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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007 or



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number 0-22039



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WELLS REAL ESTATE FUND IX, L.P.

(Exact name of registrant as specified in its
charter)



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

N/A

(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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund IX, L.P. (the Partnership or the Registrant) 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, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future
obligations, and the amount and timing of any 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 this
report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such 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 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
partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A. in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of some of the risks and
uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.



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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  March 31, 2007 (unaudited) and December 31, 2006                                                          |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months Ended March 31, 2007 (unaudited) and 2006 (unaudited)                        |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2006 and the Three Months Ended March 31, 2007 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Three Months Ended March 31, 2007 (unaudited) and 2006 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                        |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 15      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                 |  | 21      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                    |  | 21      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                           
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                          |  | 22      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                               |  | 22      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 22      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                            |  | 22      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                        |  | 22      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                          |  | 23      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                   |  | 23      



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|PART I. | FINANCIAL INFORMATION
|------- | ---------------------



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

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

The accompanying financial statements should be read in conjunction with the notes to the Partnerships
financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included both in this report on Form 10-Q and in the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006. The Partnerships results of operations for the three months ended March 31, 2007 are not necessarily indicative of the operating results expected for the full year.



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WELLS REAL ESTATE FUND IX, L.P.



BALANCE SHEETS

ASSETS



|                             |  |                            |            |                   |   |           
|---------------------------- |  | -------------------------- | ---------- | ----------------- | - | ----------
|                             |  | (Unaudited) March 31, 2007 |            | December 31, 2006
|Investment in joint ventures |  | $                          | 11,739,979 |                   | $ | 13,597,213
|Cash and cash equivalents    |  |                            | 6,391,074  |                   |   | 4,477,121 
|Due from joint ventures      |  |                            | 234,580    |                   |   | 74,414    
|Other assets                 |  |                            | 27,986     |                   |   | 5,772     
|                             |  |                            |            |                   |   |           
|Total assets                 |  | $                          | 18,393,619 |                   | $ | 18,154,520
|                             |  |                            |            |                   |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                              |  |   |            |  |   |           
|----------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|LIABILITIES:                                                                                                                  |  |   |            |  |   |           
|Accounts payable and accrued expenses                                                                                         |  | $ | 26,128     |  | $ | 37,141    
|Due to affiliates                                                                                                             |  |   | 18,204     |  |   | 7,118     
|Partnership distributions payable                                                                                             |  |   | 248,005    |  |   | 0         
|                                                                                                                              |  |   |            |  |   |           
|Total liabilities                                                                                                             |  |   | 292,337    |  |   | 44,259    
|                                                                                                                              |  |  
|PARTNERS CAPITAL:                                                                                                            |  |   |            |  |   |           
|Limited partners:                                                                                                             |  |   |            |  |   |           
|Class A  3,259,390 units and 3,259,190 units issued and outstanding as of March 31, 2007 and December 31, 2006,
respectively |  |   | 18,101,282 |  |   | 18,109,548
|Class B  240,610 units and 240,810 units issued and outstanding as of March 31, 2007 and December 31, 2006,
respectively     |  |   | 0          |  |   | 0         
|General partners                                                                                                              |  |   | 0          |  |   | 713       
|                                                                                                                              |  |   |            |  |   |           
|Total partners capital                                                                                                       |  |   | 18,101,282 |  |   | 18,110,261
|                                                                                                                              |  |   |            |  |   |           
|Total liabilities and partners capital                                                                                       |  | $ | 18,393,619 |  | $ | 18,154,520
|                                                                                                                              |  |   |            |  |   |           

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF OPERATIONS



|                                                      |  |                                         |           |   |      |   |          
|----------------------------------------------------- |  | --------------------------------------- | --------- | - | ---- | - | ---------
|                                                      |  | (Unaudited) Three Months EndedMarch 31,
|                                                      |  | 2007                                    |           |   | 2006
|EQUITY IN INCOME OF JOINT VENTURES                    |  | $                                       | 205,975   |   |      | $ | 381,232  
|                                                      |  |                                        
|EXPENSES:                                             |  |                                         |           |   |      |   |          
|General and administrative                            |  |                                         | 42,004    |   |      |   | 66,120   
|                                                      |  |                                        
|INTEREST AND OTHER INCOME                             |  |                                         | 75,055    |   |      |   | 19,244   
|                                                      |  |                                         |           |   |      |   |          
|NET INCOME                                            |  | $                                       | 239,026   |   |      | $ | 334,356  
|                                                      |  |                                         |           |   |      |   |          
|                                                      |  |                                        
|NET INCOME (LOSS) ALLOCATED TO:                       |  |                                         |           |   |      |   |          
|CLASS A LIMITED PARTNERS                              |  | $                                       | 239,739   |   |      | $ | 333,989  
|                                                      |  |                                         |           |   |      |   |          
|CLASS B LIMITED PARTNERS                              |  | $                                       | 0         |   |      | $ | 0        
|                                                      |  |                                         |           |   |      |   |          
|GENERAL PARTNERS                                      |  | $                                       | (713      | ) |      | $ | 367      
|                                                      |  |                                         |           |   |      |   |          
|                                                      |  |                                        
|NET INCOME PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                         |           |   |      |   |          
|CLASS A                                               |  |                                         | $0.07     |   |      |   | $0.10    
|                                                      |  |                                         |           |   |      |   |          
|CLASS B                                               |  |                                         | $0.00     |   |      |   | $0.00    
|                                                      |  |                                         |           |   |      |   |          
|                                                      |  |                                        
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:   |  |                                         |           |   |      |   |          
|CLASS A                                               |  |                                         | 3,259,390 |   |      |   | 3,259,190
|                                                      |  |                                         |           |   |      |   |          
|CLASS B                                               |  |                                         | 240,610   |   |      |   | 240,810  
|                                                      |  |                                         |           |   |      |   |          

