Wells Real Estate Fund I · 10-K · For 12/31/95

Filed On 4/16/96   ·   SEC File 0-14463   ·   Accession Number 746259-96-3

Annual Report   ·   Form 10-K
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549               
FORM 10-K               
(Mark One)                                                                      

[X]  Annual report pursuant to Section 13 or 15(d) of the                       
Securities Exchange Act of 1934                                                 
[Fee Required]                                                        

For the fiscal year ended               December 31, 1995                       
or                                                                              

[ ]  Transition report pursuant to Section 13 or 15 (d) of the                  
Securities Exchange Act of 1934                                                 
[No Fee Required]                                                     

For the transition period from                    to                            
Commission file number             0-14463                                      
    Wells Real Estate Fund I
     (Exact name of registrant as specified in its
charter)                                                                        

Georgia                            58-1565512               
(State or other jurisdiction of                     (I.R.S.                     
Employer Identification Number)                                                 
incorporation or organization)                                                  

3885 Holcomb Bridge Road                                                        
Norcross, Georgia                                 30092                         
(Address of principal executive offices)                    (Zip                
Code)                                                                           

Registrant's telephone number, including area code          (770)               
449-7800                                                                        
Securities registered pursuant to Section 12 (b) of the Act:                    

Title of each class                Name of exchange on which          
registered               NONE                               NONE                

Securities registered pursuant to Section 12 (g) of the Act:                    

CLASS A UNITS       
(Title of Class)                                                                
CLASS B UNITS       
(Title of Class)    

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                                                               

Aggregate market value of the voting stock held by non-                         
affiliates:         Not Applicable                                              
PART I                

ITEM  1.  BUSINESS                                                              

General                                                                         

Wells Real Estate Fund  I (the "Partnership") is a Georgia public               
limited  partnership having Leo F. Wells, III and Wells  Capital,               
Inc.,   a   Georgia  corporation,  as  General   Partners.    The               
Partnership  was  formed on April 26, 1984, for  the  purpose  of               
acquiring,    developing,   constructing,   owning,    operating,               
improving, leasing and otherwise managing for investment purposes               
income-producing commercial or industrial properties.                           

On September 6, 1984, the Partnership commenced a public offering               
of  its  limited  partnership units pursuant  to  a  Registration               
Statement  filed on Form S-11 under the Securities Act  of  1933.               
The Partnership terminated its offering on September 5, 1986, and               
received gross proceeds of $35,321,000 representing subscriptions               
from  4,895 Limited Partners, composed of two classes of  limited               
partnership  interests, Class A and Class B  limited  partnership               
units.                                                                          

As  of  December  31,  1995, the Partnership  owned  directly  or               
through  its  ownership  in  joint  ventures,  interests  in  the               
following  properties:   (i) The Howell  Mill  Road  Property,  a               
medical  office  building located in Atlanta, Georgia,  (ii)  The               
Crowe's  Crossing Property, a shopping center located  in  DeKalb               
County, Georgia, (iii) The Black Oak Property, a shopping  center               
located  in  Knoxville,  Tennessee,  (iv)  The  Peachtree   Place               
Property,  two  commercial office buildings located  in  Atlanta,               
Georgia,   (v)  The  Tucker  Property,  a  retail  shopping   and               
commercial  office complex located in Tucker, Georgia,  and  (vi)               
The  Cherokee  Property, a shopping center  located  in  Cherokee               
County,  Georgia.  All of the foregoing properties were  acquired               
on all cash basis and are described in more detail in Item 2 .                  

Employees                                                                       

The  Partnership has no direct employees.  The employees of Wells               
Capital,  Inc.,  a General Partner of the Partnership  perform  a               
full range of real estate services including leasing and property               
management,  accounting, asset management and investor  relations               
for  the  Partnership.   See Item 11 -  Compensation  of  General               
Partners  and Affiliates for a summary of the fees  paid  to  the               
General  Partners  and their affiliates during  the  fiscal  year               
ended December 31, 1995.                                                        

Insurance                                                                       

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

Competition                                                                     

The  Partnership  will experience competition  for  tenants  from               
owners  and managers of competing projects which may include  the               
General  Partners  and  their  affiliates.   As  a  result,   the               
Partnership may be required to provide free rent, reduced charges               
for  tenant improvements and other inducements, all of which  may               
have an adverse impact on results of operations.  At the time the               
Partnership  elects to dispose of its properties, the Partnership               
will also be in competition with sellers of similar properties to               
locate suitable purchasers for its properties.                                  

ITEM 2.  PROPERTIES.                                                            

The  Partnership  owns  six properties directly  or  through  its               
ownership  in  joint ventures of which two are office  buildings,               
three  are  retail  buildings, and one is a combined  office  and               
retail  project.  The Partnership does not have control over  the               
operations  of  the  joint ventures; however,  it  does  exercise               
significant influence.  Accordingly, investment in joint ventures               
is recorded on the equity method.  As of December 31, 1995, these               
properties were 87.20% occupied, down from 91.38% at December 31,               
1994,  90.33% at December 31, 1993, 88.77% at December 31,  1992,               
and 87.92% at December 31, 1991.                                                

The  following table shows lease expirations during each  of  the               
next  ten years as of December 31, 1995, assuming no exercise  of               
renewal options or termination rights:                                          

 Partnership
Share         
Year  of                Number of    Square    Annualized     of Annualized     
Percentage of  Percentage of                                                    
Lease           Leases  Feet         Gross Base      Gross  Base      Total     
Square Total Annualized                                                         
Expiration     Expiring            Expiring  Rent (1)  Rent (1)        Feet     
Expiring  Gross Base Rent                                                       

1996  23      42,827$527,487  $362,471      26.77%       26.80%                 
1997  22      38,309452,877    278,833      23.94%       23.00%                 
1998  13      26,316335,432    266,715      16.45%                 17.01%       
1999  13      27,455319,998    243,095      17.16%       16.26%                 
2000       6          17,986217,828       169,559          11.24%               
11.07%                                                                          
2001(2)1               0     31,020         31,020               0%             
1.58%                                                                           
2002   1       3,531 50,821     27,997       2.20%          2.58%               
2003   1       3,580 33,115     33,115       2.24%          1.68%               
2004   0           0      0          0       0.00%          0.00%               
2005      0              0             0                        0               
0.00%          0.00%                                                            
80      160,004$1,968,578          $1,412,805      100.00%        
100.00%                                                                         

(1)   Average  monthly gross rent over the  life  of  the  lease,               
annualized.                                                                     

(2)  Lease expiring is ground lease only with McDonald's.                       

The  following describes the properties in which the  Partnership               
owns an interest as of December 31, 1995:                                       

The Howell Mill Property                                                        

On  December  27,  1985, the Partnership acquired  a  three-story               
medical  office building on 1.65 acres of land located on  Howell               
Mill  Road  in  metropolitan  Atlanta,  Fulton  County,  Georgia,               
directly  across from the West Paces Ferry Hospital (the  "Howell               
Mill  Road  Property") for a purchase price of  $3,443,203.   The               
Howell  Mill Road Property contains approximately 32,339  of  net               
rentable  square  feet,  and  the entire  building  is  currently               
leased  to  HCA Realty, Inc. and Hospital Corporation of  America               
(collectively,  "HCA").   HCA is a medical  support  staff  group               
which  supplies health care workers to West Paces Ferry Hospital.               
HCA  is currently leasing the premises on a month-to-month basis,               
and  the Partnership is in the process of attempting to negotiate               
a  new lease with HCA.  There is no assurance, however, that  the               
Partnership will be able to sign a new lease with HCA.                          

