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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, 2005 or



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



For the transition period from
 to



Commission file number 0-14463



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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                       |  | 30092-3365                             
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                         



---

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



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



Yes  x     No ̈



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



Yes ̈No  x



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



Certain statements contained in this Form 10-Q of Wells Real Estate Fund I (the
Partnership) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in
particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated.
Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will,
expect, intend, anticipate, estimate, believe, continue, or other similar words. Specifically, among others, we consider statements concerning projections of future operating
results and cash flows, our ability to meet future obligations, and the amount and timing of future distributions to limited partners and discussion of the outcome of current, pending, and future litigation to be forward-looking statements.



Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date that this report is filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of
any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.



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



General economic risks



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



| |  |  | Adverse economic conditions affecting the particular industry of one or more tenants in properties owned directly or through a joint venture.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



Enterprise risks



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



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



Real estate risks



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



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



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



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



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



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



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



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



Other operational risks



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



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



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



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



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                                         |  |         
|-------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                                         |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Consolidated Financial Statements                                                                                                       |  |         
|         |  |                       | 
|         |  |                       |  | Consolidated Balance SheetsMarch 31, 2005 (unaudited) and December 31, 2004                                                            |  | 5       
|         |  |                       | 
|         |  |                       |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2005 (unaudited) and 2004 (unaudited)                        |  | 6       
|         |  |                       | 
|         |  |                       |  | Consolidated Statements of Partners Capital for the Year Ended December 31, 2004 and the Three Months Ended March 31, 2005 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 (unaudited) and 2004 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Consolidated Financial Statements (unaudited)                                                                        |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                   |  | 14      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                              |  | 21      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                                 |  | 22      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                                       |  | 23      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                             |  | 24      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                                         |  | 24      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                                     |  | 24      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                                       |  | 24      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                                |  | 24      



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





CONSOLIDATED BALANCE SHEETS



ASSETS



|                                                                                                                                               |  |                            |            |                  |   |           
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | ---------------- | - | ----------
|                                                                                                                                               |  | March 31, 2005 (unaudited) |            | December 31,2004
|REAL ESTATE, AT COST:                                                                                                                          |  |                            |            |                  |   |           
|Land                                                                                                                                           |  | $                          | 1,238,819  |                  | $ | 1,238,819 
|Building and improvements, less accumulated depreciation of $6,820,751 and $6,753,824 as of March 31, 2005 and December 31, 2004,
respectively |  |                            | 3,758,906  |                  |   | 3,825,833 
|                                                                                                                                               |  |                            |            |                  |   |           
|Total real estate assets                                                                                                                       |  |                            | 4,997,725  |                  |   | 5,064,652 
|                                                                                                                                               |  |                           
|Investment in joint venture                                                                                                                    |  |                            | 2,584,388  |                  |   | 2,210,305 
|Cash and cash equivalents                                                                                                                      |  |                            | 9,658,376  |                  |   | 12,304,254
|Due from affiliates                                                                                                                            |  |                            | 30,911     |                  |   | 0         
|Accounts receivable, net                                                                                                                       |  |                            | 148,255    |                  |   | 122,833   
|Prepaid expenses and other assets, net                                                                                                         |  |                            | 162,537    |                  |   | 153,496   
|Deferred leasing costs, net                                                                                                                    |  |                            | 104,987    |                  |   | 112,421   
|                                                                                                                                               |  |                            |            |                  |   |           
|Total assets                                                                                                                                   |  | $                          | 17,687,179 |                  | $ | 19,967,961
|                                                                                                                                               |  |                            |            |                  |   |           
|                                                                                                                                              
|LIABILITIES AND PARTNERS CAPITAL                                                                                                             
|LIABILITIES:                                                                                                                                   |  |                            |            |                  |   |           
|Accounts payable, accrued expenses, and refundable security deposits                                                                           |  | $                          | 193,457    |                  | $ | 211,052   
|Deferred income                                                                                                                                |  |                            | 11,668     |                  |   | 12,168    
|Due to affiliates                                                                                                                              |  |                            | 12,191     |                  |   | 2,277,941 
|Minority interest                                                                                                                              |  |                            | 725        |                  |   | 216       
|                                                                                                                                               |  |                            |            |                  |   |           
|Total liabilities                                                                                                                              |  |                            | 218,041    |                  |   | 2,501,377 
|                                                                                                                                               |  |                           
|PARTNERS CAPITAL:                                                                                                                             |  |                            |            |                  |   |           
|Limited partners:                                                                                                                              |  |                            |            |                  |   |           
|Class A98,716 units issued and outstanding                                                                                                    |  |                            | 17,469,138 |                  |   | 17,466,584
|Class B42,568 units issued and outstanding                                                                                                    |  |                            | 0          |                  |   | 0         
|General partners                                                                                                                               |  |                            | 0          |                  |   | 0         
|                                                                                                                                               |  |                            |            |                  |   |           
|Total partners capital                                                                                                                        |  |                            | 17,469,138 |                  |   | 17,466,584
|                                                                                                                                               |  |                            |            |                  |   |           
|Total liabilities and partners capital                                                                                                        |  | $                          | 17,687,179 |                  | $ | 19,967,961
|                                                                                                                                               |  |                            |            |                  |   |           



See accompanying notes.



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                                      |  |                              |         |      |   |          |  
|--------------------------------------------------------------------- |  | ---------------------------- | ------- | ---- | - | -------- | -
|                                                                      |  | Three Months Ended March 31, |        
|                                                                      |  | 2005                         |         | 2004 |  
|REVENUES:                                                             |  |                              |         |      |   |          |  
|Rental income                                                         |  | $                            | 262,366 |      | $ | 248,658  |  
|Tenant reimbursements                                                 |  |                              | 39,502  |      |   | 28,148   |  
|Interest and other income                                             |  |                              | 32,884  |      |   | 21,786   |  
|                                                                      |  |                              |         |      |   |          |  
|Total revenues                                                        |  |                              | 334,752 |      |   | 298,592  |  
|EXPENSES:                                                             |  |                              |         |      |   |          |  
|Legal and accounting                                                  |  |                              | 67,106  |      |   | 319,399  |  
|Operating costsrental properties                                     |  |                              | 132,032 |      |   | 119,151  |  
|Depreciation                                                          |  |                              | 66,927  |      |   | 136,869  |  
|Partnership administration                                            |  |                              | 45,391  |      |   | 27,081   |  
|Management and leasing fees                                           |  |                              | 25,274  |      |   | 27,042   |  
|Other general and administrative                                      |  |                              | 1,130   |      |   | 903      |  
|                                                                      |  |                              |         |      |   |          |  
|Total expenses                                                        |  |                              | 337,860 |      |   | 630,445  |  
|EQUITY IN INCOME (LOSS) OF JOINT VENTURE                              |  |                              | 5,166   |      |   | (14,805  | )
|                                                                      |  |                              |         |      |   |          |  
|NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST |  |                              | 2,058   |      |   | (346,658 | )
|Minority interest income                                              |  |                              | 496     |      |   | 0        |  
|                                                                      |  |                              |         |      |   |          |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS                              |  |                              | 2,554   |      |   | (346,658 | )
|                                                                      |  |                              |         |      |   |          |  
|DISCONTINUED OPERATIONS:                                              |  |                              |         |      |   |          |  
|Operating income                                                      |  |                              | 0       |      |   | 2,435    |  
|Minority interest expense                                             |  |                              | 0       |      |   | (245     | )
|                                                                      |  |                              |         |      |   |          |  
|INCOME FROM DISCONTINUED OPERATIONS                                   |  |                              | 0       |      |   | 2,190    |  
|                                                                      |  |                              |         |      |   |          |  
|NET INCOME (LOSS)                                                     |  | $                            | 2,554   |      | $ | (344,468 | )
|                                                                      |  |                              |         |      |   |          |  
|NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:                      |  |                              |         |      |   |          |  
|Income (loss) from continuing operations                              |  |                              | 2,554   |      |   | (346,658 | )
|Income from discontinued operations                                   |  |                              | 0       |      |   | 2,190    |  
|                                                                      |  |                              |         |      |   |          |  
|Net income (loss) allocated to Class A limited partners               |  | $                            | 2,554   |      | $ | (344,468 | )
|                                                                      |  |                              |         |      |   |          |  
|Net loss allocated to Class B limited partners                        |  | $                            | 0       |      | $ | 0        |  
|                                                                      |  |                              |         |      |   |          |  
|NET INCOME (LOSS) PER LIMITED PARTNER UNIT:                           |  |                              |         |      |   |          |  
|Class A Units:                                                        |  |                              |         |      |   |          |  
|Income (loss) from continuing operations                              |  | $                            | 0.03    |      | $ | (3.51    | )
|Income from discontinued operations                                   |  | $                            | 0.00    |      | $ | 0.02     |  
|                                                                      |  |                              |         |      |   |          |  
|Net income (loss) per Class A limited partner unit                    |  | $                            | 0.03    |      | $ | (3.49    | )
|                                                                      |  |                              |         |      |   |          |  
|Net loss per Class B limited partner unit                             |  | $                            | 0.00    |      | $ | 0.00     |  
|                                                                      |  |                              |         |      |   |          |  



See accompanying notes.



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2004

AND THE THREE MONTHS ENDED MARCH 31, 2005 (unaudited)



|                           |  |                  |  |                  |            |                         |       |        |        |   |   |  |   |   |  |   |            |  
|-------------------------- |  | ---------------- |  | ---------------- | ---------- | ----------------------- | ----- | ------ | ------ | - | - |  | - | - |  | - | ---------- | -
|                           |  | Limited Partners |  | General Partners |            | Total Partners Capital |      
|                           |  | Class A          |  |                  | Class B    |                         |      
|                           |  | Units            |  | Amount           |            |                         | Units |        | Amount |   |  
|BALANCE, December 31, 2003 |  | 98,716           |  | $                | 17,877,194 |                         |       | 42,568 |        | $ | 0 |  | $ | 0 |  | $ | 17,877,194 |  
|                           |  |                  |  |                  |            |                        
|Net loss                   |  | 0                |  |                  | (410,610   | )                       |       | 0      |        |   | 0 |  |   | 0 |  |   | (410,610   | )
|                           |  |                  |  |                  |            |                         |       |        |        |   |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2004 |  | 98,716           |  |                  | 17,466,584 |                         |       | 42,568 |        |   | 0 |  |   | 0 |  |   | 17,466,584 |  
|                           |  |                  |  |                  |            |                        
|Net income                 |  | 0                |  |                  | 2,554      |                         |       | 0      |        |   | 0 |  |   | 0 |  |   | 2,554      |  
|                           |  |                  |  |                  |            |                         |       |        |        |   |   |  |   |   |  |   |            |  
|BALANCE, March 31, 2005    |  | 98,716           |  | $                | 17,469,138 |                         |       | 42,568 |        | $ | 0 |  | $ | 0 |  | $ | 17,469,138 |  
|                           |  |                  |  |                  |            |                         |       |        |        |   |   |  |   |   |  |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                     |  |                              |            |   |      |   |            |  
|------------------------------------------------------------------------------------ |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                     |  | Three Months Ended March 31, |           
|                                                                                     |  | 2005                         |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |  |                              |            |   |      |   |            |  
|Net income (loss)                                                                    |  | $                            | 2,554      |   |      | $ | (344,468   | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                              |            |   |      |   |            |  
|Depreciation                                                                         |  |                              | 66,927     |   |      |   | 147,756    |  
|Amortization of deferred leasing costs                                               |  |                              | 7,537      |   |      |   | 7,969      |  
|Equity in (income) loss of joint venture                                             |  |                              | (5,166     | ) |      |   | 14,805     |  
|Minority interest (income) expense                                                   |  |                              | (496       | ) |      |   | 245        |  
|Changes in assets and liabilities:                                                   |  |                              |            |   |      |   |            |  
|Accounts receivable, net                                                             |  |                              | (25,422    | ) |      |   | (13,509    | )
|Due from joint venture                                                               |  |                              | 0          |   |      |   | 0          |  
|Prepaid expenses and other assets, net                                               |  |                              | (9,041     | ) |      |   | (45,975    | )
|Deferred leasing costs, net                                                          |  |                              | (103       | ) |      |   | 0          |  
|Accounts payable, accrued expenses, and refundable security deposits                 |  |                              | (17,595    | ) |      |   | (42,722    | )
|Deferred income                                                                      |  |                              | (500       | ) |      |   | 0          |  
|Due to affiliates                                                                    |  |                              | (2,259,390 | ) |      |   | 13,078     |  
|                                                                                     |  |                              |            |   |      |   |            |  
|Total adjustments                                                                    |  |                              | (2,243,249 | ) |      |   | 81,647     |  
|                                                                                     |  |                              |            |   |      |   |            |  
|Net cash used in operating activities                                                |  |                              | (2,240,695 | ) |      |   | (262,821   | )
|                                                                                     |  |                             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                |  |                              |            |   |      |   |            |  
|Net property sale proceeds received from joint venture                               |  |                              | 0          |   |      |   | 45,439     |  
|Investment in real estate assets                                                     |  |                              | 0          |   |      |   | (5,459     | )
|Contributions from minority interest partner                                         |  |                              | 1,005      |   |      |   | 0          |  
|Investment in joint venture                                                          |  |                              | (406,188   | ) |      |   | 0          |  
|                                                                                     |  |                              |            |   |      |   |            |  
|Net cash (used in) provided by investing activities                                  |  |                              | (405,183   | ) |      |   | 39,980     |  
|                                                                                     |  |                             
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                            |  |                              | (2,645,878 | ) |      |   | (222,841   | )
|                                                                                     |  |                             
|CASH AND CASH EQUIVALENTS, beginning of period                                       |  |                              | 12,304,254 |   |      |   | 11,792,983 |  
|                                                                                     |  |                              |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                             |  | $                            | 9,658,376  |   |      | $ | 11,570,142 |  
|                                                                                     |  |                              |            |   |      |   |            |  



