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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2003



OR



| ̈ |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period
from to



Commission file number 0-25606



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WELLS REAL ESTATE FUND VII, L.P.

(Exact name of registrant as specified in
its charter)



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|Georgia                                                        |  | 58-2022629                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|6200 The Corners Pkwy.,Norcross, Georgia                       |  | 30092                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             
|                                                               | 
|Registrants telephone number, including area code             |  | (770) 449-7800                         



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(Former name, former address, and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes x    No ̈



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##### Table of Contents

FORM 10-Q



WELLS REAL ESTATE FUND VII,
L.P.

(A Georgia Public Limited Partnership)



TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                         |  | Page No.
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                      
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                                                    |  |         
|         |  |                       | 
|         |  |                       |  | Balance SheetsJune 30, 2003 (unaudited) and December 31, 2002                                                          |  | 3       
|         |  |                       | 
|         |  |                       |  | Statements of Income for the Three Months and Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)           |  | 4       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Six Months Ended June 30, 2003 (unaudited) and the Year Ended December 31, 2002 |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)                        |  | 6       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                     |  | 7       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 12      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                             |  | 16      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                 |  | 16      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  | 17                                                                                                                     





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WELLS REAL ESTATE FUND VII, L.P.

(A Georgia Public Limited Partnership)



BALANCE SHEETS



|                                                                                                                |  | (unaudited)   |            |                  
|--------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | -----------------
|                                                                                                                |  | June 30, 2003 |            | December 31, 2002
|ASSETS:                                                                                                         |  |               |            |                  
|Investments in Joint Ventures                                                                                   |  | $             | 13,495,165 |                  
|Cash and cash equivalents                                                                                       |  |               | 1,165,309  |                  
|Due from Joint Ventures                                                                                         |  |               | 384,736    |                  
|                                                                                                                |  |               |            |                  
|Total assets                                                                                                    |  | $             | 15,045,210 |                  
|                                                                                                                |  |               |            |                  
|LIABILITIES AND PARTNERS CAPITAL:                                                                              |  |               |            |                  
|Liabilities:                                                                                                    |  |               |            |                  
|Partnership distributions payable                                                                               |  | $             | 367,491    |                  
|Accounts payable                                                                                                |  |               | 14,624     |                  
|                                                                                                                |  |               |            |                  
|Total liabilities                                                                                               |  |               | 382,115    |                  
|                                                                                                                |  |               |            |                  
|Partners capital:                                                                                              |  |               |            |                  
|Limited partners:                                                                                               |  |               |            |                  
|Class A2,099,947 units and 2,092,547 units outstanding as of June 30, 2003 and December 31, 2002,
respectively |  |               | 14,663,095 |                  
|Class B318,070 units and 325,470 units outstanding as of June 30, 2003 and December 31, 2002, respectively     |  |               | 0          |                  
|                                                                                                                |  |               |            |                  
|Total partners capital                                                                                         |  |               | 14,663,095 |                  
|                                                                                                                |  |               |            |                  
|Total liabilities and partners capital                                                                         |  | $             | 15,045,210 |                  
|                                                                                                                |  |               |            |                  



See accompanying notes





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WELLS REAL ESTATE FUND VII, L.P.

(A Georgia Public Limited Partnership)



STATEMENTS OF INCOME



|                                                             |  | (unaudited) Three Months Ended |           | (unaudited) Six Months Ended
|------------------------------------------------------------ |  | ------------------------------ | --------- | ----------------------------
|                                                             |  | June 30, 2003                  |           | June 30, 2002               
|REVENUES:                                                    |  |                                |           |                             
|Equity in income of Joint Ventures                           |  | $                              | 270,684   |                             
|Other income                                                 |  |                                | 2,761     |                             
|                                                             |  |                                |           |                             
|                                                             |  |                                | 273,445   |                             
|                                                             |  |                                |           |                             
|EXPENSES:                                                    |  |                                |           |                             
|Partnership administration                                   |  |                                | 23,976    |                             
|Legal and accounting                                         |  |                                | 4,496     |                             
|Other general and administrative                             |  |                                | 2,268     |                             
|                                                             |  |                                |           |                             
|                                                             |  |                                | 30,740    |                             
|                                                             |  |                                |           |                             
|NET INCOME                                                   |  | $                              | 242,705   |                             
|                                                             |  |                                |           |                             
|NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS             |  | $                              | 242,705   |                             
|                                                             |  |                                |           |                             
|NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS               |  | $                              | 0         |                             
|                                                             |  |                                |           |                             
|NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT |  | $                              | 0.12      |                             
|                                                             |  |                                |           |                             
|NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT   |  | $                              | 0.00      |                             
|                                                             |  |                                |           |                             
|CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT           |  | $                              | 0.18      |                             
|                                                             |  |                                |           |                             
|WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                |           |                             
|CLASS A                                                      |  |                                | 2,099,947 |                             
|                                                             |  |                                |           |                             
|CLASS B                                                      |  |                                | 318,070   |                             
|                                                             |  |                                |           |                             



See accompanying notes





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WELLS REAL ESTATE FUND VII, L.P.

(A Georgia Public Limited Partnership)



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2002

AND THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)



|                                   |  | Limited Partners |  | Total Partners Capital |           
|---------------------------------- |  | ---------------- |  | ----------------------- | ----------
|                                   |  | Class A          |  |                         | Class B   
|                                   |  | Units            |  | Amounts                 |           
|BALANCE, December 31, 2001         |  | 2,067,020        |  | $                       | 15,807,751
|Net income                         |  | 0                |  |                         | 803,711   
|Partnership distributions          |  | 0                |  |                         | (1,678,619
|Class B conversion elections       |  | 25,527           |  |                         | 0         
|                                   |  |                  |  |                         |           
|BALANCE, December 31, 2002         |  | 2,092,547        |  |                         | 14,932,843
|Net income                         |  | 0                |  |                         | 464,810   
|Partnership distributions          |  | 0                |  |                         | (734,558  
|Class B conversion elections       |  | 7,400            |  |                         | 0         
|                                   |  |                  |  |                         |           
|BALANCE, June 30, 2003 (unaudited) |  | 2,099,947        |  | $                       | 14,663,095
|                                   |  |                  |  |                         |           



See accompanying notes





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WELLS REAL ESTATE FUND VII, L.P.

(A Georgia Public Limited Partnership)



STATEMENTS OF CASH FLOWS



|                                                                              |  | (unaudited)      |          
|----------------------------------------------------------------------------- |  | ---------------- | ---------
|                                                                              |  | Six Months Ended |          
|                                                                              |  | June 30, 2003    |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |                  |          
|Net income                                                                    |  | $                | 464,810  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                  |          
|Equity in income of Joint Ventures                                            |  |                  | (515,273 
|Changes in assets and liabilities:                                            |  |                  |          
|Accounts payable                                                              |  |                  | (553     
|                                                                              |  |                  |          
|Net cash used in operating activities                                         |  |                  | (51,016  
|                                                                              |  |                  |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |                  |          
|Distributions received from Joint Ventures                                    |  |                  | 981,970  
|                                                                              |  |                  |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |                  |          
|Partnership distributions paid                                                |  |                  | (759,425 
|                                                                              |  |                  |          
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                     |  |                  | 171,529  
|                                                                              |  |                 
|CASH AND CASH EQUIVALENTS, beginning of period                                |  |                  | 993,780  
|                                                                              |  |                  |          
|CASH AND CASH EQUIVALENTS, end of period                                      |  | $                | 1,165,309
|                                                                              |  |                  |          
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                               |  |                  |          
|Due from Joint Ventures                                                       |  | $                | 384,736  
|                                                                              |  |                  |          
|Partnership distributions payable                                             |  | $                | 367,491  
|                                                                              |  |                  |          



See accompanying notes





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WELLS REAL ESTATE FUND VII, L.P.

(A Georgia Public Limited Partnership)



CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 (UNAUDITED)



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



(a) Organization and Business



Wells Real Estate Fund VII, L.P. (the Partnership) is a public limited partnership organized on December 1, 1992 under the laws of the
state of Georgia. The general partners are Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia non-public limited partnership (the General Partners). Upon subscription, limited partners elect to have their
units treated as either Class A units or Class B units. Limited partners have the right to change their prior elections to have some or all of their units treated as Class A or Class B units one time during each quarterly accounting period.
Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment objectives of the Partnership, and (c) remove a General Partner. A majority vote on
any of the above-described matters will bind the Partnership without the concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of class.



On April 6, 1994, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B limited partnership units
pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership terminated its offering on January 5, 1995 upon receiving gross proceeds of $24,180,174 representing subscriptions for approximately 1,678,810
Class A units and 739,207 Class B units held by 1,591 and 319 limited partners, respectively.



