##### Table of Contents

---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



(Mark one)



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



For the quarterly period ended March 31, 2003



OR



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



For the transition period from

to



Commission file number 0-18407



---



WELLS REAL ESTATE FUND III, L.P.

(Exact name of registrant as specified in its charter)



---



|Georgia                                                        |  | 58-1800833                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                              
|6200 The Corners Parkway, Suite 250Norcross, Georgia           |  | 30092                               
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                              
|Registrants telephone number, including area code             |  | (770) 449-7800                      





---

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



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



Yes x No ̈



---



---

##### Table of Contents

FORM 10-Q



WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



INDEX



|         |  |                       |  |                                                                                                                            |  | Page No.
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | --------
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                           
|        
|         |  | Item 1.               |  | Financial Statements                                                                                                       |  |         
|        
|         |  |                       |  | Balance SheetsMarch 31, 2003 (unaudited) and December 31, 2002                                                            |  | 3       
|        
|         |  |                       |  | Statements of Income (Loss) for the Three Months Ended March 31, 2003 and 2002 (unaudited)                                 |  | 4       
|        
|         |  |                       |  | Statements of Partners Capital for the Three Months Ended March 31, 2003 (unaudited) and the Year Ended December 31, 2002 |  | 5       
|        
|         |  |                       |  | Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited)                                    |  | 6       
|        
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                        |  | 7       
|        
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 13      
|        
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                                |  | 17      
|        
|         |  | Item 4.               |  | Controls and Procedures                                                                                                    |  | 17      
|        
|PART II. |  | OTHER INFORMATION     |  | 18                                                                                                                        



2



---

##### Table of Contents

WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



BALANCE SHEETS





|                                        |  | (unaudited)    |            |                  
|--------------------------------------- |  | -------------- | ---------- | -----------------
|                                        |  | March 31, 2003 |            | December 31, 2002
|ASSETS:                                 |  |                |            |                  
|Cash and cash equivalents               |  | $              | 2,650,793  |                  
|Investments in joint ventures           |  |                | 10,701,143 |                  
|Due from Joint Ventures                 |  |                | 183,265    |                  
|Prepaid expenses and other assets       |  |                | 0          |                  
|                                        |  |                |            |                  
|Total assets                            |  | $              | 13,535,201 |                  
|                                        |  |                |            |                  
|LIABILITIES AND PARTNERS CAPITAL:      |  |                |            |                  
|Liabilities:                            |  |                |            |                  
|Accounts payable                        |  | $              | 55,038     |                  
|Partnership distributions payable       |  |                | 220,905    |                  
|                                        |  |                |            |                  
|Total liabilities                       |  |                | 275,943    |                  
|                                        |  |                |            |                  
|Partners capital:                      |  |                |            |                  
|Limited partners:                       |  |                |            |                  
|Class A19,635,965 units                |  |                | 13,259,258 |                  
|Class B2,544,540 units                 |  |                | 0          |                  
|                                        |  |                |            |                  
|Total partners capital                 |  |                | 13,259,258 |                  
|                                        |  |                |            |                  
|Total liabilities and partners capital |  | $              | 13,535,201 |                  
|                                        |  |                |            |                  



See
accompanying notes.



3



---

##### Table of Contents

WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



STATEMENTS OF INCOME (LOSS)