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2006

AND THE THREE MONTHS ENDED MARCH 31, 2007 (UNAUDITED)



|                                                                              |  |                  |  |                 |            |   |                       |         |   |        |   |   |  |   |      |   |  |   |            |  
|----------------------------------------------------------------------------- |  | ---------------- |  | --------------- | ---------- | - | --------------------- | ------- | - | ------ | - | - |  | - | ---- | - |  | - | ---------- | -
|                                                                              |  | Limited Partners |  | GeneralPartners |            |   | TotalPartnersCapital |        
|                                                                              |  | Class A          |  |                 | Class B    |   |                      
|                                                                              |  | Units            |  | Amount          |            |   | Units                 |         |   | Amount |   |  
|BALANCE, December 31, 2005                                                    |  | 3,259,190        |  | $               | 18,224,192 |   |                       | 240,810 |   |        | $ | 0 |  | $ | 0    |   |  | $ | 18,224,192 |  
|                                                                              |  |                  |  |                 |            |  
|Net income                                                                    |  | 0                |  |                 | 778,160    |   |                       | 0       |   |        |   | 0 |  |   | 713  |   |  |   | 778,873    |  
|Distributions of operating cash flow($0.27 per weighted-average Class A Unit) |  | 0                |  |                 | (892,804   | ) |                       | 0       |   |        |   | 0 |  |   | 0    |   |  |   | (892,804   | )
|                                                                              |  |                  |  |                 |            |   |                       |         |   |        |   |   |  |   |      |   |  |   |            |  
|BALANCE, December 31, 2006                                                    |  | 3,259,190        |  |                 | 18,109,548 |   |                       | 240,810 |   |        |   | 0 |  |   | 713  |   |  |   | 18,110,261 |  
|                                                                              |  |                  |  |                 |            |  
|Class B conversion elections                                                  |  | 200              |  |                 | 0          |   |                       | (200    | ) |        |   | 0 |  |   | 0    |   |  |   | 0          |  
|Net income (loss)                                                             |  | 0                |  |                 | 239,739    |   |                       | 0       |   |        |   | 0 |  |   | (713 | ) |  |   | 239,026    |  
|Distributions of operating cash flow($0.08 per weighted-average Class A Unit) |  | 0                |  |                 | (248,005   | ) |                       | 0       |   |        |   | 0 |  |   | 0    |   |  |   | (248,005   | )
|                                                                              |  |                  |  |                 |            |   |                       |         |   |        |   |   |  |   |      |   |  |   |            |  
|BALANCE, March 31, 2007                                                       |  | 3,259,390        |  | $               | 18,101,282 |   |                       | 240,610 |   |        | $ | 0 |  | $ | 0    |   |  | $ | 18,101,282 |  
|                                                                              |  |                  |  |                 |            |   |                       |         |   |        |   |   |  |   |      |   |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                                          |           |   |      |   |           |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---- | - | --------- | -
|                                                                                  |  | (Unaudited) Three Months Ended March 31, |          
|                                                                                  |  | 2007                                     |           |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                          |           |   |      |   |           |  
|Net income                                                                        |  | $                                        | 239,026   |   |      | $ | 334,356   |  
|Operating distributions received from joint ventures                              |  |                                          | 74,401    |   |      |   | 247,709   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                          |           |   |      |   |           |  
|Equity in income of joint ventures                                                |  |                                          | (205,975  | ) |      |   | (381,232  | )
|Changes in assets and liabilities:                                                |  |                                          |           |   |      |   |           |  
|Increase in other assets                                                          |  |                                          | (22,214   | ) |      |   | (4,250    | )
|Decrease in accounts payable and accrued expenses                                 |  |                                          | (11,013   | ) |      |   | (17,545   | )
|Increase (decrease) in due to affiliates                                          |  |                                          | 11,086    |   |      |   | (2,036    | )
|                                                                                  |  |                                          |           |   |      |   |           |  
|Net cash provided by operating activities                                         |  |                                          | 85,311    |   |      |   | 177,002   |  
|                                                                                  |  |                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                          |           |   |      |   |           |  
|Net sale proceeds received from joint ventures                                    |  |                                          | 1,828,642 |   |      |   | 0         |  
|                                                                                  |  |                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                          |           |   |      |   |           |  
|Operating distributions paid to limited partners                                  |  |                                          | 0         |   |      |   | (280,915  | )
|                                                                                  |  |                                          |           |   |      |   |           |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |                                          | 1,913,953 |   |      |   | (103,913  | )
|                                                                                  |  |                                         
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                          | 4,477,121 |   |      |   | 1,422,651 |  
|                                                                                  |  |                                          |           |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                                        | 6,391,074 |   |      | $ | 1,318,738 |  
|                                                                                  |  |                                          |           |   |      |   |           |  
|                                                                                  |  |                                         
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                          |           |   |      |   |           |  
|Partnership distributions payable                                                 |  | $                                        | 248,005   |   |      | $ | 297,601   |  
|                                                                                  |  |                                          |           |   |      |   |           |  