The Partnership owns interests in all of its real estate assets through Joint Ventures with other Wells Real Estate Funds. As of June 30, 2003, the Partnership owned interests in the following eight properties through
the affiliated Joint Ventures (the Joint Ventures) listed below:



|Joint Venture                                                          |  | Joint Venture Partners                                                                                   |  | Properties                                                                                                                                                                            
|---------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      
|Fund II, III, VI, and VII Associates (Fund II-III-VI-VII Associates) |  |   Fund II and III Associates*   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.    |  | 1. Holcomb Bridge Property An office/retail center located in Roswell, Georgia                                                                                                        
|                                                                      
|Fund V, Fund VI, and Fund VII Associates (Fund V-VI-VII Associates)  |  |   Wells Real Estate Fund V, L.P.   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P. |  | 2. Marathon Building A three-story office building located in Appleton, Wisconsin                                                                                                     
|                                                                      
|Fund VI and Fund VII Associates (Fund VI-Fund VII Associates)        |  |   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.                                   |  | 3. Stockbridge Village III Two retail buildings located in Stockbridge, Georgia 
4. Stockbridge Village I Expansion A retail shopping center expansion located in Stockbridge, Georgia
|                                                                      



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|Joint Venture                                                              |  | Joint Venture Partners                                                                                      |  | Properties                                                                                                                                                 
|-------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                          
|Fund VI, Fund VII and Fund VIII Associates (Fund VI-VII-VIII Associates) |  |   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.   Wells Real Estate Fund VIII, L.P. |  | 5. BellSouth Building A four-story office building located in Jacksonville, Florida  6. Tanglewood Commons A retail center in Clemmons, North Carolina     
|                                                                          
|Fund VII and Fund VIII Associates (Fund VIIFund VIII Associates)        |  |   Wells Real Estate Fund VII, L.P.   Wells Real Estate Fund VIII, L.P.                                    |  | 7. Hannover Center A retail center located in Stockbridge, Georgia  8. CH2M Hill at Gainesville Property An office building located in Gainesville, Florida
|                                                                          



|* |  | Fund II-III Associates is a Joint Venture between Fund II and Fund IIOW Associates and Wells Real Estate Fund III, L.P.; Fund II and Fund IIOW Associates is a Joint Venture
between Wells Real Estate Fund II and Wells Real Estate Fund II-OW.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Each of the aforementioned properties was acquired on an all cash basis. For further information regarding the foregoing Joint Ventures and properties, refer to the report filed for the Partnership on Form 10-K for
the year ended December 31, 2002.



On October 1, 2001, Fund I,
II, IIOW, VI and VII Associates, a Joint Venture among the Partnership, Wells Real Estate Fund I, Fund II and IIOW Associates, and Wells Real Estate Fund VI, L.P., sold the Cherokee Commons property to an unrelated third party for a gross sales
price of $8,660,000. The Cherokee Commons property is a retail shopping center located in Cherokee County, Georgia. Fund I, II, II-OW, VI and VII Associates was liquidated during the fourth quarter of 2002, and approximately $886,212 in net sales
proceeds was allocated to the Partnership as a result of this sale.



On October 7, 2002, Fund VI-VII-VIII Associates sold an outparcel of land at Tanglewood Commons to Truliant Federal Credit Union, an unrelated third-party, for a gross sales price of $558,570. The Partnership was allocated approximately
$175,000 in net sales proceeds as a result of this sale.



(b) Basis of Presentation



The financial
statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, in accordance with such rules and
regulations, and do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The quarterly statements have not been examined by
independent auditors. However, in the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for these
periods. Results for interim periods are not necessarily indicative of full year results. For further information, refer to the financial statements and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2002.



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(c) Allocations of Net Income, Net Loss and Gain on Sale



For the purposes of determining allocations per the partnership agreement,
net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations
is distributed to the limited partners holding Class A Units and the General Partners. To the extent the Partnerships net income in any year exceeds net cash from operations; it will be allocated 99% to the limited partners and 1% to the
General Partners.



Net loss, depreciation, and amortization
deductions for each fiscal year are allocated as follows: (a) 99% to the limited partners holding Class B Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then to any partner having a positive balance in
his/her capital account in an amount not to exceed such positive balance; and (c) thereafter to the General Partners.



Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are
distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to a qualified income offset provision in the partnership agreement; (b) allocations to partners having negative capital accounts
until all negative capital accounts have been restored to zero; (c) allocations to Class B limited partners in amounts equal to deductions for depreciation and amortization previously allocated to them with respect to the specific partnership
property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property; and (d) allocations to Class A limited partners and General Partners in amounts equal to the deductions for
depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.



(d) Distribution of Net Cash From Operations



Cash available for distribution, as defined by the partnership agreement, is
distributed to the limited partners quarterly. In accordance with the partnership agreement, distributions are paid first to limited partners holding Class A units until they have received a 10% per annum return on their adjusted Capital
Contributions, as defined. Cash available for distribution is then paid to the General Partners until they have received an amount equal to 10% of distributions. Any remaining cash available for distribution is split between the limited partners
holding Class A units and the General Partners on a basis of 90% and 10%, respectively. No cash distributions will be made to the limited partners holding Class B Units.



(e) Distribution of Sales Proceeds



Upon sales of properties, the net sales proceeds are distributed in the following order:



| |  |  | To limited partners holding units, which at any time have been treated as Class B Units, until they receive an amount necessary to equal the net cash available for distribution
received by the limited partners holding Class A Units
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners, on a per unit basis, until each limited partner has received 100% of his/her adjusted Capital Contributions, as defined
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners until they receive a cumulative 10% per annum return on their adjusted Capital Contributions, as defined
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per unit basis until they receive an amount equal to their respective cumulative limited partner return (defined as the sum of a 10% per annum cumulative
return on net Capital Contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net Capital Contributions for all periods during which the units were treated as Class B Units)
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their Capital Contributions, as defined
| | - |  | ------------------------------------------------------------------------------------------------





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| |  |  | To the General Partners until they have received 100% of their Capital Contributions; in the event that limited partners have received aggregate cash distributions from the
Partnership over the life of their investment in excess of a return of their net Capital Contributions plus their cumulative limited partner return, then the General Partners shall receive an additional sum equal to 25% of such excess
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Thereafter, 80% to the limited partners and 20% to the General Partners
| | - |  | -----------------------------------------------------------------------



2.    INVESTMENT IN JOINT VENTURES



(a) Basis of Presentation



The Partnership owned interests in eight properties as of June 30, 2003 through its ownership in the Joint Ventures. The Partnership does not have control
over the operations of these Joint Ventures; however, it does exercise significant influence. Accordingly, investments in the Joint Ventures are recorded using the equity method of accounting. For further information, refer to the report filed for
the Partnership on Form 10-K for the year ended December 31, 2002.



(b) Summary of Operations



The following
information summarizes the operations of the Joint Ventures in which the Partnership held ownership interests for the three months and six months ended June 30, 2003 and 2002, respectively:



|                                        |  | Total Revenues     |           |               | Net Income         |           | Partnerships Share of Net Income
|--------------------------------------- |  | ------------------ | --------- | ------------- | ------------------ | --------- | ---------------------------------
|                                        |  | Three Months Ended |           |               | Three Months Ended |           | Three Months Ended               
|                                        |  | June 30, 2003      |           | June 30, 2002 |                    |           | June 30, 2003                    
|Fund V-VI-VII Associates                |  | $                  | 242,701   |               | $                  | 243,288   |                                  
|Fund VI-Fund VII Associates             |  |                    | 223,044   |               |                    | 254,401   |                                  
|Fund II-III-VI-VII Associates           |  |                    | 146,284   |               |                    | 202,046   |                                  
|Fund VII-Fund VIII Associates           |  |                    | 318,957   |               |                    | 319,046   |                                  
|Fund VI-VII-VIII Associates             |  |                    | 704,521   |               |                    | 676,933   |                                  
|Fund I, II, IIOW, VI and VII Associates |  |                    | 0         |               |                    | 26,952    |                                  
|                                        |  |                    |           |               |                    |           |                                  
|                                        |  | $                  | 1,635,507 |               | $                  | 1,722,666 | (1)                              
|                                        |  |                    |           |               |                    |           |                                  