See accompanying notes.



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WELLS REAL ESTATE FUND I AND SUBSIDIARY





CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



MARCH 31, 2005 (unaudited)



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



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 (collectively, the General Partners). Wells Capital is a wholly-owned subsidiary of Wells Real Estate Funds, Inc. Leo F. Wells, III is the president and sole director of Wells
Capital and the sole owner of Wells Real Estate Funds, Inc. The Partnership was formed on April 26, 1984 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and 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) 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
September 6, 1984, the Partnership commenced an offering of up to $50,000,000 of Class A or Class B limited partnership units ($250.00 per unit) 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 5,000 units on February 15, 1985. The offering was terminated on September 5, 1986, at which time the Partnership had sold approximately 98,716 Class A Units and
42,568 Class B Units representing capital contributions of $35,321,000.



During
the periods presented, the Partnership owned direct interests in the following properties:



|                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                  
|1. Paces Pavilion A medical office building located in Atlanta, Georgia in which the Partnership owns a condominium interest of approximately 27% of the property.
|                                                                                                                                                                  
|2. Black Oak Plaza A retail shopping center located in Knoxville, Tennessee.                                                                                      



During the periods presented, the
Partnership owned interests in the following properties through the affiliated joint ventures (the Joint Ventures) listed below:



|                                                          |  |                                                                                       |  |                                                                                        
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|Joint Venture                                             |  | Joint Venture Partners                                                                |  | Properties                                                                             
|Wells-Baker Associates                                    |  |    Wells Real Estate Fund I    Wells & Associates, Inc.(1)                          |  | 1. Peachtree Place(3) A commercial office building located in suburban Atlanta,
Georgia
|Fund I and Fund II Tucker (Fund I-II Tucker Associates) |  |    Wells Real Estate Fund I    Fund II and Fund II-OW(2)(Fund II-IIOW Associates) |  | 2. Heritage Place(4) A commercial office complex located in Tucker, Georgia            



| | (1) |  | Wells & Associates, Inc. is an affiliate of the
General Partners.
| | --- |  | -----------------------------------------------------------------

| | (2) |  | Fund II-IIOW Associates is a joint venture between Wells Real Estate Fund II and Wells
Real Estate Fund II-OW.
| | --- |  | --------------------------------------------------------------------------------------------------------------



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| | (3) |  | This property was sold in June 2004.
| | --- |  | ------------------------------------

| | (4) |  | The retail portion of this property (approximately
30% of the total square feet of the original property) was sold in April 2003.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------



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



On June 18, 2004, Wells-Baker Associates sold Peachtree Place to an unrelated third party for a gross selling price of $1,030,000. As a result of this sale, the
Partnership was allocated a gain of approximately $314,000 and received net sale proceeds of approximately $858,000.



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



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 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 present the results for those periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the consolidated financial
statements and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2004.



Distribution of Net Cash from Operations



As more fully described in the partnership agreement, net cash from operations, if available, is generally distributed quarterly 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 General Partners until they have received 10% of total distributions for such year.
| | - |  | -------------------------------------------------------------------------------------------------



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



Distribution of Net Sale Proceeds



As more fully described in the partnership agreement, after satisfying all debts and
liabilities and establishing reserves deemed reasonably necessary at the sole discretion of the General Partners, and net proceeds from the sale of properties are distributed to partners in accordance with their respective positive capital account
balances after the allocation of any gain on sale.



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



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



As
more fully described in the partnership agreement, 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 capital account in an amount not to exceed such positive balance; and (c) thereafter to the General Partners.



As more fully described in the partnership agreement, gain on the sale or exchange of the
Partnerships properties is generally 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 amount by which (i) the excess of each limited partners capital contribution over all prior distributions to such limited partner under certain partnership agreement provisions, plus an amount equal to such limited
partners cumulative distribution, less the sum of all prior distributions of cash available for distribution previously made to such limited partner, exceeds (ii) such limited partners adjusted capital account balance as of the sale
date; (c) then to the General Partners, in proportion to and to the extent of, the amount by which (i) the excess of each of the General Partners adjusted capital contribution over all prior distributions to such General Partner under certain
partnership agreement provisions, exceeds (ii) such General Partners adjusted capital account balance as of the sale date; and (d) thereafter 85% to the limited partners and 15% to the General Partners.



