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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



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



For the quarterly period ended March 31, 2003



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 0-14463



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WELLS REAL ESTATE FUND I

(Exact name of registrant as specified in its charter)



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|Georgia                                                        |  | 58-1565512                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                              
|6200 The Corners Pkwy., Norcross, Georgia                      |  | 30092                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                              
|Registrants telephone number, including area code             |  | (770) 449-7800                         



---

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



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



Yes x No ̈



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FORM 10-Q



WELLS REAL ESTATE FUND I



(A Georgia Public Limited Partnership)



INDEX



|         |  |                       |  | Page No.                                                                                                                               
|-------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|        
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                                        
|        
|         |  | Item 1.               |  | Consolidated Financial Statements                                                                                                      
|        
|         |  |                       |  | Consolidated Balance SheetsMarch 31, 2003 (unaudited) and December 31, 2002                                                           
|        
|         |  |                       |  | Consolidated Statements of Income (Loss) for the Three Months Ended March 31, 2003 and 2002 (unaudited)                                
|        
|         |  |                       |  | Consolidated Statements of Partners Capital for the Three Months Ended March 31, 2003 (unaudited) and the Year Ended December 31, 2002
|        
|         |  |                       |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited)                                   
|        
|         |  |                       |  | Condensed Notes to Consolidated Financial Statements (unaudited)                                                                       
|        
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                  
|        
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                                            
|        
|         |  | Item 4.               |  | Controls and Procedures                                                                                                                
|        
|PART II. |  | OTHER INFORMATION     |  | 16                                                                                                                                     





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WELLS REAL
ESTATE FUND I



(A Georgia Public Limited
Partnership)



CONSOLIDATED BALANCE SHEETS



|                                                                                                       |  | (unaudited)    |            |                  
|------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | -----------------
|                                                                                                       |  | March 31, 2003 |            | December 31, 2002
|ASSETS:                                                                                                |  |                |            |                  
|Real estate, at cost:                                                                                  |  |                |            |                  
|Land                                                                                                   |  | $              | 1,440,608  |                  
|Building and improvements, less accumulated depreciation of $ 6,615,490 in 2003 and
$6,472,283 in 2002 |  |                | 4,929,209  |                  
|                                                                                                       |  |                |            |                  
|Total real estate assets                                                                               |  |                | 6,369,817  |                  
|Investments in Joint Ventures                                                                          |  |                | 3,860,398  |                  
|Cash and cash equivalents                                                                              |  |                | 10,380,021 |                  
|Accounts receivable, net                                                                               |  |                | 86,450     |                  
|Due from joint ventures                                                                                |  |                | 58,952     |                  
|Prepaid expenses and other assets                                                                      |  |                | 142,448    |                  
|Deferred lease acquisition costs                                                                       |  |                | 148,281    |                  
|                                                                                                       |  |                |            |                  
|Total assets                                                                                           |  | $              | 21,046,367 |                  
|                                                                                                       |  |                |            |                  
|LIABILITIES AND PARTNERS CAPITAL:                                                                     |  |                |            |                  
|Liabilities:                                                                                           |  |                |            |                  
|Accounts payable, accrued expenses and refundable security deposits                                    |  | $              | 165,576    |                  
|Due to affiliates                                                                                      |  |                | 2,015,445  |                  
|Partnership distributions payable                                                                      |  |                | 411,698    |                  
|Minority interest                                                                                      |  |                | 36,081     |                  
|                                                                                                       |  |                |            |                  
|Total liabilities                                                                                      |  |                | 2,628,800  |                  
|                                                                                                       |  |                |            |                  
|Partners capital:                                                                                     |  |                |            |                  
|Limited partners:                                                                                      |  |                |            |                  
|Class A98,716 units outstanding                                                                       |  |                | 18,417,567 |                  
|Class B42,568 units outstanding                                                                       |  |                |            |                  
|                                                                                                       |  |                |            |                  
|Total partners capital                                                                                |  |                | 18,417,567 |                  
|                                                                                                       |  |                |            |                  
|Total liabilities and partners capital                                                                |  | $              | 21,046,367 |                  
|                                                                                                       |  |                |            |                  



See
accompanying notes.