|(1) |  | Amounts have been restated to reflect tenant reimbursements of $259,903 as revenues for the three months ended June 30, 2002, which has no impact on net income.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                        |  | Total Revenues   |           |               | Net Income       |           | Partnerships Share of Net Income
|--------------------------------------- |  | ---------------- | --------- | ------------- | ---------------- | --------- | ---------------------------------
|                                        |  | Six Months Ended |           |               | Six Months Ended |           | Six Months Ended                 
|                                        |  | June 30, 2003    |           | June 30, 2002 |                  |           | June 30, 2003                    
|Fund V-VI-VII Associates                |  | $                | 485,737   |               | $                | 486,819   |                                  
|Fund VI-Fund VII Associates             |  |                  | 455,094   |               |                  | 471,335   |                                  
|Fund II-III-VI-VII Associates           |  |                  | 281,857   |               |                  | 388,128   |                                  
|Fund VII-Fund VIII Associates           |  |                  | 654,974   |               |                  | 661,262   |                                  
|Fund VI-VII-VIII Associates             |  |                  | 1,419,101 |               |                  | 1,399,958 |                                  
|Fund I, II, IIOW, VI and VII Associates |  |                  | 0         |               |                  | 70,278    |                                  
|                                        |  |                  |           |               |                  |           |                                  
|                                        |  | $                | 3,296,763 |               | $                | 3,477,780 | (2)                              
|                                        |  |                  |           |               |                  |           |                                  



|(2) |  | Amounts have been restated to reflect tenant reimbursements of $558,140 as revenues for the six months ended June 30, 2002, which has no impact on net income.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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3.    RECENT ACCOUNTING PRONOUNCEMENTS



In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, which clarifies the application of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, relating to consolidation of
certain entities. FIN 46 requires the identification of the Partnerships participation in variable interest entities (VIEs), which are defined as entities with a level of invested equity that is not sufficient to fund future
activities to permit them to operate on a stand-alone basis, or whose equity holders lack certain characteristics of a controlling financial interest. For entities identified as VIEs, FIN 46 sets forth a model to evaluate potential consolidation
based on an assessment of which party to the VIE, if any, bears a majority of the exposure to its expected losses, or stands to gain from a majority of its expected returns. FIN 46 is effective for all new VIEs created or acquired after January 31,
2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. FIN 46 also sets forth certain disclosures regarding interests in VIEs that
are deemed significant, even if consolidation is not required. As the Joint Ventures do not fall under the definition of VIEs provided above, the Partnership does not believe that the adoption of FIN 46 will result in the consolidation of any
previously unconsolidated entities.



In August 2001, SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets (effective beginning January 1, 2002) was issued. SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived
assets to be disposed of and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. Among other factors, SFAS No. 144 establishes criteria beyond that previously specified
in SFAS No. 121 to determine when a long-lived asset is to be considered held for sale. We believe that the adoption of SFAS No. 144 will not have a significant impact on our financial statements.



4.    RELATED-PARTY TRANSACTIONS



(a) Management and Leasing Fees



Wells Management Company, Inc. (Wells Management), an affiliate
of the General Partners, receives compensation for the management and leasing of the Partnerships properties owned through Joint Ventures equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate
maximum of 6%) plus a separate fee for the one-time lease-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 or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of
the lease term. The properties in which the Partnership owns interests generated management and leasing fees payable to Wells Management of $98,715 and $96,435 for the three months ended June 30, 2003 and 2002, respectively, $187,331 and $195,785
for the six months ended June 30, 2003 and 2002, respectively.



(b) Administration Reimbursements



Wells
Capital, Inc., an affiliate of the General Partners, perform certain administrative services for the Partnership, such as accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are
allocated among the various Wells Real Estate Funds based on time spent on each fund by individual administrative personnel. The Partnership reimbursed $13,803 and $9,421 for the three months ended June 30, 2003 and 2002, respectively, and $27,153
and $18,475 for the six months ended June 30, 2003 and 2002, respectively, to Wells Capital, Inc. and its affiliates for these services and expenses. The Joint Ventures reimbursed $38,118 and $34,318 for the three months ended June 30, 2003 and
2002, respectively, and $72,947 and $60,573 for the six months ended June 30, 2003 and 2002, respectively, to Wells Capital, Inc. and its affiliates for these services and expenses.



(c) Conflicts of Interest



The General Partners of the Partnership are also general partners of other Wells Real Estate Funds. As such, there may exist conflicts of interest where
the General Partners in their capacity as general partners of other Wells Real Estate Funds may be in competition with the Partnership in connection with property acquisitions or for tenants in similar geographic markets.



