SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

WELLS REAL ESTATE INVESTMENT TRUST, INC.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box)

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

WELLS REAL ESTATE INVESTMENT TRUST, INC.
Notice of Annual Meeting of Stockholders
To Be Held June 27, 2001

Dear Stockholder:

On Wednesday, June 27, 2001, Wells Real Estate Investment Trust, Inc. (Wells
REIT), a Maryland corporation, will hold its 2001 annual meeting of stockholders
at The Atlanta Athletic Club, 123 Bobby Jones Drive, Duluth, Georgia 30097. The
meeting will begin at 10:00 a.m. eastern daylight time.

We are holding this meeting to:

1. Elect nine directors to hold office for one year terms expiring in
2002;
2. Approve the appointment of our independent auditors; and
3. Attend to other business properly presented at the meeting.

Your board of directors has selected April 15, 2001 as the record date for
determining stockholders entitled to vote at the meeting.

This proxy statement, proxy card and our 2000 annual report to stockholders are
being mailed on or about May 15, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Leo F. Wells, III
----------------------------------
Leo F. Wells, III
Chairman
Atlanta, Georgia
May 15, 2001

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PROXY STATEMENT

DATED MAY 15, 2001

TABLE OF CONTENTS

QUESTIONS AND ANSWERS 1

CERTAIN INFORMATION ABOUT THE COMPANY'S MANAGEMENT 4

EXECUTIVE COMPENSATION 10

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10

STOCK OWNERSHIP 12

PROPOSALS YOU MAY VOTE ON 13

STOCKHOLDER PROPOSALS 15

OTHER MATTERS 15

AUDIT COMMITTEE CHARTER APPENDIX A

PROXY CARD APPENDIX B

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QUESTIONS AND ANSWERS

We are providing you with this proxy statement, which contains information
about the items to be voted upon at our annual stockholders meeting. To make
this information easier to understand, we have presented some of the information
below in a question and answer format.

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Q: Why did you send me this proxy statement?

A: We sent you this proxy statement and the enclosed proxy card because our
board of directors is soliciting your proxy to vote your shares at the annual
stockholders meeting. This proxy statement summarizes information that we are
required to provide to you under the rules of the Securities and Exchange
Commission (SEC) and which is designed to assist you in voting.

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Q: What is a proxy?

A: A proxy is a person who votes the shares of stock of another person who could
not attend a meeting. The term "proxy" also refers to the proxy card. When
you return the enclosed proxy card, you are giving us your permission to vote
your shares of common stock at the annual meeting. The people who will vote
your shares of common stock at the annual meeting are Leo F. Wells, III or
Douglas P. Williams. They will vote your shares of common stock as you
instruct, unless you return the proxy card and give no instructions. In this
case, they will vote FOR all of the director nominees and FOR the other
proposals to be voted upon. They will not vote your shares of common stock if
you do not return the enclosed proxy card. This is why it is important for
you to return the proxy card to us as soon as possible if you do not plan on
attending the meeting.

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Q: When is the annual meeting and where will it be held?

A: The annual meeting will be held on Wednesday, June 27, 2001, at 10:00 a.m. at
The Atlanta Athletic Club, 123 Bobby Jones Drive, Duluth, Georgia 30097.

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Q: What may I vote on?

A: You may vote on the following proposals:

(1) The election of nominees to serve on the board of directors; and
(2) The approval of the appointment of Arthur Andersen LLP as our
independent auditors for the fiscal year ending December 31, 2001.

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Q: How does the board of directors recommend I vote on the proposals?

A: The board of directors recommends a vote FOR each of the nominees for
election as director and for the other proposal.

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Q: Who is entitled to vote?

A: Anyone who owned our common stock at the close of business on April 15, 2001,
the record date, is entitled to vote at the annual meeting.

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Q: How do I vote?

A: You may vote your shares of common stock either in person or by proxy.
Whether you plan to attend the meeting and vote in person or not, we urge you
to complete the enclosed proxy card and return it promptly in the enclosed
envelope. If you return your signed proxy card but do not mark the boxes
showing how you wish to vote, your shares of common stock will be voted FOR
the nominees for director and FOR the other proposal to be voted upon at the
annual meeting.

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Q: What if I return my proxy card and then change my mind?

A: You have the right to revoke your proxy at any time before the meeting by:

(1) notifying Douglas P. Williams, our Secretary;
(2) attending the meeting and voting in person; or
(3) returning another proxy card before the annual meeting date that is
dated after the first proxy card.

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Q: How many shares of common stock can vote?

A: As of April 15, 2001, 38,812,061 shares of our common stock were issued and
outstanding. Every stockholder is entitled to one vote for each share of
common stock held.

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Q: What is a "quorum"?

A: A "quorum" consists of the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at the
meeting. There must be a quorum for the meeting to be held, and a proposal
must receive more than 50% of all votes cast at the meeting. If you submit a
properly executed proxy card, even if you abstain from voting, then you will
be considered part of the quorum. However, abstentions are not counted in the
tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an
abstention. For example, if 1,000,000 shares of common stock are submitted on
properly executed proxy cards, all proposals will require an affirmative vote
of 500,001 shares of common stock. Even if you abstain from voting on a
proposal, the proposal will still require an affirmative vote of 500,001
shares of common stock.