|                                                        |  | (unaudited)        |        
|------------------------------------------------------- |  | ------------------ | -------
|                                                        |  | Three Months Ended |        
|                                                        |  | March 31, 2003     |        
|REVENUES:                                               |  |                    |        
|Equity in income of joint ventures (Note 2)             |  | $                  | 204,145
|Interest income                                         |  |                    | 4,195  
|Other income                                            |  |                    | 1,533  
|                                                        |  |                    |        
|                                                        |  |                    | 209,873
|                                                        |  |                    |        
|EXPENSES:                                               |  |                    |        
|Partnership administration                              |  |                    | 25,587 
|Legal and accounting                                    |  |                    | 30,262 
|                                                        |  |                    |        
|                                                        |  |                    | 55,849 
|                                                        |  |                    |        
|NET INCOME FROM CONTINUING OPERATIONS                   |  |                    | 154,024
|                                                       
|DISCONTINUED OPERATIONS:                                |  |                    |        
|Operating loss                                          |  |                    | (2,366 
|                                                        |  |                    |        
|LOSS FROM DISCONTINUED OPERATIONS                       |  |                    | (2,366 
|                                                        |  |                    |        
|NET INCOME (LOSS)                                       |  | $                  | 151,658
|                                                        |  |                    |        
|NET INCOME (LOSS) ALLOCATED TO CLASS A LIMITED PARTNERS |  | $                  | 151,658
|                                                        |  |                    |        
|NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS          |  | $                  | 0      
|                                                        |  |                    |        
|NET INCOME PER CLASS A LIMITED PARTNER UNIT             |  | $                  | 0.01   
|                                                        |  |                    |        
|NET LOSS PER CLASS B LIMITED PARTNER UNIT               |  | $                  | 0.00   
|                                                        |  |                    |        
|CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT      |  | $                  | 0.01   
|                                                        |  |                    |        



See
accompanying notes.



4



---

##### Table of Contents

WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



STATEMENTS OF PARTNERS CAPITAL



FOR THE YEAR ENDED DECEMBER 31, 2002



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



|                                    |  | Limited Partners |  | Total Partners Capital |           
|----------------------------------- |  | ---------------- |  | ----------------------- | ----------
|                                    |  | Class A          |  |                         | Class B   
|                                    |  | Units            |  | Amounts                 |           
|BALANCE, December 31, 2001          |  | 19,635,965       |  | $                       | 13,979,446
|Net loss                            |  | 0                |  |                         | (435,555  
|Partnership distributions           |  | 0                |  |                         | (232,801  
|                                    |  |                  |  |                         |           
|BALANCE, December 31, 2002          |  | 19,635,965       |  |                         | 13,311,090
|Net income                          |  | 0                |  |                         | 151,658   
|Partnership distributions           |  | 0                |  |                         | (203,490  
|                                    |  |                  |  |                         |           
|BALANCE, March 31, 2003 (unaudited) |  | 19,635,965       |  | $                       | 13,259,258
|                                    |  |                  |  |                         |           



See
accompanying notes.



5



---

##### Table of Contents

WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



STATEMENTS OF CASH FLOWS



|                                                                                                         |  | (unaudited)        |          
|-------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------
|                                                                                                         |  | Three Months Ended |          
|                                                                                                         |  | March 31, 2003     |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                    |  |                    |          
|Net income from continuing operations                                                                    |  | $                  | 154,024  
|Adjustments to reconcile net income from continuing operations to net cash used in
operating activities: |  |                    |          
|Equity in income of Joint Ventures                                                                       |  |                    | (204,145 
|Changes in assets and liabilities:                                                                       |  |                    |          
|Prepaid expenses and other assets                                                                        |  |                    | 199      
|Accounts receivable                                                                                      |  |                    | 0        
|Accounts payable                                                                                         |  |                    | 27,793   
|                                                                                                         |  |                    |          
|Net cash used in continuing operations                                                                   |  |                    | (22,129  
|Net cash used in discontinued operations                                                                 |  |                    | (2,366   
|                                                                                                         |  |                    |          
|Net cash used in operating activities                                                                    |  |                    | (24,495  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    |  |                    |          
|Investment in Joint Ventures                                                                             |  |                    | (39,786  
|Distributions received from Joint Ventures                                                               |  |                    | 323,016  
|                                                                                                         |  |                    |          
|Net cash provided by investing activities                                                                |  |                    | 283,230  
|                                                                                                         |  |                    |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    |  |                    |          
|Partnership distribution paid                                                                            |  |                    | (220,905 
|                                                                                                         |  |                    |          
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                |  |                    | 37,830   
|                                                                                                        
|CASH AND CASH EQUIVALENTS, beginning of period                                                           |  |                    | 2,612,963
|                                                                                                         |  |                    |          
|CASH AND CASH EQUIVALENTS, end of period                                                                 |  | $                  | 2,650,793
|                                                                                                         |  |                    |          
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                                                          |  |                    |          
|                                                                                                        
|Joint venture distributions receivable                                                                   |  | $                  | 183,265  
|                                                                                                         |  |                    |          
|Partnership distributions payable                                                                        |  | $                  | 220,905  
|                                                                                                         |  |                    |          



See
accompanying notes.



6



---

##### Table of Contents

WELLS REAL ESTATE FUND III, L.P.



(A Georgia Public Limited Partnership)



CONDENSED NOTES TO FINANCIAL STATEMENTS



MARCH 31, 2003 (UNAUDITED)



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



(a) Organization and Business



Wells Real Estate Fund III, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells
Capital, Inc., a Georgia corporation, serving as the General Partners. The Partnership was formed on July 31, 1988 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing and otherwise managing income-producing
commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. The 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 partner unit has equal voting rights regardless of class.



On October 24, 1988, the Partnership commenced a public offering of its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The offering
was terminated on October 23, 1990 upon receiving and accepting $22,206,310 in limited partner capital contributions for a total of 22,206,310 Class A and Class B limited partner units at $1 per unit. From the original capital contributions, the
Partnership has paid $1,554,442 in acquisition and advisory fees and acquisition expenses and $2,664,668 in selling commissions and organization and offering expenses, invested $17,983,843 in the properties described below, and maintains a working
capital reserve of $3,357. In 1990 and 1991, the Partnership repurchased 6,128 and 19,677 limited partnership units, respectively.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



7



---

##### Table of Contents



The
Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of March 31, 2003, the Partnership owned interests in the following five properties through the affiliated joint ventures
listed below:



|Joint Venture                                                         |  | Joint Venture Partners                                                                        |  | Properties                                                                                                                                                                    
|--------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                     
|Fund II and Fund III Associates (Fund II-III Associates)            |  |  Fund II-IIOW Associates*  Wells Real Estate Fund III, L.P.                                 |  | 3. Boeing at the Atrium A four story office building located in Houston Texas  4. Brookwood Grill A restaurant located in Fulton County, Georgia                              
|                                                                     
|Fund II, III, VI and VII Associates (Fund II-III-VI-VII
Associates) |  |  Fund II-III Associates  Wells Real Estate Fund VI, L.P.  Wells Real Estate Fund VII, L.P. |  | 3. Holcomb Bridge Property An office/retail center located in Roswell, Georgia                                                                                                
|                                                                     
|Fund III and Fund IV Associates (Fund III-IV Associates)            |  |  Wells Real Estate Fund III, L.P.  Wells Real Estate Fund IV, L.P.                          |  | 4. Stockbridge Village Shopping Center A retail shopping center located in Stockbridge, Georgia  5. Reciprocal Group Building An office building located in Richmond, Virginia
|                                                                     



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



On September 30, 2002, the Partnership sold its 100% interest
in the Greenville Center, an office building located in Greenville, North Carolina, to an unrelated third-party.



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



(b) Basis of Presentation



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



8



---

##### Table of Contents



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



Net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash
from operations is distributed to the partners. To the extent the Partnerships net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners and 1% to the general partners.



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



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



(d) Distribution of Net Cash From Operations



Cash available for distribution is distributed on a cumulative noncompounded basis to limited partners
quarterly. In accordance with the partnership agreement, distributions are paid first to limited partners holding Class A units until they have received an 8% per annum return on their adjusted capital contributions, as defined. Cash available for
distribution is then distributed to limited partners holding Class B units until they have received an 8% per annum return on their adjusted capital contributions, as defined. If any cash available for distribution remains, the general partners
receive an amount equal to 10% of total net cash from operations distributed. Thereafter, amounts are distributed 10% to the general partners and 90% to the limited partners.