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|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  | -------------------------------------------------------------------------------------



The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes
thereto.



(a) Forward-Looking Statements



This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects,
amounts of cash distributions anticipated to be distributed to limited partners in the future and certain other matters. Readers of this Report should be aware that there are various factors that may cause actual results to differ materially from
any forward-looking statements made in this Report, including construction costs which may exceed estimates, construction delays, lease-up risks, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund
tenant improvements or other capital expenditures out of operating cash flow or sales proceeds.



(b) Results of Operations



Gross Revenues

Gross revenues
of the Partnership, consisting primarily of equity in income of Joint Ventures (which essentially means the net income of the Joint Ventures in which the Partnership has invested and owns an Equity interest), were $273,445 and $256,258 for the three
months ended June 30, 2003 and 2002, respectively, and $519,693 and $489,167 for the six months ended June 30, 2003 and 2002, respectively. The 2003 increase from 2002 resulted primarily from the corresponding increase in equity in income of Joint
Ventures as further described below.



Equity In Income of
Joint Ventures



Gross Revenues of Joint Ventures

Gross revenues of the Joint Ventures decreased in 2003, as compared to 2002, primarily due to (i) the decline in
occupancy of the Holcomb Bridge Property during the first six months of 2003, (ii) a reduction in interest income earned by Fund I, II, IIOW, VI and VII Associates as a result of liquidating this Joint Venture in 2002, and (iii) a decline in rental
income of Stockbridge Village I Expansion due to several rent abatements affected in the first and second quarters of 2003 related to re-leasing.



The decrease in gross revenues of Joint Ventures in which the Partnership holds an interest in 2003, as compared to 2002, was partially
offset by (i) additional 2001 operating expense reimbursement billings to tenants of the BellSouth Building, which were recorded in the second quarter of 2002. Tenants are billed for operating expense reimbursements based on estimates, which are
reconciled in the following calendar year based on actual costs incurred and the terms of the corresponding tenant leases.



Expenses of Joint Ventures

The expenses of the Joint Ventures decreased in 2003, as compared to 2002, primarily due to the following nonrecurring items: (i) the recovery of doubtful accounts receivable, which were collected from tenants of the Holcomb Bridge Property
in 2002, (ii) a decrease in depreciation expense recognized for the Holcomb Bridge Property, as the majority of tenant improvement costs became fully depreciated during the second half of 2002, (iii) reserving doubtful accounts receivable due from
tenants at Hannover during the second quarter of 2002, (iv) a decrease in depreciation expense recognized for the following properties, which became classified as held for sale effective March 18, 2003: Stockbridge Village III, Stockbridge Village I
Expansion, Hannover (see the Contract Obligations and Commitments section to follow for additional information), and (v) HVAC and plumbing repair costs for the BellSouth Building incurred during the first half of 2002.





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Expenses

Total expenses of the Partnership were $30,740 and $21,946 for the three months ended June 30, 2003 and 2002, respectively, and $54,883 and $46,514 for the six months ended June 30, 2003 and 2002, respectively. These
increases primarily are due to an increase in administrative costs incurred partially in response to new regulatory requirements. We anticipate additional increases related to the implementation of the new reporting regulations during the second
half of 2003. Increases in Partnership administration costs are also attributable to the evaluation of various re-leasing and liquidation strategies for the Partnerships portfolio of properties during the first six months of 2003 and are
partially offset by a decrease in legal and accounting fees in connection with changing independent accountants in 2002.



Net Income

As a result, net
income of the Partnership was $242,705 and $234,312 for the three months ended June 30, 2003 and 2002, respectively, and $464,810 and $442,653 for the six months ended June 30, 2003 and 2002, respectively.



(c) Liquidity and Capital Resources



Cash Flows From Operating Activities

Net cash flows from operating activities were relatively stable at $(51,016) and $(49,679) for the six months ended June 30, 2003 and 2002, respectively.



Cash Flows From Investing Activities

Net cash flows from investing activities were $981,970 and $965,020 for the six months ended June 30, 2003 and 2002, respectively. Cash provided by
investing activities increased in 2003 from 2002 primarily due to the receipt of net sales proceeds from Fund VI-VII-VIII Associates in January 2003 for the sale of an outparcel of land at Tanglewood Commons on October 7, 2002, which was partially
offset by a decline in distributions received from Fund II-III-VI-VII Associates and Fund VI-VII Associates as a result of the decline in occupancy of the Holcomb Bridge Property, Stockbridge Village III and Stockbridge Village I Expansion.



