Edgar Filing: WELLS REAL ESTATE INVESTMENT TRUST INC

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

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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
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[_] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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WELLS REAL ESTATE INVESTMENT TRUST, INC.
Notice of Annual Meeting of Stockholders
To Be Held June 26, 2002

Dear Stockholder:

On Wednesday, June 26, 2002, Wells Real Estate Investment Trust, Inc. (Wells
REIT), a Maryland corporation, will hold its 2002 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
2003;

2. Approve an amendment to our Articles of Incorporation to increase the
authorized shares;

3. Approve certain amendments to our Articles of Incorporation to bring
them into conformity with industry practice;

4. Approve an amendment to our Articles of Incorporation to authorize the
board of directors to increase the authorized shares; and

5. Attend to other business properly presented at the meeting.

Your board of directors has selected April 15, 2002 as the record date for
determining stockholders entitled to vote at the meeting.

This proxy statement, proxy card and our 2001 annual report to stockholders are
being mailed on or about May 10, 2002.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ LEO F. WELLS, III

Leo F. Wells, III
Chairman

Atlanta, Georgia
April 25, 2002

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PROXY STATEMENT

DATED APRIL 25, 2002

TABLE OF CONTENTS

QUESTIONS AND ANSWERS 1

CERTAIN INFORMATION ABOUT MANAGEMENT 4

EXECUTIVE COMPENSATION 10

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11

STOCK OWNERSHIP 12

PROPOSALS YOU MAY VOTE ON 14

STOCKHOLDER PROPOSALS 18

OTHER MATTERS 18

PROXY CARD APPENDIX A

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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 whether or not you plan on attending the meeting in person.

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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 26, 2002, 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;
(2) An Amendment to our Articles of Incorporation to increase the
authorized shares;
(3) Certain amendments to our Articles of Incorporation to bring them
into conformity with industry practice; and
(4) An Amendment to our Articles of Incorporation to authorize the board
of directors to increase the authorized shares.

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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 each of the other proposals.

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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,
2002, 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 each of the other proposals 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 after your first proxy card which is
received before the annual meeting date.

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Q: How many shares of common stock can vote?

A: As of April 15, 2002, 114,785,854 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
holding at least 50% of the outstanding shares. There must be a quorum
present in order for the meeting to be a duly held meeting at which
business can be conducted. If you submit a properly executed proxy card,
even if you abstain from voting, then you will at least be considered part
of the quorum.

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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 proposals
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 the 2003
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, 2003.

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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 the internet, by
telephone or by any other electronic means of communication we deem
appropriate.

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Certain Information About 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.
(Wells REIT) considers all major decisions concerning our business, including
all property acquisitions. However, the board has established an Audit
Committee, a Compensation Committee and various advisory committees so that
important items within the purview of these committees can be addressed in more
depth than may be possible in a full board meeting.

The Audit Committee

General

Our board of directors adopted a written charter for the Audit Committee
(Audit Committee Charter), a copy of which was attached as Appendix A to our
2001 proxy statement. 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
our independent directors. During the past fiscal year, the Audit Committee held
two meetings.

The Audit Committee's primary function is to assist our 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 our management has established and our audit and
financial reporting process. In performing this function, the Audit Committee
shall maintain free and open communications among our board of directors, our
independent accountants and our financial management team. 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 Audit Committee reviews the audit and non-audit services performed by
Arthur Andersen LLP, as well as the fees charged by Arthur Andersen LLP for such
services. In its review of the non-audit service fees, the Audit Committee
considered whether the provision of such services is compatible with maintaining
the independence of Arthur Andersen LLP.

Audit Fees. The aggregate fees billed for professional services rendered by
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Arthur Andersen LLP for the audit of our annual financial statements for the
fiscal year ended December 31, 2001 and the reviews of the financial statements
included in our Quarterly Reports on Form 10-Q for the same fiscal year were
$111,165.

Financial Information Systems Design and Implementation Fees. Arthur
------------------------------------------------------------
Andersen LLP did not bill us any fees for financial information systems design
and implementation services during the fiscal year ended December 31, 2001.

All Other Fees. The aggregate fees billed for professional services
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rendered by Arthur Andersen LLP primarily for tax services and audited and pro
forma financial statements for certain property acquisitions for the fiscal year
ended December 31, 2001, were $137,450.