See accompanying notes.



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WELLS REAL ESTATE FUND IX, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2007 (unaudited)



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------

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

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

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



|                                                                   |  |                                                                         |  |                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------ |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                      |  | Joint Venture Partners                                                  |  | Properties                                                                                                                                                                                                                                                                                                    
|Fund VIII and Fund IX Associates (Fund VIII-IX Associates)       |  |   Wells Real Estate Fund VIII, L.P.
  Wells Real Estate Fund IX, L.P. |  | 1. US Cellular Building A four-story office building located in Madison, Wisconsin  2. 14079 Senlac Drive (formerly known as the AT&T  Texas Building) A one-story office building located in Farmers Branch, Texas  3. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado
|Fund VIII-IX-REIT Joint Venture(Fund VIII-IX-REIT Associates)(1) |  |   Fund VIIIIX Associates   Wells Operating Partnership, L.P.         |  | No properties owned during the periods presented.                                                                                                                                                                                                                                                             



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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. |  | 5. 360 Interlocken Building A three-story office building located in Broomfield, Colorado 
6. Avaya Building A one-story office building located in Oklahoma City, Oklahoma  7. Iomega Building(2) A single-story warehouse and office building located in Ogden, Utah  8. 1315 West Century Drive(3) A two-story office building located in Louisville, Colorado



| | (1) | This joint venture was liquidated in 2007.
| | --- | ------------------------------------------



| | (2) | This property was sold in January 2007.
| | --- | ---------------------------------------



| | (3) | This property was sold in December 2006.
| | --- | ----------------------------------------

Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund X, L.P, and Wells Real Estate Fund XI, L.P. are affiliated with the Partnership through common general
partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006.

On December 22, 2006, Fund IX-X-XI-REIT Associates sold 1315 West Century Drive to an unrelated third party for a gross sale
price of $8,325,000. As a result of the sale, Fund IX-X-XI-REIT Associates received net sale proceeds of approximately $8,060,000, of which approximately $3,146,000 was distributed to the Partnership. As of September 30, 2006, Fund IX-X-XI-REIT
Associates recognized an impairment loss of approximately $354,000 in order to reduce the carrying value of 1315 West Century Drive to its estimated fair value, less costs to sell, and recognized an additional loss on sale of approximately $134,000.
Approximately $138,000 and $52,000 of the impairment loss and loss on sale were allocable to the Partnership, respectively.

On January 31, 2007, Fund
IX-X-XI-REIT Associates sold the Iomega Building to an unrelated third party for a gross sale price of approximately $4,867,000. As a result of the sale, the Partnership received net sale proceeds of approximately $1,829,000 and was allocated a gain
of approximately $69,000, which may be adjusted as additional information becomes available in subsequent periods.



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

Basis of
Presentation

The financial statements of the Partnership have been prepared in accordance with rules and regulations of the Securities and Exchange
Commission (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted
accounting principles (GAAP) for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and
necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the
Partnerships Annual Report on Form 10-K for the year ended December 31, 2006.



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##### Table of Contents

Investment in Joint Ventures

The Partnership has evaluated the Joint Ventures and concluded that none are variable interest entities under the provisions of Financial Accounting Standards Board Interpretation (FIN) No. 46(R), Consolidation of
Variable Interest Entities, which supersedes FIN No. 46 and is an interpretation of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements. The Partnership does not have control over the
operations of the Joint Ventures; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint
Ventures, or their real property investments. Accordingly, upon applying the provisions of Statement of Financial Accounting Standard (SFAS) No. 94, Consolidation of All Majority-Owned Subsidiaries, ARB No. 51, and
Statement of Position No. 78-9, Accounting for Investments In Real Estate Ventures, the Partnership accounts for its investments in the Joint Ventures using the equity method of accounting, whereby original investments are recorded at
cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint venture
partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Other Assets

As of March 31, 2007 and December 31, 2006,
other assets is comprised of interest income receivable.