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Q: How will voting on any other business be conducted?

A: Although we do not know of any business to be considered at the annual
meeting other than the election of directors and the other proposal described
in this proxy statement, if any other business is properly presented at the
annual meeting, your signed proxy card gives authority to Leo F. Wells, III,
our President, and Douglas P. Williams, our Secretary, or either of them, to
vote on such matters at their discretion.

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Q: When are the stockholder proposals for the next annual meeting of
stockholders due?

A: All stockholder proposals to be considered for inclusion in next year's proxy
statement must be submitted in writing to Douglas P. Williams, Secretary,
Wells Real Estate Investment Trust, Inc., 6200 The Corners Parkway, Suite
250, Norcross, Georgia 30092, by January 15, 2002.

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Q: Who pays the cost of this proxy solicitation?

A: We will pay all the costs of soliciting these proxies. We will also reimburse
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and solicitation
materials to our stockholders.

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Q: Is this proxy statement the only way that proxies are being solicited?

A: No. In addition to mailing proxy solicitation material, our directors and
employees may also solicit proxies in person, via our website, by telephone
or by any other electronic means of communication we deem appropriate.

Certain Information About The Company's Management

Information Regarding the Board of Directors and Committees
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The entire Board of Directors of Wells Real Estate Investment Trust, Inc.
(the "Corporation") considers all major decisions concerning our business.
However, the board has established an Audit Committee and a Compensation
Committee so that these important areas can be addressed in more depth than may
be possible in a full board meeting.

The Audit Committee

General

The Audit Committee held its first meeting in November 1999. During the
last fiscal year, the Audit Committee held three meetings. The Audit Committee
members are John L. Bell, Richard W. Carpenter, Bud Carter, William H. Keogler,
Jr., Donald S. Moss, Walter W. Sessoms and Neil H. Strickland. The members of
the Audit Committee are all of the independent directors of the Company. The
Board of Directors adopted a written charter for the Audit Committee ("Audit
Committee Charter"), a copy of which is attached to the Proxy Statement as
Appendix A.

The Audit Committee's primary function is to assist the Board of Directors
of the Corporation in fulfilling its oversight responsibilities by reviewing the
financial information to be provided to the stockholders and others, the system
of internal controls which management of the Corporation has established, and
the Corporation's audit and financial reporting process. In performing this
function, the Audit Committee shall maintain free and open communications among
the Board of Directors, the independent accountants and the Corporation's
financial management.

The Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in the Audit Committee Charter.

Audit and Audit-related Fees

The aggregate fees billed for professional services rendered by Arthur
Andersen LLP for the audit of the Company's annual financial statements for the
fiscal year ended December 31, 2000 and the review of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for the same fiscal
year were $62,122. Audit-related fees for the fiscal year were $37,900.

All Other Fees

The aggregate fees billed for professional services rendered by Arthur
Andersen LLP other than audit and audit-related fees for the fiscal year ended
December 31, 2000, were $90,450.

The following Report of Audit Committee to Stockholders is not "soliciting
material" and is not deemed "filed" with the SEC and is not to be incorporated
by reference in any filing of the Corporation under the Securities Act of 1933
(the "Securities Act") or the Exchange Act, whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing.

Report of the Audit Committee

Pursuant to the Audit Committee Charter adopted by the Board of Directors
of the Corporation, the Audit Committee's primary function is to assist the
Board of Directors in fulfilling its oversight responsibilities by reviewing the
financial information to be provided to the stockholders and others, the system
of internal controls which management of the Corporation has established, and
the Corporation's audit and financial reporting process. The Audit Committee is
composed of seven independent directors and met three times in fiscal year 2000.
Management has the primary responsibility for the financial statements and the
reporting process, including the Corporation's systems of internal controls.
Membership on the Audit Committee does not call for the professional training
and technical skills generally associated with career professionals in the field
of accounting and auditing. In addition, the Corporation's independent auditors
have more available time and information than does the Audit Committee.
Accordingly, the Audit Committee's role does not provide any special assurances
with regard to the Corporation's financial statements, nor does it involve a
professional evaluation of the quality of the audits performed by the
independent auditors.

In this context, in fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report on Form
10-K with management, including a discussion of the quality and the
acceptability of the Corporation's financial reporting and controls.

In addition, the Audit Committee reviewed with the independent auditors,
who are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality and the acceptability of the Corporation's financial
reporting and such other matters as are required to be discussed with the Audit
Committee under generally accepted auditing standards. In addition, the Audit
Committee received from and discussed with the independent auditors the written
disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) relating to that firm's
independence from the Corporation. The Audit Committee also discussed with the
independent auditors all matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).

The Audit Committee also discussed with the Corporation's independent
auditors the overall scope and plans for their audits. The Audit Committee meets
periodically with the independent auditors, with and without management present,
to discuss the results of their examinations, their evaluations of the
Corporation's internal controls, and the overall quality of the Corporation's
financial reporting.

In reliance on these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements of
the Corporation be included in the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 for filing with the Securities and
Exchange Commission.

