Piedmont Office Realty Trust, Inc.

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                      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  June 30, 2000   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                   0-25739
                       ----------------------------------------------------

                   WELLS REAL ESTATE INVESTMENT TRUST, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Georgia                                      58-2328421
- -----------------------------------------    -----------------------------------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                   Identification Number)

6200 The Corners Pkwy., Norcross, Georgia                  30092
- -----------------------------------------    -----------------------------------
 (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code   (770) 449-7800
                                                   -----------------------------

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

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

Yes  X   No
    ---     ---


                                   FORM 10-Q

            WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY


                                     INDEX


                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements


       Balance Sheets--June 30, 2000 and December 31, 1999                   3

       Statements of Income for the Three Months and Six Months Ended
         June 30, 2000 and 1999                                              4

       Statements of Shareholders' Equity for the Year Ended
         December 31, 1999 and the Six Months Ended June 30, 2000            5


       Statements of Cash Flows for the Six Months Ended June 30, 2000
         and 1999                                                            6

       Condensed Notes to Financial Statements                               7

 Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       12


PART II.  OTHER INFORMATION                                                 39

                                      -2-


                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY

                                 BALANCE SHEETS

                                     ASSETS



                                                                      June 30,        December 31,
                                                                    ------------     ------------
                                                                        2000             1999
                                                                    ------------     ------------
                                                                               
REAL ESTATE, at cost:
  Land                                                              $ 21,695,304     $ 14,500,822
  Building and improvements, less accumulated depreciation
    of $4,655,426 in 2000 and $1,726,103 in 1999                     179,318,847       81,507,040
  Construction in progress                                             7,964,288       12,561,459
                                                                    ------------     ------------
    Total real estate                                                208,978,439      108,569,321
                                                                    ------------     ------------
INVESTMENT IN JOINT VENTURES (Note 2)                                 36,090,567       29,431,176

DUE FROM AFFILIATES                                                      784,043          648,354

CASH AND CASH EQUIVALENTS                                              6,315,188        2,929,804

DEFERRED PROJECT COSTS (Note 1)                                           96,533           28,093

DEFERRED OFFERING COSTS (Note 1)                                         529,727          964,941

PREPAID EXPENSES AND OTHER ASSETS                                      4,809,674        1,280,601
                                                                    ------------     ------------
    Total assets                                                    $257,604,171     $143,852,290
                                                                    ============     ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  Accounts payable                                                  $    874,735     $    461,300
  Notes payable (Note 3)                                              65,742,524       23,929,228
  Due to affiliates (Note 4)                                           1,727,907        1,079,466
  Dividends payable                                                    3,315,836        2,166,701
  Minority interest of unit holder in operating partnership              200,000          200,000
                                                                    ------------     ------------
    Total liabilities                                                 71,861,002       27,836,695
                                                                    ------------     ------------
SHAREHOLDERS' EQUITY:
  Common shares, $.01 par value; 40,000,000 shares authorized,
    21,753,451 shares issued and outstanding at June 30, 2000            217,535          134,710
  Additional paid-in capital                                         185,525,634      115,880,885
  Retained earnings                                                            0                0
                                                                    ------------     ------------
    Total shareholders' equity                                       185,743,169      116,015,595
                                                                    ------------     ------------
    Total liabilities and shareholders' equity                      $257,604,171     $143,852,290
                                                                    ============     ============


           See accompanying condensed notes to financial statements.

                                      -3-


                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY


                              STATEMENTS OF INCOME


                                              Three Months Ended       Six Months Ended
                                            ----------------------  ----------------------
                                             June 30,     June 30,   June 30,    June 30,
                                               2000        1999        2000        1999
                                            ----------  ----------  ----------  ----------
                                                                    
REVENUES:
  Rental income                             $4,741,141  $  852,831  $7,892,403  $1,579,014
  Equity in income of joint ventures           567,421     205,455   1,049,182     398,178
  Interest income                              129,056     146,652     206,442     215,746
                                            ----------  ----------  ----------  ----------
                                             5,437,618   1,204,938   9,148,027   2,192,938
                                            ----------  ----------  ----------  ----------
EXPENSES:
  Operating costs, net of reimbursements       193,459      52,211     342,267      29,616
  Management and leasing fees                  304,094      37,393     537,864      82,085
  Depreciation                               1,749,065     326,001   2,929,323     612,243
  Administrative costs                         174,714      40,230     231,858      69,940
  Legal and accounting                          78,302      29,350      97,720      56,450
  Computer costs                                 3,425       3,360       6,493       6,063
  Amortization of loan fees                     63,524       2,433      86,127       4,055
  Interest expense                           1,350,014     111,985   1,704,066     337,073
                                            ----------  ----------  ----------  ----------
                                             3,916,597     602,963   5,935,718   1,197,525
                                            ----------  ----------  ----------  ----------
NET INCOME                                  $1,521,021  $  601,975  $3,212,309  $  995,413
                                            ==========  ==========  ==========  ==========
BASIC AND DILUTED EARNINGS PER SHARE             $0.08       $0.09       $0.19       $0.19
                                            ==========  ==========  ==========  ==========

           See accompanying condensed notes to financial statements.

                                      -4-


                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY


                       STATEMENTS OF SHAREHOLDERS' EQUITY

                     FOR THE YEARS ENDED DECEMBER 31, 1999

                   AND FOR THE SIX MONTHS ENDED JUNE 30, 2000





                                         Common Stock           Additional                      Total
                                   -------------------------     Paid-In        Retained    Shareholders'
                                     Shares          Amount      Capital        Earnings       Equity
                                   ----------       --------   ------------   -----------   ------------
                                                                             
BALANCE, December 31, 1998          3,154,136       $ 31,541   $ 27,056,112   $   334,034   $ 27,421,687

  Issuance of common stock         10,316,949        103,169    103,066,321             0    103,169,490
  Net income                                0              0              0     3,884,649      3,884,649
  Dividends ($.70 per share)                0              0     (1,346,240)   (4,218,683)    (5,564,923)
  Sales commission                          0              0     (9,801,197)            0     (9,801,197)
  Other offering expenses                   0              0     (3,094,111)            0     (3,094,111)
                                   ----------       --------   ------------   -----------   ------------
BALANCE, December 31, 1999         13,471,085        134,710    115,880,885             0    116,015,595

  Issuance of common stock          8,299,382         82,994     82,910,829             0     82,993,823
  Net income                                0              0              0     3,212,309      3,212,309
  Dividends ($.356 per share)               0              0     (2,743,130)   (3,212,309)    (5,955,439)
  Sales commission                          0              0     (7,868,248)            0     (7,868,248)
  Other offering expenses                   0              0     (2,484,708)            0     (2,484,708)
  Common stock retired                (17,016)          (169)      (169,994)            0       (170,163)
                                   ----------       --------   ------------   -----------   ------------
BALANCE, June 30, 2000             21,753,451       $217,535   $185,525,634   $         0   $185,743,169
                                   ==========       ========   ============   ===========   ============

           See accompanying condensed notes to financial statements.

                                      -5-


                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY


                            STATEMENTS OF CASH FLOWS



                                                                        Six Months Ended
                                                                   ----------------------------
                                                                                     June 30,
                                                                      June 30,     ------------
                                                                       2000           1999
                                                                   -------------   ------------
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                       $   3,212,309   $    995,413
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation                                                     2,929,323        612,243
      Amortization of organizational costs                                86,127          4,055
      Equity in income of joint venture                               (1,049,182)      (398,178)
      Changes in assets and liabilities:
        Accounts payable                                                 413,435        133,617
        Increase in prepaid expenses and other assets                 (3,615,200)    (1,312,721)
        Increase due to affiliates                                     1,083,655         78,526
                                                                   -------------   ------------
          Net cash provided by operating activities                    3,060,467        112,955
                                                                   -------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in real estate                                        (100,790,679)   (19,178,396)
  Investment in joint venture                                         (6,782,935)    (3,591,828)
  Deferred project costs                                              (2,898,827)    (1,615,756)
  Distributions received from joint ventures                           1,319,662        528,869
                                                                   -------------   ------------
          Net cash used in  investing activities                    (109,152,779)   (23,857,111)
                                                                   -------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from note payable                                          66,170,746      9,918,935
  Repayment of note payable                                          (24,357,450)   (14,059,930)
  Dividends paid                                                      (4,806,304)    (1,038,189)
  Issuance of common stock                                            82,993,823     46,164,450
  Sales commissions paid                                              (7,868,248)    (4,385,623)
  Offering costs paid                                                 (2,484,708)    (1,384,933)
  Common stock retired                                                  (170,163)             0
                                                                   -------------   ------------
          Net cash provided by financing activities                  109,477,696     35,214,710
                                                                   -------------   ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                              3,385,384     11,470,554

CASH AND CASH EQUIVALENTS, beginning of year                           2,929,804      7,979,403
                                                                   -------------   ------------
CASH AND CASH EQUIVALENTS, end of period                           $   6,315,188   $ 19,449,957
                                                                   =============   ============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
   Deferred project costs applied to investing activities          $   2,830,387   $  1,001,925
                                                                   =============   ============

   Increase (decrease) in deferred offering cost accrual           $    (435,214)  $    (19,205)
                                                                   =============   ============

           See accompanying condensed notes to financial statements.