Distributions of Net Cash from Operations

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

Distribution of Sale Proceeds

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



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



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



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



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



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



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##### Table of Contents

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



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

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

For the
purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery, and the gain on the sale of asset. Net income,
as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners holding Class A Units and the General Partners. To the extent the Partnerships net income in
any year exceeds net cash from operations, it will be allocated 99% to the limited partners holding Class A Units and 1% to the General Partners.

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

Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are
made, if applicable: (i) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (ii) allocations to partners having negative capital accounts until all negative capital accounts have been restored
to zero; and (iii) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess
of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Reclassifications

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

Recent Accounting Pronouncements

In September 2006, the Financial
Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures required for fair value measurements under
GAAP, including amending SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed to an entity-specific measurement. SFAS
No. 157 will be effective for the Partnership beginning January 1, 2008. The Partnership is currently assessing provisions and evaluating the financial impact of SFAS No. 157 on its financial statements, however, does not believe the
adoption of this pronouncement will have a material impact on its financial statements.

In July 2006, the FASB issued FIN No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes, which clarifies the relevant criteria and approach for the recognition, derecognition, and measurement of uncertain tax positions. FIN
No. 48 was effective for the



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##### Table of Contents

Partnership beginning January 1, 2007. The adoption of this pronouncement has not had a material impact on the Partnerships financial statements.



|3. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------

Summary of Financial Information

Condensed financial information for the joint ventures in which the Partnership held direct interests for the three months ended March 31, 2007
and 2006, respectively, is presented below:



|                             |  |                             |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |         |      |   |     |  |   |         |  |   |        
|---------------------------- |  | --------------------------- | ------- | -------------------------------- | - | ---------------------------------- |  | --------------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | --- |  | - | ------- |  | - | -------
|                             |  | Total Revenues              |         | Income FromContinuing Operations |   | Income FromDiscontinued Operations |  | Net Income                 
|                             |  | Three Months EndedMarch 31, |         | Three Months EndedMarch 31,      |   | Three Months EndedMarch 31,        |  | Three Months EndedMarch 31,
|                             |  | 2007                        |         | 2006                             |   | 2007                               |  | 2006                        |         | 2007 |   | 2006    |  | 2007 |         | 2006
|Fund VIII-IX Associates      |  | $                           | 604,901 |                                  | $ | 1,168,378                          |  | $                           | 180,522 |      | $ | 733,613 |  | $    | 0       |      | $ | 0   |  | $ | 180,522 |  | $ | 733,613
|Fund IX-X-XI-REIT Associates |  |                             | 384,931 |                                  |   | 383,791                            |  |                             | 109,499 |      |   | 126,264 |  |      | 209,158 |      |   | 853 |  |   | 318,657 |  |   | 127,117
|                             |  |                             |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |         |      |   |     |  |   |         |  |   |        
|                             |  | $                           | 989,832 |                                  | $ | 1,552,169                          |  | $                           | 290,021 |      | $ | 859,877 |  | $    | 209,158 |      | $ | 853 |  | $ | 499,179 |  | $ | 860,730
|                             |  |                             |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |         |      |   |     |  |   |         |  |   |        

Condensed financial information for the joint venture in which the Partnership held an interest through its
interest in Fund VIII-IX Associates for the three months ended March 31, 2007 and 2006, respectively, is presented below:



|                             |  |                    |  |                                |  |                                    |  |                    |  |      |  |      |  |      |  |         
|---------------------------- |  | ------------------ |  | ------------------------------ |  | ---------------------------------- |  | ------------------ |  | ---- |  | ---- |  | ---- |  | --------
|                             |  | Total Revenues     |  | Loss FromContinuing Operations |  | Income FromDiscontinued Operations |  | Net Loss          
|                             |  | Three Months Ended |  | Three Months Ended             |  | Three Months Ended                 |  | Three Months Ended
|                             |  | March 31,          |  | March 31,                      |  | March 31,                          |  | March 31,         
|                             |  | 2007               |  | 2006                           |  | 2007                               |  | 2006               |  | 2007 |  | 2006 |  | 2007 |  | 2006    
|                             |  |                    |  |                                |  |                                    |  |                    |  |      |  |      |  |     
|Fund VIII-IX-REIT Associates |  | $0                 |  | $837                           |  | $0                                 |  | $(4,399)           |  | $0   |  | $0   |  | $0   |  | $(4,399)
|                             |  |                    |  |                                |  |                                    |  |                    |  |      |  |      |  |      |  |         