Walter W. Sessoms (Chairman), John L. Bell,
Richard W. Carpenter, Bud Carter, William H.
Keogler, Jr., Donald S. Moss, Walter W.
Sessoms and Neil H. Strickland

The Compensation Committee

The Compensation Committee was established in September 2000. The
Compensation Committee members are John L. Bell, Richard W. Carpenter, Bud
Carter, William H. Keogler, Jr., Donald S. Moss, Walter W. Sessoms and Neil H.
Strickland. The primary function of the Compensation Committee is to administer
the granting of stock options to selected employees of Wells Capital, Inc., our
advisor (Wells Capital), and Wells Management Company, Inc., our property
manager (Wells Management), based upon recommendations from Wells Capital, and
to set the terms and conditions of such options in accordance with the 2000
Employee Stock Option Plan. During the last fiscal year, the Compensation
Committee did not hold any meetings and, accordingly, employee stock options
were not issued in the fiscal year ended December 31, 2000.

Other Board Matters

We do not have a standing Nominating Committee. To the extent necessary,
this function is performed by the board of directors acting as a whole. The
board of directors met 11 times during 2000, and of the nine members of the
board, John L. Bell, Richard W. Carpenter, William H. Koegler, Jr. and Neil H.
Strickland attended fewer than 75% of the meetings.

Compensation of Directors

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We pay each of our independent directors $500 per month plus $125 for each
board meeting he attends. In addition, we have reserved 100,000 shares of common
stock for future issuance upon the exercise of stock options granted to the
independent directors pursuant to our Independent Director Stock Option Plan and
500,000 shares for future issuance upon the exercise of warrants to be granted
to the independent directors pursuant to our Independent Director Warrant Plan.
All directors receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with attendance at meetings of the board of directors. If
a director also is an officer of the Wells REIT, we do not pay separate
compensation for services rendered as a director.

Executive Officers and Directors

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We have provided below certain information about our executive officers and
nominees for election as directors.

Year First
Became a
Name Position(s) Age Director
- ---- ----------- --- --------

Leo F. Wells, III President and Director (term expiring in 57 1998
2001; nominee for a term expiring in 2002)
Douglas P. Williams Executive Vice President, Treasurer, 50 2000
Secretary and Director nominee (term
expiring in 2001; nominee for a term
expiring in 2002)
John L. Bell Director (term expiring in 2001; nominee 60 1998
for a term expiring in 2002)
Richard W. Carpenter Director (term expiring in 2001; nominee 64 1998
for a term expiring in 2002)

Year First
Became a
Name Position(s) Age Director
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Bud Carter Director (term expiring in 2001; nominee 62 1998
for a term expiring in 2002)
William H. Keogler, Jr. Director (term expiring in 2001; nominee 55 1998
for a term expiring in 2002)
Donald S. Moss Director (term expiring in 2001; nominee 65 1998
for a term expiring in 2002)
Walter W. Sessoms Director (term expiring in 2001; nominee 67 1998
for a term expiring in 2002)
Neil H. Strickland Director (term expiring in 2001; nominee 65 1998
for a term expiring in 2002)

Leo F. Wells, III is the President and a director of the Wells REIT and the
President, Treasurer and sole director of Wells Capital, Inc. ("Wells Capital"),
our advisor. He is also the sole shareholder and sole director of Wells Real
Estate Funds, Inc., the parent corporation of Wells Capital. Mr. Wells is
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. He is also the President, Treasurer and sole director of:

. Wells Management Company, Inc., our property manager;
. Wells Investment Securities, Inc., our dealer manager;
. Wells Advisors, Inc., a company he organized in 1991 to act as a non-
bank custodian for IRAs; and
. Wells Development Corporation, a company he organized in 1997 to develop
real properties.

Mr. Wells was a real estate salesman and property manager from 1970 to 1973
for Roy D. Warren & Company, an Atlanta-based real estate company, and he was
associated from 1973 to 1976 with Sax Gaskin Real Estate Company, during which
time he became a Life Member of the Atlanta Board of Realtors Million Dollar
Club. From 1980 to February 1985 he served as Vice President of Hill-Johnson,
Inc., a Georgia corporation engaged in the construction business. Mr. Wells
holds a Bachelor of Business Administration degree in economics from the
University of Georgia. Mr. Wells is a member of the International Association
for Financial Planning (IAFP) and a registered NASD principal.

Mr. Wells has over 27 years of experience in real estate sales, management
and brokerage services. In addition to being the President and a director of the
Wells REIT, he is currently a co-general partner in a total of 26 real estate
limited partnerships formed for the purpose of acquiring, developing and
operating office buildings and other commercial properties. As of December 31,
2000, these 26 real estate limited partnerships represented investments totaling
approximately $317,930,000 from approximately 27,160 investors.

Douglas P. Williams is the Executive Vice President, Secretary, Treasurer
and a director of the Wells REIT. He is also a Senior Vice President of Wells
Capital, our advisor, and is also a Vice President of:

. Wells Investment Securities, Inc., our dealer manager;
. Wells Real Estate Funds, Inc.; and
. Wells Advisors, Inc.