Change in Accounting Estimate



In the third quarter of 2004, the Partnership completed a review of its real estate related
depreciation by performing an analysis of the components of each property type in an effort to determine the weighted-average composite useful lives of its real estate assets. As a result of this review, effective July 1, 2004, the Partnership
extended the weighted-average composite useful life from 25 years to 40 years for all building assets. This change resulted in an increase to net income of approximately $72,900, or $0.74 per unit, for Class A Units for the quarter ended March 31,
2005, as compared to the quarter ended March 31, 2004. This change had no effect on net income allocated to Class B Units. The Partnership believes that this change more accurately reflects the estimated useful lives of the respective assets and is
consistent with prevailing industry practice.



|3. | 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 directly or through 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 lease-up of newly constructed
properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties, or (b) in the case of commercial properties which are leased
on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



Through December 31, 2004, Wells Management elected to defer the receipt of management and leasing fees and initial lease-up costs due from
the Partnership with respect to the properties owned by the Partnership directly and through its interest in joint ventures. Accordingly, as of December 31, 2004, the Partnership owed aggregate management and leasing fees to Wells Management of
$3,032,773, of which $2,254,037 was recorded as due to



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affiliates and $778,736 was due from Fund I-II Tucker Associates and, accordingly, included in investment in joint venture in the accompanying consolidated
balance sheet. In March 2005, these amounts due were paid to Wells Management. The Partnership began paying management and leasing fees to Wells Management from current operating cash flow in the first quarter of 2005. The Partnerships share
of management and leasing fees and lease acquisition costs incurred from properties owned directly and through its joint ventures is $58,703 and $57,248 for the three months ended March 31, 2005 and 2004, respectively.



Administration Reimbursements



Wells Capital and Wells Management perform certain administrative services for the
Partnership, relating to accounting, property management, 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 spent on the respective entities by individual 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 $40,140 and $24,998 for the three months ended March 31, 2005, and 2004, respectively. As of March 31, 2005 and December 31, 2004, administrative reimbursements of $12,191 and $17,544 are included in due to affiliates in the accompanying
consolidated balance sheets, respectively.



|4. | DISCONTINUED OPERATIONS
|-- | -----------------------



The Partnership sold Peachtree Place on June 18, 2004. The results of operations of Peachtree Place, which are included as discontinued operations in the accompanying
consolidated statements of operations, are presented below:



|                                                             |  |                              |   |      |   |        |  
|------------------------------------------------------------ |  | ---------------------------- | - | ---- | - | ------ | -
|                                                             |  | Three Months Ended March 31, |  
|                                                             |  | 2005                         |   | 2004 |  
|Total property revenues                                      |  | $                            | 0 |      | $ | 47,601 |  
|                                                             |  |                              |   |      |   |        |  
|Operating costsrental property                              |  |                              | 0 |      |   | 31,926 |  
|Depreciation                                                 |  |                              | 0 |      |   | 10,888 |  
|Management and leasing fees                                  |  |                              | 0 |      |   | 1,884  |  
|Amortization of deferred acquisition costs                   |  |                              | 0 |      |   | 468    |  
|                                                             |  |                              |   |      |   |        |  
|Total expenses                                               |  |                              | 0 |      |   | 45,166 |  
|                                                             |  |                              |   |      |   |        |  
|Income from discontinued operations before minority interest |  |                              | 0 |      |   | 2,435  |  
|Minority interest                                            |  |                              | 0 |      |   | (245   | )
|                                                             |  |                              |   |      |   |        |  
|Income from discontinued operations                          |  | $                            | 0 |      | $ | 2,190  |  
|                                                             |  |                              |   |      |   |        |  



|5. | INVESTMENT IN JOINT VENTURE
|-- | ---------------------------



Basis of Presentation



The Partnership does not have control over the operations of Fund I-II Tucker Associates; however, it does exercise significant influence. Approval by the Partnership, as well as the other joint venture partners, is
required for any major decision or any action that would materially affect the Joint Ventures or their real property investments. Accordingly, the Partnerships investment in Fund I-II Tucker Associates is 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 consolidated financial statements
and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2004.



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##### Table of Contents

Summary of Operations



Condensed financial information for Fund I-II Tucker Associates for the three months ended March 31, 2005 and 2004, respectively, is presented below:



|                            |  |                              |         |                              |   |         |  |      |       |  |   |         |  
|--------------------------- |  | ---------------------------- | ------- | ---------------------------- | - | ------- |  | ---- | ----- |  | - | ------- | -
|                            |  | Total Revenues               |         | Net Income (Loss)            |  
|                            |  | Three Months Ended March 31, |         | Three Months Ended March 31, |  
|                            |  | 2005                         |         | 2004                         |   | 2005    |  | 2004 |      
|Fund I-II Tucker Associates |  | $                            | 173,786 |                              | $ | 178,220 |  | $    | 9,951 |  | $ | (28,520 | )
|                            |  |                              |         |                              |   |         |  |      |       |  |   |         |  



|6. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------



Johnston Action



On January 17, 2003, the Partnership was served with a putative class action (RoyJohnston v. Wells Real Estate Fund I, Superior Court of Gwinnett County, Georgia, Civil Action No. 03-A00525-6, the
Johnston Action) by a limited partner holding Class B Units on behalf of all limited partners holding Class B Units as of January 15, 2003. The plaintiff alleged that the terms of the partnership agreement were inconsistent with the
original intent of the parties thereto such that the alleged original intent would have provided the limited partners holding Class B Units with a priority in the allocation and payment of net property sale proceeds. On May 7, 2004, the Court
granted summary judgment in favor of the Partnership on grounds of statutes of limitation and laches. By an order entered on December 14, 2004, the court granted the plaintiffs motion to withdraw the notice of appeal, which had previously been
filed by the plaintiff. On March 31, 2005, the Court entered an Order Denying Intervenors Counsels Motion for Award of Attorney Fees and Reimbursement of Expenses. Accordingly, no reserves have been provided for in the accompanying
consolidated financial statements.



Hendry Action



As a matter of background, on or about March 12, 2004, a putative class action complaint
(the Original Complaint) was filed by four individuals (the plaintiffs) against the Partnership, and Wells Capital and Leo F. Wells, III, the General Partners of the Partnership, as well as Wells Management and Wells
Investment Securities, Inc. (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04-A-2791 2). The plaintiffs filed the Original Complaint purportedly on behalf of all limited partners
holding B units of the Partnership as of January 15, 2003. The Original Complaint alleged, among other things, that (a) the General Partners of the Partnership, WIS, and the Partnership negligently and fraudulently made false statements and material
omissions in connection with the initial sale (September 6, 1984  September 5, 1986) of the B units to investors of the Partnership by making false statements and omissions in sales literature relating to the distribution of net sale proceeds
to holders of B units, among other things; (b) the General Partners of the Partnership and the Partnership negligently and fraudulently misrepresented and concealed disclosure of, among other things, alleged discrepancies between such statements and
provisions in the partnership agreement for a period of time in order to delay such investors from taking any legal, equitable, or other action to protect their investments in the Partnership, among other reasons; (c) Mr. Wells and Wells Management
breached an alleged contract arising out of a June 2000 consent solicitation to the limited partners; and (d) the General Partners of the Partnership and the Partnership breached fiduciary duties to the limited partners. On June 3, 2004, the Court
granted the plaintiffs motion to permit voluntary dismissal, and the Original Complaint was dismissed without prejudice.



