UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~August~~September 2516, 2011

Wells Real Estate Fund X, L.P.

(Exact Name of Registrant as Specified in Charter)



Georgia	0-23719	58-2250093
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



6200 The Corners Parkway, Norcross, Georgia	30092-3365
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (770) 449-7800

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

~~[] Pre-commencement communications pursuant to Rule 13e-4~~(~~c) under the Exchange Act (~~17 CFR 240.~~13e~~14d-42(cb))

~~Item~~[] ~~2.01. Completion~~Pre-commencement ofcommunications ~~Acquisition~~pursuant orto ~~Disposition~~Rule of13e-4(c) ~~Assets~~under the Exchange Act

~~Disposition~~(17 ofCFR ~~47300 Kato Road Building~~240.13e-4(c))

OnItem August 25, 2011, Wells/Fremont Associates sold a two-story, warehouse and office building containing approximately 58,000 rentable square feet and located in Fremont, California (“47300 Kato Road”) to Lighthouse Worldwide Solutions, Inc7.~~, an unaffiliated third party, for a gross sales price of $3,824,553, excluding closing costs~~01. ~~Wells/Fremont~~ Regulation ~~Associates~~FD is a joint venture partnership between Fund X and Fund XI Associates ("Fund X-XI Associates") and Piedmont Operating Partnership, LP. Fund X-XI Associates is a joint venture partnership between Wells Real Estate Fund X, L.P. (the "Registrant") and Wells Real Estate Fund XI, L.P. The Registrant holds an equity interest of approximately 58.0% in Fund X-XI Associates, and Fund X-XI Associates holds an equity interest of approximately 22.5% in Wells/Fremont Associates, which owned 100% of the 47300 Kato Road Building.Disclosure

AsOn aor ~~result~~about ofSeptember ~~the~~16, ~~sale~~2011, Wells~~/Fremont~~ ~~Associates~~Real ~~received~~Estate ~~net~~Fund ~~sale~~X, ~~proceeds~~L.P. of(the ~~approximately~~“Registrant”) ~~$3,504,000,~~sent ofa ~~which~~letter ~~approximately~~to ~~$457,000~~the isfinancial ~~allocable~~representatives toof the limited partners of the Registrant. Inannouncing (1) that the ~~third~~Registrant ~~quarter~~has ofbegun ~~2009,~~the ~~Wells/Fremont~~dissolution ~~Associates~~and ~~recorded~~liquidation anprocess ~~impairment~~now ~~loss~~that onthe remaining property, 47300 Kato Road ofin ~~approximately~~Fremont, $3California,~~316~~ was sold on August 25,~~000~~ to2011 ~~reduce~~and (2) the ~~carrying~~anticipated ~~value~~distribution of net sale proceeds in November 2011 from the ~~property~~sale toof ~~its~~certain ~~estimated~~properties ~~fair~~owned ~~value~~by Registrant. A ~~Wells/Fremont~~copy ~~Associates~~of ~~recognized~~the aletter, ~~gain~~which onalso ~~sale~~includes a copy of ~~approximately~~the ~~$105~~investor letter dated September 16,~~000~~ 2011, ofis ~~which~~attached ~~approximately~~as ~~$14~~Exhibit 99.1 and Exhibit 99.2,~~000~~ isrespectively, ~~allocable~~to this Current Report on Form 8-K. Pursuant to the ~~Registrant.~~rules ~~The~~and ~~gain~~regulations onof ~~sale~~the ~~may~~Securities beand ~~adjusted~~Exchange ~~should~~Commission, ~~additional~~such exhibit and the information ~~become~~set ~~available~~forth intherein ~~subsequent~~are ~~periods~~deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information. The following pro forma financial statements of the Registrant are submitted at the end of this Current Report on Form 8-K and are filed herewith and incorporated herein by reference:



Exhibit Number	Exhibit Title
99.1	Letter to Financial Representatives dated September 16, 2011
99.2	Letter to Investors dated September 16, 2011

Unaudited Pro Forma Financial Statements

Summary of Unaudited Pro Forma Financial Statements	F-1
Pro Forma Balance Sheet as of June 30, 2011	F-2
Pro Forma Statement of Operations for the six months ended June 30, 2011	F-3
Pro Forma Statement of Operations for the year ended December 31, 2010	F-4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

WELLS REAL ESTATE FUND X, L.P.(Registrant)



By:	WELLS PARTNERS, L.P. General Partner



By:	WELLS CAPITAL, INC. General Partner



By:	/s/ Douglas P. Williams Douglas P. Williams Senior Vice President

Date: ~~August~~September 2916, 2011

~~WELLS~~EXHIBIT ~~REAL ESTATE FUND X, L.P.~~INDEX

(A Georgia Public Limited Partnership)



Exhibit Number	Exhibit Title
99.1	Letter to Financial Representatives dated September 16, 2011
99.2	Letter to Investors dated September 16, 2011

~~SUMMARY OF UNAUDITED~~ 4

PRO FORMA FINANCIAL STATEMENTS

This unaudited pro forma information should be read in conjunction with the financial statements and notes of Wells Real Estate Fund X, L.P. (the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2010, and in its quarterly report filed on Form 10-Q for the three months and six months ended June 30, 2011.