(e) Distribution of Sales Proceeds



Upon sales of properties, the net sales proceeds are distributed in the following order:



| | · |  | To limited partners until all limited partners have received 100% of their adjusted capital contributions, as defined
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| | · |  | To limited partners holding Class B units until they receive an amount equal to the net cash available for distribution received by the limited partners holding
Class A units on a per unit basis
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | To all limited partners until they receive a cumulative 12% per annum return on their adjusted capital contributions, as defined
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| | · |  | To all limited partners until they receive an amount equal to their respective cumulative distributions, as defined
| | - |  | -------------------------------------------------------------------------------------------------------------------



9



---

##### Table of Contents



| | · |  | To all general partners until they have received 100% of their capital contributions, as defined
| | - |  | ------------------------------------------------------------------------------------------------



| | · |  | Thereafter, 85% to the limited partners and 15% to the general partners
| | - |  | -----------------------------------------------------------------------



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



(a) Basis of Presentation



The Partnership owned interests in eleven properties as of March 31, 2003 through its ownership in the Joint Ventures. The Partnership
does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Accordingly, the Partnerships investments in the Joint Ventures are recorded using the equity method of accounting, whereby
original investments are recorded at cost and subsequently adjusted for contributions, distributions and net income (loss) attributable to the Partnership. For further information regarding investments in joint ventures, see the report filed for the
Partnership on Form 10-K for the year ended December 31, 2002.



(b) Summary of Operations



The following information summarizes the operations of the Joint Ventures, in which the Partnership holds ownership interests, for the three months ended March 31, 2003 and 2002, respectively:



|                                                                                                                                                                                                            |  | Total Revenues     |           |   | Net Income         |   |         | Partnerships Share of Net Income  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | - | ------------------ | - | ------- | ---------------------------------- | 
|                                                                                                                                                                                                            |  | Three Months Ended |           |   | Three Months Ended |   |         | Three Months Ended                 | 
|                                                                                                                                                                                                            |  | March 31, 2003     |           |   | March 31, 2002     |   |         | March 31, 2003                     | 
|Fund II-III Associates                                                                                                                                                                                      |  | $                  | 520,988   | * |                    | $ | 166,501 | *                                  | 
|Fund III-IV Associates                                                                                                                                                                                      |  |                    | 619,444   |   |                    |   | 546,432 |                                    | 
|                                                                                                                                                                                                            |  |                    |           |   |                    |   |         |                                    | 
|                                                                                                                                                                                                            |  | $                  | 1,140,432 |   |                    | $ | 712,933 |                                    | 
|                                                                                                                                                                                                            |  |                    |           |   |                    |   |         |                                    | 
|*The Partnerships share of income earned from its investment in Fund II-III-VI-VII Associates is recorded by Fund II-III Associates as equity in income of joint ventures,
which is classified as revenue.
|                                                                                                                                                                                                            |  | Total Revenues     |           |   | Net Income         |   |         | Partnerships Share of Net Income* | 
|                                                                                                                                                                                                            |  | Three Months Ended |           |   | Three Months Ended |   |         | Three Months Ended                 | 
|                                                                                                                                                                                                            |  | March 31, 2003     |           |   | March 31, 2002     |   |         | March 31, 2003                     | 
|Fund II-III-VI-VII Associates                                                                                                                                                                               |  | $                  | 135,573   |   |                    | $ | 186,082 |                                    | 
|                                                                                                                                                                                                            |  |                    |           |   |                    |   |         |                                    | 





10



---

##### Table of Contents



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



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



In August 2001, SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (effective beginning January 1, 2002) was issued. SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of and
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. Among other factors, SFAS No. 144 establishes criteria beyond that previously specified in SFAS No. 121 to determine
when a long-lived asset is to be considered held for sale. The impact to the Partnerships financial statements from implementing SFAS No. 144 is described in Note 5. below.



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



Management and Leasing Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the General Partners, receives compensation for supervising the management and leasing of the Partnerships
properties owned through joint ventures equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an
amount not to exceed the fee customarily charged in arms-length transactions by others 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. For the three months ended March 31, 2003 and 2002, the properties in which the
Partnership owns interests paid management and leasing fees to Wells Management of $69,276 and $74,043, respectively.



Administration Reimbursements

Wells Capital, Inc. performs certain administrative services for the Partnership, such as accounting and other partnership administration, and incurs the related expenses. Such expenses are allocated
among the various Wells Real Estate Funds based on time spent on each fund by individual administrative personnel. For the three months ended March 31, 2003 and 2002, the Partnership reimbursed $16,987 and $9,001, respectively, to Wells Capital,
Inc. and its affiliates for these services.



