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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 March 31,
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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FORM 10-Q



WELLS REAL
ESTATE FUND VII, L.P.



(A Georgia Public
Limited Partnership)



INDEX



|         |  |                       |  |                                                                                                                            |  | Page No.
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | --------
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                           
|        
|         |  | Item 1.               |  | Financial Statements                                                                                                       |  |         
|        
|         |  |                       |  | Balance SheetsMarch 31, 2003 (unaudited) and December 31, 2002                                                            |  | 3       
|        
|         |  |                       |  | Statements of Income for the Three Months Ended March 31, 2003 and 2002 (unaudited)                                        |  | 4       
|        
|         |  |                       |  | Statements of Partners Capital for the Three Months Ended March 31, 2003 (unaudited) and the Year Ended December 31, 2002 |  | 5       
|        
|         |  |                       |  | Statements of Cash Flows for the Three Months Ended March 31, 2003 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                                      |  | 13      
|        
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                                |  | 17      
|        
|         |  | Item 4.               |  | Controls and Procedures                                                                                                    |  | 17      
|        
|PART II. |  | OTHER INFORMATION     |  | 18                                                                                                                        





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WELLS REAL
ESTATE FUND VII, L.P.



(A Georgia Public
Limited Partnership)



BALANCE SHEETS



|                                                                                                     |  | (unaudited)    |            |                  
|---------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -----------------
|                                                                                                     |  | March 31, 2003 |            | December 31, 2002
|ASSETS:                                                                                              |  |                |            |                  
|Investments in Joint Ventures                                                                        |  | $              | 13,609,225 |                  
|Cash and cash equivalents                                                                            |  |                | 1,164,961  |                  
|Due from Joint Ventures                                                                              |  |                | 399,969    |                  
|                                                                                                     |  |                |            |                  
|Total assets                                                                                         |  | $              | 15,174,155 |                  
|                                                                                                     |  |                |            |                  
|LIABILITIES AND PARTNERS CAPITAL:                                                                   |  |                |            |                  
|Liabilities:                                                                                         |  |                |            |                  
|Accounts payable                                                                                     |  | $              | 19,203     |                  
|Partnership distributions payable                                                                    |  |                | 367,075    |                  
|                                                                                                     |  |                |            |                  
|Total liabilities                                                                                    |  |                | 386,278    |                  
|                                                                                                     |  |                |            |                  
|Partners capital:                                                                                   |  |                |            |                  
|Limited partners:                                                                                    |  |                |            |                  
|Class A2,097,547 units and 2,092,547 units as of March 31, 2003 and December 31,
2002, respectively |  |                | 14,787,877 |                  
|Class B320,470 units and 325,470 units as of March 31, 2003 and December 31,
2002, respectively     |  |                | 0          |                  
|                                                                                                     |  |                |            |                  
|Total partners capital                                                                              |  |                | 14,787,877 |                  
|                                                                                                     |  |                |            |                  
|Total liabilities and partners capital                                                              |  | $              | 15,174,155 |                  
|                                                                                                     |  |                |            |                  



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
|                                                             |  | March 31, 2003    
|REVENUES:                                                    |  |                   
|Equity in income of Joint Ventures (Note 2)                  |  | $                 
|Other income                                                 |  |                   
|                                                             |  |                   
|                                                             |  |                   
|                                                             |  |                   
|EXPENSES:                                                    |  |                   
|Partnership administration                                   |  |                   
|Legal and accounting                                         |  |                   
|Other general and administrative                             |  |                   
|                                                             |  |                   
|                                                             |  |                   
|                                                             |  |                   
|NET INCOME                                                   |  | $                 
|                                                             |  |                   
|NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS             |  | $                 
|                                                             |  |                   
|NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS               |  | $                 
|                                                             |  |                   
|NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT |  | $                 
|                                                             |  |                   
|NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT   |  | $                 
|                                                             |  |                   
|CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT           |  | $                 
|                                                             |  |                   
|WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                   
|CLASS A                                                      |  |                   
|                                                             |  |                   
|CLASS B                                                      |  |                   
|                                                             |  |                   



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 THREE MONTHS ENDED MARCH 31, 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                |  |                         | 222,105   
|Partnership distributions           |  | 0                |  |                         | (367,071  
|Class B conversion elections        |  | 5,000            |  |                         | 0         
|                                    |  |                  |  |                         |           
|BALANCE, March 31, 2003 (unaudited) |  | 2,097,547        |  | $                       | 14,787,877
|                                    |  |                  |  |                         |           



See
accompanying notes.



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WELLS REAL
ESTATE FUND VII, L.P.



(A Georgia Public
Limited Partnership)



STATEMENTS OF CASH FLOWS



|                                                                              |  | (unaudited)        |          
|----------------------------------------------------------------------------- |  | ------------------ | ---------
|                                                                              |  | Three Months Ended |          
|                                                                              |  | March 31, 2003     |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |  |                    |          
|Net income                                                                    |  | $                  | 222,105  
|Adjustments to reconcile net income to net cash used in operating
activities: |  |                    |          
|Equity in income of Joint Ventures                                            |  |                    | (244,589 
|Changes in assets and liabilities:                                            |  |                    |          
|Accounts payable                                                              |  |                    | 4,026    
|                                                                              |  |                    |          
|Net cash used in operating activities                                         |  |                    | (18,458  
|                                                                              |  |                    |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |  |                    |          
|Distributions received from Joint Ventures                                    |  |                    | 581,993  
|                                                                              |  |                    |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |                    |          
|Partnership distributions paid                                                |  |                    | (392,354 
|                                                                              |  |                    |          
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                     |  |                    | 171,181  
|                                                                             
|CASH AND CASH EQUIVALENTS, beginning of period                                |  |                    | 993,780  
|                                                                              |  |                    |          
|CASH AND CASH EQUIVALENTS, end of period                                      |  | $                  | 1,164,961
|                                                                              |  |                    |          
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                               |  |                    |          
|Joint Venture distributions receivable                                        |  | $                  | 399,969  
|                                                                              |  |                    |          
|Partnership distributions payable                                             |  | $                  | 367,075  
|                                                                              |  |                    |          



See
accompanying notes.



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WELLS REAL
ESTATE FUND VII, L.P.



(A Georgia Public
Limited Partnership)



CONDENSED NOTES TO FINANCIAL STATEMENTS



MARCH 31, 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 nonpublic limited partnership. 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 REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



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The
Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of March 31, 2003, the Partnership owned interests in the following 8 properties through the affiliated 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 VIIAssociates (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
|                                                                          
|                                                                          
|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 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-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. The Cherokee
Commons property is a retail shopping center located in Cherokee County, Georgia.



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. As a
result of this sale, Fund VI-VII-VIII Associates recognized a gain of approximately $18,000, of which approximately $6,000 was allocated to the Partnership.



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(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.



(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 will be 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.



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(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
| | - |  | ------------------------------------------------------------------------------------------------



| | · |  | 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 March 31, 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.



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The following
information summarizes the operations of the Joint Ventures in which the Partnership held ownership interests for the three months ended March 31, 2003 and 2002, respectively:



|                                 |  | Total Revenues     |           | Net Income         |   | PartnershipsShare of Net Income
|-------------------------------- |  | ------------------ | --------- | ------------------ | - | --------------------------------
|                                 |  | Three Months Ended |           | Three Months Ended |   | Three Months Ended              
|                                 |  | March 31, 2003     |           | March 31, 2002     |   | March 31, 2003                  
|Fund I-II-IIOW-VI-VII Associates |  | $                  | 0         |                    | $ | 43,326                          
|Fund II-III-VI-VII Associates    |  |                    | 135,573   |                    |   | 186,082                         
|Fund V-VI-VII Associates         |  |                    | 243,036   |                    |   | 243,531                         
|Fund VI-Fund VII Associates      |  |                    | 232,050   |                    |   | 216,934                         
|Fund VI-VII-VIII Associates      |  |                    | 714,580   |                    |   | 723,026                         
|Fund VII-Fund VIII Associates    |  |                    | 336,016   |                    |   | 342,216                         
|                                 |  |                    |           |                    |   |                                 
|                                 |  | $                  | 1,661,255 |                    | $ | 1,755,115                       
|                                 |  |                    |           |                    |   |                                 



|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 will require 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.



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|4. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Management and Leasing Fees

Wells Management Company, Inc. (Wells Management), an affiliate of the General Partners, receives compensation for supervising 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. For the three months ended March 31, 2003 and 2002, the properties in which the
Partnership owns interests paid management and leasing fees to Wells Management of $89,636 and $98,655, respectively.



Administration Reimbursements

Wells Capital, Inc., an affiliate of the General Partners,, perform certain administrative services for the Partnership, such as accounting 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. For the three months ended March 31, 2003 and 2002, the Partnership reimbursed $13,350 and
$9,054, respectively, to Wells Capital, Inc. and its affiliates for these services.



Conflicts of Interests

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.





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(b) Results of Operations



Gross Revenues

Gross revenues of the Partnership were $246,249 and $232,909 for the three months ended March 31, 2003 and 2002, respectively. The 2003
increase from 2002 resulted primarily from the corresponding increase in equity in income of joint ventures further described below.



Equity In Income of Joint Ventures



Gross Revenues of Joint Ventures

Gross revenues of the joint ventures in which the Partnership holds an interest decreased in 2003, as compared to 2002, primarily due to the decrease in gross revenues generated by Fund II-III-VI-VII
Associates due to the decline in occupancy of the Holcomb Bridge Property, which was 57% occupied as of March 31, 2003 and 76% as of March 31, 2002. The overall decrease is partially offset by an increase in gross revenues for Fund VI-VII Associates
resulting from adjustments to 2002 operating expense reimbursement billings to tenants of the Fazolis and Stockbridge Village I Expansion Buildings, which were recorded in the first quarter of 2003. 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 in which the Partnership holds an interest decreased in 2003, as compared to 2002, primarily due to the
following nonrecurring items: (i) recovering doubtful accounts receivable due from tenants at the Stockbridge Village I Expansion building in the first quarter of 2003, (ii) reserving doubtful accounts receivable due from tenants at the Hannover
building in the first quarter of 2002 and (iii) HVAC and Plumbing repairs expended for the BellSouth building during the first quarter of 2002, offset by (iv) increases in accounting fees incurred in connection with changing independent auditors in
2002.