The following Report of the 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 Wells REIT

under the Securities Act of 1933 (Securities Act) or the Securities Exchange Act
of 1934 (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 Wells REIT, 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 has established, and the audit and
financial reporting process. The Audit Committee is composed of seven
independent directors and met two times in fiscal year 2001. Management of the
Wells REIT has the primary responsibility for the financial statements and the
reporting process, including the 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 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 financial
statements of the Wells REIT, 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 financial reporting and controls of the Wells REIT.

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 financial reporting and
such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. The Audit Committee received from
and discussed with the independent auditors the written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) relating to that firm's independence from the
Wells REIT. In addition, the Audit Committee considered the compatibility of
non-audit services provided by the independent auditors with the auditors'
independence.

The Audit Committee discussed with the 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 internal controls, and
the overall quality of the financial reporting of the Wells REIT. 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).

In reliance on these reviews and discussions, the Audit Committee
recommended to the board of directors that the audited financial statements of
the Wells REIT be included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 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 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, no employee
stock options were issued during the fiscal year ended December 31, 2001.

The Advisory Committees

The board of directors has established various advisory committees in which
certain members of the board sit on these advisory committees to assist Wells
Capital and its affiliates in the following areas which have a direct impact on
the operations of the Wells REIT: asset management; new business development and
marketing; personnel supervision; and budgeting.

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 12 times during 2001, and of the nine members of the
board, Richard W. Carpenter and William H. Koegler, Jr. attended fewer than 75%
of the meetings. Messrs. Carpenter and Keogler each atttended 67% of our board
meetings.

Compensation of Directors

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We pay each of our independent directors $3,000 per regularly scheduled
quarterly board meeting attended, $1,000 per regularly scheduled advisory
committee meeting attended and $250 per special board meeting attended whether
held in person or by telephone conference. 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 serves as an officer of the Wells REIT, we do not
pay such director separate compensation for his 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 2002; 58 1998
nominee for a term expiring in 2003)

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

Douglas P. Williams Executive Vice President, Treasurer, Secretary 51 2000
and Director nominee (term expiring in 2002;
nominee for a term expiring in 2003)
John L. Bell Director (term expiring in 2002; nominee for a 61 1998
term expiring in 2003)
Richard W. Carpenter Director (term expiring in 2002; nominee for a 65 1998
term expiring in 2003)
Bud Carter Director (term expiring in 2002; nominee for a 63 1998
term expiring in 2003)
William H. Keogler, Jr. Director (term expiring in 2002; nominee for a 56 1998
term expiring in 2003)
Donald S. Moss Director (term expiring in 2002; nominee for a 66 1998
term expiring in 2003)
Walter W. Sessoms Director (term expiring in 2002; nominee for a 68 1998
term expiring in 2003)
Neil H. Strickland Director (term expiring in 2002; nominee for a 66 1998
term expiring in 2003)

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 stockholder 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 28 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 27 real estate
limited partnerships formed for the purpose of acquiring, developing and
operating office buildings and other commercial properties. As of March 31,
2002, these 27 real estate limited partnerships represented investments totaling
approximately $342,600,000 from approximately 28,000 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 and is
licensed with the NASD as a financial and operations principal. 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 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, an 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 16 noncompeting
CEOs and presidents. Mr. Carter serves on the Board of Directors of Creative
Storage Systems, Inc., DiversiTech Corporation and Wavebase9. He 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 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 and is currently a member 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 currently 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. Any resale of the shares that Wells Capital acquires are subject to the
provisions of Rule 144 promulgated under the Securities Act, 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 shares, Wells Capital has no options or warrants to acquire any shares
and has no current plans to acquire shares. Wells Capital has agreed to abstain
from voting any shares it 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 and advisory 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, 2001, we paid $18,143,307 in acquisition and
advisory fees and acquisition 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, 2001, we paid $9,141,691 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 our
average invested assets or 25.0% of our net income for such year. For the year
ended December 31, 2001, we made administrative and operating expense
reimbursements to Wells Capital totaling $281,143. 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 dealer manager fee for expenses incurred in connection
with marketing our shares, sponsoring educational conferences and paying the
employment costs of the dealer manager's wholesalers 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, 2001, we paid to Wells
Investment Securities, Inc. approximately $49,140,497 in selling commissions and
dealer manager fees, of which amount approximately $42,025,842 was reallowed by
Wells Investment Securities, Inc. to 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,
2001, we paid $2,468,294 in property management and leasing fees to Wells
Management.