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WELLS REAL
ESTATE FUND I



(A Georgia Public Limited
Partnership)



CONSOLIDATED STATEMENTS OF INCOME (LOSS)



|                                                   |  | (unaudited)        |        
|-------------------------------------------------- |  | ------------------ | -------
|                                                   |  | Three Months Ended |        
|                                                   |  | March 31, 2003     |        
|REVENUES:                                          |  |                    |        
|Rental income                                      |  | $                  | 280,703
|Tenant reimbursements                              |  |                    | 37,696 
|Interest income                                    |  |                    | 42,618 
|Equity in income of Joint Ventures (Note 2)        |  |                    | 47,940 
|Other Income                                       |  |                    | 2,181  
|                                                   |  |                    |        
|                                                   |  |                    | 411,138
|                                                   |  |                    |        
|EXPENSES:                                          |  |                    |        
|Depreciation                                       |  |                    | 143,207
|Operating costsrental properties                  |  |                    | 122,936
|Legal and accounting                               |  |                    | 47,721 
|Partnership administration                         |  |                    | 34,543 
|Management and leasing fees                        |  |                    | 29,283 
|Write-off of real estate asset                     |  |                    | 2,775  
|Other general and administrative                   |  |                    | 1,692  
|                                                   |  |                    |        
|                                                   |  |                    | 382,157
|                                                   |  |                    |        
|NET INCOME (LOSS) BEFORE MINORITY INTEREST         |  |                    | 28,981 
|                                                  
|MINORITY INTEREST                                  |  |                    | 94     
|                                                   |  |                    |        
|NET INCOME (LOSS)                                  |  | $                  | 29,075 
|                                                   |  |                    |        
|NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS   |  | $                  | 29,075 
|                                                   |  |                    |        
|NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS     |  | $                  | 0      
|                                                   |  |                    |        
|NET INCOME PER CLASS A LIMITED PARTNER UNIT        |  | $                  | 0.29   
|                                                   |  |                    |        
|NET LOSS PER CLASS B LIMITED PARTNER UNIT          |  | $                  | 0.00   
|                                                   |  |                    |        
|CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT |  | $                  | 2.50   
|                                                   |  |                    |        



See
accompanying notes.





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WELLS REAL
ESTATE FUND I



(A Georgia Public Limited
Partnership)



CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2002



AND FOR THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)



|                                    |  | Limited Partners |  |         | TotalPartners Capital |  
|----------------------------------- |  | ---------------- |  | ------- | ---------------------- | -
|                                    |  | Class A          |  |         | Class B                |  
|                                    |  | Units            |  | Amounts |                        |  
|BALANCE, December 31, 2001          |  | 98,716           |  | $       | 19,831,902             |  
|Net loss                            |  | 0                |  |         | (211,995               | )
|Partnership distribution            |  | 0                |  |         | (987,160               | )
|                                    |  |                  |  |         |                        |  
|BALANCE, December 31, 2002          |  | 98,716           |  |         | 18,632,747             |  
|Net income                          |  | 0                |  |         | 29,075                 |  
|Partnership distributions           |  | 0                |  |         | (244,255               | )
|                                    |  |                  |  |         |                        |  
|BALANCE, March 31, 2003 (unaudited) |  | 98,716           |  | $       | 18,417,567             |  
|                                    |  |                  |  |         |                        |  



See
accompanying notes.





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WELLS REAL
ESTATE FUND I



(A Georgia Public Limited
Partnership)



CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                   |  | (unaudited)        |           
|-------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                   |  | Three Months Ended |           
|                                                                                                   |  | March 31, 2003     |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |                    |           
|Net income (loss)                                                                                  |  | $                  | 29,075    
|                                                                                                   |  |                    |           
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities: |  |                    |           
|Equity in income of Joint Ventures                                                                 |  |                    | (47,940   
|Depreciation                                                                                       |  |                    | 143,207   
|Write-off of real estate asset                                                                     |  |                    | 2,775     
|Amortization of deferred lease costs                                                               |  |                    | 11,014    
|Changes in assets and liabilities:                                                                 |  |                    |           
|Accounts receivable                                                                                |  |                    | (4,625    
|Prepaid expenses and other assets                                                                  |  |                    | (20,123   
|Accounts payable, accrued expenses and refundable security deposits                                |  |                    | (29,338   
|Due to affiliates                                                                                  |  |                    | 14,530    
|Minority interest                                                                                  |  |                    | (94       
|                                                                                                   |  |                    |           
|Total adjustments                                                                                  |  |                    | 69,406    
|                                                                                                   |  |                    |           
|Net cash provided by (used in) operating activities                                                |  |                    | 98,481    
|                                                                                                   |  |                    |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                              |  |                    |           
|Distributions received from Joint Ventures                                                         |  |                    | 129,745   
|Investment in real estate                                                                          |  |                    | 0         
|                                                                                                   |  |                    |           
|Net cash provided by investing activities                                                          |  |                    | 129,745   
|                                                                                                   |  |                    |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                              |  |                    |           
|Minority interest distributions                                                                    |  |                    | (6,245    
|Partnership distributions paid                                                                     |  |                    | (246,776  
|                                                                                                   |  |                    |           
|Net cash used in financing activities                                                              |  |                    | (253,021  
|                                                                                                   |  |                    |           
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                          |  |                    | (24,795   
|                                                                                                  
|CASH AND CASH EQUIVALENTS, beginning of period                                                     |  |                    | 10,404,816
|                                                                                                   |  |                    |           
|CASH AND CASH EQUIVALENTS, end of period                                                           |  | $                  | 10,380,021
|                                                                                                   |  |                    |           
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                                                    |  |                    |           
|Joint venture distributions receivable                                                             |  | $                  | 58,952    
|                                                                                                   |  |                    |           
|Partnership distributions payable                                                                  |  | $                  | 411,698   
|                                                                                                   |  |                    |           



See
accompanying notes.





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WELLS REAL
ESTATE FUND I



(A Georgia Public Limited
Partnership)



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



MARCH 31, 2003 (UNAUDITED)



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



(a) General



Wells Real Estate Fund I (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital,
Inc. (Wells Capital), a Georgia corporation, serving as its General Partners. The Partnership was formed on April 26, 1984 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and otherwise
managing income-producing commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. 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) 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 September 6, 1984, 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 terminated its offering on September 5, 1986 upon receiving and accepting gross proceeds of $35,321,000 for a total of 141,284 Class A and Class B limited partner units from 4,895
limited partners at $250 per unit.



As of March
31, 2003, the Partnership owned interests in the following two properties directly: (i) Paces Pavilion, a medical office building located in Atlanta, Georgia, in which the Partnership owns an approximately 27% condominium interest, and (ii) Black
Oak Plaza, a shopping center located in Knoxville, Tennessee.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



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As of March
31, 2003, the Partnership owned interests in the following 2 properties through the affiliated joint ventures listed below:



|Joint Venture                                             |  | Joint Venture Partners                        |  | Properties                                                                                         
|--------------------------------------------------------- |  | --------------------------------------------- |  | ---------------------------------------------------------------------------------------------------
|                                                         
|Wells-Baker Associates                                    |  |  The Partnership  Wells & Associates, Inc.* |  | 1. Peachtree Place A commercial office building located in suburban Atlanta, Georgia.              
|                                                         
|Fund I and Fund II Tucker (Fund I-II Tucker Associates) |  |  The Partnership  Fund II-IIOW Associates** |  | 2. Heritage Place A retail shopping center and commercial office complex located in Tucker, Georgia
|                                                         



| | * |  | Wells & Associates, Inc. is affiliated with the Partnership through common management.
| | - |  | --------------------------------------------------------------------------------------



| | ** |  | Fund II- IIOW Associates is a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II-OW.
| | -- |  | ---------------------------------------------------------------------------------------------------------------



On October 1, 2001, Fund I-II-IIOW-VI-VII Associates, a joint
venture among the Partnership, Fund II and IIOW Associates, Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P. sold the Cherokee Commons property to an unrelated third-party. The Cherokee Commons property is a retail shopping
center located in Cherokee County, Georgia.