                                      -6-


                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY


                    CONDENSED NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2000


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) General

   Wells Real Estate Investment Trust, Inc. (the "Company" or "Registrant") is a
   Maryland corporation formed on July 3, 1997. The Company is the sole general
   partner of Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
   partnership organized for the purpose of acquiring, developing, owning,
   operating, improving, leasing, and otherwise managing for investment purposes
   income-producing commercial properties.

   On January 30, 1998, the Company commenced a public offering of up to
   16,500,000 shares of common stock at $10 per share pursuant to a Registration
   Statement on Form S-11 under the Securities Act of 1933. The Company
   commenced active operations on June 5, 1998, when it received and accepted
   subscriptions for 125,000 shares. The Company terminated its initial public
   offering on December 19, 1999, and on December 20, 1999, the Company
   commenced a second follow-on public offering of up to 22,200,000 shares of
   common stock at $10 per share. As of June 30, 2000, the Company had sold
   21,770,468 shares for total capital contributions of $217,704,678. After
   payment of $7,613,708 in Acquisition and Advisory Fees and Acquisition
   Expenses, payment of $27,191,814 in selling commissions and organization and
   offering expenses, capital contributions and acquisition expenditures by
   Wells OP of $179,502,869 in property acquisitions and common stock
   redemptions of $170,163 pursuant to the Company's share redemption program,
   the Company was holding net offering proceeds of $3,226,124 available for
   investment in properties. An additional $65,742,524 was spent for acquisition
   expenditures and was funded by loans from various lending institutes.

   Wells OP owns interest in properties both directly and through equity
   ownership in the following joint ventures: (i) the Fund IX-X-XI-REIT Joint
   Venture, a joint venture among Wells OP and Wells Real Estate Fund IX, L.P.,
   Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the "Fund
   IX-X-XI-REIT Joint Venture"), (ii) Wells/Fremont Associates (the "Fremont
   Joint Venture"), a joint venture between Wells OP and Fund X and Fund XI
   Associates, which is a joint venture between Wells Real Estate Fund X, L.P.
   and Wells Real Estate Fund XI, L.P. (the "Fund X-XI Joint Venture"), (iii)
   Wells/Orange County Associates (the "Cort Joint Venture") a joint venture
   between Wells OP and the Fund X-XI Joint Venture, (iv) the Fund XI-XII-REIT
   Joint Venture, a joint venture among Wells OP, Wells Real Estate Fund XI,
   L.P., and Wells Real Estate Fund XII, L.P. (the "Fund XI-XIII-REIT Joint
   Venture"), and (v) the Fund XII-REIT Joint Venture, a joint venture between
   Wells OP and Wells Real Estate Fund XII, L.P. (the "Fund XII-REIT Joint
   Venture").

   As of June 30, 2000, Wells OP owned interest in the following properties
   either directly or through its interests in joint ventures: (i) a three-story
   office building in Knoxville, Tennessee (the "ABB-Knoxville Building"); (ii)
   a two-story office building in Louisville, Colorado (the "Ohmeda Building");
   (iii) a three-story office building in Broomfield, Colorado (the "360
   Interlocken Building"); (iv) a one-story office building in Oklahoma City,
   Oklahoma (the "Lucent Technologies Building"); (v) a one-story warehouse and
   office building in Ogden, Utah (the "Iomega Building"), all five of which are
   owned by

                                      -7-


   the Fund IX-X-XI-REIT Joint Venture; (vi) a two-story warehouse office
   building in Fremont, California (the "Fremont Building"), which is owned by
   the Fremont Joint Venture; (vii) a one-story warehouse and office building in
   Fountain Valley, California (the "Cort Building"), which is owned by the Cort
   Joint Venture; (viii) a four-story office building in Tampa, Florida (the
   "PWC Building"); (ix) a four-story office building in Harrisburg,
   Pennsylvania (the "AT&T Building"), which are owned directly by Wells OP; (x)
   a two-story manufacturing and office building located in Fountain Inn, South
   Carolina (the "EYBL CarTex Building"); (xi) a three-story office building
   located in Leawood, Kansas (the "Sprint Building"); (xii) a one story office
   building and warehouse in Tredyffrin Township, Pennsylvania (the "Johnson
   Matthey Building"); (xiii) a two-story office building in Ft. Meyers, Florida
   (the "Gartner Building"), all four of which are owned by Fund XI-XII-REIT
   Joint Venture; (xiv) a two-story office building located in Lake Forest,
   California (the "Matsushita Project"); (xv) a four-story office building
   under construction in Richmond, Virginia (the "ABB-Richmond Building"); (xvi)
   a two-story office building and warehouse in Wood Dale, Illinois (the
   "Marconi Building"); (xvii) a five-story office building in Plano, Texas (the
   "Cinemark Building"); (xviii) a three-story office building in Tulsa,
   Oklahoma (the "Metris Building"); (xix) a two-story office building in
   Scottsdale, Arizona (the "Dial Building"); (xx) a two-story office building
   in Tempe, Arizona (the "ASML Building"); (xxi) a two-story office building in
   Tempe, Arizona (the "Motorola Building"); (xxii) a two-story office building
   in Tempe, Arizona (the "Avnet Building"); (xxiii) a three-story office
   building in Troy, Michigan (the "Delphi Building"); all ten of which are
   owned directly by Wells OP; and (xxiv) a three-story office building in Troy,
   Michigan (the "Siemens Building"), which is owned by the Fund XII-REIT Joint
   Venture.

   (b) Deferred Project Costs

   The Company pays Acquisition and Advisory Fees and Acquisition Expenses to
   Wells Capital, Inc., the Advisor, for acquisition and advisory services and
   as reimbursement for acquisition expenses. These payments may not exceed
   3 1/2% of shareholders' capital contributions. Acquisition and Advisory Fees
   and Acquisition Expenses paid as of June 30, 2000, amounted to $7,613,708 and
   represented approximately 3 1/2% of shareholders' capital contributions
   received. These fees are allocated to specific properties as they are
   purchased.

   (c) Deferred Offering Costs

   The Advisor pays all the offering expenses for the Company. The Advisor may
   be reimbursed by the Company to the extent that such offering expenses do not
   exceed 3% of shareholders' capital contributions.

   (d) Employees

   The Company has no direct employees. The employees of Wells Capital, Inc.,
   the Company's Advisor, perform a full range of real estate services including
   leasing and property management, accounting, asset management and investor
   relations for the Company.

   (e) Insurance

   Wells Management Company, Inc., an affiliate of the Company and the Advisor,
   carries comprehensive liability and extended coverage with respect to all the
   properties owned directly and indirectly by the Company. In the opinion of
   management of the registrant, the properties are adequately insured.

   (f) Competition

   The Company will experience competition for tenants from owners and managers
   of competing projects which may include its affiliates. As a result, the
   Company may be required to provide free rent; reduced

                                      -8-


   charges for tenant improvements and other inducements, all of which may have
   an adverse impact on results of operations. At the time the Company elects to
   dispose of its properties, the Company will also be in competition with
   sellers of similar properties to locate suitable purchasers for its
   properties.

   (g) Basis of Presentation

   Substantially all of the Company's business is conducted through Wells OP. At
   December 31, 1997, the Wells OP had issued 20,000 limited partner units to
   Wells Capital, Inc., the Advisor, in exchange for a capital contribution of
   $200,000. The Company is the sole general partner in Wells OP; consequently,
   the accompanying consolidated balance sheet of the Company includes the
   amounts of both the Company and Wells OP.

   The consolidated financial statements of the Company have been prepared in
   accordance with instructions to Form 10-Q and do not include all of the
   information and footnotes required by generally accepted accounting
   principles for complete financial statements. These quarterly statements have
   not been examined by independent accountants, but in the opinion of the Board
   of Directors, the statements for the unaudited interim periods presented
   include all adjustments, which are of a normal and recurring nature,
   necessary to present a fair presentation of the results for such periods. For
   further information, refer to the financial statements and footnotes included
   in the Company's Form 10-K for the year ended December 31, 1999.

   (h) Distribution Policy

   The Company will make distributions each taxable year (not including a return
   of capital for federal income tax purposes) equal to at least 95% of its real
   estate investment trusts taxable income. The Company intends to make regular
   quarterly distributions to holders of the shares. Distributions will be made
   to those shareholders who are shareholders as of the record date selected by
   the Directors. Distributions will be declared on a monthly basis and paid on
   a quarterly basis during the Offering period and declared and paid quarterly
   thereafter.