The following unaudited pro forma balance sheet as of June 30, 2011 has been prepared to give effect to the August 25, 2011 sale of the 47300 Kato Road Building by Wells/Fremont Associates, a joint venture partnership between Fund X and Fund XI Associates ("Fund X-XI Associates") and Piedmont Operating Partnership, LP. Fund X-XI Associates is a joint venture partnership between the Registrant and Wells Real Estate Fund XI, L.P., as if the disposition and distribution of net sale proceeds therefrom had occurred on June 30, 2011. The Registrant holds an equity interest of approximately 58.0% in Fund X-XI Associates, and Fund X-XI Associates holds an equity interest of approximately 22.5% in Wells/Fremont Associates, which owned 100% of the 47300 Kato Road Building.

The following unaudited pro forma statement of operations for the six months ended June 30, 2011 has been prepared to give effect to the sale of the 360 Interlocken Building and 47300 Kato Road Building as if the dispositions had occurred on January 1, 2010. The Fund IX, Fund X, Fund XI, and REIT Joint Venture (Fund IX-X-XI-REIT Associates), a joint venture partnership between the Registrant, Wells Real Estate Fund IX, L.P., Wells Real Estate Fund XI, L.P. and Piedmont Operating Partnership, LP, owned 100% of the 360 Interlocken Building, which was sold on June 2, 2011. The Registrant holds an equity interest of approximately 48.5% in Fund IX-X-XI-REIT Associates.

The following unaudited pro forma statement of operations for the year ended December 31, 2010 has been prepared to give effect to the sales of the Avaya Building and the 360 Interlocken Building (collectively, the "Prior Dispositions") and the 47300 Kato Road Building as if the dispositions had occurred on January 1, 2010. Fund IX-X-XI-REIT Associates owned 100% of the Avaya Building, which was sold on October 15, 2010.

These unaudited pro forma financial statements are prepared for informational purposes only. These unaudited pro forma statements of operations are not necessarily indicative of future results or of actual results that would have been achieved if the dispositions of the 47300 Kato Road, the 360 Interlocken Building and the Avaya Building had been consummated as of January 1, 2010. Specifically, the accompanying pro forma statements of operations do not include the Registrant's portion of the nonrecurring gain or loss on sale that would have been recognized if the aforementioned property sales had occurred on January 1, 2010.

F-1

WELLS REAL ESTATE FUND X, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA BALANCE SHEET

JUNE 30, 2011

(Unaudited)

	Historical(a)		Pro Forma Adjustments				Pro Forma Total
ASSETS:
Investment in joint ventures	$	468,833	$	(446,227	)	(b)	$	22,606
Cash and cash equivalents	5,986,271		457,254			(c)	6,443,525
Other assets	2,444		—				2,444
Total assets	$	6,457,548	$	11,027			$	6,468,575
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Accounts payable and accrued expenses	$	2,030	$	—			$	2,030
Due to affiliates	6,980		—				6,980
Total liabilities	9,010		—				9,010
Partners' capital:
Limited partners:
Class A - 2,428,694 units outstanding	5,680,194		—				5,680,194
Class B - 284,197 units outstanding	768,344		11,027			(d)	779,371
General partners	—		—				—
Total partners' capital	6,448,538		11,027				6,459,565
Total liabilities and partners' capital	$	6,457,548	$	11,027			$	6,468,575

(a) Historical financial information is presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and has been obtained from the Registrant's quarterly report on Form 10-Q for the period ended June 30, 2011.

(b) Reflects the GAAP-basis of the Registrant's investment in the 47300 Kato Road Building as of June 30, 2011.

(c) Reflects the Registrant's proportionate share of the assumed distribution of net proceeds from Fund X-XI Associates as a result of the sale of the 47300 Kato Road Building.

(d) Reflects the Registrant's proportionate share of the pro forma gain allocated from the sale of the 47300 Kato Road Building. The allocation of gain between classes of limited partners is made in accordance with the terms of the Registrant's partnership agreement.

