Sec Form 5 Filing - CARTER BUD @ WELLS REAL ESTATE INVESTMENT TRUST INC - 2006-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CARTER BUD 2. Issuer Name and Ticker or Trading Symbol WELLS REAL ESTATE INVESTMENT TRUST INC [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 MT SHASTA LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2006 (Street) ALPHARETTA, GA30022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

V Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/22/2006 P V 323.65 A $ 8.31 26,037.77 D Common Stock 03/22/2006 P V 101.57 A $ 8.31 26,037.77 I Spouse Common Stock 03/22/2006 P V 3.36 A $ 8.31 26,037.77 I Daughter Common Stock 06/22/2006 P V 329.36 A $ 8.31 26,037.77 D Common Stock 06/22/2006 P V 103.37 A $ 8.31 26,037.77 I Spouse Common Stock 06/22/2006 P V 3.42 A $ 8.31 26,037.77 I Daughter Common Stock 09/22/2006 P V 335.18 A $ 8.31 26,037.77 D Common Stock 09/22/2006 P 105.19 A $ 8.31 26,037.77 I Spouse Common Stock 09/22/2006 P V 3.48 A $ 8.31 26,037.77 I Daughter Common Stock 12/22/2006 P V 341.09 A $ 8.31 26,037.77 D Common Stock 12/22/2006 P V 107.05 A $ 8.31 26,037.77 I Spouse Common Stock 12/22/2006 P V 3.54 A $ 8.31 26,037.77 I Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 12 03/22/2006 A V 12.95 03/22/2006 ( 1 ) Common Stock 12.95 $ 12 786.51 D Warrants $ 12 06/22/2006 A V 13.17 06/22/2006 ( 1 ) Common Stock 13.17 $ 12 786.51 D Warrants $ 12 09/22/2006 A V 13.41 09/22/2006 ( 1 ) Common Stock 13.41 $ 12 786.51 D Warrants $ 12 12/22/2006 A V 13.64 12/22/2006 ( 1 ) Common Stock 13.64 $ 12 786.51 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARTER BUD 100 MT SHASTA LANE ALPHARETTA, GA30022 X Signatures Douglas P. Williams, Attorney-in-Fact 02/13/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Expiration date of warrants shall be the earlier of (i) 5:00 p.m. Eastern Standard Time on the fifth anniversary of the date of a listing of Wells Real Estate Investment Trust, Inc. ("Wells REIT") shares on a national exchange, (ii) the date of removal "for cause" of the independent director to whom the warrant was issued as a director of Wells REIT, or (iii) three months following the date the independent director to whom the warrant was issued ceases to be a director of Wells REIT for any re ason, except for death or disability, to which the warrant expires one year from the date of death.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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