Mr. Williams previously served as Vice President, Controller of OneSource,
Inc., a leading supplier of janitorial and landscape services, from 1996 to 1999
where he was responsible for corporate-wide accounting activities and financial
analysis. Mr. Williams was employed by ECC International Inc. ("ECC"), a
supplier to the paper industry and to the paint, rubber and plastic industries,
from 1982 to 1995. While at ECC, Mr. Williams served in a number of key
accounting positions, including Corporate Accounting Manager, U.S. Operations,
Division Controller, Americas Region and Corporate Controller, America/Pacific
Division. Prior to joining ECC and for one year after leaving ECC, Mr. Williams
was employed by Lithonia Lighting, a manufacturer of lighting fixtures, as a
Cost and General Accounting Manager and Director of Planning and Control. Mr.
Williams started his professional career as an auditor for KPMG Peat Marwick
LLP.

Mr. Williams is a member of the American Institute of Certified Public
Accountants and the Georgia Society of Certified Public Accountants. Mr.
Williams received a bachelor of arts degree from Dartmouth College and a Masters
of Business Administration degree from the Amos Tuck School of Graduate Business
Administration at Dartmouth College.

John L. Bell was the owner and Chairman of Bell-Mann, Inc., the largest
commercial flooring contractor in the Southeast from February 1971 to February
1996. Mr. Bell also served on the Board of Directors of Realty South Investors,
a REIT traded on the American Stock Exchange, and was the founder and served as
a director of both the Chattahoochee Bank and the Buckhead Bank. In 1997, Mr.
Bell initiated and implemented a "Dealer Acquisition Plan" for Shaw Industries,
Inc., a floor covering manufacturer and distributor, which plan included the
acquisition of Bell-Mann.

Mr. Bell currently serves on the Board of Directors of Electronic Commerce
Systems, Inc. and the Cullasaja Club of Highlands, North Carolina. Mr. Bell is
also extensively involved in buying and selling real estate both individually
and in partnership with others. Mr. Bell graduated from Florida State University
majoring in accounting and marketing.

Richard W. Carpenter served as General Vice President of Real Estate
Finance of The Citizens and Southern National Bank from 1975 to 1979, during
which time his duties included the establishment and supervision of the United
Kingdom Pension Fund, U.K.-American Properties, Inc. which was established
primarily for investment in commercial real estate within the United States.

Mr. Carpenter is currently President and director of Realmark Holdings
Corp., a residential and commercial real estate developer, and has served in
that position since October 1983. Mr. Carpenter is also a managing partner of
Carpenter Properties, L.P., a real estate limited partnership. He is also
President and director of Commonwealth Oil Refining Company, Inc., a position he
has held since 1984.

Mr. Carpenter previously served as Vice Chairman of the Board of Directors
of both First Liberty Financial Corp. and Liberty Savings Bank, F.S.B. and
Chairman of the Audit Committee of First Liberty Financial Corp. He has been a
member of The National Association of Real Estate Investment Trusts and served
as President and Chairman of the Board of Southmark Properties, an Atlanta-based
REIT investing in commercial properties. Mr. Carpenter is a past Chairman of the
American Bankers Association Housing and Real Estate Finance Division Executive
Committee. Mr. Carpenter holds a Bachelor of Science degree from Florida State
University, where he was named the outstanding alumnus of the School of Business
in 1973.

Bud Carter was an award-winning broadcast news director and anchorman for
several radio and television stations in the Midwest for over 20 years. From
1975 to 1980, Mr. Carter served as General Manager of WTAZ-FM, a radio station
in Peoria, Illinois and served as editor and publisher of The Peoria Press, a
weekly business and political journal in Peoria, Illinois. From 1981 until 1989,
Mr. Carter was also an owner and General Manager of Transitions, Inc., a
corporate outplacement company in Atlanta, Georgia.

Mr. Carter currently serves as Senior Vice President for The Executive
Committee, a 43-year old international organization established to aid
presidents and CEOs to share ideas on ways to improve the management and
profitability of their respective companies. The Executive Committee operates in
numerous large cities throughout the United States, Canada, Australia, France,
Italy, Malaysia, Brazil, the United Kingdom and Japan. The Executive Committee
has more than 7,000 presidents and CEOs who are members. In addition, Mr. Carter
was the first Chairman of the organization recruited in Atlanta and still serves
as Chairman of the first two groups formed in Atlanta, each comprised of 14
noncompeting CEOs and presidents. Mr. Carter is a graduate of the University of
Missouri where he earned degrees in journalism and social psychology.

William H. Keogler, Jr. was employed by Brooke Bond Foods, Inc. as a Sales
Manager from June 1965 to September 1968. From July 1968 to December 1974, Mr.
Keogler was employed by Kidder Peabody & Company, Inc. and Dupont, Glore, Forgan
as a corporate bond salesman responsible for managing the industrial corporate
bond desk and the utility bond area. From December 1974 to July 1982, Mr.
Keogler was employed by Robinson-Humphrey, Inc. as the Director of Fixed Income
Trading Departments responsible for all municipal bond trading and municipal
research, corporate and government bond trading, unit trusts and SBA/FHA loans,
as well as the oversight of the publishing of the Robinson-Humphrey Southeast
Unit Trust, a quarterly newsletter. Mr. Keogler was elected to the Board of
Directors of Robinson-Humphrey, Inc. in 1982. From July 1982 to October 1984,
Mr. Keogler was Executive Vice President, Chief Operating Officer, Chairman of
the Executive Investment Committee and member of the Board of Directors and
Chairman of the MFA Advisory Board for the Financial Service Corporation. He was
responsible for the creation of a full service trading department specializing
in general securities with emphasis on municipal bonds and municipal trusts.
Under his leadership, Financial Service Corporation grew to over 1,000
registered representatives and over 650 branch offices. In March 1985, Mr.
Keogler founded Keogler, Morgan & Company, Inc., a full service brokerage firm,
and Keogler Investment Advisory, Inc., in which he served as Chairman of the
Board of Directors, President and Chief Executive Officer. In January 1997, both
companies were sold to SunAmerica, Inc., a publicly traded New York Stock
Exchange company. Mr. Keogler continued to serve as President and Chief
Executive Officer of these companies until his retirement in January 1998.

