated its right
to occupy the premises and agreed to pay Fund VIII-IX Associates approximately $2.4 million. Additionally, Cirrus Logic delivered $1.8 million to an escrow agent, of which $1.3 million and $0.5 million are designated to fund or reimburse Fund
VIII-IX Associates for future re-leasing costs and operating expenses, respectively.



|(e) |  | Related-Party Transactions
|--- |  | --------------------------



We have entered into agreements with Wells Capital, the General Partner of Wells Partners, and its affiliates, whereby we pay certain fees or reimbursements to Wells
Capital or its affiliates (e.g., property management and leasing fees, administrative salary reimbursements, etc.). See Note 3 to our financial statements included in this report for a discussion of the various related-party transactions,
agreements, and fees.



|(f) |  | 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 would
protect the Partnership 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.



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|(g) |  | 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.



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 Ventures 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, which resulted in an increase to our net income for the three and nine months ended September 30, 2004. 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 real estate assets we held as of September 30, 2004.



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.



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|(h) |  | Economic Dependency
|--- |  | -------------------



We have engaged Wells Management to supervise the management and leasing of properties owned through the Joint Ventures, and Wells Capital to perform certain administrative services, including accounting, shareholder
communications, and investor relations. As a result of these relationships, we are dependent upon Wells Management, Wells Capital, and other affiliates thereof to provide certain services that are essential to the Partnerships operations,
including asset management and property management services, asset acquisition and disposition services, and other administrative responsibilities under agreements, some of which have terms of one year or less.



Wells Management and Wells Capital are 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. Due to their common ownership and importance to WREF, we focus 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, it may become necessary for the Partnership and/or the Joint Ventures to find alternative service
providers.



For the nine months ended September 30, 2004, WREFs operating
expenses exceeded operating revenues by approximately $11 million. During the first two quarters of 2004, WREF incurred net losses primarily due to the fact that revenues from acquisition, advisory, asset management services and property management
services were less than the costs to provide such services. In planning for 2004, WREF anticipated incurring short-term losses and, accordingly, has reserved funds adequate to cover such a shortfall. WREF anticipated generating lower revenues in
2004, as compared to 2003, primarily due to the fact that the majority of its revenues are earned as a percentage of sales of affiliated investment products. The sale of shares of Wells Real Estate Investment Trust II, Inc. (REIT II), an
investment product sponsored by WREF whose offering commenced in December 2003, was anticipated to be significantly less in 2004 than the sale of shares of Wells Real Estate Investment Trust, Inc. (REIT I), another investment product
sponsored by WREF whose offering closed in December 2003. Consistent with sale of shares of REIT I during the beginning of its offering period, the sale of shares of REIT II was anticipated to remain relatively low in the beginning of its offering
period.



For the three months ended September 30, 2004, on a consolidated
basis, WREFs operating revenues exceeded operating expenses by approximately $6 million. WREF is also expecting operating revenues to exceed operating expenses during the fourth quarter of 2004. WREF believes that the cash availability
provided by both funds on hand and borrowing capacity through various credit facilities will be adequate to meet its obligations.



|ITEM 3. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|------- |  | -----------------------------------------------------------



Since the Partnership does not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, it is 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
|------- |  | -----------------------



The Partnership carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the corporate general partner of one of the
General Partners of the Partnership, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnerships disclosure controls and procedures were
effective.



There were no significant changes in the Partnerships
internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnerships internal control over financial reporting.



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PART II.    OTHER INFORMATION



|ITEM 6. |  | EXHIBITS
|------- |  | --------



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



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 12, 2004 |  |  |  | /s/    LEO F. WELLS, III                                              
|                  |  |  |  | Leo F. Wells, III President                                           
|                  |  | 
|November 12, 2004 |  |  |  | /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                                                                                                                                                                                                                                                                                                    
|            | 
|10.1        |  | Lease Agreement with Gambro Healthcare, Inc. for the 15253 Bake Parkway Building (previously filed with the Commission as Exhibit 10.1 to the Form 10-Q of Wells Real Estate Fund VIII, L.P.
for the period ending September 30, 2004, Commission File No. 0-27888, and hereby incorporated by this reference) 
|            | 
|10.2        |  | Fourth Amendment to Lease Agreement with Alstom Power, Inc. for the Alstom Power Building                                                                                                                                                                                                                      
|            | 
|10.3        |  | Lease Termination Agreement with Cirrus Logic, Inc. for the Cirrus Logic Building (previously filed with the Commission as Exhibit 10.2 to the Form 10-Q of Wells Real Estate Fund VIII, L.P.
for the period ending September 30, 2004, Commission File No. 0-27888, and hereby incorporated by this reference)
|            | 
|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