On or about November 24, 2004, the plaintiffs filed a second putative class action complaint (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett
County, Georgia, Civil Action No. 04A-13051 6, the Hendry Action) against the Partnership, the General Partners, and Wells Management. The Plaintiffs filed the Hendry Action purportedly on behalf of all limited partners of the
Partnership holding B Units as of January 9, 2002. The Hendry Action alleges, among other things, that the General Partners breached their fiduciary duties to the



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limited partners by, among other things: (a) failing to timely disclose alleged inconsistencies between sales literature and the partnership agreement
relating to the distribution of net sale proceeds; (b) engaging in a scheme to fraudulently conceal alleged inconsistencies between sales literature and the partnership agreement relating to the distribution of net sale proceeds; and (c) not
accepting a settlement offer proposed by a holder of Class A Units and a holder of Class A and Class B Units in other litigation naming the Partnership as a defendant (Johnston), in which the court subsequently granted summary judgment in
favor of the Partnership. The Hendry Action also alleges that misrepresentations and omissions in an April 2002 consent solicitation to the limited partners caused that consent solicitation to be materially misleading. In addition, the Hendry Action
alleges that the General Partners and Wells Management breached an alleged contract arising out of a June 2000 consent solicitation to the limited partners relating to an alleged waiver of deferred management fees. The plaintiffs seek, among other
remedies, the following: judgment against the General Partners of the Partnership, jointly and severally, in an amount to be proven at trial; punitive damages; disgorgement of fees earned by the General Partners directly or through their affiliates;
a declaration that the consent obtained as a result of an April 2002 consent solicitation is null and void; enforcement of an alleged contract arising out of the June 2000 consent solicitation to allegedly waive Wells Managements deferred
management fees; and an award to the plaintiffs of their attorneys fees, costs, and expenses.



The Hendry Action states that the Partnership is named only as an allegedly necessary party defendant and that the Plaintiffs seek no money from or relief at the expense of the Partnership. As of March 31, 2005, Wells
Capital had advanced approximately $215,000 in legal fees, costs, and expenses related to defending against the Hendry Action. The indemnification provisions of the partnership agreement may require the Partnership to indemnify the General Partners
for their costs of defending the Hendry Action under certain circumstances upon the conclusion of this litigation.



On January 28, 2005, the defendants filed motions to dismiss the plaintiffs claims. On March 31, 2005, the plaintiffs filed briefs in opposition to the
defendants motions to dismiss. The court has not yet ruled on these pending motions.



At this time, management is unable to determine whether the likelihood of an unfavorable outcome is either probable or remote. Accordingly, no reserves have been provided for in the accompanying consolidated financial
statements.



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



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;



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##### Table of Contents

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

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



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

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



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

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



Portfolio Overview



We are currently in the disposition-and-liquidation phase of our life cycle. We have now sold three assets and a portion of another. Our focus on the remaining assets involves leasing and marketing efforts that we
believe will result in the best disposition pricing for our investors.



We are
continuing the disposition process for the Partnership, having selected a broker to market Paces Pavilion for sale. We continue to aggressively pursue leasing opportunities that will increase occupancy at the remaining properties.



Our General Partners are currently reserving operating cash flows in order to fund any
additional legal costs and potential indemnification obligations under the partnership agreement in connection with the litigation discussed herein and lease-up costs anticipated with increasing occupancy at Black Oak Plaza and the remaining office
portion of Heritage Place. Our General Partners anticipate making an initial distribution of net sale proceeds after the payment of all Partnership debts and liabilities and retaining reserves deemed necessary in the third quarter of 2005.



Property Summary



Information related to the properties owned, or previously owned, by the Partnership or its
joint ventures is provided below:



| |  |  | Paces Pavilion continues to operate at an approximate 90% occupancy level.
| | - |  | --------------------------------------------------------------------------



| |  |  | Black Oak Plaza is approximately 70% leased, and efforts to lease the vacant space at this property continue.
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Peachtree Place originally included two buildings. One building was sold in 2000, and the second building was sold in June 2004.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | Heritage Place originally included both an office component and a retail shopping center. The retail center, which represented approximately 30% of the premises, was sold in 2003.
The remaining office component of Heritage Place is approximately 53% leased, and efforts to lease the vacant space at this property continue.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cherokee Commons was sold in 2001.
| | - |  | ----------------------------------



| |  |  | Crowes Crossing was sold in 2001.
| | - |  | ----------------------------------



As we move further into the disposition-and-liquidation phase, our attention will shift to locating suitable buyers, negotiating purchase-sale contracts that will attempt
to maximize the total return to the limited partners and minimize contingencies and our post-closing involvement with the buyer.



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##### Table of Contents

Industry Factors



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



General Economic and Real Estate Market Commentary



Management reviews a number of economic forecasts and market commentaries in order to evaluate general economic conditions
and formulate a view of the current environments effect on the real estate markets in which we operate.



Management believes that the U.S. economy is continuing on the path of slow, but steady recovery. Job growth is improving, with 2.2 million jobs created
in 2004, and with another 2.4 to 2.8 million projected to be added in 2005. Gross Domestic Product growth and renewed business confidence are fueling the job growth. However, uncertainty still exists in the economy, primarily due to high oil prices,
the war in Iraq, the trade deficit, and other global issues.



The strength of the overall economy is having a positive impact on office real estate fundamentals. Positive absorption of office space combined with a decline in new construction has contributed to the increase in office occupancy rates
for three consecutive quarters. Although occupancy rates have increased, management does not expect that they will rise by more than 200 basis points annually. As a result, management anticipates that it could be a minimum of two to three years
before vacancy rates reach the equilibrium level of ten to twelve percent. Average asking rates stabilized in the second half of 2004. Management believes that renewed employment growth should benefit the office market; however, the uncertainty that
still exists in the economy is causing many firms to continue to be more cautious with their investment and hiring decisions. Importantly, management believes the pace and strength of the recovery for office real estate will vary by market. Market
conditions vary widely by geographical region, metropolitan area, submarket, and property.