Expenses

Expenses of the Partnership remained relatively stable at $24,144 and $24,568 for the three months ended March 31, 2003 and 2002,
respectively. A decrease in legal and accounting fees resulting from adjustments recorded in the first quarter of 2002 to estimated accruals for 2001 year end audit fees is largely offset by an increase in administrative salaries allocated to the
Partnership in connection with evaluating various re-leasing and liquidation strategies for the Partnerships portfolio of properties during the first quarter of 2003.



As a result, net income of the Partnership was $222,105 and $208,341 for the three months ended March 31,
2003 and 2002, respectively.



(c) Liquidity
and Capital Resources



Cash Flows From
Operating Activities

Net cash flows from operating activities were $(18,458) and $(23,382) for the three months
ended March 31, 2003 and 2002, respectively. The 2003 decrease in operating cash flows used is primarily attributable to a change in the timing of payments of administrative salaries and bank fees in 2003, as compared to 2002.



Cash Flows From Investing Activities

Net cash flows from investing activities were $581,993 and 511,932 for the three months ended March 31, 2003 and
2002, respectively. Cash provided by investing activities increased in 2003 from



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2002 primarily due to the receipt of proceeds from Fund VI-VII-VIII Associates in 2003 for
the sale of an out parcel of land at Tanglewood Commons in the fourth quarter of 2002, which is partially offset by a decline in distributions received from Fund II-III-VI-VII Associates and Fund VI-Fund VII Associates due to the decline in
occupancy of the Holcomb Bridge Property, Stockbridge Village III and Stockbridge Village I Expansion during the second half of 2002.



Cash Flows From Financing Activities

Net cash flows from financing activities were $(392,354) and $(465,080) for the three months ended March 31, 2003 and 2002, respectively. Cash used by financing activities decreased in 2003, as
compared to 2002, primarily due to the decline in cash flows provided by investing activities described above.



Distributions

The Partnership made distributions to the limited partners holding Class A units of $0.18 per unit and $0.21 per unit for the quarters ended March 31, 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 first quarter of 2003 to the
Limited Partners holding Class A Units were paid in May 2003. No cash distributions were made to Limited Partners holding Class B Units.



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 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 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. The Partnership is unaware of any material commitments for capital expenditures with respect to any of its properties which would have a material
effect on its capital resources. During the first quarter of 2003, American Trust Bank entered into a 10-year lease agreement for approximately 13,000 square feet of the Holcomb Bridge Property. In connection therewith, Fund II-III-VI-VII Associates
anticipates funding tenant improvements of approximately $128,000 during the second and third quarters of 2003, of which approximately $64,000 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 a due
diligence period of 90 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                                                                                                                    
|                                               



(d)
Related Party Transactions



The Partnership
and its joint ventures have entered into agreements with Wells Partners, 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.





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(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.



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



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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
|---- |  | -----------------------------



Within the 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the
participation of management of Wells Capital, Inc., the corporate general partner of the General Partner 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 pursuant to Rule 13a-14 under 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 or other factors that could significantly affect such controls subsequent to the date of their evaluation.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT 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 First Quarter Form 10-Q attached hereto.
|--- |  | ------------------------------------------------------------------------------------------------------



|(b) |  | No reports on Form 8-K were filed during the first 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)                                
|----------- |  |  |  | -----------------------------------------------------------------------------
|           
|            |  |  |  | By:                                                                          
|            |  |  |  |                                                                              
|           
|            |  |  |  | By:                                                                          
|            |  |  |  |                                                                              
|           
|May 9, 2003 |  |  |  | /S/ LEO F. WELLS,
III                                                        
|            |  |  |  | Leo F. Wells, III President                                                  
|           
|May 9, 2003 |  |  |  | /S/ DOUGLAS P.
WILLIAMS                                                      
|            |  |  |  | Douglas P. Williams Principal Financial Officer        of Wells Capital,
Inc.





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CERTIFICATIONS



I, Leo F. Wells,
III, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of the Partnership;
|-- |  | ----------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the board of
directors of the corporate general partner of the General Partner:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           
|-----------
|May 9, 2003
|           



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CERTIFICATIONS



I, Douglas P.
Williams, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of the Partnership;
|-- |  | ----------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the board of
directors of the corporate general partner of the General Partners:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           
|-----------
|May 9, 2003
|           



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EXHIBIT
INDEX

TO

FIRST QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VII, L.P.



|ExhibitNo. |  | Description                                                                                       
|---------- |  | --------------------------------------------------------------------------------------------------
|          
|99.1       |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|          
|99.2       |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



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