WELLS REAL ESTATE FUND I
10-K, 1996-04-16
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         323,786
<SECURITIES>                                 7,560,948
<RECEIVABLES>                                  343,135
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                69,243
<PP&E>                                      22,180,320
<DEPRECIATION>                               4,391,172
<TOTAL-ASSETS>                              26,086,260
<CURRENT-LIABILITIES>                        1,964,410
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  24,121,850
<TOTAL-LIABILITY-AND-EQUITY>                26,086,260
<SALES>                                              0
<TOTAL-REVENUES>                             2,169,532
<CGS>                                                0
<TOTAL-COSTS>                                1,423,270
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                746,262
<INCOME-TAX>                                   746,262
<INCOME-CONTINUING>                            746,262
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   746,262
<EPS-PRIMARY>                                    16.79
<EPS-DILUTED>                                        0
        

</TABLE>


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