The Partnership allocates its share of earnings generated by the properties owned by the Joint Ventures to its
Class A and Class B limited partners pursuant to the partnership agreement provisions outlined in Note 2 for net income, net loss, and gain on sale, respectively. The components of income (loss) from discontinued operations recognized by the
Joint Ventures are provided below:



|                             |  |                 |        |                |   |         |  |                 |         |             |   |       |  |   |   |  |   |    
|---------------------------- |  | --------------- | ------ | -------------- | - | ------- |  | --------------- | ------- | ----------- | - | ----- |  | - | - |  | - | ---
|                             |  | March 31, 2007  |        | March 31, 2006
|                             |  | OperatingIncome |        | Gainon Sale    |   | Total   |  | OperatingIncome |         | Gainon Sale |   | Total
|Fund VIII-IX Associates      |  | $               | 0      |                | $ | 0       |  | $               | 0       |             | $ | 0     |  | $ | 0 |  | $ | 0  
|Fund VIII-IX-REIT Associates |  |                 | 0      |                |   | 0       |  |                 | 0       |             |   | 0     |  |   | 0 |  |   | 0  
|Fund IX-X-XI-REIT Associates |  |                 | 23,137 |                |   | 186,021 |  |                 | 209,158 |             |   | 853   |  |   | 0 |  |   | 853
|                             |  |                 |        |                |   |         |  |                 |         |             |   |       |  |   |   |  |   |    
|                             |  | $               | 23,137 |                | $ | 186,021 |  | $               | 209,158 |             | $ | 853   |  | $ | 0 |  | $ | 853
|                             |  |                 |        |                |   |         |  |                 |         |             |   |       |  |   |   |  |   |    

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of March 31, 2007 and December 31, 2006 represents operating cash flow generated by the Joint Ventures for the three months ended
March 31, 2007 and December 31, 2006, respectively, which is attributable to the Partnership.



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|4. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an
affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnerships properties owned through the Joint Ventures, equal
to (a) of the gross revenues collected monthly, 3% for management services and 3% for leasing services, plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged
in arms-length transactions by others rendering similar services in the same geographic area for similar properties, which is assessed periodically based on market studies, or (b) in the case of commercial properties leased on a long-term
net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly,
included in equity in income of joint ventures in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures is $20,370 and $27,977 for the
three months ended March 31, 2007 and 2006, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of our general partners, and Wells Management perform certain administrative services for the
Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of the amount of time dedicated to
each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital and Wells Management for administrative expenses of
$23,118 and $21,795 for the three months ended March 31, 2007 and 2006, respectively. In addition, Wells Capital pays for certain operating expenses of the Partnership (bill-backs) directly and invoices the Partnership for the
reimbursement thereof on a monthly basis. As of March 31, 2007 and December 31, 2006, due to affiliates balances represent administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Economic Dependency

We have engaged Wells Capital and Wells
Management to provide certain essential services for us, including supervision of the management and leasing of our properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting
services and investor communications and relations. These agreements are terminable by either party upon 60 days written notice. As a result of these relationships, we are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are all owned and controlled by Wells Real Estate Funds, Inc. (WREF). The operations of Wells Capital and Wells Management
represent substantially all of the business of WREF. Accordingly, 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, we might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent
upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future acquisitions and
dispositions of real estate assets by WREF-sponsored programs. As of March 31, 2007, the General Partners believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and
current receivables necessary to meet its current and future obligations as they become due.



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Assertion of Legal Action Against Related-Parties

On March 12, 2007, a stockholder of Wells REIT filed a purported class action and derivative complaint, Washtenaw County Employees Retirement System v. Wells Real Estate Investment Trust, Inc., et
al., in the United States District Court for the District of Maryland against, among others, Wells REIT, Leo F. Wells, III, one of our General Partners, Wells Capital, the corporate general partner of Wells Partners, our other general partner,
Wells Management, our property manager, certain affiliates of WREF, the directors of Wells REIT, and certain individuals who formerly served as officers and directors of Wells REIT prior to the closing of the internalization transaction on
April 16, 2007. The complaint alleges violations of the federal proxy rules based on allegations that the proxy statement of Wells REIT filed with the SEC on February 26, 2007 contains false and misleading statements and omits to state
material facts and breaches of fiduciary duty arising from the Wells REIT internalization transaction and the related proxy statement. The complaint seeks, among other things, unspecified monetary damages. On April 9, 2007, the District Court
denied the plaintiffs motion for an order enjoining the internalization transaction. On April 17, 2007, the Court granted the defendants motion to transfer venue to the United States District Court for the Northern District of
Georgia, and the case was docketed in the Northern District of Georgia on April 24, 2007. Mr. Wells, Wells Capital, and Wells Management intend to vigorously defend this action. Any financial loss incurred by Wells Capital, Wells
Management, or its affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.



|5. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

The Partnership and its General
Partners are from time to time a party to legal proceedings, which arise in the ordinary course of its business. The Partnership is not currently involved in any legal proceedings of which the outcome is reasonably possible to have a material
adverse effect on results of operations or financial condition. The Partnership is not aware of any legal proceedings contemplated by governmental authorities.



