November 29, 2004

By Facsimile and U.S. Mail

Paul J. Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94104

	Re:	Wells Real Estate Investment Trust, Inc.
		Schedule TO-T filed November 15, 2004
		Schedule TO-T, Amendment No. 1 Filed November 23, 2004
	      Filed by Sutter Opportunity Fund 3, LLC; Sutter Capital
     		Management, LLC and Robert E. Dixon

Dear Mr. Derenthal:

	We have the following comments on the above-referenced
filing:

Schedule TO-T

1. Revise to provide all information required by Items 3 and 5-8
for each person identified in General Instruction C of Schedule TO.
We note, for example, that you have not provided the information for
persons associated with the LLCs, other than Mr. Dixon.

2. Revise the offer to purchase to provide further information
regarding the market price of the securities.  In particular,
disclose more recent information regarding purchases on the Pink
Sheets and under the company`s redemption program, as it appears more
recent information is publicly available.  See Item 2(c) of
Schedule TO and Item 1002(c) of Regulation M-A.

3. Provide the securities ownership of each person identified in
General Instruction C as required by Item 1008(a) of Regulation
M-A.

4. The bidders must satisfy the financial statement requirements
of Item 10 of Schedule TO.  Either revise to include the required
financial information for the bidder or provide us with an
analysis for why its financial statements are not material in the
context of these offers.  Note that a bidder`s financial statements
may be material in a tender offer for less than all outstanding target
securities by non-reporting entities.  Please be aware that adding
new, material information in an amended filing may require
dissemination of that information to security holders and an
extension of the offer.

Offer to Purchase

5. Add disclosure to highlight the potential conflicts of interest
associated with the fact that the purchasers are acting as the
depositary in connection with the offering.  The disclosure on
page 7 does not adequately highlight the risks.

6. We note that the offer to purchase the subject securities for
$7.00 per share net of any dividends paid prior to the expiration
date of the offer.  Revise to clarify that you will amend the
offer to advise security holders of any dividends to be deducted from
the offer price.

7. With a view toward disclosure, tell us whether your offer is
for less than security holders might receive were they to participate
in the issuer`s stock redemption program.  Revise the offer to
briefly describe the redemption program.

8. The purchasers represent that tendering security holders will
not be required to pay selling commissions or transfer fees.
Notwithstanding this disclosure, revise to indicate, if true, that
security holders may be charged a fee by their broker for electing
to participate in your offer.

Establishment of Offer Price, page 7

9. Revise to provide further information regarding how you
established the offer price.  For example, did the prices paid in
the company`s redemption program factor into your decision?  Clarify
the "quantitative and qualitative" factors you considered.

Certain Federal Income Tax Consequences, page 11

10. Revise to eliminate the term "certain" from the heading and to
eliminate the phrase "for general information only." This language
implies that security holders are not entitled to rely on your
disclosure, or that your disclosure is incomplete.  Revise to
describe all material federal income tax consequences of the
transaction or confirm that you have done so.

The Business of the Company, page 12

11. You may not disclaim responsibility for information disclosed
in your document.  Revise the last sentence of this section
accordingly.

Conditions of the Offer, page 13

12. We are unable to locate any disclosure regarding required
regulatory approval or authorization or applicable waiting
periods. Furthermore, the conditions stated in this paragraph
repeat conditions in the paragraphs that follow.  Revise the first
paragraph of the conditions section to eliminate the condition or
otherwise clarify the conditions stated in that section.

13. In paragraph (a) you condition the offer on whether the
"benefit to be derived by the Purchasers as a result of the
transactions contemplated by the Offer" are materially diminished.
Please revise to specify or generally describe the benefits of the
offer to you so that security holders will have the ability to
objectively determine whether the condition has been triggered.

14. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  Revise paragraph (e)(v) to clarify
what material changes (positive or negative) in which currency
exchange rates may trigger this condition and to clarify the reference
to "a suspension of a limitation on the markets thereof."  The
condition is too broad.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating
to a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.

       Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments
is inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have
any questions.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions