~~Index~~SECURITIES toAND ~~Financial~~EXCHANGE ~~Statements~~COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~DC ~~EXCHANGE~~20549 ~~COMMISSION~~

~~WASHINGTON,~~FORM DC8-K ~~20549~~

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE

~~PURSUANT~~SECURITIES TOEXCHANGE ~~SECTION~~ACT ~~13 OR 15(d)~~ OF ~~THE~~1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) February 4, 2008

~~Date~~Wells ofReal ~~Report~~Estate ~~(Date~~Fund ofI ~~earliest event reported) January 25, 2007~~

~~Wells~~(Exact ~~Real~~Name ~~Estate~~of ~~Fund~~Registrant I as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)

Georgia

0-14463

58-1565512

(State or Other Jurisdiction of
Incorporation)

(Commission File

Number)

(IRS Employer Identification No.)

Georgia	0-14463	58-1565512
6200 The Corners Parkway, Norcross, Georgia	30092-3365
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

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

~~Registrant’s~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code:~~Since ~~(770~~Last Report) ~~449-7800~~

N/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 (see General Instruction A.2. below):

~~(Former~~[] ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address, if~~to ~~Changed~~Rule ~~Since~~425 ~~Last~~under ~~Report)~~the Securities Act (17 CFR 230.425)

~~Check~~[] ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

¨[] ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

¨[] ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

¨Item ~~Pre-commencement~~7.01. ~~communications~~Regulation ~~pursuant~~FD ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Disclosure

¨On ~~Pre-commencement~~or about ~~communications~~February 4, ~~pursuant~~2008, toWells ~~Rule~~Real ~~13e-4~~Estate Fund I (cthe “Registrant”) ~~under~~sent ~~the~~a ~~Exchange~~letter to pension plan trustees and IRA custodians providing 2007 annual estimated valuations in order for such pension plan trustees and custodians to comply with certain Employee Retirement Income Security Act (17“ERISA”) ~~CFR~~and ~~240~~other requirements to report the value of the assets held in their respective plans or accounts on an annual basis.~~13e~~ A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-~~4(c))~~K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

~~Index~~Item to8.01. ~~Financial~~Other ~~Statements~~Events

~~Item 2~~Because fiduciaries of retirement plans subject to ERISA and IRA custodians are required to determine and report the value of the assets held in their respective plans or accounts on an annual basis, the general partners of the Registrant are required under the partnership agreement to report estimated unit values to the limited partners each year in the Registrant’s annual report on Form 10-K.01 The methodology to be utilized for determining such estimated unit values under the partnership agreement requires the general partners to estimate the amount a unit holder would receive assuming that the Registrant’s properties were sold at their estimated fair market values as of the end of the Registrant’s fiscal year and the proceeds therefrom (without any reduction for selling expenses) plus the amount of net sales proceeds held by Registrant at year-end from previous property sales were distributed to the limited partners in liquidation. ~~Disposition~~The estimated unit valuations are intended to be an estimate of ~~Assets~~the distributions that would be made to limited partners who purchased their units directly from the Registrant in the Registrant’s original public offering of units.

~~Disposition~~The general partners of ~~Black~~the ~~Oak~~Registrant ~~Plaza~~recently completed their estimated unit valuations as of December 31, 2007. Since the last of the Registrant’s properties was sold in 2007, these valuations are based entirely on the amount of net sales proceeds held at year-end, reduced by the estimated amount of an anticipated indemnification obligation to the general partners under the partnership agreement resulting from certain litigation involving the Registrant. Utilizing the foregoing methodology, the general partners of the Registrant have estimated the Registrant’s unit valuations to be approximately $19.01 per Class “A” Unit and $0.00 per Class “B” Unit as of December 31, 2007. These estimates should not be viewed as an accurate reflection of the value of the limited partners’ units, or what limited partners might be able to sell their units for. There is no established public trading market for the Registrant’s limited partnership units, and it is not anticipated that a public trading market for the units will ever develop.