Cash Flows From Financing Activities

Net cash flows from financing activities were $(759,425) and $(892,108) for the six months ended June 30, 2003 and 2002, respectively. Cash used by
financing activities decreased in 2003, as compared to 2002, primarily as a result of the Partnership reserving a portion of operating and investing cash flows in order to fund tenant improvements and releasing costs for the Holcomb Bridge Property
during 2003.



Distributions

The Partnership declared distributions to the limited partners holding Class A units of $0.18 per unit and $0.21 per unit for the quarters ended June 30,
2003 and 2002, respectively. The 2003 decrease from 2002 resulted from the decline in cash flows used for financing activities described above. Such distributions have been made from net cash from operations and distributions received from
investments in Joint Ventures. Distributions accrued for the second quarter of 2003 to the limited partners holding Class A Units were paid in August 2003. No cash distributions were made to the limited partners holding Class B Units.



Prior to the closing of the Stockbridge property sales described in the
Contracts Obligations and Commitments section to follow, the General Partners anticipate that future operating cash distributions to the limited partners holding Class A Units may decrease in the near term in order to fund tenant improvement and
leasing costs for the Holcomb Bridge Property and capital improvements anticipated for CH2M Hill.



Sales Proceeds

Rather than
distributing net sales proceeds to the limited partners, the Partnerships share of the net proceeds generated from the sales of the Cherokee Commons Property and the outparcel of land at Tanglewood Commons will be held in reserve as the
General Partners continue to evaluate the projected capital needs of the Partnerships investments, as well as the impact to the limited partners of the potential investment in an



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expansion of Tanglewood Commons. Upon completing such evaluation, the General Partners anticipate distributing the unused portion of the reserves to the
partners in accordance with the terms of the partnership agreement during 2003.



Capital Resources

The Partnership is an investment vehicle formed for the purpose of
acquiring, owning and operating income-producing real properties and has invested all of its funds available for investment. Accordingly, it is unlikely that the Partnership will acquire interests in any additional properties. During the fourth
quarter of 2002, American Trust Bancorp entered into a 10-year lease agreement for approximately 13,000 square feet of the Holcomb Bridge Property at an estimated cost of $207,000 for tenant improvements and leasing costs. In connection therewith,
Fund II-III-VI-VII Associates has funded approximately $40,000 of leasing costs in the second quarter of 2003 and anticipates funding tenant improvements and leasing costs of approximately $167,000 during the third quarter of 2003, of which
approximately $84,000 would be attributable to the Partnership.



Contract Obligations and Commitments

On March 18, 2003, four Wells affiliated Joint Ventures (collectively, the
Seller, defined below) entered into an agreement (the Agreement) to sell five real properties (the Sale Properties, defined below) located in Stockbridge, Georgia to an unrelated third-party (the
Purchaser) for a gross sales price of $23,750,000. Contemporaneously with the Purchasers execution and delivery of the Agreement to the Seller, the Purchaser paid a fully refundable earnest money deposit of $250,000 to the
designated escrow agent. This transaction is currently subject to an extended due diligence period of 150 days, during which the Purchaser has the right to terminate the Agreement. Accordingly, there are no assurances that this sale will close.



|(Collectively, the Seller) The Joint Ventures |  | Joint Venture Partners                                                   |  | Sale Properties                                                                                                                                                                       
|----------------------------------------------- |  | ------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                               
|Fund III-IV Associates                          |  |   Wells Real Estate Fund III, L.P.   Wells Real Estate Fund IV, L.P.   |  | 1. Stockbridge Village Center A retail shopping center located in Stockbridge, Georgia                                                                                                
|                                               
|Fund V-VI Associates                            |  |   Wells Real Estate Fund V, L.P.   Wells Real Estate Fund VI, L.P.     |  | 2. Stockbridge Village II Two retail buildings located in Stockbridge, Georgia                                                                                                        
|                                               
|Fund VI-VII Associates                          |  |   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.   |  | 3. Stockbridge Village I Expansion A retail shopping center expansion located in Stockbridge, Georgia  4. Stockbridge Village III Two retail buildings located in Stockbridge, Georgia
|                                               
|Fund VII-VIII Associates                        |  |   Wells Real Estate Fund VII, L.P.   Wells Real Estate Fund VIII, L.P. |  | 5. Hannover Center A retail center located in Stockbridge, Georgia                                                                                                                    
|                                               





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(d) Related Party Transactions



The Partnership and its Joint Ventures have entered into agreements with Wells Capital, L.P. and its affiliates, whereby the
Partnership or its Joint Ventures pay certain fees or reimbursements to Wells Partners, L.P. or its affiliates (e.g. property management and leasing fees, administrative salary reimbursements, etc.). See Note 4 to the Partnerships financial
statements included in this report for a discussion of the various related party transactions, agreements, and fees.