The U.S. retail real estate market continues to be fuelled by robust consumer spending. Tenant demand is strong for retail space. As a result, vacancy rates are low and rents have increased modestly. Rising job growth
may further support consumer spending. However, this may be offset by rising interest rates, which could dampen consumer spending and tame investor demands for retail assets. The condition of the overall retail market may not be reflective of local
market conditions; market conditions vary widely by geographical region, metropolitan area, submarket, and property.



The real estate capital transaction market continues to be very active. Capitalization rates (cap rates) have continued to decline in spite of
the fact that the Federal Reserve (the Fed) increased the Federal Funds Rate five times in 2004. Management believes that the decline in cap rates is predominately driven by increased capital flows into real estate. The spread between
average cap rates and 10-year U.S. Treasuries narrowed in 2004; however, this was primarily due to a drop in cap rates rather than a rise in 10-year U.S. Treasuries. In managements opinion, absent a significant move in interest rates or a
significant decrease in the number of parties interested in acquiring real estate, cap rates are not expected to significantly increase from their current levels in 2005.



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



Real estate funds, such as the Partnership, that own interest in properties
with current vacancies or near-term tenant rollover may face a challenging leasing environment. The properties within these funds will generally face lower rents and higher concession packages to the tenants in order to re-lease vacant space.



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



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##### Table of Contents

Results of Operations



Revenues of the Partnership



Our gross revenues were $334,752 and $298,592, for the three months ended March 31, 2005 and 2004, respectively. The 2005 increase, as compared to 2004, resulted
primarily from (i) an increase in interest income due to holding net proceeds from the June 2004 sale of Peachtree Place during the first quarter of 2005, and (ii) an increase in rental income and tenant reimbursements as a result of the increase in
occupancy at Black Oak Plaza during the first quarter of 2005.



Equity in
Income (Loss) of Joint Venture



Equity in income (loss) of Joint Venture
was $5,166 and $(14,805) for the three months ended March 31, 2005 and 2004, respectively. The 2005 increase, as compared to 2004, is primarily attributable to a decline in depreciation expense for building assets resulting from a change in the
estimated weighted-average composite useful life from 25 years to 40 years effective July 1, 2004.



Expenses of the Partnership



Our
expenses were $337,860 and $630,445 for the three months ended March 31, 2005 and 2004, respectively. The 2005 decrease, as compared to 2004, is primarily attributable to (i) a decrease in legal fees related to resolving aspects of the litigation
discussed in Part II, Item 1 of this report during the second half of 2004, and (ii) a decline in depreciation expense due to changing the useful life of buildings from 25 to 40 years effective July 1, 2004, partially offset by (iii) an increase in
property operating costs due to the increase in occupancy at Black Oak Plaza during 2005, and (iv) additional partnership administrative salaries and accounting fees associated with additional reporting and regulatory requirements.



We expect future administrative salaries and accounting fees to increase as a result of
implementing and adhering to increased reporting and regulatory requirements.



Liquidity and Capital Resources



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



Short-Term Liquidity



Cash used in
operating activities was approximately $(2,240,695) for the three months ended March 31, 2005, as compared to approximately $(262,821) for the three months ended March 31, 2004. Cash flows used in operating activities increased in 2005, as compared
to 2004, primarily due to (i) an increase in administrative salaries and accounting fees associated with increased reporting and regulatory requirements described above and (ii) the payment of deferred management and leasing fees to Wells Management
in March 2005 (See Note 3 of the accompanying consolidated financial statements).



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##### Table of Contents

We believe that the cash on hand, including net proceeds from the sale of properties, is sufficient to cover our working
capital needs, including liabilities of approximately $218,000 as of March 31, 2005.



Long-Term Liquidity



We expect that our future sources of
capital will be primarily derived from net proceeds generated from the sale of properties and operating cash flows generated from Black Oak Plaza, Paces Pavilion, and Heritage Place. Our future long-term liquidity requirements will include, but not
be limited to, tenant improvements, renovations, expansions, and other significant capital improvements necessary for properties owned directly and through Fund I-II Tucker Associates.



Capital Resources



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



We fund capital expenditures primarily related to tenant improvements for the purpose of readying properties for re-leasing, and building improvements for the purpose of
maintaining the quality of our properties and readying properties for sale. As leases expire, we attempt to re-lease space to existing tenants 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 required for Heritage Place and not provided for out of operating cash flows will be funded by the Partnership and Fund I-II Tucker Associates other partners in proportion to their respective ownership
interests.



Operating cash flows, if available, are generally distributed from
Fund I-II Tucker Associates to the Partnership during the second month following each calendar quarter-end. Our cash management policy typically includes first utilizing current period operating cash flows 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 would then be utilized.



As of March 31, 2005, we had received, used, and held net proceeds from the
sale of properties as presented below:



|                                             |  |              |           |                                      |      |         |                                              |   |                                  |  |                                 |           |                                               |                                         |  |   |   |  |   |          
|-------------------------------------------- |  | ------------ | --------- | ------------------------------------ | ---- | ------- | -------------------------------------------- | - | -------------------------------- |  | ------------------------------- | --------- | --------------------------------------------- | --------------------------------------- |  | - | - |  | - | ---------
|Property Sold                                |  | Net Proceeds |           | PartnershipsApproximate Ownership % |      |         | Net Proceeds Attributable to the Partnership |   | Cumulative Net Proceeds Invested |  | Distributed to Partners to date |           | Undistributed NetProceeds as ofMarch 31, 2005
|                                             |  |              |           | Amount                               |      | Purpose |                                              |  
|Crowes Crossing (sold in 2001)              |  | $            | 6,486,652 |                                      | 100  | %       |                                              | $ | 6,486,652                        |  | $                               | 2,022,781 |                                               |     Payment of deferred management fee |  | $ | 0 |  | $ | 4,463,871
|Heritage Place retail portion (sold in 2003) |  |              | 3,207,708 |                                      | 51.9 | %       |                                              |   | 1,665,121                        |  |                                 | 0         |                                               |                                         |  |   | 0 |  |   | 1,665,121
|Cherokee Commons (sold in 2001)              |  |              | 8,414,089 |                                      | 25.3 | %       |                                              |   | 2,126,109                        |  |                                 |           |                                               |                                         |  |   | 0 |  |   | 2,126,109
|Peachtree Place (partial sale in 2000)       |  |              | 704,496   |                                      | 90.0 | %       |                                              |   | 633,695                          |  |                                 | 633,695   |                                               |     Payment of deferred management fee |  |   | 0 |  |   | 0        
|Peachtree Place (remainder sold in 2004)     |  |              | 953,670   |                                      | 90.0 | %       |                                              |   | 857,826                          |  |                                 | 0         |                                               |                                         |  |   | 0 |  |   | 857,826  
|                                             |  |              |           |                                      |      |         |                                              |   |                                  |  |                                 |           |                                               |                                         |  |   |   |  |   |          
|Total                                        |  |              |           |                                      |      |         |                                              | $ | 11,769,403                       |  | $                               | 2,656,476 |                                               |                                         |  | $ | 0 |  | $ | 9,112,927
|                                             |  |              |           |                                      |      |         |                                              |   |                                  |  |                                 |           |                                               |                                         |  |   |   |  |   |          