Mr. Keogler serves on the Board of Trustees of Senior Citizens Services of
Atlanta. He graduated from Adelphi University in New York where he earned a
degree in psychology.

Donald S. Moss was employed by Avon Products, Inc. from 1957 until his
retirement in 1986. While at Avon, Mr. Moss served in a number of key positions,
including Vice President and Controller from 1973 to 1976, Group Vice President
of Operations-Worldwide from 1976 to 1979, Group Vice President of Sales-
Worldwide from 1979 to 1980, Senior Vice President-International from 1980 to
1983 and Group Vice President-Human Resources and Administration from 1983 until
his retirement in 1986. Mr. Moss was also a member of the board of directors of
Avon Canada, Avon Japan, Avon Thailand, and Avon Malaysia from 1980-1983.

Mr. Moss is currently the President and a director of The Atlanta Athletic
Club. He formerly was the National Treasurer and a director of the Girls Clubs
of America from 1973 to 1976. Mr. Moss graduated from the University of Illinois
where he received a degree in business.

Walter W. Sessoms was employed by Southern Bell and its successor company,
BellSouth, from 1956 until his retirement in June 1997. While at BellSouth, Mr.
Sessoms served in a number of key positions, including Vice President-Residence
for the State of Georgia from June 1979 to July 1981, Vice President-
Transitional Planning Officer from July 1981 to February 1982, Vice President-
Georgia from February 1982 to June 1989, Senior Vice President-Regulatory and
External Affairs from June 1989 to November 1991, and Group President-Services
from December 1991 until his retirement on June 30, 1997.

Mr. Sessoms currently serves as a director of the Georgia Chamber of
Commerce for which he is a past Chairman of the Board, the Atlanta Civic
Enterprises and the Salvation Army's Board of Visitors of the Southeast Region.
Mr. Sessoms is also a past executive advisory council member for the University
of Georgia College of Business Administration and past member of the executive
committee of the Atlanta Chamber of Commerce. Mr. Sessoms is a graduate of
Wofford College where he earned a degree in economics and business
administration. Mr. Sessoms is currently Vice Chairman of the Wofford College
Board of Trustees. He is a member of the Governor's Education Reform Commission.
In addition, Mr. Sessoms is a member of the Board of Trustees of the Southern
Center for International Studies and is President of the Atlanta Rotary Club.

Neil H. Strickland was employed by Loyalty Group Insurance (which
subsequently merged with America Fore Loyalty Group and is now known as The
Continental Group) as an automobile insurance underwriter. From 1957 to 1961,
Mr. Strickland served as Assistant Supervisor of the Casualty Large Lines
Retrospective Rating Department. From 1961 to 1964, Mr. Strickland served as
Branch Manager of Wolverine Insurance Company, a full service property and
casualty service company, where he had full responsibility for underwriting of
insurance and office administration in the State of Georgia. In 1964, Mr.
Strickland and a non-active partner started Superior Insurance Service, Inc., a
property and casualty wholesale general insurance agency. Mr. Strickland served
as President and was responsible for the underwriting and all other operations
of the agency. In 1967, Mr. Strickland sold his interest in Superior Insurance
Service, Inc. and started Strickland General Agency, Inc., a property and
casualty general insurance agency concentrating on commercial customers. Mr.
Strickland is currently the Senior Operation Executive of Strickland General
Agency, Inc. and devotes most of his time to long-term planning, policy
development and senior administration.

Mr. Strickland is a past President of the Norcross Kiwanis Club and served
as both Vice President and President of the Georgia Surplus Lines Association.
He also served as President and a director of the National Association of
Professional Surplus Lines Offices. Mr. Strickland currently serves as a
director of First Capital Bank, a community bank located in the State of
Georgia. Mr. Strickland attended Georgia State University where he majored in
business administration. He received his L.L.B. degree from Atlanta Law School.

EXECUTIVE COMPENSATION

Our executive officers do not receive compensation directly from us for
services rendered to us. Both of our officers are also officers of Wells
Capital, our advisor, and its affiliates and are compensated by these entities,
in part, for their services to us. Please see the discussion of the fees paid to
the advisor and its affiliates contained in the "Certain Relationships and
Related Transactions" section below.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Ownership of Advisor in Wells Operating Partnership, L.P.