   (i) Income Taxes

   The Company has made an election under Section 856 (C) of the Internal
   Revenue Code 1986, as amended (the "Code"), to be taxed as a Real Estate
   Investment Trust ("REIT") under the Code beginning with its taxable year
   ended December 31, 1998. As a REIT for federal income tax purposes, the
   Company generally will not be subject to federal income tax on income that it
   distributes to its shareholders. If the Company fails to qualify as a REIT in
   any taxable year, it will then be subject to federal income tax on its
   taxable income at regular corporate rates and will not be permitted to
   qualify for treatment as a REIT for federal income tax purposes for four
   years following the year during which qualification is lost. Such an event
   could materially adversely affect the Company's net income and net cash
   available to distribute to shareholders. However, the Company believes that
   it is organized and operates in such a manner as to qualify for treatment as
   a REIT and intends to continue to operate in the foreseeable future in such a
   manner so that the Company will remain qualified as a REIT for federal income
   tax purposes.

   (j) Statement of Cash Flows

   For the purpose of the statement of cash flows, the Company considers all
   highly liquid debt instruments purchased with an original maturity of three
   months or less to be cash equivalents. Cash equivalents include cash and
   short-term investments.

                                      -9-


2. INVESTMENTS IN JOINT VENTURES

   The Company owned interests in 24 office buildings through its ownership in
   Wells OP, which owns interest in five joint ventures. The Company does not
   have control over the operations of these joint ventures; however, it does
   exercise significant influence. Accordingly, investment in joint venture is
   recorded using the equity method.

   The following describes additional information about certain of the
   properties in which the Company owns an interest as of June 30, 2000.

   Fund XII-REIT Joint Venture

   On April 10, 2000, Wells Fund XII and Wells OP, the Operating Partnership for
   Wells Real Estate Investment Trust, Inc., entered into a Joint Venture
   Partnership Agreement for the purpose of acquiring, owning, leasing,
   operating and managing real properties. The Joint Venture Partnership is
   known as the Fund XII-REIT Joint Venture Partnership (the "Fund XII-REIT
   Joint Venture").

   As of June 30, 2000, Wells OP had contributed approximately $6,782,935 for an
   approximate 50% equity interest in the Fund XII-REIT Joint Venture. As of
   June 30, 2000, Wells Fund XII also had an approximate 50% equity interest in
   the Fund XII-REIT Joint Venture.

   Siemens Building

   On May 10, 2000, the Fund XII-REIT Joint Venture acquired the Siemens
   Building, a three-story office building containing approximately 77,054
   rentable square feet on a 5.3-acre tract of land located in Troy, Oakland
   County, Michigan, for a purchase price of $14,265,000, excluding acquisition
   costs. The entire Siemens Building is currently under a net lease agreement
   with Siemens which was assigned to the Fund XII-REIT Joint Venture at
   closing. The lease currently expires on August 31, 2010, and Siemens has the
   right to extend the lease for two additional five year periods of time at 95%
   of the then current fair market rental rate.

   Under the lease, Siemens is required to pay as additional monthly rent its
   gas, water and electricity costs and all operating expenses including, but
   not limited to, garbage and waste disposal, telephone, sprinkler service,
   janitorial service, security, insurance premiums, all taxes, assessments and
   other governmental levies and such other operating expenses with respect to
   the Siemens Building. In addition, Siemens is responsible for all routine
   maintenance and repairs to its portion of the Siemens Building. Siemens is
   responsible for maintenance of the common and service areas and the central
   heating, ventilation and air conditioning systems of the building.

   The Fund XII-REIT Joint Venture, as landlord, is responsible for the repair
   and replacement of the roof, foundation, loan bearing items, exterior surface
   walls, plumbing, pipes, conduits and electrical, mechanical and plumbing
   systems of the Siemens Building. Siemens must obtain written consent from the
   Fund XII-REIT Joint Venture before making any alterations to the premises in
   excess of $100,000 in the aggregate within any 12-month period.

   Under the terms of the Siemens, lease the Fund XII-REIT Joint Venture is
   required to reimburse Siemens for tenant improvement costs in the amount of
   $1,954,516. The Fund XII-REIT Joint Venture received a credit at closing in
   an amount equal to this tenant improvement allowance.

   Siemens has a one-time right to cancel the Siemens lease effective after the
   90th month of the term if Siemens (a) provides written notice of such
   cancellation on or before the last day of the 78th month, and (b) pays a
   cancellation fee to the Fund XII-REIT Joint Venture currently calculated to
   be approximately $1,234,160.

                                      -10-


   For additional information regarding the Siemens Building, refer to
   Supplement No. 4 dated July 21, 2000 to the Prospectus of Wells Real Estate
   Investment Trust, Inc. dated December 20, 1999, which was filed with the
   Commission on July 21, 2000 (Commission File No. 333-83933).

   The Avnet Building

   On June 12, 2000, Wells OP purchased a two-story office building with
   approximately 130,070 rentable square feet on a 9.63-acre tract of land
   located at 8700 Price Road, Tempe, Maricopa County, Arizona (the "Avnet
   Building") from Ryan Companies US, Inc. The purchase price for the Avnet
   Building was $13,250,000, excluding closing costs.

   The land upon which the Avnet Building is situated is subject to a long-term
   ground lease (the "Avnet Ground Lease") with the Research Park and, at
   closing, Wells OP was assigned and assumed all the tenant's rights, duties
   and obligations under the Avnet Ground Lease which commenced November 19,
   1997 and expires on December 31, 2082. The annual ground lease payment for
   the first 15 years of the Avnet Ground Lease term is $230,777.

   The entire Avnet Building is currently under a net lease agreement (the
   "Avnet Lease") with Avnet, Inc. ("Avnet"). The landlord's interest in the
   Avnet Lease was assigned to Wells OP at the closing. The initial term of the
   Avnet Lease is ten years, which expires on May 31, 2010. Avnet has the right
   to extend the Avnet Lease for two additional five-year periods of time. The
   current annual rent payable under the Avnet Lease is $1,516,164, out of which
   Wells OP will be required to make the annual ground lease payment described
   above.

   The Avnet Building is occupied by Avnet Inc., a worldwide industrial
   distributor of electronic components and computer products.

   For additional information regarding the Avnet Building, refer to Supplement
   No. 4 dated July 21, 2000 to the Prospectus of Wells Real Estate Investment
   Trust, Inc. dated December 20, 1999, which was filed with the Commission on
   July 21, 2000 (Commission File No. 333-83933).

   The Delphi Building

   On June 29, 2000, Wells OP acquired a 107,193 square-foot, three-story,
   single-tenant office property ( the "Delphi Building") fully leased long-term
   to a subsidiary of Delphi Automotive Systems Corporation (the "Delphi
   Lease").

   The $19,800,000 acquisition is 100% owned by the Wells OP and is 100%
   occupied. The tenant has signed a ten-year lease. The tenant is a subsidiary
   of Delphi Automotive Systems Corporation, a diversified supplier of
   automotive parts and components. Delphi employs over 216,000 people in more
   than 36 countries and sells its products to every major manufacturer of light
   automotive vehicles in the world.

   The Delphi Building is located on a 5.52-acre tract of land in Troy,
   Michigan.

   The landlord's interest in the Delphi Lease was assigned to Wells OP at the
   closing. The initial term of the Delphi Lease is ten years, which expires on
   December 31, 2010. The current annual rent payable under the Delphi Lease is
   $1,715,088.

   For additional information regarding the Delphi Building, refer to Supplement
   No. 4 dated July 21, 2000 to the Prospectus of Wells Real Estate Investment
   Trust, Inc. dated December 20, 1999, which was filed with the Commission on
   July 21, 2000 (Commission File No. 333-83933).

                                      -11-


3. NOTES PAYABLE

   Notes payable, as of June 30, 2000, consists of loans of (i) $10,320,100 due
   to SouthTrust Bank secured by a first mortgage against the PWC Building; (ii)
   $6,465,505 due to SouthTrust Bank secured by a pledge of the ABB property and
   the ABB Richmond Lease, which is secured by a $4,000,000 letter of credit;
   (iii) $14,213,986 due to Bank of America secured by a first priority mortgage
   against the Matsushita Property; (iv) $26,642,933 due to Bank of America
   secured by first mortgages on the AT&T and Marconi buildings; (v) $8,000,000
   due to Richter-Schroeder Company, Inc. secured by a first mortgage against
   the Metris Building; and (vi) $100,000 due to Ryan Companies US, Inc. secured
   by a first mortgage on the Avnet Building.

4. DUE TO AFFILIATES

   Due to affiliates consists of Acquisitions and Advisory Fees and Acquisition
   Expenses, deferred offering costs, and other operating expenses paid by the
   Advisor on behalf of the Company. Also included in Due to Affiliates is the
   Matsushita lease guarantee which is explained in detail in the December 31,
   1999 10-K. Payments of $462,928 have been made as of June 30, 2000 toward
   fulfilling the Matsushita agreement.

   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 financial statements of the Company and notes thereto. This
   report contains 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, including discussion and analysis of the financial condition of the
   Company, 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, which include construction costs which may exceed estimates,
   construction delays, lease-up risks, inability to obtain new tenants upon the
   expiration of existing leases, and the potential need to fund tenant
   improvements or other capital expenditures out of operating cash flow.