F-2

WELLS REAL ESTATE FUND X, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Unaudited)

			Pro Forma Adjustments
	Historical(a)		360 Interlocken Building				47300 Kato Road Building			Pro Forma Total
EQUITY IN INCOME OF JOINT VENTURES	$	627,881	$	(655,173	)	(b)	$	15,801	(c)	$	(11,491	)
INTEREST AND OTHER INCOME	2,934		—				—			2,934
GENERAL AND ADMINISTRATIVE EXPENSES	88,803		—				—			88,803
NET INCOME	$	542,012	$	(655,173	)		$	15,801		$	(97,360	)
NET INCOME (LOSS) ALLOCATED TO:
CLASS A LIMITED PARTNERS	$	20,607	$	(131,071	)		$	12,894		$	(97,570	)
CLASS B LIMITED PARTNERS	$	521,405	$	(524,102	)		$	2,907		$	210
GENERAL PARTNERS	$	—	$	—			$	—		$	—
NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:
CLASS A	$	0.01	$	(0.05	)		$	0.01		$	(0.03	)
CLASS B	$	1.83	$	(1.84	)		$	0.01		$	0.00
WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:
CLASS A	2,428,694									2,428,694
CLASS B	284,197									284,197

(a) Historical financial information has been obtained from the Registrant's quarterly report on Form 10-Q for the six months ended June 30, 2011.

(b) Reflects a reduction of equity in income of Fund IX-X-XI-REIT Associates earned by the Registrant related to the 360 Interlocken Building for the six months ended June 30, 2011. The pro forma adjustment represents the Registrant's pro rata share of gain on sale and rental revenues, less operating expenses, management and leasing fees, depreciation, amortization and administrative costs.

(c) Reflects an adjustment to equity in loss of Fund X-XI Associates earned by the Registrant related to the 47300 Kato Road Building for the six months ended June 30, 2011. The pro forma adjustment represents the Registrant's pro rata share of operating expenses, depreciation and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the 47300 Kato Road Building if the transaction had occurred on January 1, 2010.

F-3

WELLS REAL ESTATE FUND X, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

				Pro Forma Adjustments
	Historical(a)			Prior Dispositions				47300 Kato Road Building				Pro Forma Total
EQUITY IN LOSS OF JOINT VENTURES	$	(428,401	)	$	(479,070	)	(b)	$	(5,448	)	(d)	$	(16,783	)
				896,136			(c)
INTEREST AND OTHER INCOME	2,538			—				—				2,538
GENERAL AND ADMINISTRATIVE EXPENSES	183,834			—				—				183,834
NET LOSS	$	(609,697	)	$	417,066			$	(5,448	)		$	(198,079	)
NET INCOME (LOSS) ALLOCATED TO:
CLASS A LIMITED PARTNERS	$	(842,058	)	$	707,316			$	(16,141	)		$	(150,883	)
CLASS B LIMITED PARTNERS	$	232,361		$	(290,250	)		$	10,693			$	(47,196	)
NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:
CLASS A	$	(0.35	)	$	0.29			$	(0.01	)		$	(0.07	)
CLASS B	$	0.83		$	(1.03	)		$	0.04			$	(0.16	)
WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:
CLASS A	2,431,790											2,431,790
CLASS B	281,101											281,101

(a) Historical financial information has been obtained from the Registrant's annual report on Form 10-K for the year ended December 31, 2010.

(b) Reflects an adjustment to equity in loss of Fund IX-X-XI-REIT Associates earned by the Registrant related to the Avaya Building for the year ended December 31, 2010. The pro forma adjustment represents the Registrant's pro rata share of gain on sale, rental revenues, less operating expenses, management and leasing fees, depreciation, amortization and administrative costs.

(c) Reflects an adjustment to equity in loss of Fund IX-X-XI-REIT Associates earned by the Registrant related to the 360 Interlocken Building for the year ended December 31, 2010. The pro forma adjustment represents the Registrant's pro rata share of rental revenues, less operating expenses, management and leasing fees, depreciation, amortization, impairment loss and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the 360 Interlocken Building if the transaction had occurred on January 1, 2010.

(d) Reflects an adjustment to equity in loss of Fund X-XI Associates earned by the Registrant related to the 47300 Kato Road Building for the year ended December 31, 2010. The pro forma adjustment represents the Registrant's pro rata share of rental revenues, less operating expenses, management and leasing fees, depreciation and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the 47300 Kato Road Building if the transaction had occurred on January 1, 2010.

F-4

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