STOCK OWNERSHIP

The following table shows, as of April 15, 2002, 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 698 *
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
--------------------------------------------------------------------------------
Douglas P. Williams N/A N/A
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
--------------------------------------------------------------------------------
John L. Bell (1) 1,500 *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA 30328
--------------------------------------------------------------------------------
Richard W. Carpenter (1) 1,500 *
Realmark Holdings Wells REIT
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA 30342
--------------------------------------------------------------------------------
Bud Carter (1) 6,873 *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA 30022-5440
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Shares Beneficially Owned
--------------------------------------------------------------------------------
Shares Percentage
--------------------------------------------------------------------------------
William H. Keogler, Jr. (1) 1,500 *
469 Atlanta Country Club Drive
Marietta, GA 30067
--------------------------------------------------------------------------------
Donald S. Moss (1) 79,217 *
114 Summerour Vale
Duluth, GA 30097
--------------------------------------------------------------------------------
Walter W. Sessoms (1) 38,743 *
5995 River Chase Circle NW
Atlanta, GA 30328
--------------------------------------------------------------------------------
Neil H. Strickland (1) 1,785 *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA 30091
--------------------------------------------------------------------------------
All officers and directors as a group (2) 131,816 *
--------------------------------------------------------------------------------

* Less than 1% of the outstanding common stock.

(1) Includes options to purchase up to 1,500 shares of common stock, which are
exercisable within 60 days of April 15, 2002.

(2) Includes options to purchase an aggregate of up to 10,500 shares of common
stock, which are exercisable within 60 days of April 15, 2002.

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 2001.

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 2003 annual meeting or until they are otherwise removed from the
board. The board of directors has nominated the following people for re-election
as directors:

. 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 our board of
directors. Detailed information on each nominee is provided on pages 7 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 FOR
the election of the nominees listed above. If any nominee becomes unable or
unwilling to stand for re-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 re-election as a director will be elected at
the annual meeting by a majority of shares present in person or by proxy and
entitled to vote at the meeting. A properly executed proxy marked "FOR all
nominees listed" will be considered a vote in favor of all nominees for
re-election as director. A properly executed proxy marked "FOR all nominees
listed EXCEPT those whose names are written in the space provided" will be
considered a vote in favor of all nominees except those nominees you
specifically list. A properly executed proxy marked "WITHHOLD AUTHORITY for all
nominees listed" will be considered a vote against all directors. Your board of
directors unanimously recommends a vote "FOR all nominees listed" for
re-election as directors.

Introduction to Proposals 2, 3 and 4 to Amend our Articles of Incorporation

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

On March 6, 2002, the board of directors adopted resolutions approving the
following proposals to amend certain provisions of our Articles of
Incorporation, subject to the approval of the stockholders. Each of Proposals 2,
3 and 4 is independent of the other two Proposals to amend our Articles of
Incorporation. The stockholders may approve any of Proposals 2, 3 or 4 without
approving the others. If you return a properly executed proxy card and give no
instruction to the contrary, the individuals named as proxies will vote your
shares FOR each of Proposals 2, 3 and 4.

Proposal 2. Amendment to our Articles of Incorporation to increase the
authorized shares

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

Our Articles of Incorporation currently authorize the issuance of
500,000,000 shares of capital stock, consisting of 350,000,000 shares of common
stock, 50,000,000 shares of preferred stock and 100,000,000 shares-in-trust. As
of April 15, 2002, no shares of preferred stock and no shares-in-trust had been
issued.

We commenced our initial public offering of common stock on January 30,
1998 and terminated it on December 19, 1999. We sold 13,218,192 shares in our
initial public offering. We commenced our second offering of common stock on
December 20, 1999 and terminated it on December 19, 2000. We sold 17,522,919
shares in our second public offering. We commenced our third offering of common
stock on December 20, 2000. As of April 15, 2002, we had sold 84,044,742 shares
in our third offering, and we currently anticipate selling all or the vast
majority of the remaining 40,955,258 shares of common stock registered in our
third offering prior to the expiration of our third offering on December 19,
2002. Accordingly, assuming that we do sell the remaining shares registered in
the third offering, we will have sold an aggregate of approximately 165,000,000
shares of our common stock, and we would, therefore, have approximately
185,000,000 authorized shares of common stock authorized for future
issuances. Since we have filed a Registration Statement on Form S-11 with the
Securities and Exchange Commission on April 8, 2002 for the registration of a
maximum of 343,200,000 shares of common stock pursuant to our contemplated
fourth offering, which is an amount well in excess of our remaining 185,000,000
shares, it is recommended that we increase our authorized shares of common stock
from 350,000,000 to 750,000,000.