   Liquidity and Capital Resources

   The Company began active operations on June 5, 1998, when it received and
   accepted subscriptions for 125,000 shares pursuant to its initial public
   offering, which commenced on January 30, 1998. The Company terminated its
   initial public offering on December 19, 1999, and on December 20, 1999, the
   Company commenced a follow-on public offering of up to 22,200,000 shares of
   common stock at $10 per share. As of December 31, 1999, the Company had
   raised an aggregate of $134,710,850 in offering proceeds through the sale of
   13,471,085 shares. As of December 31, 1999, the Company had paid $4,714,880
   in Acquisition Advisory Fees and Acquisition Expenses, $16,838,857 in selling
   commissions and organizational offering expenses, and $112,287,969 in capital
   contributions to Wells OP for investments in joint ventures and acquisitions
   of real properties. As of December 31, 1999, the Company was holding net
   offering proceeds of approximately $869,144 available for investment in
   additional properties.

   Between December 31, 1999, and June 30, 2000, the Company raised an
   additional $82,993,823 in offering proceeds through the sale of an additional
   8,299,383 shares. Accordingly, as of June 30, 2000, the Company had raised a
   total of $217,704,678 in offering proceeds through the sale of 21,770,468

                                      -12-


   shares of common stock. As of June 30, 2000, the Company had paid a total of
   $7,613,708 in Acquisition and Advisory Fees and Acquisition Expenses, had
   paid a total of $27,191,814 in selling commissions and organizational
   offering expenses, had made capital contributions of $179,502,869 to Wells OP
   for investments in joint ventures and acquisitions of real property, had
   utilized $170,163 for the redemption of stock pursuant to the Company's share
   redemption program, and was holding net offering proceeds of $3,226,124
   available for investment and additional properties.

   Cash and cash equivalents at June 30, 2000 and 1999 were $6,315,188 and
   $19,449,957, respectively. The increase in cash and cash equivalents resulted
   primarily from raising additional capital offset by increased investment in
   real property acquisitions.

   Operating cash flows are expected to increase as additional properties are
   added to the Company's investment portfolio. Dividends to be distributed to
   the shareholders are determined by the Board of Directors and are dependent
   upon a number of factors relating to the Company, including funds available
   for payment of dividends, financial condition, capital expenditure
   requirements and annual distribution requirements in order to maintain the
   Company's status as a REIT under the Internal Revenue Code.

   As of June 30, 2000, the Company had acquired interests in 24 real estate
   properties. These properties are generating sufficient cash flow to cover the
   operating expenses of the Company and pay quarterly dividends. Dividends
   declared for the second quarter of 2000 and the second quarter of 1999
   totaled $0.181 and $0.175 per share, respectively, which were declared on a
   daily record date basis in the amount of $0.1991 and $0.1902, respectively,
   per share payable to the shareholders of record at the close of business of
   each day during the quarter.

   Cash Flows from Operating Activities

   Net cash provided by operating activities was $3,060,467 for the six months
   ended June 30, 2000 and $112,955 for the six months ended June 30, 1999. The
   increase in net cash provided by operating activities was due primarily to
   the purchase of additional properties in 1999 and 2000.

   Cash Flows from Investing Activities

   The increase in net cash used in investing activities from $23,857,111 for
   the six months ended June 30, 1999 to $109,152,779 for the six months ended
   June 30, 2000 was due primarily to the raising of additional capital and
   funds that have been invested in real property acquisitions.

   Cash Flows from Financing Activities

   The increase in net cash provided by financing activities from $35,214,710
   for the six months ended June 30, 1999 to $109,477,696 for the six months
   ended June 30, 2000 was due primarily to the raising of additional capital
   and the corresponding increase in funds borrowed to purchase additional
   properties. The Company raised $82,993,823 in offering proceeds for the six
   months ended June 30, 2000, as compared to $46,164,450 for the six months
   ended June 30, 1999. In addition, the Company received loan proceeds from
   financing secured by properties of $66,170,746 and repaid notes payable in
   the amount of $24,357,450.

   Results of Operations

   As of June 30, 2000, the properties owned by the Company were 100% occupied.
   Gross revenues for the six months ended June 30, 1999 and for the six months
   ended June 30, 2000 were $2,192,938 and $9,148,027, respectively. This
   increase was due to the purchase of additional properties during 1999 and
   2000. The purchase of interests in additional properties also resulted in an
   increase in operating

                                      -13-


   expenses, management and leasing fees, and depreciation expense. The
   Company's net income increased to $3,212,309 for the first six months of 2000
   as compared to $995,413 for the first six months of 1999.

   Subsequent Event

   On June 15, 2000, the Fund VIII-IX-REIT Joint Venture was formed between
   Wells OP and Fund VIII and Fund IX Associates, a Georgia joint venture
   partnership between Wells Real Estate Fund VIII, L.P. and Wells Real Estate
   Fund IX, L.P. (the "Fund VIII-IX Joint Venture"). On July 1, 2000, the Fund
   VIII-IX Joint Venture contributed its interest in the Bake Parkway Property
   to the Fund VIII-IX-REIT Joint Venture. The Bake Parkway Building is a two-
   story office building containing approximately 65,006 rentable square feet on
   a 4.4 acre tract of land in Irvine, California.

   A 42-month lease for the entire Bake Parkway Building has been signed by
   Quest Software, Inc. Quest is a publicly traded corporation that provides
   software database management and disaster recovery services for its clients.

   Construction of tenant improvements required under the Quest lease is
   anticipated to cost approximately $1,250,000 and will be funded by Wells OP.

                                      -14-


   Property Operations

   As of June 30, 2000, the Company owned interests in the following operational
   properties:

                The ABB Building/Fund IX-X-XI-REIT Joint Venture


   
   
                                            Three Months Ended    Six Months Ended
                                           -------------------   -------------------
                                           June 30,   June 30,   June 30,   June 30,
                                           --------   --------   --------   --------
                                             2000       1999       2000       1999
                                           --------   --------   --------   --------
                                                                
   Revenues:
     Rental income                         $291,417   $261,987   $606,582   $522,079
     Interest income                         15,976     16,681     33,704     31,741
                                           --------   --------   --------   --------
                                            307,393    278,668    640,286    553,820
                                           --------   --------   --------   --------
   Expenses:
     Depreciation                            98,454    134,100    196,908    268,200
     Management and leasing expenses         23,395     29,504     75,955     61,406
     Other operating expenses                (9,264)    25,829    (42,634)     3,707
                                           --------   --------   --------   --------
                                            112,585    189,433    230,229    333,313
                                           --------   --------   --------   --------
   Net income                              $194,808   $ 89,235   $410,057   $220,507
                                           ========   ========   ========   ========

   Occupied percentage                          100%     98.28%       100%     98.28%
                                           ========   ========   ========   ========

   Company's ownership percentage              3.72%      3.74%      3.72%      3.74%
                                           ========   ========   ========   ========

   Cash distribution to the Company        $ 10,905   $  8,419   $ 22,439   $ 18,409
                                           ========   ========   ========   ========

   Net income allocated to the Company     $  7,242   $  3,336   $ 15,250   $  8,322
                                           ========   ========   ========   ========
   

   Rental income increased in 2000, over 1999, due primarily to the increased
   occupancy level of the property. Total expenses decreased due to a decrease
   in depreciation expense resulting from accelerated depreciation in 1999 on
   tenant improvements for a short-term lease for 23,092 square feet. Other
   operating expenses are negative due to an offset of tenant reimbursements in
   operating costs, as well as management and leasing fee reimbursements.
   Tenants are billed an estimated amount for the current year common area
   maintenance which is then reconciled the following year and the difference
   billed to the tenant. Net income and cash distributions increased in 2000
   over 1999 due to a combination of increased rental income and decreased
   operating expenses.

   The Company's ownership interest in the Fund IX-X-XI-REIT Joint Venture
   decreased slightly due to additional capital contributions in the first and
   second quarters of 2000 by Wells Fund IX and Wells Fund X, respectively, to
   the Fund IX-X-XI-REIT Joint Venture.

                                      -15-


              The Ohmeda Building/Fund IX-X-XI-REIT Joint Venture


   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $256,828   $256,829   $513,657   $513,657
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             81,576     81,576    163,152    163,152
     Management and leasing expenses          11,829     12,058     28,830     23,675
     Other operating expenses                 53,401     (4,450)    80,995     (4,087)
                                            --------   --------   --------   --------
                                             146,806     89,184    272,977    182,740
                                            --------   --------   --------   --------
   Net income                               $110,022   $167,645   $240,680   $330,917
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               3.72%      3.74%      3.72%      3.74%
                                            ========   ========   ========   ========

   Cash distribution to the Company         $  6,912   $  9,104   $ 14,597   $ 18,188
                                            ========   ========   ========   ========

   Net income allocated to the Company      $  4,092   $  6,268   $  8,953   $ 12,469
                                            ========   ========   ========   ========
   
   Net income decreased in 2000, as compared to 1999, due to an overall increase
   in expenses. Operating expenses increased significantly due, in part, to a
   significant rise in real estate taxes, which stemmed from the revaluation of
   the property by Boulder County authorities in 1999. A later reduction in
   taxes due to an appeal in 2000 was offset by a common area maintenance credit
   to the tenant.