Each
of the above properties was acquired on an all cash basis. For further information regarding the foregoing properties and joint ventures, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.



(b) Basis of Presentation



The consolidated financial statements include the accounts of
the Partnership and Wells Baker Associates. The Partnerships interest in Wells Baker Associates was approximately 90% for each of the periods presented. All significant intercompany balances have been eliminated in consolidation. Minority
interest represents Wells & Associates, Inc.s interest in Wells Baker Associates of approximately 10% for each of the periods presented.



The consolidated financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by accounting principles generally
accepted in the United States (GAAP) for complete financial statements. The quarterly statements included herein have not been examined by independent auditors. However, in the opinion of the General Partners, the statements for the
unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for those periods. Results for interim periods are not necessarily indicative of full year results. For
further information, refer to the financial statements and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2002.



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(c)
Allocation of Net Income, Net Loss, and Gain on Sale



For the purposes of determining allocations per the Partnership agreement, net income is defined generally as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined,
of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners. To the extent the Partnerships net income in any year exceeds net cash from operations, it will be allocated
99% to the limited partners 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 Class B limited partners 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/her capital account in an amount not to exceed such positive balance, and (c) thereafter to the General Partners.



Under the partnership agreement, gain on the sale or exchange of the Partnerships properties is
allocated as follows: (a) first, to partners having negative capital accounts, if any, until all negative capital accounts have been restored to zero; (b) then to the limited partners in proportion to and to the extent of the excess of (i) each
limited partners adjusted capital contribution, plus a cumulative 15% per annum return on his/her adjusted capital contribution (16% for investments made before December 31, 1984), less the sum of all prior distributions of cash flow from
operations previously made to such limited partner, over (ii) such limited partners capital account balance as of the sale date; (c) then to the General Partners in proportion to and to the extent of the excess of (i) each General
Partners adjusted capital contribution, over (ii) such General Partners capital account balance as of the sale date; and (d) thereafter 85% to the limited partners and 15% to the General Partners.



(d) Distribution of Net Cash From Operations



As defined by the partnership agreement,
cash available for distributions is distributed quarterly on a cumulative non-compounded basis to the limited partners as follows:



| | · |  | First, to the Class A limited partners until such limited partners have received distributions equal to a 9% per annum return on their respective adjusted capital
contributions, as defined.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Second, to the Class B limited partners until such limited partners have received distributions equal to a 9% per annum return on their respective adjusted capital
contributions, as defined.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Third, to the limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ----------------------------------------------------------------------------------------------------------



|2. |  | INVESTMENTS IN JOINT VENTURES
|-- |  | -----------------------------



(a) Basis of Presentation



The Partnership does not have control over the operations of the Joint Ventures however, it does exercise significant influence.
Accordingly, the Partnerships investments in the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions and net income
(loss) attributable to the Partnership. For further information, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.



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(b) Summary
of Operations



The following information
summarizes the operations of the unconsolidated joint ventures, in which the Partnership held ownership interests, for the three months ended March 31, 2003 and 2002:



|                                 |  | Total Revenues     |         | Net Income         |   | PartnershipsShare of Net Income
|-------------------------------- |  | ------------------ | ------- | ------------------ | - | --------------------------------
|                                 |  | Three Months Ended |         | Three Months Ended |   | Three Months Ended              
|                                 |  | March 31, 2003     |         | March 31, 2002     |   | March 31, 2003                  
|Fund I-II Tucker Associates      |  | $                  | 320,626 |                    | $ | 364,160                         
|Fund I-II-IIOW-VI-VII Associates |  |                    | 0       |                    |   | 43,326                          
|                                 |  |                    |         |                    |   |                                 
|                                 |  | $                  | 320,626 |                    | $ | 407,486                         
|                                 |  |                    |         |                    |   |                                 