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

The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also Cautionary Note Regarding Forward-Looking Statements preceding
Part I, as well as the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the year ended December 31, 2006.

Overview

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



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

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



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

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



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

The period
during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;



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##### Table of Contents

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

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



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

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

Portfolio Overview

We are currently in the holding phase of our life cycle. We now own interests in five assets,
following the sales of 1315 West Century Drive in the fourth quarter of 2006 and the Iomega Building in the first quarter of 2007. Our focus at this time involves increasing the occupancy level within our portfolio and concentrating on re-leasing
and marketing efforts that we believe will deliver the best operating performance for our limited partners.

The sales of 1315 West Century Drive and
the Iomega Building provided us the opportunity to avoid substantial re-leasing costs. The 1315 West Century Drive property had been vacant since April 2005 and leasing interest had been minimal. While the Iomega Building was leased through
April 2009, the tenant was not occupying the building and re-leasing the building following the known vacancy would have involved considerable costs, both in terms of re-leasing costs and lost revenue during the downtime. As a result of the property
sales, we anticipate distributing net sale proceeds of approximately $5.1 million to the limited partners in August 2007 from the sales of Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building.

The first quarter 2007 operating distributions to limited partners increased compared to the fourth quarter 2006 due to funding our pro-rata share of capital
expenditures at 1315 West Century Drive and absorbing the rental abatement periods at the US Cellular Building primarily in the fourth quarter of 2006. We anticipate that operating distributions will remain low in the near-term as a result of the
recent property sales.

Property Summary

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

Information relating to the properties owned, or previously owned, by the Joint Ventures is provided below:



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



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



| |  |  | The 1315 West Century Drive property sold on December 22, 2006.
| | - |  | ---------------------------------------------------------------



| |  |  | The Iomega Building sold on January 31, 2007.
| | - |  | ---------------------------------------------



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##### Table of Contents

| |  |  | The US Cellular Building is located in Madison, Wisconsin. During the third quarter of 2006, a lease amendment was signed with United States Cellular Operating
Company that extends the lease termination date through January 2013 and reduces the square footage leased from approximately 102,000 square feet to approximately 75,000 square feet as of January 1, 2007. We are actively working on re-leasing
the remaining approximately 27,000 square feet.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 14079 Senlac Drive property, located in Farmers Branch, Texas, is 100% leased through July 2011.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | The 305 Interlocken Parkway property, located in the Broomfield submarket of Denver, Colorado, is 100% leased through August 2011.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 360 Interlocken Building, located in the Broomfield submarket of Denver, Colorado, is 100% leased. The majority of this building is leased to GAIAM, Inc.
through May 2008.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

Liquidity and Capital Resources

Overview

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

Short-Term Liquidity

During the three months ended March 31,
2007, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $85,000. We held such net operating cash flows in reserve to fund our pro-rata share of capital expenditures at 1315 West Century
Drive. Operating 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. 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 anticipate future operating distributions from the Joint Ventures may decline as a result of the sale of the Iomega Building in the first quarter of 2007. During 2007, we also
received net proceeds of approximately $1,829,000 from the sale of the Iomega Building.

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 $292,000 as of March 31, 2007.

Long-Term
Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the Joint Ventures and net
proceeds generated from the selective and strategic sale of properties. Our future long-term liquidity requirements will include, but not be limited to, funding tenant improvements, renovations, expansions, and other significant capital improvements
necessary for properties owned through the Joint Ventures. We expect to continue to use substantially all future net cash flows from operations to provide funding



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##### Table of Contents

for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from the Joint Ventures, which are
dependent upon net operating income generated by the Joint Ventures properties, less reserves, for known capital expenditures.

Capital Resources

The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties, or investing in
joint ventures formed for the same purpose, and has invested all of the partners original net offering proceeds available for investment. 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 preleased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.

The Joint Ventures fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant
improvements for the purpose of readying our properties for re-leasing. As leases expire, we 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 required to be funded by the partnership and respective joint venture partners on a pro-rata basis.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership approximately one month following calendar quarter-ends. 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
March 31, 2007, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:



|                                                |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                               |  |                                                    |  |   |           |  |   |          
|----------------------------------------------- |  | ----------------- | --- |  | ------------------------------------- |  | ---------------------------------------------- | ---------- | ------------------------ | - | ------------------------------------------------------------- |  | -------------------------------------------------- |  | - | --------- |  | - | ---------
|                                                |  | Net Sale Proceeds |     |  | Partnerships Approximate Ownership % |  | Net Sale Proceeds Allocated to
the Partnership |            | Use of Net Sale Proceeds |   | Net Sale Proceeds Distributed toPartners as of March 31, 2007 |  | UndistributedNet
SaleProceeds as of March 31, 2007
|Property                                        |  |                   |     |  | Amount                                |  | Purpose                                        |            |                         
|305 Interlocken                                 |  | $800,000          | (1) |  | 45.2%                                 |  | $                                              | 361,626    |                          | $ | 0                                                             |  |                                                   |  | $ | 361,626   |  | $ | 0        
|Parkway(early termination in 2004)              |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                               |  |                                                    |  |   |           |  |   |          
|15253 Bake Parkway(sold in 2004)                |  | $11,892,035       |     |  | 38.1%                                 |  |                                                | 4,526,770  |                          |   | 237,910                                                       |  |   Re-leasing 15253 Bake Parkway (2004)            |  |   | 4,288,860 |  |   | 0        
|Alstom Power  Knoxville Building(sold in 2005) |  | $11,646,089       |     |  | 39.0%                                 |  |                                                | 4,545,538  |                          |   | 0                                                             |  |                                                   |  |   | 3,449,511 |  |   | 1,096,027
|1315 West Century Drive(sold in 2006)           |  | $8,059,625        |     |  | 39.0%                                 |  |                                                | 3,145,720  |                          |   | 0                                                             |  |                                                   |  |   | 0         |  |   | 3,145,720
|Iomega Building(sold in 2007)                   |  | $4,685,151        |     |  | 39.0%                                 |  |                                                | 1,828,642  |                          |   | 0                                                             |  |                                                   |  |   | 0         |  |   | 1,828,642
|                                                |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                               |  |                                                    |  |   |           |  |   |          
|                                                |  |                   |     |  |                                       |  | $                                              | 14,408,296 |                          | $ | 237,910                                                       |  |                                                    |  | $ | 8,099,997 |  | $ | 6,070,389
|                                                |  |                   |     |  |                                       |  |                                                |            |                          |   |                                                               |  |                                                    |  |   |           |  |   |          



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



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##### Table of Contents

Upon evaluating the capital needs of the properties in which we currently hold an interest, our General Partners
anticipate distributing net sale proceeds of approximately $5.1 million in August 2007 from the sales of Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building, as further discussed below.

Contractual Obligations and Commitments

In March 2007, our General
Partners announced their intention to distribute net sale proceeds from the sales of Alstom Power  Knoxville Building, 1315 West Century Drive, and the Iomega Building of approximately $5.1 million in August 2007 to the limited partners of
record as of June 30, 2007, which, under the terms of the partnership agreement, does not include limited partners acquiring units after March 31, 2007. Following such distribution, we intend to hold residual net sale proceeds of
approximately $1.0 million in reserve to fund anticipated re-leasing costs for the US Cellular Building.

This distribution has not been formally declared
by our General Partners. In accordance with the terms of the partnership agreement, our General Partners may elect to retain reserves deemed reasonably necessary for the Partnership in the sole discretion of the General Partners. Thus, should a
change in circumstances prior to the intended distribution date require the General Partners to reevaluate the Partnerships reserve requirements, it is possible that this distribution may not occur or that such distribution could be made at a
lower amount.

Results of Operations

Equity in
Income of Joint Ventures

Equity in income of Joint Ventures decreased from $381,232 for the three months ended March 31, 2006 to $205,975 for the
three months ended March 31, 2007. The decrease is primarily a result of (i) a lease restructuring for the US Cellular Building, which reduced the square footage leased and the rental rate, (ii) the sale of the Iomega Building in
January 2007, and (iii) lease cancellation income earned in first quarter of 2006 at 305 Interlocken Parkway, partially offset by (iv) the gain recognized from the aforementioned sale. We anticipate equity in income of Joint
Ventures to decrease in the second quarter as a result of recognizing a nonrecurring gain on the sale of the Iomega Building in the first quarter of 2007.

Expenses

Our total expenses decreased from $66,120 for the three months March 31, 2006 to $42,004 for the three months March 31,
2007. The decrease is primarily attributable to a decline in printing costs and legal fees due to the decrease in the size of the portfolio and a decline in Tennessee partnership franchise and excise taxes due to the sale of the sole Tennessee
property, the Alstom Power  Knoxville Building incurred in the first quarter of 2006. We anticipate increases in our administrative expenses in future periods resulting from increased costs relating to compliance with additional reporting and
regulatory requirements.

Interest and Other Income

Interest and other income increased from $19,244 for the three months ended March 31, 2006 to $75,055 for the three months ended March 31, 2007. The increase is primarily a result of holding higher average cash balances due to the
sale of the Iomega Building in January 2007 and the sale of 1315 West Century Drive in December 2006, as well as an increase in the daily interest yield. Future levels of interest income will be largely dependent upon the level of net sale proceeds
held based on the timing of future dispositions and net sale proceeds distributions to the limited partners.

Inflation

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our
tenant leases that would protect us from the impact of



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inflation. These provisions include rent steps, 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. However, due to the long-term nature of our leases, the leases may not readjust their reimbursement
rates frequently enough to cover inflation.

Application of Critical Accounting Policies

Summary

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



|                      |  |                                       
|--------------------- |  | --------------------------------------
|Buildings             |  | 40 years                              
|Building improvements |  | 5-25 years                            
|Land improvements     |  | 20 years                              
|Tenant improvements   |  | Shorter of lease term or economic life

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 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 assets and their 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, as defined by SFAS No. 144, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of
preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no
impairment in the carrying value of real estate assets we held as of March 31, 2007.



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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.

Related-Party Transactions

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, and their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management, and their
affiliates for asset management; the management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration, and incur the related expenses. See Note 4 to our
financial statements included in this report for a description of these fees and expense reimbursements we have incurred.

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

The American Jobs Creation Act of 2004 added Section 470 to the
Internal Revenue Code, which provides for certain limitations on the utilization of losses by investors that are attributable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership. If
Section 470 were deemed to apply to the Partnership, passive losses allocable to limited partners holding Class B Units could only be utilized to offset passive income generated from the same property or potentially from properties owned by the
same partnership. In March 2005, the IRS announced that it would not apply Section 470 to partnerships for the taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners. In December 2005, the IRS
extended the period for transitional relief through the 2005 tax year, and in December 2006, the IRS again extended the period for transitional relief through all tax years beginning prior to January 1, 2007. In addition, pursuant to
Section 403(ff) of the Gulf Opportunity Zone Act of 2005, the effective date provisions regarding the applicability of Section 470 were amended to provide that, in the case of leased property treated as tax-exempt use property by reason of
its being owned by a partnership having both taxable and tax-exempt partners, Section 470 will apply only to property acquired after March 12, 2004. Since the Partnership acquired all of its properties prior to March 12, 2004, and is
not expected to acquire interests in any additional properties in the future, we do not believe that the provisions of Section 470 should apply to limit the utilization of losses attributable to the properties owned by the Partnership; however,
due to the uncertainties and lack of guidance relating to this provision, it is unclear as to whether the acquisition of a limited partnership interest in the Partnership after the March 12, 2004 effective date may be deemed to be an
acquisition of property within the meaning of the effective date provisions of Section 470.



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

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



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

We carried out an evaluation, under the
supervision and with the participation of management of Wells Capital, our corporate General Partner, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the design and operation of
the Partnerships disclosure controls and procedures as defined in rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the
Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the



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period covered by this quarterly report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to
be disclosed by us in such reports is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, as appropriate, to allow timely decisions regarding required
disclosure.

There were no significant changes in our internal control over financial reporting during the quarter ended March 31, 2007 that have
materially affected, or are likely to materially affect, our internal control over financial reporting.



|PART II. | OTHER INFORMATION
|-------- | -----------------



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are from time to time a party to legal
proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in managements judgment based on information currently available, have a material adverse effect on
our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended March 31, 2007, requiring disclosure under Item 103 of Regulation S-K.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes from the risk
factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006.



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



|(a) | We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended March 31, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



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



|(c) | We did not redeem any securities during the quarter ended March 31, 2007.
|--- | -------------------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



|(a) | We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended March 31, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------



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



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

No matters
were submitted to a vote of our limited partners during the quarter ended March 31, 2007.



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|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the quarter ended March 31, 2007, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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

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



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SIGNATURES

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



|             |  |  |  |                                                                                                   |  |                            
|------------ |  |  |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------
|             |  |  |  | WELLS REAL ESTATE FUND IX, L.P. (Registrant)                                                     
|             |  |  | 
|             |  |  |  | By:                                                                                               |  | WELLS PARTNERS, L.P.       
|             |  |  |  |                                                                                                   |  | (General Partner)          
|             |  |  | 
|             |  |  |  | By:                                                                                               |  | WELLS CAPITAL, INC.        
|             |  |  |  |                                                                                                   |  | (Corporate General Partner)
|             |  | 
|May 11, 2007 |  |  |  | /S/    LEO F. WELLS,
III                                                                         
|             |  |  |  | Leo F. Wells, III President, Principal
Executive Officer,and Sole Director of Wells Capital, Inc.
|             |  | 
|May 11, 2007 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                       
|             |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                           



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EXHIBIT INDEX

TO FIRST QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND IX, L.P.



|            |  |                                                                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                       
|            | 
|*10.1       |  | Purchase and Sale Agreement for the sale of the Iomega Building (Exhibit 10(vv) to Form 10-K of Wells Real Estate Fund IX, L.P. for the year ended December 31, 2006, Commission File No.
0-22039)
|            | 
|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                                                                    



|* | previously filed and incorporated herein by reference
|- | -----------------------------------------------------