   Cash distributions have decreased largely because of the decrease in net
   income. The Company's ownership interest in the Fund IX-X-XI-REIT Joint
   Venture decreased slightly due to additional capital contributions in the
   first and second quarters of 2000 by Wells Fund IX and Wells Fund X,
   respectively, to the Fund IX-X-XI-REIT Joint Venture.

                                      -16-


          The 360 Interlocken Building/Fund IX-X-XI-REIT Joint Venture

   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $222,255   $207,758   $428,444   $414,279
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             71,670     71,670    143,340    143,340
     Management and leasing expenses          35,810     17,755     56,717     35,619
     Other operating costs                   (35,614)    12,884    (52,534)    10,633
                                            --------   --------   --------   --------
                                              71,866    102,309    147,523    189,592
                                            --------   --------   --------   --------
   Net income                               $150,389   $105,449   $280,921   $224,687
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               3.72%      3.74%      3.72%      3.74%
                                            ========   ========   ========   ========

   Cash distribution to the Company         $  8,305   $  6,566   $ 15,879   $ 13,752
                                            ========   ========   ========   ========

   Net income allocated to the Company      $  5,591   $  3,942   $ 10,447   $  8,463
                                            ========   ========   ========   ========
   
   Rental income increased due to a tenant occupying additional space previously
   leased to another tenant at a lower rate. Other operating expenses are
   negative due to an offset of tenant reimbursements in operating costs, as
   well as management and leasing fee reimbursement. Tenants are billed an
   estimated amount for current year common area maintenance which is then
   reconciled the following year and the difference billed to the tenants. Due
   to these common area maintenance reimbursements, management and leasing fees
   increased since these fees are charged only on actual receipts received.

   Cash distributions and net income allocated to the Company for the quarter
   ended June 30, 2000 increased in 2000 over 1999 due to an increase in net
   income. The Company's ownership interest in the Fund IX-X-XI-REIT Joint
   Venture decreased slightly due to additional cash fundings in the first and
   second quarters of 2000 by Wells Fund IX and Wells Fund X, respectively, to
   the Fund IX-X-XI-REIT Joint Venture.

                                      -17-


        The Lucent Technologies Building/Fund IX-X-XI-REIT Joint Venture

   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $145,752   $145,752   $291,504   $291,504
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             45,801     45,801     91,602     91,602
     Management and leasing expenses           5,370      5,370     10,740     10,739
     Other operating expenses                  4,538      9,184      8,019     12,198
                                            --------   --------   --------   --------
                                              55,709     60,355    110,361    114,539
                                            --------   --------   --------   --------
   Net income                               $ 90,043   $ 85,397   $181,143   $176,965
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               3.72%      3.74%      3.72%      3.74%
                                            ========   ========   ========   ========

   Cash distribution to the Company         $  4,622   $  4,475   $  9,324   $  9,256
                                            ========   ========   ========   ========

   Net income allocated to the Company      $  3,347   $  3,193   $  6,737   $  6,672
                                            ========   ========   ========   ========
   
   Rental income, depreciation, and management and leasing expenses remained
   stable in 2000, as compared to 1999, while other operating expenses were
   slightly lower, due primarily to a one-time charge for consulting fees in
   1999 which did occur in 2000.

   The Company's ownership interest in the Fund IX-X-XI-REIT Joint Venture
   decreased slightly due to additional capital contributions in the first and
   second quarters of 2000 by the Wells Fund IX and Wells Fund X, respectively,
   to the Fund IX-X-XI-REIT Joint Venture.

                                      -18-


              The Iomega Building/Fund IX-X-XI-REIT Joint Venture

   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $168,250   $123,873   $336,500   $247,746
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             55,062     48,495    110,124     96,990
     Management and leasing expenses           7,280      3,735     14,560      9,338
     Other operating expenses                  5,219      4,238     10,367      2,525
                                            --------   --------   --------   --------
                                              67,561     56,468    135,051    108,853
                                            --------   --------   --------   --------
   Net income                               $100,689   $ 67,405   $201,449   $138,893
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               3.72%      3.74%      3.72%      3.74%
                                            ========   ========   ========   ========

   Cash distribution to the Company         $  5,610   $  4,188   $ 11,228   $  8,599
                                            ========   ========   ========   ========

   Net income allocated to the Company      $  3,743   $  2,520   $  7,492   $  5,236
                                            ========   ========   ========   ========
   
   Rental income increased in 2000, as compared to 1999, due to the completion
   of the parking lot complex in the second quarter of 1999. Total expenses
   increased in 2000, over 1999, due to an increase in depreciation and real
   estate tax expenses relating to the new parking lot. Cash distributions
   increased in 2000, over 1999, due primarily to the increase in net income.

   The Company's ownership interest in the Fund IX-X-XI-REIT Joint Venture
   decreased slightly due to additional capital contributions in the first and
   second quarters of 2000 by Wells Fund IX and Wells Fund X, respectively, to
   the Fund IX-X-XI-REIT Joint Venture.

                                      -19-


              The Cort Building/Wells/Orange County Joint Venture

   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $198,886   $198,886   $397,771   $397,771
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             46,641     46,641     93,282     93,282
     Management and leasing expenses           7,590      7,590     15,180     15,180
     Other operating expenses                 (7,241)     5,281      3,930     13,453
                                            --------   --------   --------   --------
                                              46,990     59,512    112,392    121,915
                                            --------   --------   --------   --------
   Net income                               $151,896   $139,374   $285,379   $275,856
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               43.7%      43.7%      43.7%      43.7%
                                            ========   ========   ========   ========

   Cash distributions to the Company        $ 82,705   $ 77,237   $157,370   $153,211
                                            ========   ========   ========   ========

   Net income allocated to the Company      $ 66,329   $ 60,861   $124,617   $120,459
                                            ========   ========   ========   ========
   
   Rental income, depreciation, and management and leasing expenses remained
   stable in 2000, as compared to 1999, while other operating expenses are lower
   due to CAM reimbursements billed in 2000 to the tenants. No CAM billing was
   charged to the tenant in 1999. Tenants are billed an estimated amount for
   common area maintenance which is then reconciled the following year, and the
   difference is billed to the tenant.

                                      -20-


               The Fairchild Building/Wells/Fremont Joint Venture

   
   
                                             Three Months Ended    Six Months Ended
                                            -------------------   -------------------
                                            June 30,   June 30,   June 30,   June 30,
                                            --------   --------   --------   --------
                                              2000       1999       2000       1999
                                            --------   --------   --------   --------
                                                                 
   Revenues:
     Rental income                          $225,195   $225,211   $450,390   $450,421
                                            --------   --------   --------   --------
   Expenses:
     Depreciation                             71,382     71,382    142,764    142,764
     Management and leasing expenses           9,175      9,343     18,350     18,667
     Other operating expenses                  2,842      6,315      6,612      7,315
                                            --------   --------   --------   --------
                                              83,399     87,040    167,726    168,746
                                            --------   --------   --------   --------
   Net income                               $141,796   $138,171   $282,664   $281,675
                                            ========   ========   ========   ========

   Occupied percentage                           100%       100%       100%       100%
                                            ========   ========   ========   ========

   Company's ownership percentage               77.5%      77.5%      77.5%      77.5%
                                            ========   ========   ========   ========

   Cash distribution to the Company         $159,128   $151,707   $317,537   $307,547
                                            ========   ========   ========   ========

   Net income allocated to the Company      $109,897   $107,087   $219,076   $218,309
                                            ========   ========   ========   ========
   
   Rental income, net income and cash distributions to the Company remained
   stable in 2000, as compared to 1999.

                                      -21-


                                The PCW Building

   
   
                                          Three Months Ended       Six Months Ended
                                          -------------------   -----------------------
                                          June 30,   June 30,    June 30,     June 30,
                                          --------   --------   ----------   ----------
                                            2000       1999        2000         1999
                                          --------   --------   ----------   ----------
                                                                 
   Revenues:
     Rental income                        $552,298   $552,298   $1,104,596   $1,104,340
                                          --------   --------   ----------   ----------
   Expenses:
     Depreciation                          206,037    205,251      412,074      411,021
     Management and leasing expenses        39,437     32,263       78,382       73,535
     Other operating expenses              (69,651)    46,214     (105,680)     181,217
                                          --------   --------   ----------   ----------
                                           175,823    283,728      384,776      665,773
                                          --------   --------   ----------   ----------
   Net income                             $376,475   $268,570   $  719,820   $  438,567
                                          ========   ========   ==========   ==========
   Occupied percentage                         100%       100%         100%         100%
                                          ========   ========   ==========   ==========
   Company's ownership percentage              100%       100%         100%         100%
                                          ========   ========   ==========   ==========
   Cash generated to the Company          $527,849   $407,917   $1,024,078   $  717,780
                                          ========   ========   ==========   ==========
   Net income generated to the Company    $376,475   $268,570   $  719,820   $  438,567
                                          ========   ========   ==========   ==========
   
   Rental income has remained stable. Other operating expenses are negative due
   to increased common area maintenance billings in 2000. Management and leasing
   fee reimbursement is also included in other operating expenses. Tenants are
   billed an estimated amount for current year common area maintenance which is
   then reconciled the following year, and the difference billed to the tenants.

                                      -22-


                               The AT&T Building

   
   
                                          Three Months Ended   Six Months  Five Months
                                          -------------------     Ended       Ended
                                          June 30,   June 30,    June 30,    June 30,
                                          --------   --------   --------   -----------
                                            2000       1999       2000         1999
                                          --------   --------   --------   -----------
                                                               
   Revenues:
     Rental income                        $340,833   $300,533   $681,665     $474,674
                                          --------   --------   --------     --------
   Expenses:
     Depreciation                          120,744    120,750    241,488      201,222
     Management and leasing expenses        15,338      5,130     30,676        8,550
     Other operating expenses                 (764)     8,762      6,110        9,569
     Interest expense                        3,210    111,652      6,416      178,576
                                          --------   --------   --------     --------
                                           138,528    246,294    284,690      397,917
                                          --------   --------   --------     --------
   Net income                             $202,305   $ 54,239   $396,975     $ 76,757
                                          ========   ========   ========     ========
   Occupied percentage                         100%       100%       100%         100%
                                          ========   ========   ========     ========
   Company's ownership percentage              100%       100%       100%         100%
                                          ========   ========   ========     ========
   Cash generated to the Company          $314,185   $247,143   $638,599     $279,185
                                          ========   ========   ========     ========
   Net income generated to the Company    $202,305   $ 54,239   $396,975     $ 76,757
                                          ========   ========   ========     ========
   
   On February 4, 1999, the Wells OP acquired a four-story office building
   containing approximately 81,859 rentable square feet on a 10.5-acre tract of
   land in Harrisburg, Pennsylvania (the "AT&T Building"), for a purchase price
   of $12,291,200, excluding acquisitions costs.

   Rental income increased for the three months ended June 30, 2000, as compared
   to the three months ended June 30, 1999, due to an understatement of straight
   line rent in 1999. Interest expense has decreased in 2000 due to a
   substantial decrease in the note payable related to this property.

   Since the AT&T Building was purchased in February 1999, comparable income and
   expenses figures for the prior year are available for only five months.

                                      -23-


         The EYBL CarTex Building/Wells Fund XI-XII-REIT Joint Venture

   
   
                                       Three Months Six Months  Six Months
                                           Ended      Ended       Ended
                                          June 30,   June 30,    June 30,
                                       ------------ ----------  ----------
                                            2000       2000        1999
                                       ------------ ----------  ----------
                                                       

   Revenues:
     Rental income                        $140,089   $280,178    $70,126
                                          --------   --------    -------
   Expenses:
     Depreciation                           49,900     99,801     33,268
     Management and leasing expenses         5,496     11,217     10,849
     Other operating expenses                9,174     19,014          0
                                          --------   --------    -------
                                            64,570    130,032     44,117
                                          --------   --------    -------
   Net income                             $ 75,519   $150,146    $26,009
                                          ========   ========    =======
   Occupied percentage                         100%       100%       100%
                                          ========   ========    =======
   Company's ownership percentage             56.8%      56.8%      70.1%
                                          ========   ========    =======
   Cash distribution to the Company       $ 65,979   $122,907    $35,515
                                          ========   ========    =======
   Net income allocated to the Company    $ 42,866   $ 85,227    $18,248
                                          ========   ========    =======
   
   On May 18, 1999, Wells Real Estate, LLC-SC I ("Wells LLC"), a Georgia limited
   liability company wholly owned by the Wells Fund XI-REIT Joint Venture,
   acquired a manufacturing and office building containing 169,510 square feet
   located in Fountain Inn, unincorporated Greenville County, South Carolina
   (the "EYBL CarTex Building") for a purchase price of $5,085,000 excluding
   acquisitions costs.

   Since the EYBL CarTex Building was purchased in May of 1999, comparable
   income and expense figures for the prior year are available for only two
   months. Since acquisition of the property by Fund XI-XII-REIT, the property
   has remained 100% occupied and no significant changes have occurred to its
   operations.

   The Company's ownership interest in the Fund XI-XII-REIT Joint Venture
   decreased due to the admittance of Wells Fund XII to the Fund XI-REIT Joint
   Venture on June 21, 1999.

                                      -24-


               The Sprint Building/Fund XI-XII-REIT Joint Venture

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                       

   Revenues:
     Rental income                             $265,997        $531,994
                                               --------        --------
   Expenses:
     Depreciation                                81,778         163,557
     Management and leasing expenses             11,240          22,479
     Other operating expenses                     4,334          10,658
                                               --------        --------
                                                 97,352         196,694
                                               --------        --------
   Net income                                  $168,645        $335,300
                                               ========        ========
   Occupied percentage                              100%            100%
                                               ========        ========
   Company's ownership percentage                  56.8%           56.8%
                                               ========        ========
   Cash distribution to the Company            $132,933        $264,736
                                               ========        ========
   Net income allocated to the Company         $ 95,729        $190,327
                                               ========        ========
   

   On July 2, 1999, the Fund XI-XII-REIT Joint Venture acquired a three-story
   office building with approximately 68,900 rentable square feet located in
   Leawood, Johnson County, Kansas (the "Sprint Building") for the purchase
   price of $9,546,210.

   Since the Sprint Building was purchased in July 1999, comparative income and
   expense figures are not available for the prior year.

   Since acquisition of the property by Fund XI-XII-REIT Joint Venture, the
   property has remained 100% occupied and no significant changes have occurred
   to its operations.

                                      -25-


            Johnson Matthey Building/Fund XI-XII-REIT Joint Venture

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                       

   Revenues:
     Rental income                             $214,474        $428,948
                                               --------        --------
   Expenses:
     Depreciation                                63,838         127,737
     Management and leasing expenses              8,884          17,769
     Other operating expenses                     5,252          10,129
                                               --------        --------
                                                 78,004         155,635
                                               --------        --------
   Net income                                  $136,470        $273,313
                                               ========        ========
   Occupied percentage                              100%            100%
                                               ========        ========
   Company's ownership percentage                  56.8%           56.8%
                                               ========        ========
   Cash distribution to the Company            $104,047        $208,307
                                               ========        ========
   Net income allocated to the Company         $ 77,464        $155,140
                                               ========        ========
   


   On August 17, 1999, the Fund XI-XII-REIT Joint Venture acquired a research
   and development office and warehouse building containing approximately
   130,000 rentable square feet on a ten-acre tract of land located in
   Tredyffrin Township, Chester County, Pennsylvania (the "Johnson Matthey
   Building"), for a purchase price of $8,000,000, excluding acquisition costs.
   The entire Johnson Matthey Building is currently under a net lease with
   Johnson Matthey, and was assigned to the Fund XI-XII-REIT Joint Venture at
   closing. The lease currently expires on June 2007, and Johnson Matthey has
   the right to extend the lease for two additional three-year periods of time.
   Under the lease, Johnson Matthey is required to pay as additional rent all
   real estate taxes, special assessments, utilities, taxes, insurance and other
   operating costs with respect to the Johnson Matthey Building during the term
   of the lease. In addition, Johnson Matthey is responsible for all routine
   maintenance and repairs to the Johnson Matthey Building. The Fund XI-XII-REIT
   Joint Venture, as landlord, is responsible for maintenance of the footings
   and foundations and the structural steel columns and girders associated with
   the building.

   Since the Johnson Matthey Building was purchased in August 1999, comparative
   income and expense figures are not available for the prior year.

   Since acquisition of the property by Fund XI-XII-REIT Joint Venture, the
   property has remained 100% occupied and no significant changes have occurred
   to its operations.

                                      -26-


              The Gartner Building/Fund XI-XII-REIT Joint Venture

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      

   Revenues:
     Rental income                             $216,567        $420,808
                                               --------        --------
   Expenses:
     Depreciation                                77,622         155,245
     Management and leasing expenses              9,086          19,248
     Other operating expenses                    (4,482)        (19,793)
                                               --------        --------
                                                 82,226         154,700
                                               --------        --------
   Net income                                  $134,341        $266,108
                                               ========        ========
   Occupied percentage                              100%            100%
                                               ========        ========
   Company's ownership percentage                  56.8%           56.8%
                                               ========        ========
   Cash distribution to the Company            $109,577        $217,708
                                               ========        ========
   Net income allocated to the Company         $ 76,256        $151,051
                                               ========        ========
   

   On September 20, 1999, the Fund XI-XII-REIT Joint Venture acquired a two-
   story office building containing approximately 62,400 rentable square feet
   located on a 4.9-acre tract of land located in Ft. Myers, Florida (the
   "Gartner Building"), for a purchase price of $8,320,000, excluding
   acquisition costs.

   Other operating expenses are negative due to an offset of tenant
   reimbursements in operating costs both for the first quarter of 2000 as well
   as the fourth quarter of 1999. Since the building was purchased in September
   of 1999, the Company was not able to estimate the amount to be billed for
   1999 until first quarter of 2000.

   Since the Gartner Building was purchased in September 1999, comparative
   income and expense figures are not available for the prior year.