|3. |  | RECENT ACCOUNTING PRONOUNCEMENTS
|-- |  | --------------------------------



In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities, which clarifies the application of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, relating to consolidation of certain entities. FIN 46 will require the identification of the
Partnerships participation in variable interest entities (VIEs), which are defined as entities with a level of invested equity that is not sufficient to fund future activities to permit them to operate on a stand alone basis, or whose equity
holders lack certain characteristics of a controlling financial interest. For entities identified as VIEs, FIN 46 sets forth a model to evaluate potential consolidation based on an assessment of which party to the VIE, if any, bears a majority of
the exposure to its expected losses, or stands to gain from a majority of its expected returns. FIN 46 is effective for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions
of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. FIN 46 also sets forth certain disclosures regarding interests in VIEs that are deemed significant, even if consolidation is not required. As the Joint
Ventures do not fall under the definition of VIEs provided above, the Partnership does not believe that the adoption of FIN 46 will result in the consolidation of any previously unconsolidated entities.



In August 2001, SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (effective beginning January 1, 2002) was issued. SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. Among other factors, SFAS No. 144 establishes criteria beyond that previously specified in SFAS No. 121 to determine
when a long-lived asset is to be considered held for sale. We believe that the adoption of SFAS No. 144 will not have a significant impact on the Partnerships financial statements.



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



Management and Leasing Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the General Partners, is entitled to compensation for the management and leasing of the Partnerships properties
owned through joint ventures equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to
exceed the fee customarily charged in arms-length transactions by others



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rendering similar services in the same geographic area for similar properties or (b) in
the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



Since the third quarter of 1998, the on-site management and
leasing of Black Oak Plaza has been performed by an independent third-party property management company. The management company receives a 3% fee and the balance due to Wells Management Company, Inc. is accrued. Since Wells Management has elected to
defer current receipt of its management and leasing fees due from the Partnership, management and leasing fees as well as initial lease-up fees due from the Partnership and with respect to the Partnerships interest in joint ventures owning
properties are currently being expensed but not paid to Wells Management.



Administration Reimbursements

Wells Capital, Inc. and its affiliates perform certain
administrative services for the Partnership, such as accounting and other partnership administration, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on time spent on each fund by
individual administrative personnel. For the quarters-ended March 31, 2003 and 2002, the Partnership reimbursed $23,083 and $27,209, respectively, to Wells Capital, Inc. and its affiliates for these services.



Conflicts of Interests

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



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



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



(a) Forward Looking Statements



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



(b) Results of Operations



Gross Revenues

Gross revenues of the Partnership were $411,138
and $331,289 for the three months ended March 31, 2003 and 2002, respectively. The 2003 increase from 2002 resulted primarily from an increase in interest income earned on property sales proceeds held in reserve, increased rental income from Paces
Pavilion due to the approximate 25% increase in occupancy of this property, and increased



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reimbursement
income at Black Oak Plaza resulting from adjustments to 2002 operating expense reimbursement billings to tenants, which were recorded in the first quarter of 2003. Tenants are billed for operating expense reimbursements based on estimates, which are
reconciled in the following calendar year based on actual costs incurred and the terms of the corresponding tenant leases. The corresponding increase in equity in income of joint ventures is further described below.



Equity In Income of Joint Ventures



Gross Revenues of Joint Ventures

Gross revenues of the joint ventures in which the Partnership holds an interest decreased in 2003, as compared to 2002, primarily due to a
decrease in rental and reimbursement revenues generated from Heritage Place as a result of the decline in occupancy rates from approximately 80% as of March 31, 2002 to approximately 69% as of March 31, 2003.