Wells Capital currently owns 20,000 limited partnership units of Wells OP,
our operating partnership, for which it contributed $200,000 and which
constitutes 100% of the limited partner units outstanding at this time. Wells
Capital may not sell any of these units during the period it serves as our
advisor. Wells Capital, also owns 100 shares of common stock of the Wells REIT,
which it acquired upon the initial formation of the Wells REIT. Any resale of
the shares that Wells Capital currently owns and the resale of any shares which
may be acquired by our affiliates are subject to the provisions of Rule 144
promulgated under the Securities Act of 1933, which rule limits the number of
shares that may be sold at any one time and the manner of such resale. Although
Wells Capital and its affiliates are not prohibited from acquiring additional
shares, Wells Capital has no options or warrants to acquire any additional
shares and has no current plans to acquire additional shares. Wells Capital has
agreed to

abstain from voting any shares it now owns or hereafter acquires in any vote for
the election of directors or any vote regarding the approval or termination of
any contract with Wells Capital or any of its affiliates.

Compensation to Advisor and its Affiliates

Our executive officers, Leo F. Wells, III and Douglas P. Williams, are also
executive officers of Wells Capital, our advisor, which is a wholly owned
subsidiary of Wells Real Estate Funds, Inc. Mr. Wells is the sole director of
Wells Capital and the sole shareholder and the sole director of Wells Real
Estate Funds, Inc. In addition, Mr. Wells is an executive officer and the sole
director of Wells Investment Securities, Inc., the dealer manager of our
offering of shares of common stock, and Wells Management Company, Inc., our
property manager, both of which are also wholly owned subsidiaries of Wells Real
Estate Funds, Inc.

Administration of our day-to-day operations is provided by Wells Capital
pursuant to the terms of an advisory agreement. Wells Capital also serves as our
consultant in connection with policy decisions to be made by our board of
directors and renders such other services as the board of directors deems
appropriate. Wells Capital also bears the expense of providing executive
personnel and office space to us. Wells Capital is at all times subject to the
supervision of our board of directors and only has such authority as we may
delegate to it as our agent.

Wells Capital is entitled to receive acquisition fees equal to 3.0% of
gross offering proceeds for services in identifying the properties and
structuring the terms of the acquisition and leasing of the properties, as well
as the terms of any mortgage loans. In addition, Wells Capital is entitled to
reimbursement of acquisition expenses equal to 0.5% of gross offering proceeds.
For the year ended December 31, 2000, we paid $6,264,101 in acquisition fees and
expenses to Wells Capital.

Wells Capital also is entitled to reimbursement of up to 3.0% of gross
offering proceeds for organization and offering expenses, including legal,
accounting, printing and other accountable offering expenses. For the year ended
December 31, 2000, we paid $5,369,228 to Wells Capital as reimbursement for
organization and offering expenses expended by Wells Capital on our behalf.

We also reimburse Wells Capital for certain administrative and operating
expenses relating to administration of our business on an on-going basis.
Pursuant to the advisory agreement, we may not make reimbursements for
administrative and operating expenses in excess of the greater of 2.0% of
average invested assets or 25.0% of net income for such year. For the year ended
December 31, 2000, we made administrative and operating expense reimbursements
to Wells Capital totaling $219,988. We believe that all amounts paid to our
affiliates are fair and reasonable and are comparable to amounts that would be
paid for similar services provided by unaffiliated third parties.

Wells Investment Securities, Inc. is entitled to receive selling
commissions amounting to 7.0% of gross offering proceeds for services in
connection with the offering of shares, a substantial portion of which has been
or will be paid as commissions to other broker-dealers participating in the
offering of our shares. In addition, Wells Investment Securities, Inc. is
entitled to receive a marketing support and due diligence expense reimbursement
equal to 2.5% of gross offering proceeds, a portion of which may be reallowed to
participating broker-dealers. For the year ended December 31, 2000, we paid to
Wells Investment Securities, Inc. $4,474,356 in commissions and marketing and
due diligence expense reimbursements, of which approximately $3,185,413 was
reallowed by Wells Investment Securities, Inc. to other participating broker-
dealers.

We pay Wells Management property management and leasing fees not exceeding
the lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of the net asset value of
the properties (excluding vacant properties) owned by the Wells REIT, calculated
on an annual basis. For purposes of this calculation, net

asset value is defined as the excess of (1) the aggregate of the fair market
value of all properties owned by the Wells REIT (excluding vacant properties),
over (2) the aggregate outstanding debt of the Wells REIT (excluding debts
having maturities of one year or less). In addition, we may pay Wells Management
a separate fee for the one-time initial rent-up or leasing-up of newly
constructed properties in an amount not to exceed the fee customarily charged in
arm's length transactions by others rendering similar services in the same
geographic area for similar properties as determined by a survey of brokers and
agents in such area (customarily equal to the first month's rent). For the year
ended December 31, 2000, we paid to Wells Management $1,111,748 in property
management and leasing fees.

STOCK OWNERSHIP

The following table shows, as of April 15, 2001, the amount of our common
stock beneficially owned (unless otherwise indicated) by (1) any person who is
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, (2) our directors, (3) our executive officers, and (4) all of
our directors and executive officers as a group.