The  occupancy rate at the Howell Mill Road Property was 100% for               
the years ending December 31, 1995, 1994, 1993, 1992, and 1991.                 

The average effective annual rental per square foot at the Howell               
Mill Road Property was $16.86 for 1995, 1994, 1993, and 1992  and               
$17.02 for 1991.                                                                

Crowe's Crossing Property                                                       

On  December 31, 1986, the Partnership acquired a retail shopping               
center  know  as  "Crowe's Crossing Shopping Center"  located  in               
metropolitan  Atlanta,  DeKalb  County,  Georgia  (the   "Crowe's               
Crossing  Property").  The Crowe's Crossing Property consists  of               
approximately  93,728  net  rentable square  feet.   The  Crowe's               
Crossing Property is anchored by a 45,528 square foot lease  with               
Kroger  Food/Drug  which expires in 2011.  The annual  base  rent               
payable under the Kroger lease is $295,932.  The remaining 48,200               
square  feet  of  the  center is composed of 31  separate  retail               
spaces  whose tenants operate retail businesses typical of multi-               
tenant shopping centers.                                                        

The  occupancy rate at the Crowe's Crossing Property was  88%  in               
1995 and 1994, 86% in 1993, 78% in 1992 and 97% in 1991.                        

The average annual rental per square foot at the Crowe's Crossing               
Property  was  $7.60 for 1995, $7.49 for 1994,  $7.56  for  1993,               
$7.96 for 1992, and $7.61 for 1991.                                             

As  of December 31, 1995, the Partnership had contributed a total               
of  $8,317,176  for  the  acquisition  of  the  Crowe's  Crossing               
Property.                                                                       

Black Oak Plaza Property                                                        

On  December 31, 1986, the Partnership acquired a retail shopping               
center  known  as  "Black  Oak  Plaza"  located  in  Metropolitan               
Knoxville, Knox County, Tennessee.  Black Oak Plaza was initially               
developed in 1981.  Although Black Oak Plaza contained a total of               
approximately  175,000 square feet of space  including  a  K-Mart               
department store and a Kroger Food/Drug, the Partnership acquired               
only  the  space  located in the shopping center other  than  the               
space occupied by K-Mart and Kroger.  The portion of the shopping               
center   owned   and   operated  by  the   Partnership   contains               
approximately  69,046 net rentable square feet.  As  of  December               
31,  1995,  Black Oak Plaza was approximately 77%  leased  to  22               
tenants.  There are no tenants whose leases are for 10%  or  more               
of the total square footage of the center.  The occupancy rate at               
Black Oak Plaza was 77% in 1995, 84% in 1994, 76% in 1993, 55% in               
1992, and 72% in 1991.  The average annual rental per square foot               
at  Black Oak Plaza was $6.14 for 1995, $6.37 for 1994, $5.31 for               
1993, $5.04 for 1992, and $5.40 for 1991.                                       

As  of December 31, 1995, the Partnership had contributed a total               
of $4,564,521 for the acquisition of  Black Oak Plaza.                          

Peachtree Place Property                                                        

In  1985,  the Partnership acquired an interest in two commercial               
office  buildings located at 3875 and 3867 Holcomb  Bridge  Road,               
Norcross,   Gwinnett  County,  Georgia  (the   "Peachtree   Place               
Property").    The  Peachtree  Place  Property,  which   contains               
approximately 17,245 net rentable square feet, is owned through a               
joint  venture  between the Partnership and Wells  &  Associates,               
Inc., a Georgia corporation affiliated with the General Partners.               
The  land  upon which the Peachtree Place Property was  developed               
was  originally  purchased  by Wells &  Associates,  Inc.  for  a               
purchase price of $187,087, and, upon the formation of the  joint               
venture   with   the   Partnership,  Wells  &  Associates,   Inc.               
contributed  the  land  to  the  joint  venture  as  its  capital               
contribution.  As of December 31, 1995, the Partnership had  made               
total  capital contributions of $1,552,367 to the joint  venture.               
The  Partnership  holds  a 89.95% equity interest  in  the  joint               
venture,  and  Wells  & Associates, Inc. holds  a  10.05%  equity               
interest  in  the joint venture.  As of December  31,  1995,  the               
buildings at the Peachtree Place Property were  100% leased to  7               
tenants.                                                                        

The  occupancy rate at the Peachtree Place Property was  100%  in               
1995 and 1994, 94% in 1993 and 1992 and 100% in 1991.                           

The  average  effective  annual rental per  square  foot  at  the               
Peachtree  Place Property was $13.62 for 1995, $14.31  for  1994,               
$13.18 for 1993, $14.38 for 1992 and $12.78 for 1991.                           

Three  tenants occupy ten percent or more of the rentable  square               
footage --REMAX, a realtor; Dr. Keith Broome, a dentist; and  Dr.               
Christian Loetscher, an oral surgeon.  The other tenants  in  the               
office park provide typical commercial office services.                         

REMAX  is not currently under a lease.  They are occupying  4,483               
rentable square feet on a month-to-month basis.  The monthly base               
rent  is  $6,164.13.   The  Partnership  is  in  the  process  of               
negotiating  a  new  lease with REMAX.  There  is  no  assurance,               
however,  that the Partnership will be able to sign a  new  lease               
with REMAX.                                                                     

Dr.  Loetscher's original lease represented 2,067 rentable square               
feet.   In 1995, he expanded and increased his rentable space  an               
additional 2,333 square feet for a total of 4,400 rentable square               
feet.   Dr.  Loetscher's lease calls for an annual base  rent  of               
$45,515 in 1995, $73,258 in 1996, $71,591 in 1997 and $29,333  in               
1998.  The lease expires May 31, 1998.                                          

Dr.  Keith Broome's lease represents 2,016 rentable square  feet.               
The  annual  base rent under the lease is $34,272  for  1995  and               
1996,  $35,196  for 1997 and $2,940 for 1998.  The lease  expires               
January 31, 1998.                                                               

Tucker Property                                                                 

The  Tucker Property consists of a retail shopping center  and  a               
commercial  office  building complex located  in  Tucker,  DeKalb               
County,  Georgia  (the "Tucker Property").  The  retail  shopping               
center  at the Tucker Property contains approximately 29,858  net               
rentable square feet.  The commercial office space at the  Tucker               
Property,   which  is  divided  into  seven  separate  buildings,               
contains approximately 67,465 net rentable square feet.                         

On  September  4, 1986, the Partnership acquired  an  11.17  acre               
tract  of  land located at Hugh Howell Road and Tucker Industrial               
Boulevard, Tucker, DeKalb County, Georgia.  In January 1987,  the               
Partnership transferred and contributed this tract of land  to  a               
joint  venture (the "Tucker Joint Venture"), which was formed  in               
1987  between  the  Partnership and Wells  Real  Estate  Fund  II               
("Wells  Fund  II").  Wells Fund II is a Georgia  public  limited               
partnership  affiliated  with  the  Partnership  through   common               
general partners.  The investment objectives of Wells Fund II are               
substantially identical to those of the Partnership.  On March 1,               
1988, Wells Fund II formed a joint venture (the "Fund II-Fund II-               
OW Joint Venture") with Wells Real Estate Fund II-OW ("Wells Fund               
II-OW").    Wells   Fund  II-OW  is  a  Georgia  public   limited               
partnership  affiliated  with  the  Partnership  through   common               
general partners.  The investment objectives of Wells Fund  II-OW               
are  substantially  identical to those of the Partnership.   Upon               
the formation of the Fund II-Fund II-OW Joint Venture, Wells Fund               
II  contributed  its joint venture interest in the  Tucker  Joint               
Venture  to the Fund II-Fund II-OW Joint Venture as part  of  its               
capital  contribution.  On January 1, 1991,  the  Cherokee  Joint               
Venture, which is defined below, was merged into the Tucker Joint               
Venture  forming  a  new  joint venture  ("Tucker-Cherokee  Joint               
Venture").   As described below, the Cherokee Joint  Venture  was               
also a joint venture between the Partnership and the Fund II-Fund               
II-OW  Joint Venture. Under the terms of the Amended and Restated               
Joint  Venture  Agreement of Fund I and Fund II  Tucker-Cherokee,               
the  Partnership's  percentage interest in  the  Tucker  Property               
remained unchanged as a result of the merger of the Tucker  Joint               
Venture into the Tucker-Cherokee Joint Venture.                                 

On  August  1, 1995, the Partnership and the Fund II-II-OW  Joint               
Venture entered into another amendment to effect the contribution               
of  the Cherokee Project to the Fund I, II, II-OW, VI, VII  Joint               
Venture, as described below.  As a result, the name of the  joint               
venture  was  changed back to "Fund I and Fund II  Tucker".   The               
Partnership's percentage interest in the Tucker Property remained               
unchanged as a result of the transaction.                                       

Both  the  Partnership and the Fund II-Fund II-OW  Joint  Venture               
have  funded  the cost of completing the Tucker Property  through               
capital  contributions which were paid as progressive  stages  of               
construction  were  completed.  As  of  December  31,  1995,  the               
Partnership had contributed a total of $6,399,854, and  the  Fund               
II-Fund II-OW Joint Venture had contributed a total of $4,833,346               
to the Tucker Property.  As of December 31, 1995, the Partnership               
had  an approximately 55% equity interest in the Tucker Property,               
and  the Fund II - Fund II-OW Joint Venture held approximately  a               
45%  equity interest in the Tucker Property.  As of December  31,               
1995, the Tucker Property was 83% occupied by 34 tenants.                       

There are no tenants in the project occupying ten percent or more               
of  the  rentable  square  footage.   The  principal  businesses,               
occupations,  and  professions carried on  in  the  building  are               
typical retail shopping/commercial office services.                             

The occupancy rate at the Tucker Property was 83% in 1995, 96% in               
1994, 89% in 1993, 80% in 1992 and 83% in 1991.                                 

The average effective annual rental per square foot at the Tucker               
Property  was $12.61 for 1995, $12.63 for 1994, $11.37 for  1993,               
$11.37 for 1992, and $9.77 for 1991.                                            

Cherokee Property                                                               

The  Cherokee Property consists of a retail shopping center known               
as  "Cherokee  Commons Shopping Center" located  in  metropolitan               
Atlanta, Cherokee County, Georgia (the "Cherokee Property").  The               
Cherokee  Property consists of approximately 103,755 net rentable               
square feet.                                                                    

On  June  30, 1987, the Partnership acquired an interest  in  the               
Cherokee  Property through a joint venture (the  "Cherokee  Joint               
Venture")  between the Partnership and Wells Fund  II-Fund  II-OW               
Joint  Venture.  On January 1, 1991, the Cherokee  Joint  Venture               
merged  with the Tucker Joint Venture to form the Tucker-Cherokee               
Joint Venture.  As described above, the Tucker Joint Venture  was               
also a joint venture between the Partnership and the Fund II-Fund               
II-OW  Joint  Venture.    Under the  terms  of  the  Amended  and               
Restated  Joint Venture Agreement of Fund I and Fund  II  Tucker-               
Cherokee,  the Partnership's percentage interest in the  Cherokee               
Property  remained  unchanged as a result of the  merger  of  the               
Cherokee Joint Venture into the Tucker-Cherokee Joint Venture.                  

On  August  1, 1995, the Partnership, Fund II - Fund II-OW  Joint               
Venture,  Wells  Real  Estate Fund VI,  L.P.,  a  Georgia  public               
limited  partnership having Leo F. Wells, III and Wells Partners,               
L.P., a Georgia limited partnership, as  general partners ("Wells               
Fund VI"); and Wells Real Estate Fund VII, L.P., a Georgia public               
limited  partnership having Leo F. Wells, III and Wells Partners,               
L.P.,  a Georgia limited partnership, as general partners ("Wells               
Fund  VII') entered into a joint venture agreement known as  Fund               
I, II, II-OW, VI, and VII Associates (the "Fund I, II, II-OW, VI,               
VII  Joint  Venture"), which was formed to own  and  operate  the               
Cherokee  Property.  Wells Partners, L.P. is  a  private  limited               
partnership having Wells Capital, Inc., a General Partner of  the               
Partnership,  as  its  sole  general  partner.   The   investment               
objectives of Wells Fund II-Fund II-OW, Wells Fund VI  and  Wells               
Fund VII are substantially identical to those of the partnership.               

As of December 31, 1995, the Partnership had contributed property               
with  a  book  value of $2,139,900, the Fund II-Fund II-OW  Joint               
Venture had contributed property with a book value of $4,860,100,               
Wells Fund VI had contributed cash in the amount of $953,798  and               
Wells Fund VII had contributed cash in the amount of $953,798  to               
the  Cherokee  Property.  As of December  31,  1995,  the  equity               
interests  in  the  Cherokee  Property  were  as  follows:    the               
Partnership  23.0%, Fund II-Fund II-OW Joint Venture  55%,  Wells               
Fund VI 11% and Wells Fund VII 11%.                                             

The  Cherokee Property is anchored by a 67,115 square foot  lease               
with   Kroger  Food/Drug   ("Kroger")  which  expires  in   2011.               
Kroger's  original lease was for 45,528 square  feet.   In  1994,               
Kroger  expanded  to  the current 67,115  square  feet  which  is               
approximately  65%  of  the total rentable  square  feet  in  the               
Property.   As  of December 31, 1995, the Cherokee  Property  was               
approximately 94% occupied by 19 tenants, including Kroger.                     

Kroger  is the only tenant occupying ten percent or more  of  the               
rentable square footage.  Kroger is a retail grocery chain.   The               
other  tenants  in  the  shopping center provide  typical  retail               
shopping services.                                                              

The  Kroger  lease  calls for an annual rent  of  $392,915  which               
increase  to  $589,102 on August 16, 1995, due to  the  expansion               
from 45,528 square feet to 67,115 square feet.  The lease expires               
March  31, 2011 with Kroger entitled to five successive  renewals               
each for a term of five years.                                                  

The  occupancy rate at the Cherokee Property was 94% in 1995, 91%               
in 1994, 89% in 1993, 88% in 1992 and 85% in 1991.                              

The  average  effective  annual rental per  square  foot  at  the               
Cherokee  Property was $7.50 for 1995, $5.33 for 1994, $6.47  for               
1993, $6.46 for 1992 and $6.52 for 1991.                                        

ITEM 3.  LEGAL PROCEEDINGS                                                      

There  were  no material pending legal proceedings or proceedings               
known  to  be contemplated by governmental authorities  involving               
the Partnership during 1995.                                                    

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

No  matters  were  submitted to a vote of  the  Limited  Partners               
during the fourth quarter of 1995.                                              

PART II               

ITEM 5.  MARKET FOR PARTNERSHIP'S UNITS AND RELATED SECURITY                    
HOLDER MATTERS.                                                                 

As  of  February 28, 1996, the Partnership had 98,716 outstanding               
Class  A  Units  held  by a total of 3,809 Limited  Partners  and               
42,568 outstanding Class B Units held by a total of 1,007 Limited               
Partners.  The capital contribution per unit was $250.  There  is               
no  established  public  trading  market  for  the  Partnership's               
limited  partnership  units, and it is  not  anticipated  that  a               
public  trading  market for the units will  develop.   Under  the               
Partnership  Agreement, the General Partners have  the  right  to               
prohibit transfers of units.                                                    

Class  A Unit holders are entitled to an annual 9% non-cumulative               
distribution  preference  over  Class  B  Unit  holders   as   to               
distributions  from  Net  Cash From  Operations,  as  defined  in               
Partnership  Agreement  to  mean Cash Flow,  less  adequate  cash               
reserves for other obligations of the Partnership for which there               
is  no  provision,  but  are  initially  allocated  none  of  the               
depreciation,  amortization, cost recovery and interest  expense.               
These  items  are allocated to Class B Unit holders  until  their               
capital account balances have been reduced to zero.                             

Net  Cash  From Operations to the Limited Partners is distributed               
on  a  quarterly basis.  To date, no cash distributions have been               
made   to   Limited  Partners  holding  Class  B   units.    Cash               
distributions made to the Limited Partners holding Class A  units               
during the two most recent fiscal years were as follows:                        

                   Per Class
    Per Class A Unit      B Unit
Distribution for    Total Cash     Investment     Return of Return              
of        General                                                               
Quarter Ended       Distributed    Income    Capital        Capital             
Partner                                                                         

March 31, 1994$280,023  $2.84      $0.00     $0.00        $0.00                 
June 30, 1994$226,065   $2.29      $0.00     $0.00          $0.00               
September 30, 1994$337,963$3.42    $0.00     $0.00          $0.00               
December 31, 1994$450,649$4.57     $0.00     $0.00          $0.00               
March 31, 1995$434,657  $4.40      $0.00     $0.00          $0.00               
June 30, 1995$418,490   $4.24      $0.00     $0.00          $0.00               
September 30, 1995$445,422$4.51    $0.00     $0.00          $0.00               
December 31, 1995$403,581$4.09     $0.00     $0.00          $0.00               

The  fourth  quarter  distribution  was  accrued  for  accounting               
purposes  in  1995  and  was not actually  paid  to  the  Limited               
Partners holding Class A units until February 1996.  The  General               
Partners  anticipate that cash distributions to Limited  Partners               
holding  Class  A  units will continue in 1996 to  be  paid  from               
investment income; however, there is no guarantee of this.                      
ITEM 6.  SELECTED FINANCIAL DATA.                                               

The following sets forth a summary of the selected financial data               
for  the fiscal years ended December 31, 1995, 1994, 1993,  1992,               
and 1991.                                                                       

1995             1994      1993        1992    1991 

Total assets$26,086,260 $27,020,983$27,228,786$28,024,349$28,236,255            
Total revenues2,169,532   2,084,942 1,973,392  2,111,371   2,051,917            
Net income      746,262     808,112   650,841    761,308     738,105            
Net income                                                                      
allocated to Class A                                                        
Limited Partners1,657,3101,472,3061,387,751   1,491,433  1,461,407          
Net loss allocated                                                              
to Class B Limited                                                          
Partners    (911,048)   (664,194) (736,910)  (730,125)    (723,302)         
Net income per                                                                  
Class A                                                                     
Limited Partner Unit16.79   14.91     14.06       15.11      14.80          
Net loss per                                                                    
Class B                                                                     
Limited Partner Unit(21.40)(15.60)  (17.31)     (17.15)    (16.99)          
Cash Distributions to                                                           
Investors:                                                                  
Investment income                                                               
Class A Units   17.24       13.12     15.29       12.96      14.30          
Return of Capital                                                               
Class A Units      --          --        --          --         --          

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL               
CONDITIONS AND RESULTS OF OPERATION.                                            

The   following  discussion  and  analysis  should  be  read   in               
conjunction with the selected financial data and the accompanying               
financial statements of the Partnership and notes thereto.   This               
report contains forward-looking statements, within the meaning of               
Section  27A  of  the  Securities Act of  1933  and  21E  of  the               
Securities  Exchange  Act  of  1934,  including  discussion   and               
analysis   of   the  financial  condition  of  the   Partnership,               
anticipated  capital  expenditures required to  complete  certain               
projects,  amounts  of  cash  distributions  anticipated  to   be               
distributed  to Limited Partners in the future and certain  other               
matters.   Readers of this Report should be aware that there  are               
various  factors  that  could  cause  actual  results  to  differ               
materially  from  any  forward-looking  statement  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.                                        

Results of Operations and Changes in Financial Conditions                       

General                                                                         

Gross  revenues of the Partnership were $2,169,532 for the fiscal               
year  ended December 31, 1995, as compared to $2,084,942 for  the               
fiscal year ended December 31, 1994 and $1,973,392 for the fiscal               
year  ended December 31, 1993.  The increase for 1995  over  1994               
was due primarily to increased revenues at the Cherokee Property.               
The  increase  in revenue is due to a full year of rents  on  the               
Kroger  expansion.  The increase for 1994 over 1993  was  due  to               
increased  earnings  from joint ventures also  due  to  increased               
revenues from increased occupancy.                                              

Expenses  of the Partnership were $1,423,270 for the fiscal  year               
ended December 31, 1995, as compared to $1,276,830 for the fiscal               
year  ended December 31, 1994, and $1,322,551 for the fiscal year               
ended December 31, 1993.  The increase for 1995 over 1994 was due               
primarily  to the increase in depreciation expense.  Depreciation               
increased  from  1994 to 1995 due to a change  in  the  estimated               
useful  lives of buildings and improvements from 40 years  to  25               
years.    For further discussion of depreciation expense,  please               
refer to the notes to the accompanying financial statements.  The               
decrease for 1994 compared to 1993 was the net result of  overall               
changes in various expenses.                                                    

Net  income  of the Partnership was $746,262 for the fiscal  year               
ended  December 31, 1995, as compared to $808,112 for the  fiscal               
year  ended  December 31, 1994, and $650,841 for the fiscal  year               
ended  December  31, 1993.  The decrease in net income  for  1995               
over  1994  is  due primarily to increased depreciation  expense.               
The  increase  in  net  income for 1994  over  1993  was  due  to               
increased revenues and decreased expenses as discussed above.                   

The  Partnership's  cash distributions to  the  Limited  Partners               
holding  Class A units were $17.24 per unit for the  fiscal  year               
ended  December 31, 1995, $13.12 for 1994, and $15.29  for  1993.               
No  cash  distributions were made to the Limited Partners holding               
Class  B  units  or to the General Partners for the  fiscal  year               
ended  December 31, 1995, 1994, and 1993.  Distributions  accrued               
for the fourth quarter of 1995 were paid in February, 1996.                     

In  March  1995, the Financial Accounting Standards Board  issued               
Statement  of  Financial Accounting Standards ("SFAS")  No.  121,               
"Accounting for the Impairment of Long-Lived Assets and for Long-               
Lived  Assets to Be Disposed of", which is effective  for  fiscal               
years   beginning  after  December  15,  1995.   SFAS   No.   121               
establishes standards for determining when impairment  losses  on               
long-lived assets have occurred and how impairment losses  should               
be  measured.  The joint ventures adopted SFAS No. 121, effective               
January  1,  1995.  The impact of adopting SFAS No. 121  was  not               
material to the financial statements of the joint ventures.                     

Property Operations                                                           

As  of December 31, 1995, the Partnership owned interests in  the               
following properties:                                                           

Howell Mill Road Property                                                       

          For the Year Ended December 31
         1995           1994                1993

Revenues:                                                                       
Rental income    $545,149        $545,149           $545,149              

Expenses:                                                                       
Depreciation      152,651         121,749            121,749              
Management and                                                            
leasing expenses 32,709          32,709             32,709            
Other operating expenses     4,792     4,651           4,327              
    190,152         159,109            158,785
Net income          $354,997        $386,040           $386,364                 

Occupied %              100%            100%               100%                 
Partnership Ownership % 100%            100%               100%                 

Cash generated to                                                               
the Partnership     $540,357        $540,499           $540,822                 

Net income allocated                                                            
to the Partnership  $354,997        $386,040           $386,364                 

Rental income, all expenses (with the exception of depreciation),               
and  cash  generated to the Partnership remained stable  for  the               
years ending December 31, 1995, 1994, and 1993.  The increase  in               
depreciation expense from 1994 to 1995 was due to the  change  in               
the  estimated  useful  lives of buildings  and  improvements  as               
previously  discussed under the "General" section of "Results  of               
Operations and Changes in Financial Conditions".  Net income  was               
lower in 1995 as compared to 1994 and 1993 due to an increase  in               
depreciation expense.  HCA is currently leasing the premises on a               
month-to-month  basis, and the Partnership is in the  process  of               
negotiating a new lease.                                                        

Real estate taxes are paid by HCA directly.                                     

For  comments on the general competitive conditions to which  the               
property  may  be  subject, see Item 1, Business,  page  2.   For               
additional information on the property, tenants, etc.,  see  Item               
2, Properties, page 3.                                                          

Crowe's Crossing Shopping Center                                                

          For the Year Ended December 31
         1995           1994                1993

Revenues:                                                                       
Rental income    $712,634        $701,678           $708,995              

Expenses:                                                                       
Depreciation      245,967         196,594            195,900              
Management and                                                            
leasing expenses   40,175          36,385             37,752              
Other operating expenses197,414   181,839            149,618              
    483,556         414,818            383,270

Net income          $229,078        $286,860           $325,725                 

Occupied %               88%             88%                86%                 
Partnership Ownership % 100%            100%               100%                 

Cash generated to the                                                           
Partnership         $529,574        $442,763           $574,479                 

Net income allocated                                                            
to the Partnership  $229,078        $286,860           $325,725                 

Rental  income  increased to $712,634 for  1995  as  compared  to               
$701,678  for 1994 even though occupancy levels remain  unchanged               
due to rental rate increases for existing tenants.  Rental income               
decreased  for  1994  over  1993  even  though  occupancy  levels               
increased  due  to  lower rental rates charged  to  new  tenants.               
Depreciation increased for 1995 as compared to 1994  due  to  the               
change   in   the   estimated  useful  lives  of  buildings   and               
improvements as previously discussed under "General"  section  of               
"Results  of   Operations  and Change in  Financial  Conditions".               
Depreciation  expense was relatively stable for  1994  and  1993.               
Management and leasing expenses increased in 1995 over  1994  due               
to  increased rental collections in 1995.  The small decrease  in               
management and leasing fees in 1994 over 1993 is primarily due to               
the lower rentals being paid.  Other operating expenses increased               
approximately $15,000 in 1995 as compared to 1994 due  mainly  to               
additional  security expense which was also the  reason  for  the               
increased  operating  expenses in 1994  compared  to  1993.   Net               
income  of  the  property  decreased to  $286,860  in  1994  from               
$325,725  in  1993  for reasons stated above,  and  decreased  to               
$229,078  in 1995 compared to $286,860 in 1994 primarily  due  to               
the increased depreciation as discussed.                                        

Real  estate  taxes were $83,860 for 1995, $83,997 for  1994  and               
$87,784 for 1993.                                                               
For  comments on the general competitive conditions to which  the               
property  may  be  subject, see Item 1, Business,  page  2.   For               
additional information on the property, tenants, etc.,  see  Item               
2, Properties, page 3.                                                          

Black Oak Plaza                                                                 

          For the Year Ended December 31
         1995           1994                1993

Revenues:                                                                       
Rental income    $424,258        $439,703           $366,551              

Expenses:                                                                       
Depreciation      165,247         128,878            119,773              
Management and                                                            
leasing expenses 35,863          26,385             24,447            
Other operating expenses184,738   210,069            196,749              
    385,848         365,332            340,969

Net income           $38,410         $74,371            $25,582                 

Occupied %               77%             84%                76%                 
Partnership Ownership % 100%            100%               100%                 

Cash generated to the                                                           
Partnership         $197,499              $0            $91,603                 

Net income generated                                                            
to the Partnership   $38,410         $74,371            $25,582                 

Rental  income  decreased to $424,258 for  1995  as  compared  to               
$439,703  in  1994  due to decreased occupancy  at  the  project.               
Rental income increased for 1994 over 1993 due mainly to a higher               
average level of occupancy for 1994.  Depreciation increased  for               
1995  as  compared  to 1994 due to the change  in  the  estimated               
useful   lives  of  buildings  and  improvements  as   previously               
discussed  under "General" section of "Results of Operations  and               
Changes in Financial Conditions".  Depreciation expense increased               
in  1994 over 1993 due to capital improvements to the property of               
approximately   $351,000.   Management   and   leasing   expenses               
increased for 1995 compared to 1994 due primarily to an  increase               
of  approximately  $50,356  in actual  rents  received   in  1995               
compared to 1994 and a write off of accounts receivable  in  1994               
of approximately $23,900.                                                       
An  increase in common area maintenance ("CAM") reimbursements in               
July  of  1994  of $.35 per square foot, and the  application  of               
management  and leasing fees to cam reimbursement  fees  paid  by               
Kroger  in  1995  account for the remainder of  the  increase  in               
management and leasing fees in 1995 compared to 1994.  Management               
and  leasing  expenses  increased in 1994  as  compared  to  1993               
primarily  due  to  increased occupancy at the  property.   Other               
operating  expenses  decreased for  1995  compared  to  1994  due               
primarily  to a decrease of approximately $22,500 in repairs  and               
maintenance.   The increase in other operating expenses  in  1994               
over 1993 was primarily due to write-off of tenant bad debt.  Net               
income  of the property increased to $74,371 in 1994 as  compared               
to  $25,582  in 1993 due to increased occupancy as discussed  and               
decreased to $38,410 in 1995 as compared to $74,371 in  1994  due               
to increased depreciation expense as discussed.                                 

Real  estate  taxes were $41,655 for 1995, $38,360 for  1994  and               
1993.                                                                           

For  comments on the general competitive conditions to which  the               
property  maybe  subject,  see Item 1,  Business,  page  2.   For               
additional information on the property, tenants, etc.,  see  Item               
2, Properties, page 3.                                                          

Peachtree Place                                                                 

          For the Year Ended December 31
         1995           1994                1993
Revenues:                                                                       
Rental income    $234,903        $246,724           $227,203              
Interest income       665             983                734              
    235,568         247,707            227,937
Expenses:                                                                       
Depreciation       51,680          42,411             42,414              
Management and                                                            
leasing expenses 20,782          21,961             23,053            
Other operating expenses156,396   131,274            125,689              
    228,858         195,646            191,156
Net income         $   6,710        $ 52,061           $ 36,781                 

Occupied %              100%            100%                94%                 
Partnership Ownership %89.95%         89.76%             89.76%                 

Cash distribution to the                                                        
Partnership          $47,488        $104,258            $88,515                 

Net income allocated                                                            
to the Partnership    $5,994         $46,730            $33,015                 

Rental  income, net income and cash distributions  increased  for               
the  year ended December 31, 1994, as compared to the same period               
for  1993,  due  chiefly to an increase in tenant  occupancy  for               
1994.   Operating  expenses and management and  leasing  expenses               
were   relatively  stable  for  1993  and  1994.   Rental  income               
decreased for the year ended December 31, 1995 as compared to the               
same  period  for 1994 due to decreased occupancy  for  a  period               
during  the year.  In 1995, the increase in depreciation  expense               
was  due to the change in the estimated useful lives of buildings               
and  improvements  as  previously discussed under  the  "General"               
section  of  "Results  of  Operations and  Changes  in  Financial               
Conditions".   The  increase in operating  expenses  in  1995  as               
compared  to  1994  was due primarily to bad debt  expense.   Net               
income  and  cash distributions were down in 1995 as compared  to               
1994  due to the decreased revenues and increased expenses.   The               
property  was  100% leased as of December 31, 1995  and  1994  as               
compared to 94% as of December 31, 1993.                                        

Real estate taxes were $16,831 for 1995 and 1994, and $15,991 for               
1993.                                                                           

For  comments on the general competitive conditions to which  the               
property  may  be  subject, see Item 1, Business,  page  2.   For               
additional information on the property, tenants, etc.,  see  Item               
2, Properties, page 3.                                                          
Tucker Property                                                                 

          For the Year Ended December 31
                      1995                    1994
1993                                                                            
Revenues:                                                                       
Rental income  $1,227,116      $1,228,960         $1,106,676              
Interest income       2,599         3,269              3,151              
  1,229,715       1,232,229          1,109,827
Expenses:                                                                       
Depreciation      277,862         238,238            236,288              
Management and                                                            
leasing expenses135,517         133,650            126,853            
Other operating expenses563,049   500,494            617,726              
    976,428         872,382            980,867
Net income          $253,287        $359,847           $128,960                 

Occupied %               83%             96%                89%                 
Partnership Ownership %55.09%         55.09%             55.09%                 

Cash distribution to the                                                        
Partnership         $367,070        $309,179           $206,364                 

Net income allocated                                                            
to the Partnership  $139,535        $198,239            $71,143                 

Rental  income remained relatively stable from 1994 to  1995  and               
increased  from  $1,106,676 in 1993 to  $1,228,960  in  1994  due               
primarily  to  increased  tenant occupancy.   Operating  expenses               
increased in 1995 over 1994 due to an increase in property taxes,               
utilities, and other repairs and maintenance.  Operating expenses               
decreased  in 1994 as compared to 1993 due chiefly to a  decrease               
in retirement of tenant improvements of $88,000 and a decrease of               
$20,000 for general and administrative expenses.  The increase in               
depreciation expense for 1995 as compared to 1994 and 1993  is  a               
result  of  the change in the estimated useful lives of buildings               
and  improvements  as  previously discussed under  the  "General"               
section  of  "Results  of  Operations and  Changes  in  Financial               
Conditions".  Net income of the property decreased to $253,286 in               
1995  from  $359,847  in 1994 due to increased  depreciation  and               
operating expenses as discussed above and increased in  1994   to               
$359,847  from $128,960 in 1993 due to increased tenant occupancy               
and a decrease in operating expenses as discussed above.                        

The  property was 83% leased as of December 31, 1995, as compared               
to  96% as of December 31, 1994, and 89% as of December 31, 1993.               
Rental  income  for 1995 decreased only slightly  over  the  1994               
level due to the decrease in occupancy occurring near the end  of               
1995.                                                                           

Real  estate taxes were $127,484 for 1995, $105,042 for 1994  and               
$132,780 for 1993.                                                              

For  comments on the general competitive conditions to which  the               
property  may  be  subject, see Item 1, Business,  Page  2.   For               
additional information on the property, tenants, etc.,  see  Item               
2, Properties, page 3.                                                          

Cherokee Commons Shopping Center                                                

                       For the Year Ended December
31                                                                              
         1995           1994                1993

Revenues:                                                                       
Rental income    $778,204       $ 552,823           $585,195              
Interest income       180              50                343              
    778,384         552,873            585,538
Expenses:                                                                       
Depreciation      277,099         172,583            178,269              
Management and                                                            
leasing expenses 36,303          22,410             20,453            
Other operating expenses115,885   569,830            605,465              
    429,287         764,823            804,187
Net income          $349,097      $(211,950)         $(218,649)                 

Occupied %               94%             91%                89%                 
Partnership Ownership %23.0%           30.6%              32.3%                 

Cash distribution to the                                                        
Partnership         $126,697        $104,234            $89,478                 

Net income/(loss) allocated                                                     
to the Partnership $95,490       ($63,123)          ($70,668)               

Rental  income  increased in 1995 over 1994  due  to  the  Kroger               
expansion  which was completed in November, 1994.  Rental  income               
for  the  year  ended  December 31, 1994 decreased  approximately               
$32,000  from  the rental income for the year ended December  31,               
1993.   This  decrease is due to concessions  given  to  existing               
tenants  and  to a decrease in occupancy for nine months  of  the               
year.   Concessions were given to new tenants because the  market               
in  the  area  called for free rent in order to meet competition.               
The  decrease in occupancy was due to the vacancy created by  the               
Kroger expansion while under construction.  Operating expenses of               
the property decreased to $115,886 in 1995 from $569,830 in 1994,               
and  $605,465  in  1993.  The decrease is due  primarily  to  the               
retirement of tenant improvements that occurred in 1994 and  1993               
due to the Kroger expansion which elevated the expenses for those               
two  years.   The increase in depreciation expense  for  1995  as               
compared  to  1994  and 1993 is a result of  the  change  in  the               
estimated   useful  lives  of  buildings  and   improvements   as               
previously  discussed under the "General" section of "Results  of               
Operations and Changes in Financial Conditions".  Net  income  of               
the  property  increased  to $349,097 in  1995  from  a  loss  of               
($211,950) in 1994 and ($218,649) in 1993 due to the increase  in               
revenue  and  the  decrease in operating  expenses  as  discussed               
above.                                                                          

A  lease  amendment has been executed with Kroger  expanding  its               
existing  store  at  the Cherokee Commons  Shopping  Center  from               
45,528  square  feet to 66,918 square feet.  In  November,  1994,               
construction was completed on the Kroger expansion and remodeling               
of  the center.  The total cost for both the Kroger expansion and               
remodeling  of  the  Center was $2,807,367.  The  costs  of  this               
expansion  were funded in the following amounts:  the Partnership               
$94,679 and the Fund II-Fund II-OW Joint Venture $805,092  as  of               
December 31, 1994 and Wells Fund VI $953,798, and Wells Fund  VII               
$953,798  as  of  December  31, 1995.  Due  to  these  additional               
investments,  the  Partnership's  ownership  percentage  in   the               
Cherokee Commons Shopping Center decreased from 30.6% in 1994  to               
23.0%  as of December 31, 1995.  The Statements are for a  twelve               
month period; however,  Wells Fund VI and Wells Fund VII did  not               
contribute their portion until August, 1995.                                    

Real estate taxes were $63,694 for 1995 and $56,080 for 1994  and               
1993.                                                                           

For  comments on the general competitive conditions to which  the               
property  may  be  subject, see Item 1, Business,  Page  2.   For               
additional information on the property, tenants, etc. , see  Item               
2, Properties, page 3.                                                          

Liquidity and Capital Resources                                                 

During  its offering, which terminated on September 5, 1986,  the               
Partnership  raised a total of $35,321,000 through  the  sale  of               
141,284  units.   No  additional  units  will  be  sold  by   the               
Partnership.  From the original funds raised, the Partnership had               
invested  a  total  of $28,253,054 in properties, paid $2,225,992               
in   acquisition  and  advisory  fees,  $4,836,633   in   selling               
commissions  and  organization  and  offering  expenses,  and  is               
maintaining a working capital reserve of $5,321.                                

Since the Partnership is an investment partnership formed for the               
purpose of acquiring, owning, and operating income-producing real               
property  and  has  invested  all  of  its  funds  available  for               
investment,  it  is  highly unlikely that  the  Partnership  will               
acquire   interests  in  any  additional  properties,   and   the               
Partnership's  capital  resources  are  anticipated   to   remain               
relatively stable over the holding period of its investments.                   

The  Partnership's  net  cash provided  by  operating  activities               
decreased  to $82,044 for the year ended December 31,  1995  from               
$497,138 for the year ended December 31, 1994 primarily due to an               
increase  in  Partnership distributions paid.   The  increase  in               
equity  in income of joint ventures was offset by an increase  in               
depreciation expense.  Net cash provided by operating  activities               
increased  to $497,138 for the year ended December 31, 1994  from               
$214,141 for the year ended December 31, 1993 due primarily to  a               
decrease in Partnership distributions paid and an increase in net               
income.                                                                         

Net cash used in investing activities increased from $217,891  in               
1993 to $560,189 in 1994 due to an increase in investment in real               
estate.   Net  cash used in investing activities  decreased  from               
$560,189  in  1994  to  $153,423  in  1995  due  to  decrease  in               
investment  in  real  estate. Cash and cash equivalents  remained               
relatively  stable for the years ending December 31, 1995,  1994,               
and  1993.   The  Partnership  distributes  cash  available  less               
reserves, and as a result, the level of cash remains stable.                    

The  Partnership's  distributions paid and  payable  through  the               
fourth  quarter  of  1995  have been  paid  from  Net  Cash  from               
Operations  and  from  distributions  received  from  its  equity               
investment in joint ventures and the Partnership anticipates that               
distributions will continue to be paid on a quarterly basis  from               
such   sources.   The  Partnership  expects  to  meet   liquidity               
requirements and budget demands through cash flow.                              

The  Partnership  is  unaware of any known demands,  commitments,               
events, or capital expenditures other than that which is required               
for the normal operations of its properties or the properties  in               
which  it owns a joint venture interest that will result  in  the               
Partnership's liquidity increasing or decreasing in any  material               
way.                                                                            

Inflation                                                                       

Real  estate has not been affected significantly by inflation  in               
the  past  three years due to the relatively low inflation  rate.               
There  are provisions in the majority of  tenant leases  executed               
by  the Partnership to protect the Partnership from the impact of               
inflation.  These leases contain common area maintenance  charges               
(CAM charges), real estate tax and insurance reimbursements on  a               
per square foot bases, or in some cases, annual reimbursement  of               
operating  expenses  above a certain per square  foot  allowance.               
These  provisions reduce the Partnership's exposure to  increases               
in  costs  and  operating expenses resulting from inflation.   In               
addition, a number of the Partnership's leases are for  terms  of               
less  than five years which may permit the Partnership to replace               
existing  leases with new leases at higher base rental  rates  if               
the  existing  leases  are  below  market  rate.   There  is   no               
assurance, however, that the Partnership would be able to replace               
existing leases with new leases at higher base rentals.                         

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                           

The  consolidated  financial statements of  the  Registrant  and                
Supplementary data are detailed under Item 14 (a) and  filed  as                
part of the report on the pages indicated.                                      

ITEM  9.   CHANGES  IN  AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON                
ACCOUNTING AND FINANCIAL DISCLOSURE.                                            

The   Partnership's  change  in  accountants  during  1995   was                
previously  reported  in  the  Partnership's  Form   8-K   dated                
September  11,  1995.   There  were no  disagreements  with  the                
Partnership's  accountants  or other  reportable  events  during                
1995.                                                                           

PART III                

ITEM 10.  GENERAL PARTNERS OF THE PARTNERSHIP.                                  

Wells Capital, Inc.  Wells Capital, Inc. ("Capital") is  a          
Georgia corporation formed in April 1984.  The executive offices                
of  Capital  are located at 3885 Holcomb Bridge Road,  Norcross,                
Georgia 30092.  Leo F. Wells, III is the sole shareholder,  sole                
Director and the President of Capital.                                          

Leo  F.  Wells, III.  Mr. Wells is a resident of  Atlanta,          
Georgia,  is  52 years of age and holds a Bachelor  of  Business                
Administration  Degree  in  Economics  from  the  University  of                
Georgia.   Mr.  Wells  is the President  and  sole  Director  of                
Capital.   Mr.  Wells  is the President of Wells  &  Associates,                
Inc.,  a real estate brokerage and investment company formed  in                
1976  and incorporated in 1978, for which he serves as principal                
broker.   Mr.  Wells  is also currently the  sole  Director  and                
President   of  Wells  Management  Company,  Inc.,  a   property                
management company he founded in 1983.  In addition,  Mr.  Wells                
is  the  President and Chairman of the Board of Wells Investment                
Securities, Inc., Wells & Associates, Inc., and Wells Management                
Company,  Inc.,  which are affiliates of the  General  Partners.                
From  1980  to February 1985, Mr. Wells served as Vice-President                
of  Hill-Johnson,  Inc., a Georgia corporation  engaged  in  the                
construction  business.  From 1973 to 1976,  he  was  associated                
with  Sax  Gaskin Real Estate Company and from 1970 to 1973,  he                
was  a  real  estate salesman and property manager  for  Roy  D.                
Warren & Company, an Atlanta real estate company.                               
ITEM 11.  COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.                      