Expenses of Joint Ventures

The expenses of the joint ventures in which the Partnership holds an interest decreased in 2003, as compared to 2002, primarily due to the
decline in depreciation expense recognized for Heritage Place as a result of entering into the contract to sell the retail portion of Heritage Place effective January 23, 2003, which is discussed further in section (g) below. Pursuant to Statement
of Financial Accounting Standard No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), Fund I and Fund II Tucker Associates stopped recognizing depreciation expense on the retail fixed
assets of Heritage Place upon classifying such assets as held for sale effective January 23, 2003. In addition, Fund I-II-IIOW-VI-VII sold the Cherokee Commons property in the fourth quarter of 2001 and, accordingly, recognized adjustments to the
gain on the sale of Cherokee Commons in the first quarter of 2002 as actual information became available for the estimated operating costs and selling expenses recorded at closing, offset by an increase in accounting and legal fees incurred in
connection with changing independent auditors in 2002.



Expenses

Expenses of the Partnership were $382,157 and $475,874 for the three months ended
March 31, 2003 and 2002, respectively. The 2003 decrease from 2002 is primarily due to a decrease in operating expenses for Black Oak Plaza resulting from a lower property value assessment for 2003, and a non-recurring reserve of doubtful accounts
receivable due from tenants at this property, which was recorded in the first quarter of 2002.



As a result, net income (loss) of the Partnership was $29,075 and $(144,683) for the three months ended March 31, 2003 and 2002, respectively.



(c) Liquidity and Capital Resources



Cash Flows From Operating Activities

Net cash flows from operating activities were $98,481 and $(29,244) for the three months ended March 31, 2003 and
2002, respectively. The 2003 increase from 2002 resulted primarily from an increase in gross revenues, largely due to the increase in occupancy of Paces Pavilion, and a decrease in the expenses of the Partnership as further described above.



Cash Flows From Investing Activities

Net cash flows from investing activities has remained relatively stable at $129,745 for the three months ended March
31, 2003, as compared to $131,498 for the three months ended March 31, 2002.





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Cash Flows From Financing Activities

Net cash flows from financing activities was $(253,021) and $(282,580) for the three months ended March 31, 2003 and 2002, respectively.
The 2003 decrease in financing cash flows used from 2002 resulted primarily from reserving a portion of operating and investing cash flows in order to fund tenant improvements and releasing costs for Paces Pavilion and Black Oak Plaza beginning in
2002.



Distributions

The Partnership made distributions to the limited partners holding Class A Units of $2.50 and $3.11 for the quarters ended March 31, 2003
and 2002, respectively. Distributions accrued for the first quarter of 2003 to the Limited Partners holding Class A Units were paid in May 2003. No cash distributions were made to Limited Partners holding Class B Units. .



Sales Proceeds

The Partnerships share of the net proceeds generated from the sales of the Cherokee Commons property, the Crowes Crossing
property and a portion of Peachtree Place have not been distributed. The General Partners believe that it is in the best interest of the limited partners to hold such proceeds in reserve while the General Partners continue to negotiate with the
owners of the other interests in Paces Pavilion and pending resolution of the litigation described in Part II, Item 3 below.



Capital Resources

The Partnership is an investment vehicle formed for the purpose of acquiring, owning and operating income-producing real properties and has invested all of its funds available for investment. Accordingly, it is unlikely that
the Partnership will acquire interests in any additional properties, except potentially for the acquisition of other interests in Paces Pavilion. Other than those mentioned above, the General Partners are unaware of any specific need requiring
capital resources.



(d) Related-Party
Transactions



The Partnership and its joint
ventures have entered into agreements with Wells Capital, Inc. and its affiliates, whereby the Partnership or its joint ventures pay certain fees or reimbursements to Wells Capital, Inc. or its affiliates for sales commissions, dealer manager fees,
property management and leasing fees, and reimbursement of operating costs. See Note 4 to the Partnerships financial statements included in this report for a discussion of the various related party transactions, agreements and fees.



(e) Inflation



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



(f) Application of Critical Accounting Policies



The Partnerships 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,



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resulting in a
different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of the Partnerships results of operations to those of companies in similar businesses.