Therefore, the board of directors has unanimously approved, and recommends
that the stockholders also approve, the proposed amendment to our Articles of
Incorporation to increase the authorized shares, which will delete Section 7.1
of our Articles of Incorporation and replace it in its entirety to read as
follows:

"SECTION 7.1 AUTHORIZED SHARES. The total number of shares of
capital stock which the Company is authorized to issue is one billion
(1,000,000,000), consisting of seven hundred fifty million
(750,000,000) Common Shares (as defined in Section 7.2 hereof), one
hundred million (100,000,000) Preferred Shares (as defined in Section
7.3 hereof) and one hundred fifty million (150,000,000) Shares-in-Trust
(as defined in Section 7.8 hereof). All shares of capital stock shall
be fully paid and nonassessable when issued. Shares may be issued for
such consideration as the Directors determine, or, if issued as a
result of a share dividend or share split, without any consideration.
If shares of one class of stock are classified or reclassified into
shares of another class of stock pursuant to Section 7.2(ii) or Section
7.3, the number of authorized shares of the former class shall be
automatically decreased and the number of shares of the latter class
shall be automatically increased, in each case by the number of shares
so classified or reclassified, so that the number of aggregate shares
of stock of all classes that the Company has authority to issue shall
not be more than the total number of shares of stock set forth in the
first sentence of this Section 7.1."

Vote Required; Recommendation

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

The affirmative vote of a majority of all shares outstanding and entitled
to vote 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.

Proposal 3. Certain amendments to our Articles of Incorporation to bring them
into conformity with industry practice

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

A vote FOR Proposal 3 is a vote for each of the amendments described below,
and a vote AGAINST Proposal 3 is a vote against each of the amendments described
below.

Amendment to delete limitation on making or investing in mortgage loans

Our Articles of Incorporation currently prevent us from investing in
mortgage loans or debt as an asset or receivable on our books, except under very
limited circumstances. Such a limitation is rare for a REIT as REITs typically
contemplate investing in mortgage debt as an overall part of their investment
strategy. While we do not expect to acquire mortgage debt exclusively in
connection with any particular acquisition of a property without a corresponding
equity investment in such property, management desires to have the greatest
flexibility possible in our ability to make real estate investments and to stay
competitive with other similarly situated REITs.

Section 5.4(iii) of our Articles of Incorporation currently contains the
following limitation:

"(iii) The Company will not make or invest in mortgage loans
(except in connection with the sale or other disposition of a Property)."

We believe that Section 5.4(iii) of our Articles of Incorporation is an
unnecessary and burdensome restriction on the investment activities of the Wells
REIT and is inconsistent with Sections 5.4(iv), (v), (vi) and (viii) of our
Articles of Incorporation, which contain specific limitations on the manner in
which the Wells REIT may invest in or make such mortgage loans that have no
applicability to a mortgage loan being made "in connection with the sale or
disposition of a Property." It is our belief that this provision was originally
placed in our Articles of Incorporation under the mistaken belief that it was
required under the Statement of Policy Regarding Real Estate Investment Trusts
adopted by the North American Securities Administrators Association, Inc. (NASAA
Guidelines). A similar limitation is required under the NASAA Guidelines
applicable to public limited partnerships; however, there is no such limitation
contained in the NASAA Guidelines for REITs and, to our knowledge, no other
similarly situated REIT has this restriction in its charter.

Although the Wells REIT has yet to invest in or make any mortgage loans in
connection with an acquisition of a property, management believes that, in order
to stay competitive with other REITs, it is important to have the flexibility to
invest in or make mortgage loans, subject to the other restrictions contained in
the Articles of Incorporation, without being hampered by this unnecessary and
burdensome restriction. Therefore, the board of directors has unanimously
approved, and recommends that the stockholders also approve, the proposed
amendment to our Articles of Incorporation to delete in its entirety paragraph
(iii) of Section 5.4 of our Articles of Incorporation.

Amendment to clarify the limitation on the issuance of redeemable securities

Our Articles of Incorporation currently contains a limitation on our share
redemption program that is tied to the terms of the Prospectus for our initial
public offering. Section 5.4(x) of our Articles of Incorporation currently
provides in relevant part as follows:

of Directors on terms outlined in the section relating to Common Shares
entitled "Share Repurchase Program" in the Company's Prospectus relating to
the Initial Public Offering)..."