No cash compensation or fees were paid to the General Partners or               
their affiliates during the year ended December 31, 1995 from the               
Partnership  or  with respect to the Partnership's  interests  in               
joint ventures owning and operating properties.  Due to the  fact               
that  Wells  Management Company, Inc. has elected  to  defer  the               
receipt  of  property  management  and  leasing  fees  from   the               
Partnership  and with respect to the Partnership's  interests  in               
properties owned through joint ventures, as of December 31, 1995,               
deferred  cash compensation of approximately $1,710,611 of  which               
$1,267,152 was accrued at the Partnership level and the remainder               
at  the joint venture level, was due to the General Partners  and               
their  affiliates, of which $217,562 was accrued for fiscal  year               
ended 1995.                                                                     

ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND               
MANAGEMENT.                                                                     

No   Limited  Partner  is  known  by  the  Partnership   to   own               
beneficially  more  than  5%  of the  outstanding  units  of  the               
Partnership.                                                                    

Set forth below is the security ownership of management  as         
of February 29, 1996.                                                           

(1)            (2)             (3)                (4)                 
Title  of  Class           Name and Address  of       Amount  and               
Nature            Percent of Class                                              
Beneficial Owner   of Beneficial                    
       Ownership

Class A Units       Leo F. Wells, III108 units (IRA,                  less than 
1%                                                                            
                401 (k) and Profit
Sharing)          

Class  B Units       Leo F. Wells, III                  80  units               
(401(k))            less than 1%                                                

Class   A  Units        Leo  F.  Wells,  III          151   units               
(outright)          less than 1%                                                

No arrangements exist which would, upon implementation, result in               
a change in control of the Partnership.                                         

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

The  compensation and fees paid or to be paid by the  Partnership               
to  the General Partners and their affiliates in connection  with               
the operation of the Partnership are as follows:                                

Interest  in Partnership Cash Flow and  Net  Sale         
Proceeds.    The  General  Partners  will   receive   a               
subordinated  participation  in  net  cash  flow   from               
operations  equal  to 10% of net cash  flow  after  the               
Limited    Partners    have    received    preferential               
distributions  equal  to 9% of their  adjusted  capital               
accounts  in each fiscal year.  In addition, after  the               
Limited  Partners receive their distributions equal  to               
9%  of  their  capital contributions  and  the  General               
Partners  receive their distributions equal to  10%  of               
the  total  distributions for such  year,  the  General               
Partners  will receive a participation of  10%  of  the               
additional   distributions  from  cash  available   for               
distribution, 9% of which shall be paid to the  General               
Partners as a Partnership Management Fee.  The  General               
Partners will also receive a participation in net  sale               
proceeds and net financing proceeds equal to 15% of the               
residual proceeds available for distribution after  the               
Limited  Partners  have  received  a  return  of  their               
adjusted  capital contributions plus a  15%  cumulative               
return  on  their adjusted capital contributions.   The               
General  Partners received no partnership cash flow  or               
net sale proceeds during 1995.                                        

Property  Management  and  Leasing  Fees.   Wells         
Management  Company, Inc., an affiliate of the  General               
Partners, will receive compensation for supervising the               
management of the Partnership properties equal to 6%(3%               
management  and 3% leasing) of rental  income.   In  no               
event  will such fees exceed the sum of (i) 6%  of  the               
gross  receipts of each property, plus (ii) a  separate               
one-time  fee  for  initial rent-up  or  leasing-up  of               
development properties in an amount not to  exceed  the               
fee customarily charged in arm's-length transactions by               
others   rendering  similar  services   in   the   same               
geographic  area for similar properties.  With  respect               
to properties leased on a net basis for a period of ten               
years  or  longer, property management  fees  will  not               
exceed  1% of gross revenues from such leases,  plus  a               
one-time  initial  leasing  fee  of  3%  of  the  gross               
revenues which are payable over the first five years of               
the  term  of such net leases.  Management and  leasing               
fees   as  well  as  initial  lease-up  fees   of   the               
Partnership  and  with  respect  to  the  Partnership's               
interest  in  joint  ventures  owning  properties   are               
currently  being  expensed  but  not  paid   to   Wells               
Management  Company, Inc.  As set forth  above,  as  of               
December  31,  1995, deferred property  management  and               
leasing  fees  totaling $1,710,611 were  due  to  Wells               
Management Company, Inc., of which $217,562 was accrued               
for fiscal year ended 1995.                                           

Real Estate Commissions.  In connection with  the         
sale of Partnership properties, the General Partners or               
their  affiliates may receive commissions not exceeding               
the  lesser  of (A) 50% of the commissions  customarily               
charged  by  other brokers in arm's-length transactions               
involving  comparable properties in the same geographic               
area  or  (B)  3%  of  the gross  sales  price  of  the               
property,   and   provided  that   payments   of   such               
commissions  will  be made only after Limited  Partners               
have  received  prior distributions  totaling  100%  of               
their capital contributions plus a 6% cumulative return               
on  their adjusted capital contributions.  During 1995,               
no  real  estate commissions were paid to  the  General               
Partners or their affiliates.                                         

PART IV               

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS  ON               
FORM 8-K.                                                                       

(a) 1.    Financial Statements                                                  
Information with respect to this item is contained on Pages           
F-2 to F-24 of this Annual                                                      
Report on Form 10-K.  See Index to Financial Statements on            
Page F-1.                                                                       

(a) 2.    Financial Statement Schedule III                                      
Information with respect to this item begins on Page S-1 of           
this Annual Report on                                                           
Form 10-K.  See Index to Financial Statements on Page F-1.            

(a)3.     The Exhibits filed in response to Item 601 of                         
Regulation S-K are listed on the Exhibit                                        
Index attached hereto.                                              

(b)  No reports on Form 8-K were filed with the Commission during               
the fourth quarter of                                                           
1994.                                                                 

(c)  The Exhibits filed in response to Item 601 of Regulation S-K               
are listed on the Exhibit                                                       
Index attached hereto.                                                

(d)  See (a) 2 above.                                                           

SIGNATURES                

Pursuant to the requirements of Sections 13 or 15(d) of the         
Securities  Exchange Act of 1934, the Registrant has duly  caused               
this  report  to  be  signed on its behalf  by  the  undersigned,               
thereunto duly authorized this 27th day of March, 1996                          

    Wells Real Estate Fund I
(Registrant)        

      By:  /s/ Leo F. Wells, III
Leo F.                              
Wells, III                                                                      

Leo F. Wells, III                                                       

Individual General                                                
                                Partner and as President of Wells Capital,
Inc., the                                                                     
               Corporate General Partner

Pursuant to the requirements of the Securities Exchange Act         
of  1934,  this  report has been signed below  by  the  following               
person on behalf of the registrant and in the capacity as and  on               
the date indicated.                                                             

Signature                                             Title                     

/s/   Leo  F.  Wells,  III                             Individual               
General Partner,       March 27, 1996                                           
Leo  F.  Wells, III                                President  and               
Sole Director                                                                   
                                                of
Wells Capital, Inc., the                                                        

Corporate General Partner                                                       

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED         
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT               
BEEN REGISTERED PURSUANT TO SECTION 12 OF THE ACT.                              

No annual report or proxy material relating to an annual or         
other  meeting  of  security holders has been  sent  to  security               
holders.                                                                        
INDEX TO FINANCIAL STATEMENTS               

Financial Statements                                                       Page 

Independent Auditors' Reports                                         F2        

Consolidated Balance Sheets as of December 31, 1995 and 1994          F4        

Consolidated Statements of Income for the Years Ended                           
December 31, 1995, 1994, and 1993                                        F5 

Consolidated Statements of Partners' Capital for the Years Ended                
December 31, 1995, 1994, and 1993                                        F6 

Consolidated Statements of Cash Flows for the Years Ended                       
December 31, 1995, 1994, and 1993                                        F7 

Notes to Consolidated Financial Statements for December 31, 1995,               
1994, and 1993                                                      F8      

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		12/31/92
		12/31/93
		3/31/94
		6/30/94
		9/30/94
		12/31/94
		1/1/95
		3/31/95		10-Q
		6/30/95
		8/1/95
		8/16/95
		9/11/95
		9/30/95
		12/15/95
For The Period Ended		12/31/95
		2/28/96
		2/29/96
		3/27/96
Filed On / Filed As Of		4/16/96
		1/31/98
		5/31/98
		3/31/11
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