                                      -27-


                             The Marconi Building

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      

   Revenues:
     Rental income                             $817,819      $1,635,638
                                               --------      ----------
   Expenses:
     Depreciation                               293,352         586,704
     Management and leasing expenses             35,509          72,962
     Other operating expenses                     5,860          12,495
                                               --------      ----------
                                                334,721         672,161
                                               --------      ----------
   Net income                                  $483,098      $  963,477
                                               ========      ==========
   Occupied percentage                              100%            100%
                                               ========      ==========
   Company's ownership percentage                   100%            100%
                                               ========      ==========
   Cash generated to the Company               $671,940      $1,343,105
                                               ========      ==========
   Net income generated to the Company         $483,098      $  963,477
                                               ========      ==========
   

   On September 10, 1999, Wells OP acquired a two-story corporate headquarters
   facility containing approximately 250,354 rentable square feet on a 15.3-acre
   tract of land in Wood Dale, Illinois (the "Marconi Building"), for a purchase
   price of $32,630,940, excluding acquisition costs.

   The building is 100% leased by Marconi Data, with a lease expiration of
   November 2011.

   Since the Marconi Building was purchased in September 1999, comparable income
   and expense figures for the prior year are not available.

                                      -28-


                            The Matsushita Building

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                    
   Revenues:
     Rental income                             $492,420      $1,017,029
                                               --------      ----------
   Expenses:
     Depreciation                               254,757         509,514
     Management and leasing expenses             46,815          90,918
     Other operating expenses                    17,365          34,680
                                               --------      ----------
                                                318,937         635,112
                                               --------      ----------
   Net income                                  $173,483      $  381,917
                                               ========      ==========
   Occupied percentage                              100%            100%
                                               ========      ==========
   Company's ownership percentage                   100%            100%
                                               ========      ==========
   Cash generated to the Company               $442,307      $  715,556
                                               ========      ==========
   Net income generated to the Company         $173,483      $  381,917
                                               ========      ==========
   

   As of June 30, 2000, Wells OP had spent approximately $18,000,000 towards the
   construction of the approximately 150,000 square foot office building in Lake
   Forest, California (the "Matsushita Building"). The Matsushita Building is
   substantially complete, and the aggregate of all costs and expenses to be
   incurred by Wells OP with respect to the acquisition and construction of the
   Matsushita Building is not expected to exceed the budget of $18,400,000. The
   screen wall for the roof top air conditioning unit will be completed in the
   third quarter of 2000.

   On January 4, 2000, Matsushita Avionics occupied 100% of the 150,000 rentable
   square foot building. The monthly base rent is based upon a projected total
   cost for the Matsushita project of $17,847,769. If the total project cost is
   more or less than $17,847,769, then the monthly base rent shall be adjusted
   upward or downward, as the case may be, by 10% of the difference. Matsushita
   is currently paying $154,602 in monthly rent.

   Since the Matsushita Building opened in January 2000, comparable income and
   expense figures for the prior year are not available.

                                      -29-


                             The Cinemark Building

   
   
                                             Three Months     Six Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      

   Revenues:
     Rental income                             $701,262      $1,402,866
                                               --------      ----------
   Expenses:
     Depreciation                               212,310         424,586
     Management and leasing expenses             29,340          62,040
     Other operating expenses                   142,265         307,855
                                               --------      ----------
                                                383,915         794,481
                                               --------      ----------
   Net income                                  $317,347      $  608,385
                                               ========      ==========
   Occupied percentage                              100%            100%
                                               ========      ==========
   Company's ownership percentage                   100%            100%
                                               ========      ==========
   Cash generated to the Company               $482,521      $  938,437
                                               ========      ==========
   Net income generated to the Company         $317,347      $  608,385
                                               ========      ==========
   

   On December 21, 1999, Wells OP acquired a five-story office building
   containing approximately 118,108 rentable square feet on a 3.52-acre tract of
   land in Plano, Texas (the "Cinemark Building"), for a purchase price of
   $21,800,000, excluding acquisition costs.

   The building is 100% leased by Cinemark and Coca-Cola, with lease expirations
   of November 2009 and November 2006, respectively.

   Since the Cinemark Building was purchased in December of 1999, comparable
   income and expense figures for the prior year are not available.

                                      -30-


                              The Metris Building

   
   

                                             Three Months    Five Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      

   Revenues:
     Rental income                             $309,552        $482,044
                                               --------        --------
   Expenses:
     Depreciation                               120,376         197,506
     Management and leasing expenses             13,364          20,737
     Other operating expenses                     4,162           7,078
                                               --------        --------
                                                137,902         225,321
                                               --------        --------
   Net income                                  $171,650        $256,723
                                               ========        ========
   Occupied percentage                              100%            100%
                                               ========        ========
   Company's ownership percentage                   100%            100%
                                               ========        ========
   Cash generated to the Company               $281,123        $435,798
                                               ========        ========
   Net income generated to the Company         $171,650        $256,723
                                               ========        ========
   

   In February 2000, Wells OP acquired a three-story office building containing
   approximately 101,100 rentable square feet on a 14.6-acre tract of land in
   Tulsa, Oklahoma (the "Metris Building"), for a purchase price of $12,700,000
   excluding acquisition costs.

   The building is 100% leased by Metris, with a lease expiration of January 31,
   2010. The annual base rent payable under the Metris lease is $1,187,925
   through January 2005 and then $1,306,718 through January 2010.

   Since the Metris Building was purchased in February of 2000, comparable
   income and expense figures for the prior year are not available.

                                      -31-


                               The Dial Building
   
   

                                             Three Months    Four Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                       

   Revenues:
     Rental income                             $346,918        $358,109
                                               --------        --------
   Expenses:
     Depreciation                               126,609         130,503
     Management and leasing expenses             16,412          16,412
     Other operating expenses                    12,941          12,941
                                               --------        --------
                                                155,962         159,856
                                               --------        --------
   Net income                                  $190,956        $198,253
                                               ========        ========

   Occupied percentage                              100%            100%
                                               ========        ========

   Company's ownership percentage                   100%            100%
                                               ========        ========

   Cash generated to the Company               $330,885        $342,076
                                               ========        ========

   Net income generated to the Company         $190,956        $198,253
                                               ========        ========
   

   On March 29, 2000, Wells OP acquired a two-story office building containing
   approximately 129,689 rentable square feet on a 8.8375-acre tract of land in
   Scottsdale, Arizona (the "Dial Building"), for a purchase price of
   $14,250,000, excluding acquisition costs.

   The building is 100% leased by Dial Corporation, with a lease expiration of
   August 31, 2008. The annual base rent payable under the Dial lease is
   $1,387,672 through the initial term of the lease.

   Since the Dial Building was purchased in March of 2000, comparable income and
   expense figures for the prior year are not available.

                                      -32-


                               The ASML Building

   
   
                                             Three Months    Four Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      
   Revenues:
     Rental Income                               $586,875        $602,422
                                                 --------        --------
   Expenses:
     Depreciation                                 191,157         197,436
     Management and leasing expenses               28,322          28,322
     Other operating expenses                      54,667          56,170
                                                 --------        --------
                                                  274,146         281,928
                                                 --------        --------
   Net income                                    $312,729        $320,494
                                                 ========        ========

   Occupied percentage                                100%            100%
                                                 ========        ========

   Company's ownership percentage                     100%            100%
                                                 ========        ========

   Cash generated to the Company                 $420,231        $434,275
                                                 ========        ========

   Net income generated to the Company           $312,729        $320,494
                                                 ========        ========
   

   On March 29, 2000, Wells OP acquired a two-story office building containing
   approximately 95,133 rentable square feet on a 9.51-acre tract of land in
   Tempe, Arizona (the "ASML Building"), for a purchase price of $17,355,000,
   excluding acquisition costs.

   The building is 100% leased by ASML Lithography, Inc. ("ASML"), with a lease
   expiration of June 30, 2013. The current annual base rent payable under the
   ASML Lease is $1,927,788, out of which Wells OP is required to make ground
   lease payments in the amount of $186,368 annually.

   Since the ASML Building was purchased in March of 2000, comparable income and
   expense figures for the prior year are not available.

                                      -33-


                             The Motorola Building

   
   
                                             Three Months    Four Months
                                                 Ended          Ended
                                            June 30, 2000   June 30, 2000
                                            -------------   -------------
                                                      

   Revenues:
     Rental income                               $485,834        $500,704
                                                 --------        --------
   Expenses:
     Depreciation                                 176,250         182,039
     Management and leasing expenses               21,698          21,698
     Other operating expenses                      64,688          66,655
                                                 --------        --------
                                                  262,636         270,392
                                                 --------        --------
   Net income                                    $223,198        $230,312
                                                 ========        ========

   Occupied percentage                                100%            100%
                                                 ========        ========

   Company's ownership percentage                     100%            100%
                                                 ========        ========

   Cash generated to the Company                 $385,066        $397,969
                                                 ========        ========

   Net income generated to the Company           $223,198        $230,312
                                                 ========        ========
   

   On March 29, 2000, Wells OP acquired a two-story office building containing
   approximately 133,225 rentable square feet on a 12.44-acre tract of land in
   Tempe, Arizona (the "Motorola Building"), for a purchase price of
   $16,000,000, excluding acquisition costs.