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In accordance with Section 9.3 of the partnership agreement, except for reinvestment of net sale proceeds as provided in
Section 11.3(g) (as amended), and after the payment or reserves allowed for Partnership debts and liabilities, and after the establishment of reserves which our General Partners, in their sole discretion, deem reasonably necessary, as of March 31,
2005, there were net sale proceeds in the amount of approximately $6,000,000 available for distribution to limited partners. As more fully set forth therein, Section 9.3 of the partnership agreement provides that the net sale proceeds are to be
distributed to each Partner in accordance with the positive balance in his Capital Account as of the date of distribution under this Section 9.3 (after allocation of the Gain on Sale as provided in Section 10.4 hereof).



Contractual Obligations and Commitments



Distribution of Net Sale Proceeds



In March 2005, our General Partners announced their intention to distribute net sale
proceeds of approximately $6,000,000 in the third quarter of 2005 to the limited partners of record as of June 30, 2005, which, under the terms of the partnership agreement, does not include limited partners acquiring units after March 31, 2005, and
to retain the residual balance of approximately $3,113,000 in reserve to fund future operating costs of the Partnership.



This distribution has not been formally declared by the General Partners. In accordance with the terms of the partnership agreement, the General Partners may elect to
retain reserves deemed reasonably necessary for the Partnership at 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 distributions may be made at a lower amount.



Related-Party Transactions



Related-Party Fees and Reimbursements



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



Economic Dependency



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



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



WREFs net income was approximately
$5.5 million for the three months ended March 31, 2005. Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and



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Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock of Wells Real Estate Investment Trust II,
Inc., an affiliated real estate investment trust for which Wells Capital serves as the advisor, and the volume of future acquisitions and dispositions of real estate assets by Wells-sponsored programs. As of March 31, 2005 and December 31, 2004,
WREF held cash balances of approximately $16.2 million and $6.3 million, respectively. WREF believes that it has adequate liquidity available in the form of cash on hand and current receivables necessary to meet its obligations as they become due.



Conflicts of Interest



Our General Partners are also general partners of other affiliated public limited
partnerships (the Wells Real Estate Funds). In addition, Wells Capital sponsors and advises two affiliated real estate investment trusts (the REITs) in which it retains residual interests. As such, there may exist conflicts
of interest whereby the General Partners, in their capacity as general partners of other Wells Real Estate Funds or as the advisor to the REITs, may be in competition with us with respect to, among other things, locating suitable replacement tenants
or prospective acquirers for property dispositions.



Inflation



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



Application of Critical Accounting Policies



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



Below is a discussion of the accounting policies used by the Partnership and Fund I-II Tucker
Associates, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.



Investment in Real Estate Assets



We will be required to make subjective assessments as to the useful lives of its depreciable assets. We will consider 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 Joint Ventures assets by class are as follows:



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



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In the third quarter of 2004, the Partnership completed a review of its real estate related depreciation by performing an
analysis of the components of each property type in an effort to determine the weighted-average composite useful lives of its real estate assets. As a result of this review, effective July 1, 2004, we extended the weighted-average composite useful
life from 25 years to 40 years for all building assets. This change resulted in an increase to our net income of approximately $72,900, or $0.74 per unit, for Class A Units. This change had no effect on net income allocated to Class B Units. Fund
I-II Tucker Associates also extended the weighted-average composite useful life for all building assets from 25 years to 40 years, which resulted in an increase (decrease) to equity in income (loss) of joint venture for the three months ended March
31, 2005. We believe that this change more accurately reflects the estimated useful lives of the respective assets and is consistent with prevailing industry practice. In the event that we use inappropriate useful lives or methods for depreciation,
our net income would be misstated.



Valuation of Real Estate Assets



We continually monitor events and changes in circumstances that could
indicate that the carrying amounts of the real estate assets in which we have an ownership interest, either directly or through investments in the Joint Ventures, may not be recoverable. When indicators of potential impairment are present which
indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the real estate assets will be recovered through the
undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to
the fair value and recognizes an impairment loss. We have determined that there has been no impairment in the carrying value of real estate assets held as of March 31, 2005.



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



American Jobs Creation Act of 2004



The American Jobs Creation Act of 2004 (the Act) added Section 470 to the
Internal Revenue Code, which provides certain limitations on the utilization of losses allocable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership. Currently, it is unclear as to how the
transition rules and effective dates set forth in the Act will apply to entities such as the Partnership. However, on March 11, 2005, the Internal Revenue Service issued IRS Notice 2005-29 announcing that the IRS will not apply Section 470 to
partnerships for taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners. It is important to note that IRS Notice 2005-29 provides relief for partnerships for taxable year 2004 only. Accordingly, unless
Congress passes corrective legislation which addresses this issue or some other form of relief from the provisions of Section 470 of the Act is granted, based on a strict reading of the Act, beginning in 2005 and thereafter, future passive losses
allocable to Class B limited partners may only be used to offset passive income generated from the same property or within the same fund.



|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.



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|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



The Partnership 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 Principal Financial Officer, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities
Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnerships disclosure controls and procedures were effective.