This provision is intended to set forth an exception to the general rule
that the Wells REIT may not issue redeemable equity securities for share
redemption programs duly approved and adopted by our board of directors. The
language above only contemplated our initial public offering which commenced in
January, 1998 and does not reflect the fact that the Wells REIT has conducted
and intends to continue to conduct subsequent public offerings containing terms
of our share redemption program that are different from those described in the
Prospectus for the initial public offering. Management desires to obtain your
approval to amend this provision to provide maximum flexibility for our board of
directors to adopt and modify our share redemption programs, subject to such
terms and limitations as the board deems appropriate.

Therefore, the board of directors has unanimously approved, and recommends
that the stockholders also approve, the proposed amendment to our Articles of
Incorporation to delete subparagraph (A) of Section 5.4(x) of our Articles of
Incorporation and replace it in its entirety to read as follows:

"The Company shall not issue (A) equity securities redeemable solely at
the option of the holder (except that Stockholders may offer their Common
Shares to the Company pursuant to a share redemption program approved and
adopted by the Board of Directors and described in the Company's
Prospectus, subject to such terms and limitations of the applicable share
redemption program as the Board of Directors in its discretion deems
appropriate)..."

Vote Required; Recommendation

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

Proposal 4. Amendment to our Articles of Incorporation to authorize the board of
directors to increase the authorized shares

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

Section 2-105(a)(12) of the Maryland General Corporation Law (MGCL) permits
a corporation to provide in its charter that the board of directors, with the
approval of a majority of the entire board, and without action by the
stockholders, may amend the charter to increase or decrease the aggregate number
of shares of stock of the corporation or the number of shares of stock of any
class that the corporation has authority to issue.

In order to provide the Wells REIT with greater flexibility to issue shares
of its capital stock in the future, the board of directors has unanimously
approved, and recommends that the stockholders also approve, the proposed
amendment to our Articles of Incorporation to allow the board of directors
without action by the stockholders to increase the authorized shares, which
amendment will add a paragraph at the end of Section 7.1 of our Articles of
Incorporation as follows:

"To the extent permitted by the MGCL, the Board of Directors, without
any action by the stockholders of the Company, may amend the Articles of
Incorporation from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of stock of any class or
series that the Company has authority to issue."

Vote Required; Recommendation

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

STOCKHOLDER PROPOSALS

Stockholders interested in presenting a proposal for consideration at our
annual meeting of stockholders in 2003 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, 2003.

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

PROXY CARD

WELLS REAL ESTATE INVESTMENT TRUST, INC.

ANNUAL MEETING OF STOCKHOLDERS
JUNE 26, 2002

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 26, 2002, 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 nominees listed" in proposal 1 and "FOR" proposals 2, 3 and 4. 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 NOMINEES LISTED" IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 3 AND 4, AS
DESCRIBED IN THE PROXY STATEMENT.

FOR all nominees
FOR all listed EXCEPT those WITHHOLD
1. Election of directors. nominees whose names are written AUTHORITY for
listed in the space provided all nominees listed
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. Amendment to our Articles of Incorporation to increase the authorized
shares.

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

3. Certain amendments to our Articles of Incorporation to bring them into
conformity with industry practice.

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

4. Amendment to our Articles of Incorporation to authorize the board of
directors to increase the authorized shares.

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

Date:______________________ _______________________________
Signature

[Insert ID Label]

Please sign exactly as name appears on this proxy card. 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.

------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE AND READ THE REVERSE SIDE

VOTE BY PHONE OR INTERNET
QUICK ***EASY***IMMEDIATE

WELLS REAL ESTATE INVESTMENT TRUST, INC.

.. You can now vote your shares electronically through the Internet or the telephone.

.. This eliminates the need to return the proxy card.

.. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and
returned the proxy card.

TO VOTE YOUR PROXY BY INTERNET TO VOTE YOUR PROXY BY MAIL
------------------------------ --------------------------
www.continentalstock.com

Have your proxy card in hand when you access the above web site. Mark, sign and date your proxy card above, detach it
You will be prompted to enter the company number, proxy number and and return it in the postage-paid envelope provided.
account number to create an electronic ballot. Follow the prompts
to vote your shares.

TO VOTE YOUR PROXY BY PHONE
---------------------------
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter the
company number, proxy number and account number. Following the voting instructions to vote your shares.

PLEASE DO NOT RETURN THE ABOVE CARD IF YOU VOTED ELECTRONICALLY
---------------------------------------------------------------

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COMPANY NUMBER:

PROXY NUMBER:

ACCOUNT NUMBER:

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