OnThe ~~January 25~~valuations performed by the general partners are estimates only, ~~2007~~and are based on a number of assumptions which may not be accurate or complete and may or may not be applicable to any specific limited partnership units. These estimated valuations assume, ~~Wells~~and ~~Real~~are ~~Estate~~applicable ~~Fund~~only Ito, (limited partners who purchased their units directly from the “Registrant”) ~~sold~~in the Registrant’s aoriginal ~~retail~~public ~~shopping~~offering ~~center~~of ~~containing~~units. ~~approximately~~In 69addition,~~000~~ ~~rentable~~these ~~square~~estimated ~~feet~~valuations are not reduced by future operating costs or anticipated dissolution costs and ~~located~~expenses. inFor ~~Knoxville~~these reasons, ~~Tennessee~~the ~~(“Black~~estimated ~~Oak~~unit ~~Plaza”)~~valuations toset ~~Cloverleaf~~forth ~~Village,~~above ~~LLC,~~should annot ~~unaffiliated~~be ~~third~~used by ~~party~~or relied upon by investors, other than fiduciaries of retirement plans and IRA custodians for alimited ~~gross~~ERISA ~~sales~~and ~~price~~IRA ofreporting $3purposes,~~700,000,~~ ~~excluding closing~~as ~~costs.~~any ~~The~~indication ~~Registrant~~of ~~has~~the ~~collected~~fair ~~net~~market ~~sale~~value ~~proceeds~~ of ~~approximately~~their $3units.5 ~~million~~In addition, it should be noted that ERISA plan fiduciaries and ~~recorded~~IRA acustodians ~~gain~~may ofuse ~~approximately~~estimated ~~$0.5 million~~unit valuations obtained from other sources, such as prices paid for the ~~sale~~Registrant’s ofunits ~~Black~~in ~~Oak~~secondary ~~Plaza~~market trades, ~~which~~and that such estimated unit valuations may well be ~~adjusted~~lower asthan ~~additional~~those estimated ~~information~~by ~~becomes~~the ~~available~~general ~~in subsequent~~partners ~~periods~~using the methodology required by the partnership agreement.

~~Item 9.01.~~2 ~~Financial Statements and Exhibits~~

~~(b)~~It ~~Pro~~also ~~Forma~~should ~~Financial~~be ~~Information.~~noted ~~The~~that ~~following~~the ~~pro~~Registrant ~~forma~~has ~~financial~~now ~~statements~~sold all of its properties and that, as properties are sold and the ~~Registrant~~net proceeds from property sales are ~~submitted~~distributed atto limited partners, the ~~end~~resulting value of ~~this~~Registrant’s ~~Current~~limited ~~Report~~partnership onunits ~~Form~~will ~~8-K~~naturally ~~and~~decline. ~~are~~In ~~filed~~considering ~~herewith~~the foregoing estimated unit valuations, it should be noted that the Registrant has previously distributed net sale proceeds in the amount of $165.99 per Class “A” Unit and ~~incorporated~~$4.76 ~~herein~~per byClass ~~reference:~~“B” Unit to its limited partners.

Certain statements contained in this Form 8-K other than historical facts may be considered forward-looking statements within the meaning ~~Unaudited~~of ~~Pro~~Section 27A ~~Forma~~of ~~Financial~~the ~~Statements~~Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about future performance and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that this report is filed with the Securities and Exchange Commission. Neither the Registrant nor the general partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 8-K. This is neither an offer nor a solicitation to purchase securities.

Summary of Unaudited Pro Forma Financial Statements		F-1
Pro Forma Balance Sheet as of September 30, 2006		F-2
Pro Forma Statement of Operations for the nine months ended September 30, 2006		F-3
Pro Forma Statement of Operations for the year ended December 31, 2005		F-4

Item 9.01.

Financial Statements and Exhibits

Exhibit

Number

Exhibit Title

99.1

Letter to custodian or pension plan trustee dated January 31, 2008

~~Index~~3 ~~to Financial Statements~~

SIGNATURES

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 I
	(Registrant)
	By:	Wells CAPITAL, INC.
		General Partner
		By:	/s/ Douglas P. Williams
			Douglas P. Williams
			Senior Vice President
Date: January 31, 2007


WELLS REAL ESTATE FUND I (Registrant)

By:		/s/ Douglas P. Williams
		Douglas P. Williams Senior Vice President of Wells Capital, Inc., general partner of the Registrant

3Date: February 4, 2008

~~Index~~4 ~~to Financial Statements~~

~~WELLS~~INDEX ~~REAL~~TO ~~ESTATE~~EXHIBIT ~~FUND I~~

(A Georgia Public Limited Partnership)

Exhibit

Number

Exhibit Title

99.1

Letter to custodian or pension plan trustee dated January 31, 2008

~~SUMMARY~~5 ~~OF UNAUDITED~~

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 I (the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2005, and in its quarterly report filed on Form 10-Q for the nine months ended September 30, 2006.

The following unaudited pro forma balance sheet as of September 30, 2006 has been prepared to give effect to the January 25, 2007 sale of Black Oak Plaza and the November 6, 2006 sale of Paces Pavilion as if the dispositions and distribution of net sale proceeds therefrom had occurred on September 30, 2006. Black Oak Plaza and Paces Pavilion are 100% owned by the Registrant.