Below is a discussion of the accounting policies
that management considers 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

Management is required to make subjective assessments as to the useful lives of its depreciable assets. Management considers the period of
future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Partnerships assets by class are as follows:



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



In the
event that management uses inappropriate useful lives or methods for depreciation, the Partnerships net income would be misstated.



Valuation of Real Estate Assets

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



Projections of expected future cash flows requires 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.



(g) Subsequent Event



On April 7, 2003, Fund I-II Tucker Associates sold a retail
shopping center containing approximately 29,858 rentable square feet located in Tucker, Dekalb County, Georgia (the Heritage Retail Center Property) for a $3.4 million sales price. The Heritage Retail Center Property, along with a
commercial office building complex divided into seven separate buildings containing approximately 67,465 rentable square feet, is collectively known as Heritage Place. The Partnership holds approximately a 51.9% equity interest in Fund I-II Tucker
Associates. The net proceeds allocable to the Partnership as a result of the sale of the Heritage Retail Center Property were approximately $1.64 million. The Partnership recognized a gain of approximately $239,000 from the sale of the Heritage
Retail Center Property.



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##### Table of Contents



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



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



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



Within the 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the participation of management of Wells Capital, Inc., the corporate General Partner of the Partnership,
including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of
1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnerships disclosure controls and procedures were effective.



There were no significant changes in the Partnerships internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



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##### Table of Contents



PART
II.    
OTHER INFORMATION



|ITEM |  | 3.    LEGAL PROCEEDINGS
|---- |  | -----------------------



On January 17, 2003, the Partnership was served with a putative class action by a limited partner holding
Class B units, on behalf of all limited partners holding Class B units as of January 15, 2003, that seeks equitable relief with regard to the rights and obligations of all the Partnerships limited partners and general partners under the
Partnership Agreement. This litigation was filed in the Superior Court of Gwinnett County, Georgia (Roy Johnston v. Wells Real Estate Fund I, Civil Action No. 03-A00525-6) (the Johnston Action). The plaintiff in the Johnston
Action generally alleges that the terms of the Partnership Agreement, as it relates to the allocation and distribution of net sale proceeds, are inconsistent with the original intent of the parties. The plaintiff alleges that the original intent was
that limited partners holding Class B units would have a priority in payment of cash distributions of net sale proceeds to bring them even with the amount of cash distributions previously made to limited partners holding Class A units. The Johnston
Action seeks, among other things, to have the Partnerships Partnership Agreement equitably reformed consistent with the alleged original intent or, in the alternative, to have the investments made by limited partners holding Class B units
equitably rescinded, and requests an injunction prohibiting the general partners of the Partnership from distributing net sales proceeds until the resolution of the action. On March 31, 2003, the Partnerships motion requesting the Court to
compel arbitration of all claims alleged in the Johnston Action was denied by the Court.



|ITEM |  | 6.    EXHIBITS AND REPORTS ON FORM 8-K
|---- |  | --------------------------------------



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



|(b) |  | On January 31, 2003, the Partnership filed a Current Report on Form 8-K dated January 17, 2003 disclosing the litigation described in Item 3 above.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



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



|            |  | WELLS REAL ESTATE FUND I
|----------- |  | ------------------------
|            |  | (Registrant)            
|           
|May 9, 2003 |  | By:                     
|            |  |                         
|           
|            |  |                         
|            |  |                         
|            |  |                         
|           
|May 9, 2003 |  |                         
|            |  |                         
|            |  |                         
|            |  |                         



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##### Table of Contents



CERTIFICATIONS



I, Leo F. Wells,
III, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of the Partnership;
|-- |  | ----------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the board of
directors of the corporate General Partner:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           
|-----------
|May 9, 2003
|           
|           



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##### Table of Contents



CERTIFICATIONS



I, Douglas P.
Williams, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of the Partnership;
|-- |  | ----------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the board of
directors of the corporate General Partner:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           
|-----------
|May 9, 2003
|           
|           

|
|



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EXHIBIT
INDEX

TO

FIRST QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND I



|Exhibit No. |  | Description                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------
|           
|99.1        |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|           
|99.2        |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



20