11



---

##### Table of Contents



Conflicts of Interests

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



|5. |  | DISCONTINUED OPERATIONS
|-- |  | -----------------------



The Partnership adopted SFAS No. 144 effective January 1, 2002, which requires, among other things, that the operating results of real
estate assets sold or held for sale subsequent to January 1, 2002 be included in discontinued operations in the statements of income (loss) for all periods presented, and to classify the carrying value of such assets as held for sale for all periods
presented. The Greenville Center property was sold on September 30, 2002.



12



---

##### Table of Contents



Condensed
financial information for the Greenville Center included in discontinued operations in the accompanying statements of income (loss), is summarized below:



|                                                              |  | Three Months Ended |          |   | Nine Months Ended  |  
|------------------------------------------------------------- |  | ------------------ | -------- | - | ------------------ | -
|                                                              |  | September 30, 2002 |          |   | September 30, 2001 |  
|Total property revenues                                       |  | $                  | 44,830   |   |                    | $
|                                                              |  |                    |          |   |                    |  
|Operating costs-rental property, net of Tenant reimbursements |  |                    | 43,778   |   |                    |  
|Depreciation                                                  |  |                    | 0        |   |                    |  
|Management and leasing fees                                   |  |                    | at11,386 |   |                    |  
|                                                              |  |                    |          |   |                    |  
|Total expenses                                                |  |                    | 55,164   |   |                    |  
|                                                              |  |                    |          |   |                    |  
|Operating loss                                                |  |                    | (10,334  | ) |                    |  
|Impairment loss                                               |  |                    | (96,000  | ) |                    |  
|Loss on disposition                                           |  |                    | (24,393  | ) |                    |  
|                                                              |  |                    |          |   |                    |  
|Loss from discontinued operations                             |  | $                  | (130,727 | ) |                    | $
|                                                              |  |                    |          |   |                    |  



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



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



(a) Forward Looking Statements



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



(b) Results of Operations



Gross Revenues

Gross revenues of the Partnership were $209,873 and $59,500 for the three months ended March 31, 2003 and 2002, respectively. The 2003 increase from 2002 resulted primarily from the increase in equity
in income of joint ventures described in the following paragraph. The results of operations of the Greenville Center, which was sold during 2002, are included in loss from discontinued operations for all periods presented, as further described
below.



13



---

##### Table of Contents



Equity In
Income of Joint VenturesOperations



Gross Revenues of Joint Ventures

Gross revenues of the joint ventures in which
the Partnership holds an interest increased in 2003, as compared to 2002, primarily due to the increase in occupancy of Boeing at the Atrium, which was vacant during the entire first quarter of 2002 and approximately 81% occupied as of March 31,
2003. Upward adjustments to 2002 operating expense reimbursement billings to tenant of Brookwood Grill and Stockbridge Village Shopping Center recorded in the first quarter of 2003 also contributed to the increase in gross revenues generated by
joint ventures. Tenants are billed for operating expense reimbursements based on estimates, which are reconciled in the following calendar year based on actual costs incurred and the terms of the corresponding tenant leases.



Expenses of Joint Ventures

The expenses of the joint ventures in which the Partnership holds an interest increased in 2003, as compared to 2002,
primarily due to (i) additional operating costs for Fund II-III Associates due to the increase in occupancy of Boeing at the Atrium described above, and (ii) an increase in legal and accounting fees allocated to properties and joint ventures as a
result of changing the Partnerships independent auditors in 2002.



Expenses

Expenses of the Partnership were $55,849 and $22,678 for the
three months ended March 31, 2003 and 2002, respectively. The 2003 increase from 2002 resulted primarily from an increase in administrative cost and expenses and legal and accounting fees, largely as a result of preparing the Partnerships
financial statements and footnotes in accordance with the provisions of Statement of Financial Accounting Standard No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), the provisions
of which are further described in the following section.



As a result, net income (loss) of the Partnership was $151,658 and $(5,410) for the three months ended March 31, 2003 and 2002, respectively.