The following unaudited pro forma statements of operations for the year ended December 31, 2005 and nine months ended September 30, 2006 have been prepared to give effect to the sales of the remaining office portion of Heritage Place and Paces Pavilion (collectively, the “Prior Dispositions”) and Black Oak Plaza as if the dispositions occurred on January 1, 2005. Fund I and Fund II Tucker sold the remaining office portion of Heritage Place on May 10, 2006. The Registrant holds an equity interest of approximately 51.9% in Fund I and Fund II Tucker, a joint venture between the Registrant and Fund II and Fund II-OW. Fund II and Fund II-OW is a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II-OW.

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 Prior Dispositions and Black Oak Plaza had been consummated as of January 1, 2005. Specifically, the accompanying pro forma statements of operations do not include the Registrant’s portion of the non-recurring gains or losses that would have been recognized if the aforementioned property sales had occurred on January 1, 2005.

F-1

Index to Financial Statements

WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2006

(Unaudited)

			Pro Forma Adjustments
	Historical(a)		PacesPavilion			Black Oak Plaza			Pro Forma Total
ASSETS:
Real estate assets, at cost:
Land	$	737,770	$	0		$	(737,770	)	$	0
Building and improvements, less accumulated depreciation of $3,622,521 as of September 30, 2006		2,187,647		0			(2,187,647	)		0
Assets held for sale, net		2,077,525		(2,077,525	)(b)		0			0
Total real estate assets		5,002,942		(2,077,525	)		(2,925,417	)		0
Investment in joint ventures		6,047		0			0			6,047
Cash and cash equivalents		5,736,022		4,070,042	(c)		3,468,816	(c)		13,274,880
Tenant receivables, net		122,647		0			(35,365	)		87,282
Deferred leasing costs, less accumulated amortization of $33,132 as of September 30, 2006		68,499		0			(68,499	)		0
Other assets		82,680		(33,778	)(d)		(20,043	)(d)		28,859
Other assets held for sale, net		179,523		(179,523	)(e)		0			0
Total assets	$	11,198,360	$	1,779,216		$	419,492		$	13,397,068
LIABILITIES AND PARTNERS’ CAPITAL:
Liabilities:
Accounts payable, accrued expenses, and refundable security deposits	$	115,294	$	(33,778	)(d)	$	(20,043	)(d)	$	61,473
Accrued capital expenditures		25,744		0			0			25,744
Due to affiliates		13,291		0			0			13,291
Deferred income		20,350		0			0			20,350
Total liabilities		174,679		(33,778	)		(20,043	)		120,858
Partners’ capital:
Limited partners:
Class A – 98,716 units outstanding		11,023,091		1,072,822	(f)		256,898	(f)		12,352,811
Class B – 42,568 units outstanding		0		740,172	(f)		182,637	(f)		922,809
General partners		590		0			0			590
Total partners’ capital		11,023,681		1,812,994			439,535			13,276,210
Total liabilities and partners’ capital	$	11,198,360	$	1,779,216		$	419,492		$	13,397,068

(a) Historical financial information has been obtained from the Registrant’s quarterly report filed on Form 10-Q as of September 30, 2006.

(b) Reflects the basis in land, building, and improvements as of September 30, 2006.

(d) Reflects refundable security deposits

(e) Reflects deferred rent receivable and unamortized deferred leasing costs.

(f) Reflects the Registrant’s pro forma gains allocated from the respective property sales. The allocation of gain between classes of limited partners is made in accordance with the terms of the Registrant’s partnership agreement.

F-2

Index to Financial Statements

WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(Unaudited)

	Historical(a)			Pro Forma Adjustments
				PriorDispositions			Black Oak Plaza			Pro FormaTotal
REVENUES:
Rental income	$	316,826		$	0		$	(316,826	)(b)	$	0
Tenant reimbursements		129,500			0			(129,500	)		0
Interest and other income		173,673			0			(319	)		173,354
Total revenues		619,999			0			(446,645	)		173,354
EXPENSES:
Property operating costs		173,469			0			(173,469	)		0
Management and leasing fees		21,769			0			(21,769	)(c)		0
Depreciation		121,712			0			(121,712	)(d)		0
Amortization		9,059			0			(9,059	)(e)		0
Lease termination expense		2,133			0			(2,133	)		0
Legal and accounting		221,756			0			(13,086	)		208,670
Partnership administration		138,181			0			0			138,181
Bad debt expense		42,428			0			(42,428	)		0
Total expenses		730,507			0			(383,656	)		346,851
LOSS FROM REAL ESTATE OPERATIONS		(110,508	)		0			(62,989	)		(173,497	)
EQUITY IN LOSS OF JOINT VENTURE		(435,043	)		431,054	(f)		0			(3,989	)
LOSS FROM CONTINUING OPERATIONS	$	(545,551	)	$	431,054		$	(62,989	)	$	(177,486	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO:
Class A limited partners	$	(545,805	)	$	431,054		$	(62,678	)	$	(177,429	)
Class B limited partners	$	0		$	0		$	0		$	0
General partners	$	254		$	0		$	(311	)	$	(57	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS PER UNIT:
Class A limited partners	$	(5.53	)	$	4.37		$	(0.63	)	$	(1.79	)
Class B limited partners	$	0.00		$	0.00		$	0.00		$	0.00