There were no significant changes in the Partnerships internal control over financial
reporting during the quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



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PART II.    OTHER INFORMATION



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



Johnston Action



On January 17,
2003, the Partnership was served with a putative class action (RoyJohnston v. Wells Real Estate Fund I, Superior Court of Gwinnett County, Georgia, Civil Action No. 03-A00525-6, the Johnston Action) by a limited partner
holding Class B Units on behalf of all limited partners holding Class B Units as of January 15, 2003. The plaintiff alleged that the terms of the partnership agreement were inconsistent with the original intent of the parties thereto such that the
alleged original intent would have provided the limited partners holding Class B Units with a priority in the allocation and payment of net property sale proceeds. On May 7, 2004, the Court granted summary judgment in favor of the Partnership on
grounds of statutes of limitation and laches. By an order entered on December 14, 2004, the court granted the plaintiffs motion to withdraw the notice of appeal, which had previously been filed by the plaintiff. On March 31, 2005, the Court
entered an Order Denying Intervenors Counsels Motion for Award of Attorney Fees and Reimbursement of Expenses. Accordingly, no reserves have been provided for in the accompanying consolidated financial statements.



Hendry Action



As a matter of background, on or about March 12, 2004, a putative class action complaint (the Original Complaint) was filed by
four individuals (the plaintiffs) against the Partnership, and Wells Capital and Leo F. Wells, III, the General Partners of the Partnership, as well as Wells Management and Wells Investment Securities, Inc. (Hendry et al. v. Leo F.
Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04-A-2791 2). The plaintiffs filed the Original Complaint purportedly on behalf of all limited partners holding B units of the Partnership as of January 15, 2003.
The Original Complaint alleged, among other things, that (a) the General Partners of the Partnership, WIS, and the Partnership negligently and fraudulently made false statements and material omissions in connection with the initial sale (September
6, 1984  September 5, 1986) of the B units to investors of the Partnership by making false statements and omissions in sales literature relating to the distribution of net sale proceeds to holders of B units, among other things; (b) the
General Partners of the Partnership and the Partnership negligently and fraudulently misrepresented and concealed disclosure of, among other things, alleged discrepancies between such statements and provisions in the partnership agreement for a
period of time in order to delay such investors from taking any legal, equitable, or other action to protect their investments in the Partnership, among other reasons; (c) Mr. Wells and Wells Management breached an alleged contract arising out of a
June 2000 consent solicitation to the limited partners; and (d) the General Partners of the Partnership and the Partnership breached fiduciary duties to the limited partners. On June 3, 2004, the Court granted the plaintiffs motion to permit
voluntary dismissal, and the Original Complaint was dismissed without prejudice.



On or about November 24, 2004, the plaintiffs filed a second putative class action complaint (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04A-13051 6, the Hendry
Action) against the Partnership, the General Partners, and Wells Management. The Plaintiffs filed the Hendry Action purportedly on behalf of all limited partners of the Partnership holding B Units as of January 9, 2002. The Hendry Action
alleges, among other things, that the General Partners breached their fiduciary duties to the limited partners by, among other things: (a) failing to timely disclose alleged inconsistencies between sales literature and the partnership agreement
relating to the distribution of net sale proceeds; (b) engaging in a scheme to fraudulently conceal alleged inconsistencies between sales literature and the partnership agreement relating to the distribution of net sale proceeds; and (c) not
accepting a settlement offer proposed by a holder of Class A Units and a holder of Class A and Class B Units in other litigation naming the Partnership as a defendant (Johnston), in which the court subsequently granted summary judgment in
favor of the Partnership. The Hendry Action also alleges that misrepresentations and omissions in an April 2002 consent solicitation to the limited partners caused that consent solicitation to be materially misleading. In addition, the Hendry Action
alleges that the General Partners and Wells Management breached an alleged contract arising out of a June 2000 consent solicitation to the limited partners relating to an alleged waiver of deferred management fees. The plaintiffs seek,



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among other remedies, the following: judgment against the General Partners of the Partnership, jointly and severally, in an amount to be proven at trial;
punitive damages; disgorgement of fees earned by the General Partners directly or through their affiliates; a declaration that the consent obtained as a result of an April 2002 consent solicitation is null and void; enforcement of an alleged
contract arising out of the June 2000 consent solicitation to allegedly waive Wells Managements deferred management fees; and an award to the plaintiffs of their attorneys fees, costs, and expenses.



The Hendry Action states that the Partnership is named only as an allegedly necessary party
defendant and that the Plaintiffs seek no money from or relief at the expense of the Partnership. As of March 31, 2005, Wells Capital had advanced approximately $215,000 in legal fees, costs, and expenses related to defending against the Hendry
Action. The indemnification provisions of the partnership agreement may require the Partnership to indemnify the General Partners for their costs of defending the Hendry Action under certain circumstances upon the conclusion of this litigation.



On January 28, 2005, the defendants filed motions to dismiss the
plaintiffs claims. On March 31, 2005, the plaintiffs filed briefs in opposition to the defendants motions to dismiss. The court has not yet ruled on these pending motions.



At this time, management is unable to determine whether the likelihood of an unfavorable outcome is either probable or remote. Accordingly,
no reserves have been provided for in the accompanying consolidated financial statements.



|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, 2005.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



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



|(c) |  | We did not redeem any securities during the quarter ended March 31, 2005.
|--- |  | -------------------------------------------------------------------------



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



We were not subject to any indebtedness, and therefore, we did not default respect to any indebtedness during the quarter ended March 31, 2005.



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



No matters were submitted to a vote of our limited partners during the quarter ended March 31, 2005.



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



Not applicable.



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



The Exhibits required to be filed with this report are set forth on the 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 duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



|             |  |  |  |                                                                                                                            |  | 
|------------ |  |  |  | -------------------------------------------------------------------------------------------------------------------------- |  | 
|             |  |  |  | WELLS REAL ESTATE FUND I (Registrant)                                                                                     
|             |  | 
|             |  |  |  | By: WELLS CAPITAL, INC. (Corporate General Partner)                                                                       
|             |  | 
|May 13, 2005 |  |  |  | /s/    LEO F. WELLS, IIILeo F. Wells, III President, Principle Executive Officer, and Sole Director of Wells Capital, Inc.
|             |  | 
|May 13, 2005 |  |  |  | /s/    DOUGLAS P. WILLIAMSDouglas 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 I



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