Discontinued Operations

The Partnership adopted SFAS No. 144 effective January 1, 2002, which requires, among other things, that the operating results of real estate assets sold or held for sale subsequent to January 1, 2002
be included in discontinued operations in the statements of income (loss) for all periods presented, and to classify the carrying value of such assets as held for sale for all periods presented. The Greenville Center property was sold on September
30, 2002.



Condensed financial information for
the Greenville Center included in discontinued operations in the accompanying statements of income (loss), is summarized below:



|                                  |  | March 31,2003 |        |   | March 31, 2002 |  
|--------------------------------- |  | ------------- | ------ | - | -------------- | -
|Total property revenues           |  | $             | 0      |   |                | $
|                                  |  |               |        |   |                |  
|Operating costs-rental property   |  |               | (2,366 | ) |                |  
|Depreciation                      |  |               | 0      |   |                |  
|Management and leasing fees       |  |               | 0      |   |                |  
|                                  |  |               |        |   |                |  
|Total expenses                    |  |               | 0      |   |                |  
|                                  |  |               |        |   |                |  
|Loss from discontinued operations |  | $             | (2,366 | ) |                | $
|                                  |  |               |        |   |                |  



14



---

##### Table of Contents



(c)
Liquidity and Capital Resources



Cash Flows From Operating Activities

Net cash flows from operating activities
remained relatively stable at $(24,495) and $(25,284) for the three months ended March 31, 2003 and 2002, respectively.



Cash Flows From Investing Activities

Net cash flows from investing activities was $283,230 and $317,202 for the three months ended March 31, 2003 and 2002, respectively. The
2003 decrease from 2002 is primarily a result of the Partnerships investment in Fund II-III Associates in order to fund tenant improvements and releasing costs expended during the first quarter of 2003 related to the increase in occupancy of
Boeing at the Atrium during 2002.



Reciprocal

While the tenant has continued to pay rent currently, on January 29, 2003, a
receiver was appointed for The Reciprocal Group, the tenant occupying the Reciprocal Group Building. The receiver was granted authority to take any and all actions deemed advisable to liquidate or rehabilitate the Reciprocal Group and, as a result
of the receivership proceeding, The Reciprocal Group has ceased issuing new or renewing existing insurance policies. Any liquidation of The Reciprocal Group is likely to have an adverse impact on future distributions received from Fund III-IV
Associates.



Cash Flows From
Financing Activities

Net cash flows from financing activities was $220,905 and $0 for the three months ended
March 31, 2003 and 2002, respectively. The 2003 increase from 2002 resulted primarily from the increase in occupancy of Boeing at the Atrium, as distributions were withheld for the first quarter of 2002 in order to begin funding related releasing
costs.



Distributions

The Partnership made distributions to the limited partners holding Class A units of $0.01 and $0.00 for the quarters
ended March 31, 2003 and 2002, respectively. The increase in distributions for 2003, as compared to 2002, is largely attributable to the increase in occupancy of Boeing at the Atrium during 2003, as distributions to limited partners holding Class A
units were withheld for the first quarter of 2002 in order to begin funding the releasing costs aforementioned. Distributions accrued for the first quarter of 2003 to the Limited Partners holding Class A Units were paid in May 2003. No distributions
have been made to the limited partners holding Class B units.



Capital Resources

The Partnership is an investment vehicle formed for the
purpose of acquiring, owning and operating income-producing real properties and has invested all of its funds available for investment. Accordingly, it is unlikely that the Partnership will acquire interests in any additional properties. The
Partnership intends to fund its share of the remaining tenant improvements for Boeing at the Atrium, which are anticipated to be completed during 2003 and cost approximately $160,000, of which approximately $102,000 is attributable to the
Partnership. During the first quarter of 2003, American Trust Bank entered into a 10-year lease agreement for approximately 13,000 square feet of the Holcomb Bridge Property. In connection therewith, Fund II-III-VI-VII Associates anticipates funding
tenant improvements of approximately $128,000 during the second and third quarters of 2003, of which approximately $12,000 would be attributable to the Partnership.