(a) Historical financial information has been obtained from the Registrant’s quarterly report filed on Form 10-Q as of September 30, 2006.

(b) Rental income is recognized on a straight-line basis.

(c) Management and leasing fees are generally calculated at 6% of rental income and tenant reimbursement upon the collection thereof.

(d) Depreciation expense is recognized on a straight-line basis over a 40-year life for building assets, a 20-year life for land improvement assets, and lives ranging from 5-25 years for building improvements, and the shorter of lease term or economic life for tenant improvement assets.

(e) Amortization expense is recognized on a straight-line basis over the terms of the respective leases to which the corresponding deferred leasing costs relate.

(f) Reflects the reduction of equity in loss of Fund I and Fund II Tucker earned by the Registrant related to Heritage Place for the nine months ended September 30, 2006. The pro forma adjustment primarily results from rental revenues, less operating expenses, management and leasing fees, depreciation, and amortization allocable to the Registrant.

F-3

Index to Financial Statements

WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(Unaudited)

	Historical(a)			Pro Forma Adjustments
				PriorDispositions			Black Oak Plaza			Pro FormaTotal
REVENUES:
Rental income	$	1,023,591		$	(589,904	)(b)	$	(433,687	)(b)	$	0
Reimbursement income		122,343			(26,778	)		(95,565	)		0
Interest and other income		122,752			(46	)		(1,068	)		121,638
Total revenues		1,268,686			(616,728	)		(530,320	)		121,638
EXPENSES:
Property operating costs		428,816			(252,767	)		(172,326	)		3,723
Depreciation		266,931			(112,302	)(c)		(154,629	)(c)		0
Amortization		53,873			(43,664	)(d)		(10,209	)(d)		0
Legal and accounting		238,056			(9,233	)		(19,299	)		209,524
Partnership administration		208,077			(377	)		0			207,700
Management and leasing fees		67,745			(36,857	)(e)		(30,888	)(e)		0
Bad debt expense		6,055			0			(6,055	)		0
Total expenses		1,269,553			(455,200	)		(393,406	)		420,947
LOSS FROM REAL ESTATE OPERATIONS		(867	)		(161,528	)		(136,914	)		(299,309	)
EQUITY IN LOSS OF JOINT VENTURE		(31,787	)		29,224	(f)		0			(2,563	)
LOSS FROM CONTINUING OPERATIONS	$	(32,654	)	$	(132,304	)	$	(136,914	)	$	(301,872	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO LIMITED PARTNERS:
Class A	$	(138,790	)	$	(107,555	)	$	(94,872	)	$	(341,217	)
Class B	$	106,136		$	(24,749	)	$	(42,042	)	$	39,345
NET INCOME (LOSS) FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
Class A	$	(1.41	)	$	(1.09	)	$	(0.96	)	$	(3.46	)
Class B	$	2.49		$	(0.58	)	$	(0.99	)	$	0.92

(a) Historical financial information has been obtained from the Registrant’s annual report on Form 10-K for the year ended December 31, 2005.

(b) Rental income is recognized on a straight-line basis.

(c) Depreciation expense is recognized on a straight-line basis over a 40-year life for building assets, a 20-year life for land improvement assets, and lives ranging from 5-25 years for building improvements, and the shorter of lease term or economic life for tenant improvement assets.

(d) Amortization expense is recognized on a straight-line basis over the terms of the respective leases to which the corresponding deferred leasing costs relate.

(e) Management and leasing fees are generally calculated at 6% of rental income and tenant reimbursement upon the collection thereof.

(f) Reflects the reduction of equity in loss of Fund I and Fund II Tucker earned by the Registrant related to Heritage Place for the year ended December 31, 2005. The pro forma adjustment primarily results from rental revenues, less operating expenses, management and leasing fees, depreciation, and amortization allocable to the Registrant.

F-4

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