RULE 424(B)(3)
                                                              FILE NO. 333-32099

                   WELLS REAL ESTATE INVESTMENT TRUST, INC.

           SUPPLEMENT NO. 5 DATED DECEMBER 14, 1998 TO THE PROSPECTUS
                            DATED JANUARY 30, 1998


  This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998,
as supplemented and amended by Supplement No. 1 dated April 20, 1998, Supplement
No. 2 dated June 30, 1998, Supplement No. 3 dated August 12, 1998, and
Supplement No. 4 dated November 1, 1998 (the "Prospectus").  Unless otherwise
defined herein, capitalized terms used in this Supplement shall have the same
meanings as set forth in the Prospectus.

  The purpose of this Supplement is to describe the following:

        (i) The status of the offering of shares of common stock in Wells Real
Estate Investment Trust, Inc. (the "Company"); and

        (ii) Revisions to the "INVESTOR SUITABILITY STANDARDS" and "PLAN OF
DISTRIBUTION" sections of the Prospectus.

STATUS OF THE OFFERING

  Pursuant to the Prospectus, the offering of shares in the Company began on
January 30, 1998.  The Company began its operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000 (125,000
shares).  As of November 30, 1998, the Company had raised a total of $27,119,000
in offering proceeds (2,711,900 shares).

INVESTOR SUITABILITY STANDARDS

  The information contained on page 15 in the "INVESTOR SUITABILITY STANDARDS"
section of the Prospectus, as amended in Supplement No. 1 to the Prospectus, is
revised and amended as of the date of this Supplement by the deletion of the
fourth full paragraph of that section and the insertion of the following
paragraph in lieu thereof:

        The minimum purchase is 100 shares ($1,000) (except in certain states
     and as otherwise described below). No transfers will be permitted of less
     than the minimum required purchase, nor (except in very limited
     circumstances) may an investor transfer, fractionalize or subdivide such
     shares so as to retain less than such minimum number thereof. For purposes
     of satisfying the minimum investment requirement for Retirement Plans,
     unless otherwise prohibited by state law, a husband and wife may jointly
     contribute funds from their separate Individual Retirement Accounts
     ("IRAs"), provided that each such contribution is made in increments of at
     least $100. It should be noted, however, that an investment in the Company
     will not, in itself, create a Retirement Plan for any investor and that in
     order to create a Retirement Plan, an investor must comply with all
     applicable provisions of the Code. Except in Maine, Minnesota and
     Washington, investors who have satisfied the minimum purchase requirements
     and have purchased units in Prior Wells Public Programs or units or shares
     in other public real estate programs may purchase less than the minimum
     number of shares set forth above, but in no event less than 2.5 shares
     ($25). The minimum purchase for New York investors is 250 shares ($2,500);
     however, the minimum investment for New York IRAs is 100 shares ($1,000).
     After an investor has purchased the minimum investment, any additional
     investments must be made in increments of at least 2.5 shares ($25), except
     for (i) those made by investors in Maine, who must still meet the minimum
     investment requirement for Maine residents of $1,000 for IRAs and $2,500
     for non-IRAs, (ii) purchases of shares pursuant to the Reinvestment Plan or
     reinvestment plans of other public real estate programs, which may be in
     lesser amounts, and (iii) the minimum purchase requirement for Minnesota
     investors other than IRAs and Qualified Plans of 250 shares ($2,500), and
     the minimum purchase requirement for Minnesota IRAs and Qualified Plans of
     200 shares ($2,000).

 
PLAN OF DISTRIBUTION

  The information contained on page 74 in the "PLAN OF DISTRIBUTION" section of
the Prospectus is revised as of the date of this Supplement by the deletion of
the fourth full paragraph on that page and the insertion of the following
paragraph in lieu thereof:

        Payment for shares should be made by check payable to "NationsBank,
     N.A., as Escrow Agent." Subscriptions will be effective only upon
     acceptance by the Company, and the Company reserves the right to reject any
     subscription in whole or in part. In no event may a subscription for shares
     be accepted until at least five business days after the date the subscriber
     receives this Prospectus. Each subscriber will receive a confirmation of
     his purchase. Except for purchases pursuant to the Reinvestment Plan or
     reinvestment plans of other public real estate programs, all accepted
     subscriptions will be for not less than 100 shares ($1,000). See "Investor
     Suitability Standards." Except in Maine, Minnesota and Washington,
     investors who have satisfied the minimum purchase requirement and have
     purchased units in Prior Wells Public Programs or units or shares in other
     public real estate programs may purchase less than the minimum number of
     shares discussed above, provided that such investors purchase a minimum of
     2.5 shares ($25). After investors have satisfied the minimum purchase
     requirement, minimum additional purchases must be in increments of at least
     2.5 shares ($25), except for purchases pursuant to the Reinvestment Plan or
     reinvestment plans of other public real estate programs.


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