Contract Obligations and Commitments

On March 18, 2003, four Wells affiliated joint ventures (collectively, the Seller, defined below) entered into an agreement
(the Agreement) to sell five real properties (the Sale Properties, defined below) located in Stockbridge, Georgia to an unrelated third-party (the Purchaser) for a gross sales price of $23,750,000.
Contemporaneously with the Purchasers execution and delivery of the Agreement to the Seller, the Purchaser paid a fully refundable earnest money deposit of $250,000 to the designated escrow agent. This transaction is currently subject to a due
diligence period of 90 days, during which the Purchaser has the right to terminate the Agreement. Accordingly, there are no assurances that this sale will close.



|(Collectively, the Seller) The Joint Ventures |  | Joint Venture Partners                                                 |  | Sale Properties                                                                                                                                                                       
|----------------------------------------------- |  | ---------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                               
|Fund III-IV Associates                          |  |  Wells Real Estate Fund III, L.P.  Wells Real Estate Fund IV, L.P.   |  | 1. Stockbridge Village Center A retail shopping center located in Stockbridge, Georgia                                                                                                
|                                               
|Fund V-VI Associates                            |  |  Wells Real Estate Fund V, L.P.  Wells Real Estate Fund VI, L.P.     |  | 2. Stockbridge Village II Two retail buildings located in Stockbridge, Georgia                                                                                                        
|                                               
|Fund VI-VII Associates                          |  |  Wells Real Estate Fund VI, L.P.  Wells Real Estate Fund VII, L.P.   |  | 3. Stockbridge Village I Expansion A retail shopping center expansion located in Stockbridge, Georgia  4. Stockbridge Village III Two retail buildings located in Stockbridge, Georgia
|                                               
|Fund VII-VIII Associates                        |  |  Wells Real Estate Fund VII, L.P.  Wells Real Estate Fund VIII, L.P. |  | 5. Hannover Center A retail center located in Stockbridge, Georgia                                                                                                                    
|                                               



Sales Proceeds

Rather than distributing net sales proceeds to the limited
partners, the net proceeds generated from the sale of Greenville Center will be held in reserve as the Partnership continues to evaluate the capital needs of the existing properties in which it holds an interest, through investments in joint
ventures, in consideration of the best interests of the limited partners. Upon completing this evaluation, the Partnership anticipates distributing the reserves not otherwise utilized to the limited partners in accordance with the terms of the
Partnership Agreement in 2003.



15



---

##### Table of Contents



(d)
Related-Party Transactions



The Partnership
and its joint ventures have entered into agreements with Wells Capital, Inc. and its affiliates, whereby the Partnership or its joint ventures pay certain fees or reimbursements to Wells Capital, Inc. or its affiliates (e.g. property management and
leasing fees, administrative salary reimbursements, etc.). See Note 4 to the Partnerships financial statements included in this report for a discussion of the various related party transactions, agreements, and fees.



(e) Inflation



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



(f) Application of Critical Accounting Policies



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



Below is a discussion of the accounting policies that management considers to be critical in that they may require complex judgment in
their application or require estimates about matters that are inherently uncertain.



Investment in Real Estate Assets

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



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



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



16



---

##### Table of Contents



Valuation of Real Estate Assets

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



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



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



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



ITEM 4.    CONTROLS AND PROCEDURES



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



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



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



17



---

##### Table of Contents



PART II.    OTHER INFORMATION



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



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



(b) No reports on Form 8-K were filed during the first quarter of 2003.



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 III, L.P. (Registrant)                         
|----------- |  | ----------------------------------------------------------------------
|           
|            |  | By:                                                                   
|           
|May 9, 2003 |  | /s/ LEO F. WELLS, III                                                 
|            |  | Leo F. Wells, III President                                           
|           
|May 9, 2003 |  | /s/ DOUGLAS P. WILLIAMS                                               
|            |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.



18



---

##### Table of Contents

CERTIFICATIONS



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



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



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



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



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



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



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



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



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



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



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



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



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



19



---

##### Table of Contents

CERTIFICATIONS



I, Douglas P. Williams, certify that:



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



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



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



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



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



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



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



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



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



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



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



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



20



---

##### Table of Contents

EXHIBIT INDEX

TO

FIRST QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND III, L.P.



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



21