- --------------------------------------------------------------------------------------------------------
Shares Beneficially Owned
- --------------------------------------------------------------------------------------------------------
Shares Percentage
- --------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner
- --------------------------------------------------------------------------------------------------------

Leo F. Wells, III/(1)/ 444 *
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
- --------------------------------------------------------------------------------------------------------
Douglas P. Williams/(1)/ 100 *
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
- --------------------------------------------------------------------------------------------------------
John L. Bell 1,000 *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA 30328
- --------------------------------------------------------------------------------------------------------
Richard W. Carpenter 1,000 *
Realmark Holdings Corporation
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA 30342
- --------------------------------------------------------------------------------------------------------
Bud Carter 3,278 *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA 30022-5440
- --------------------------------------------------------------------------------------------------------
William H. Keogler, Jr. 1,000 *
469 Atlanta Country Club Drive
Marietta, GA 30067
- --------------------------------------------------------------------------------------------------------
Donald S. Moss 13,277 *
114 Summerour Vale
Duluth, GA 30097
- --------------------------------------------------------------------------------------------------------
Walter W. Sessoms 3,809 *
5995 River Chase Circle NW
Atlanta, GA 30328
- --------------------------------------------------------------------------------------------------------
Neil H. Strickland 1,250 *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA 30091
- --------------------------------------------------------------------------------------------------------

Northern Trust Co., Custodian for 2,350,302 6.06%
Wayne County Employees'
Retirement System
Attn: Laura Santiago
P.O. Box 92996
Chicago, IL 60675
- --------------------------------------------------------------------------------------------------------
Police & Fireman Retirement System 2,083,333 5.37%
City of Detroit
Attn: Ronald J. Stempin
908 Coleman A. Young Municipal Center
Detroit, MI 48226
- --------------------------------------------------------------------------------------------------------
All directors and executive officers 25,158 *
as a group/(1)/
- --------------------------------------------------------------------------------------------------------

* Less than 1% of the outstanding common stock.

/(1)/ Includes 100 shares owned by Wells Capital, which is a wholly-owned
subsidiary of Wells Real Estate Funds, Inc. Messrs. Wells and Williams
are both control persons of Wells Capital, and Mr. Wells is a control
person of Wells Real Estate Funds, Inc. Mr. Williams disclaims beneficial
ownership of the shares owned by Wells Capital.

Section 16(a) Beneficial Ownership Reporting Compliance

- --------------------------------------------------------------------------------

Under U.S. securities laws, directors, certain executive officers and
certain persons holding more than 10% of our common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports, and we are required to identify
in this proxy statement those persons who did not file these reports when due.
Based solely on our review of copies of the reports filed with the Securities
and Exchange Commission and written representations of our directors and
executive officers, we believe all persons subject to these reporting
requirements filed the required reports on a timely basis in 2000.

PROPOSALS YOU MAY VOTE ON

Proposal 1. Election of Directors

- --------------------------------------------------------------------------------

At the annual meeting, you and the other stockholders will elect all nine
members of our board of directors. Those persons elected will serve as directors
until the 2002 annual meeting or until they are otherwise removed from the
board. The board of directors has nominated the following people for election:

. Leo F. Wells, III
. Douglas P. Williams
. John L. Bell
. Richard W. Carpenter
. Bud Carter
. William H. Keogler, Jr.
. Donald S. Moss
. Walter W. Sessoms
. Neil H. Strickland

Each of the nominees for director is a current member of the board of
directors. Detailed information on each nominee is provided on pages 6 through
10.

If you return a properly executed proxy card, unless you direct them to
withhold your votes, the individuals named as proxies will vote your shares of
common stock FOR the election of the nominees listed above. If any nominee
becomes unable or unwilling to stand for election, the board may reduce its size
or designate a substitute. If a substitute is designated, proxies voting on the
original nominee will be cast for the substituted nominee.

Vote Required; Recommendation

- --------------------------------------------------------------------------------

Each of the nine nominees for election as a director will be elected at the
annual meeting by a plurality of all the votes cast at the meeting, meaning that
the nine nominees for director who receive the most votes will be elected. A
properly executed proxy marked "WITHHOLD AUTHORITY" with respect to the election
of one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of determining
whether there is a quorum. In an uncontested election for directors, the
plurality requirement is not a factor. Your board of directors unanimously
recommends a vote FOR each of the nominees for election as director.

Proposal 2. Approval of the Appointment of Arthur Andersen LLP as Independent
Auditors

- -------------------------------------------------------------------------------

The board of directors has approved the appointment of Arthur Andersen LLP
as our independent auditors for the year 2001. Arthur Andersen LLP has served as
independent auditors of Well Capital, our advisor, and its affiliates since
1995. They have unrestricted access to the Audit Committee to discuss audit
findings and other financial matters. Representatives of Arthur Andersen LLP
will attend the annual stockholders meeting to answer appropriate questions.

Audit services provided by Arthur Andersen LLP during 2000 included an
audit of our financial statements, audits of financial statements for certain
properties we acquired during 2000 and a review of our Annual Report and certain
other filings with the Securities and Exchange Commission and certain other
governmental agencies.

The board of directors believes that Arthur Andersen LLP is knowledgeable
about our operations and accounting practices and is well qualified to act as
our principal independent auditors. Therefore, the board of directors has
selected Arthur Andersen LLP to act as the principal independent auditors to
examine our financial statements during 2001.

Vote Required; Recommendation

- --------------------------------------------------------------------------------

The affirmative vote of a majority of all the votes cast at the annual
meeting is required for approval. Neither abstentions nor broker non-votes are
counted in determining whether this proposal has been approved. Your board of
directors unanimously recommends a vote FOR this proposal.