   The building is 100% leased by Motorola, Inc. ("Motorola"), with a lease
   expiration of August 31, 2005. The current annual base rent payable under the
   Motorola lease is $1,843,834, out of which Wells OP is required to make
   ground lease payments in the amount of $243,825 annually.

   Since the Motorola Building was purchased in March of 2000, comparable income
   and expense figures for the prior year are not available.

                                      -34-


                The Siemens Building/Fund XII-REIT Joint Venture

   
   
                                                  Two Months
                                                    Ended
                                                 June 30, 2000
                                                 -------------
                                              
   Revenues:
     Rental income                                  $222,575
                                                    --------
   Expenses:
     Depreciation                                     69,334
     Management and leasing expenses                   3,284
     Operating costs, net of reimbursements              227
                                                    --------
                                                      72,845
                                                    --------
   Net income                                       $149,730
                                                    ========

   Occupied percentage                                   100%
                                                    ========

   Company's ownership percentage                         50%
                                                    ========

   Cash distributed to the Company                  $ 93,319
                                                    ========

   Net income allocated to the Company              $ 74,865
                                                    ========
   

   On May 10, 2000, the Fund XII-REIT Joint Venture acquired a three-story
   office building containing approximately 77,054 rentable square feet on a
   5.3-acre tract of land located in Troy, Oakland County, Michigan (the
   "Siemens Building"), for a purchase price of $14,265,000, excluding
   acquisition costs. The entire Siemens Building is currently under a net lease
   agreement with Siemens which was assigned to the Fund XII-REIT Joint Venture
   at closing. The lease currently expires on August 31, 2010, and Siemens has
   the right to extend the lease for two additional five-year periods of time.

   The monthly lease rent payable under the Siemens lease for the remainder of
   the lease term is $109,160 for year 1; $111,857 for year 2; $114,554 for year
   3; $117,251 for year 4; $119,947 for year 5; $122,644 for year 6; $125,341
   for year 7; $128,038 for year 8; $130,735 for year 9; and $133,432 for year
   10 and the first six months of year 11.

   Under the lease, Siemens is required to pay as additional monthly rent all
   real estate taxes, special assessments, utilities, taxes, insurance, and
   other operating costs with respect to the Siemens Building. In addition,
   Siemens is responsible for all routine maintenance and repairs to its portion
   of the Siemens Building. The Fund XII-REIT Joint Venture, as landlord, is
   responsible for the repair and replacement of the roof, structure, and
   foundation.

   Since the Siemens Building was purchased in May 2000, comparative income and
   expense figures are not available for the prior year.

                                      -35-


                               The Avnet Building
   
   
                                            One Month
                                              Ended
                                          June 30, 2000
                                          -------------
                                       

   Revenues:
     Rental income                              $90,588
                                                -------
   Expenses:
     Depreciation                                44,238
     Other operating expenses                    12,431
                                                -------
                                                 56,669
                                                -------
   Net income                                   $33,919
                                                =======

   Occupied percentage                              100%
                                                =======

   Company's ownership percentage                   100%
                                                =======

   Cash generated to the Company                $67,589
                                                =======

   Net income generated to the Company          $33,919
                                                =======
   

   On June 12, 2000, Wells OP acquired a two-story office building containing
   approximately 130,070 rentable square feet on a 9.63-acre tract of land in
   Tempe, Arizona (the "Avnet Building"), for a purchase price of $13,250,000,
   excluding acquisition costs.

   The building is 100% leased by Avnet, Inc. ("Avnet"), with a lease expiration
   of May 31, 2010. The current annual base rent payable under the Avnet lease
   is $1,516,164 out of which Wells OP is required to make ground lease payments
   in the amount of $230,777 annually.

   Since the Avnet Building was purchased in June of 2000, comparable income and
   expense figures for the prior year are not available.

                                      -36-


                              The Delphi Building

   
   
                                               One Month
                                                  Ended
                                             June 30, 2000
                                             -------------
                                       

   Revenues:
     Rental income                              $16,742
                                                -------
   Expenses:
     Depreciation                                 3,235
     Other operating expenses                     7,132
                                                -------
                                                 10,367
                                                -------
   Net income                                   $ 6,375
                                                =======

   Occupied percentage                              100%
                                                =======

   Company's ownership percentage                   100%
                                                =======

   Cash generated to the Company                $ 3,576
                                                =======

   Net income generated to the Company          $ 6,375
                                                =======
   

   On June 29, 2000, Wells OP acquired a three-story office building containing
   approximately 107,193 rentable square feet on a 5.52-acre tract of land in
   Troy, Michigan (the "Delphi Building"), for a purchase price of $19,800,000,
   excluding acquisition costs.

   The building is 100% leased by Delphi Automotive Systems Corporation
   ("Delphi"), with a lease expiration of December 31, 2010. The current annual
   base rent payable under the Delphi lease is $1,715,088.

   Since the Delphi Building was purchased in June of 2000, comparable income
   and expense figures for the prior year are not available.

                                      -37-


                          PART II.  OTHER INFORMATION

   ITEM 4. Submission of Matters to a Vote of Security Holders.

   (a) On June 28, 2000, the Registrant held its annual meeting of shareholders
       at The Atlanta Athletic Club in Duluth, Georgia.

   (b) The shareholders of the Registrant elected the following individuals to
       the board of directors: Leo F. Wells, III, Douglas P. Williams, John L.
       Bell, Richard W. Carpenter, Bud Carter, William H. Koegler, Jr., Donald
       S. Moss, Walter W. Sessoms and Neil H. Strickland.

   (c) The following matters were approved by the shareholders of the Registrant
       at the annual meeting.

       (1) The following votes were cast in connection with the election of the
           directors:

                  Name                Votes For      Votes Withheld
           -----------------------    ---------      --------------
           Leo F. Wells, III          9,703,330          88,605
           Douglas P. Williams        9,703,330          88,605
           John L. Bell               9,703,330          88,605
           Richard W. Carpenter       9,703,330          88,605
           Bud Carter                 9,703,330          88,605
           William H. Keogler, Jr.    9,703,330          88,605
           Donald S. Moss             9,703,330          88,605
           Walter W. Sessoms          9,703,330          88,605
           Neil H. Strickland         9,703,330          88,605

       (2) Registrant's Articles of Incorporation were amended to increase the
           number of authorized number of shares from 90,000,000 shares of
           capital stock to 500,000,000 shares of capital stock, consisting of
           350,000,000 shares of common stock, 50,000,000 shares of preferred
           stock and 100,000,000 shares-in-trust. 9,027,806 shares voted for,
           and 764,129 shares voted against this amendment.

       (3) Registrant's Articles of Incorporation were amended to correctly
           reflect January 30, 2008, as the date upon which Registrant must
           begin liquidation in the event that listing of its shares does not
           occur. 9,183,841 shares voted for and 608,094 shares voted against
           this amendment.

       (4) Registrant's Articles of Incorporation were amended to clarify the
           ability of the board of directors to waive the 9.8% share ownership
           limits under certain circumstances. 8,862,074 shares voted for, and
           929,861 shares voted against this amendment.

       (5) Various other provisions of Registrant's Articles of Incorporation
           were also amended to bring them into conformity with industry
           practices. 9,274,317 shares voted for and 517,618 shares voted
           against these amendments.

       (6) The 2000 Employee Stock Option Plan, which authorizes the board of
           directors to grant stock options of Registrant to certain key
           employees of Wells Capital, Inc., our Advisor, and Wells Management
           Company, Inc., was approved. 8,913,910 shares voted for and 878,025
           shares voted against this plan.

                                      -38-


       (7) The Independent Director Warrant Plan, which authorizes Registrant to
           issue to independent directors warrants to purchase 25 additional
           shares for every share they purchase, was approved. 8,774,290 shares
           voted for, and 1,017,645 shares voted against this plan.

       (8) Arthur Andersen LLP was ratified as Registrant's independent auditors
           for the fiscal year ending December 31, 2000. 9,308,714 shares voted
           for and 483,221 shares voted against the ratification of our
           independent auditors.

   ITEM 6 (b.) On April 12, 2000, the Registrant filed a Current Report on Form
   8-K dated March 29,2000 describing the acquisition of the Dial, ASML and
   Avnet Buildings.

                                   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 INVESTMENT TRUST, INC.
                                        (Registrant)
   Dated:  August 11, 2000              By:  /s/ Leo F. Wells, III
                                             ---------------------
                                             Leo F. Wells, III
                                             President, Director, and Chief
                                             Financial Officer

                                      -39-
5 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 6,315,188 36,090,567 784,043 0 0 5,435,934 213,633,865 4,655,426 257,604,171 71,861,002 0 0 0 0 185,743,169 257,604,171 0 9,148,027 0 5,935,718 0 0 1,704,066 3,212,309 3,212,309 3,212,309 0 0 0 3,212,309 0 .19