(e) Inflation



The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. Most tenant
leases include provisions designed to protect the lessor from the impact of inflation and other increases in costs and operating expenses, including common area maintenance, real estate tax and insurance reimbursements from tenants either on a per
square foot basis, or above a certain allowance per square foot annually. In addition, a number of the Partnerships leases are for remaining terms of less than five years, which may allow the Partnership to enter into new leases at higher base
rental rates in the event that market rental rates rise above the existing lease rates. There is no assurance, however, that the Partnership would be able to replace existing leases with new leases at higher base rental rates.



(f) Application of Critical Accounting Policies



The Partnerships accounting policies have been established to conform
with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If managements judgment or interpretation of the
facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied; thus, resulting in a different presentation of the financial statements. Additionally, other
companies may utilize different estimates that may impact comparability of the Partnerships results of operations to those of companies in similar businesses.



Below is a discussion of the accounting policies that management considers to be critical in that they may require complex
judgment in their application or require estimates about matters that are inherently uncertain. Additional discussion of accounting policies that management considers to be significant, including further discussion of the critical accounting
policies described below, is presented in Note 1 to the Partnerships financial statements included in this report.



Investment in Real Estate Assets

Management is required to make subjective assessments as to the useful lives of its depreciable assets. Management considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a
direct impact on net income. The estimated useful lives of the Joint Ventures assets by class are as follows:



|Building              |  | 25 years   
|--------------------- |  | -----------
|Building improvements |  | 10-25 years
|Land improvements     |  | 20-25 years
|Tenant improvements   |  | Lease term 



In the event that
management uses inappropriate useful lives or methods for depreciation, the Partnerships net income would be misstated.



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Valuation of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which the
Partnership has an ownership interest, either directly or through investments in Joint Ventures, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be
recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the
asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value and recognizes an impairment loss. Management has
determined that there has been no impairment in the carrying value of real estate assets held by the Partnership to date.



Projections of expected future cash flows requires management to estimate future market rental income amounts subsequent to the expiration of current
lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property, and the number of years the property is held for investment. The use of inappropriate assumptions in the future cash flow analysis
would result in an incorrect assessment of the propertys future cash flows and fair value, and could result in the overstatement of the carrying value of real estate assets held by the Joint Ventures and net income of the Partnership.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



Since the Partnership does not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, it is not subject to
risks relating to interest rates, foreign current exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.



ITEM 4.    CONTROLS AND PROCEDURES



The Partnership carried out an evaluation, under the supervision and with the participation of management of Wells Capital, Inc., the corporate general partner of one of the General Partners of the Partnership,
including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures as of the end of the period covered by this report pursuant to
the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnerships disclosure controls and procedures were effective.



There were no significant changes in the Partnerships internal controls
over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)



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PART II.    OTHER INFORMATION



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | The Exhibits to this report are set forth on Exhibit Index to Second Quarter Form 10-Q attached hereto.
|--- |  | -------------------------------------------------------------------------------------------------------



|(b) |  | No reports on Form 8-K were filed during the second quarter of 2003.
|--- |  | --------------------------------------------------------------------



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



|               |  |  |  | WELLS REAL ESTATE FUND VII, L.P. (Registrant)
|-------------- |  |  |  | ---------------------------------------------
|               |  |  | 
|               |  |  |  |                                              
|               |  |  |  |                                              
|               |  |  | 
|               |  |  |  |                                              
|               |  |  |  |                                              
|               |  | 
|August 8, 2003 |  |  |  | /s/    LEO F. WELLS,
III                     
|               |  |  |  |                                              
|               |  | 
|August 8, 2003 |  |  |  | /s/    DOUGLAS P.
WILLIAMS                   
|               |  |  |  |                                              



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EXHIBIT INDEX

TO SECOND QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VII, L.P.



|Exhibit No. |  | Description                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002



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