STOCKHOLDER PROPOSALS

Stockholders interested in presenting a proposal for consideration at our
annual meeting of stockholders in 2002 may do so by following the procedures
prescribed in Rule 14a-8 under the Securities Exchange Act of 1934 and our
Articles of Incorporation and Bylaws. To be eligible for inclusion, stockholder
proposals must be received by Douglas P. Williams, our Secretary, no later than
January 15, 2002.

OTHER MATTERS

As of the date of this proxy statement, we know of no business that will be
presented for consideration at the annual meeting other than the items referred
to above. If any other matter is properly brought before the meeting for action
by stockholders, proxies in the enclosed form returned to us will be voted in
accordance with the recommendation of the board of directors or, in the absence
of such a recommendation, in accordance with the judgment of the proxy holder.

APPENDIX A

AUDIT COMMITTEE CHARTER
OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.

I. PURPOSE

The Audit Committee's primary function is to assist the Board of Directors
of Wells Real Estate Investment Trust, Inc. (the "Corporation") in fulfilling
its oversight responsibilities by reviewing the financial information to be
provided to the stockholders and others, the system of internal controls which
management of the Corporation has established, and the Corporation's audit and
financial reporting process. In performing this function, the Audit Committee
shall maintain free and open communications among the Board of Directors, the
independent accountants and the Corporation's financial management.

The independent accountants' ultimate responsibility is to the Board of
Directors and the Audit Committee, as representatives of the stockholders. The
Board and the Audit Committee have the ultimate authority to select, evaluate
and, where appropriate, replace the independent accountants.

The Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall initially be comprised of seven independent
directors.

All members of the Audit Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Audit
Committee shall have accounting or related financial management expertise.

III. MEETINGS

The Audit Committee shall meet on a regular basis no less frequently than
three times a year and shall hold special meetings as circumstances require.

IV. RESPONSIBILITIES AND DUTIES

To fulfil its responsibilities and duties, the Audit Committee shall:

1. Review this Charter at least annually and recommend any changes to the
Board of Directors;

2. Recommend to the Board of Directors the selection of the independent
accountants and approve the fees and other compensation to be paid to
the independent accountants;

3. Meet with the independent accountants and financial management of the
Corporation to review the scope of the annual audit and quarterly
reviews for the current year and the procedures to be utilized and, at
the conclusion of the audit, review the audit findings and any
comments or recommendations of the independent accountants;

4. Review the Corporation's annual audited financial statements and
discuss such audited financial statements with management;

5. Discuss with the independent accountants the matters required to be
discussed pursuant to Statements on Auditing Standards No. 61;

6. On an annual basis, obtain a formal written statement from the
independent accountants delineating all relationships between the
accountants and the Corporation consistent with Independence Standards
Board Standard No. 1, and review and discuss with the accountants all
significant relationships the accountants have with the Corporation to
determine the independence of the accountants;

7. Based upon the review and discussion of items 4 through 6 above,
recommend to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report on Form 10-K
for filing with the Securities and Exchange Commission;

8. Prepare a report intended to be included in the Corporation's proxy
statement on an annual basis stating whether the Audit Committee has
performed the duties contained in items 4 through 7 above;

9. Following completion of the annual audit, review separately with the
independent accountants and management any significant difficulties
encountered during the course of the audit;

10. Review with the independent accountants and management the adequacy
and effectiveness of the financial and accounting controls of the
Corporation, and elicit any recommendations for the improvement of
such internal controls;

11. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants if or when
circumstances warrant; and

12. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Audit Committee or the
Board deems necessary or appropriate.

APPENDIX B

PROXY
WELLS REAL ESTATE INVESTMENT TRUST, INC.

ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder hereby appoints Leo F. Wells, III or
Douglas P. Williams, or either of them, as proxy and attorney-in-fact, each with
the power to appoint his substitute, on behalf and in the name of the
undersigned, to represent the undersigned at the annual meeting of stockholders
of WELLS REAL ESTATE INVESTMENT TRUST, INC. to be held on June 27, 2001, and at
any adjournments thereof, and to vote all shares of common stock which the
undersigned would be entitled to vote if personally present, as indicated on the
reverse side of this card. The undersigned acknowledges receipt of the notice
of annual meeting of stockholders, the proxy statement and the annual report
furnished herewith.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for all of the nominees in proposal 1 and for proposal 2. In their
discretion, the proxies are authorized to vote upon such other matters as may
properly come before the meeting or any adjournments thereof.

(Continued on Reverse Side)

(Continued From Other Side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2, AS DESCRIBED IN THE
PROXY STATEMENT.

1. Election of directors.

[ ] FOR all nominees listed below

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

Nominees: Leo F. Wells, III, Douglas P. Williams, John L. Bell, Richard W.
Carpenter, Bud Carter, William H. Keogler, Jr., Donald S. Moss,
Walter W. Sessoms and Neil H. Strickland

Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below:

___________________________________________________________________________

2. Proposal to ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year 2001.

[_] FOR [_] AGAINST [_] ABSTAIN

Date:____________________ _______________________
Signature

[Insert ID Label]

Please sign exactly as name appears on this proxy. When shares of common stock
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
general partner or other authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.