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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




Form 10-Q





(Mark One)





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


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2002





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 0-23656





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WELLS REAL ESTATE FUND VI, L.P.


(Exact name of registrant as specified in its charter)





Georgia

58-2022628(State of other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)6200 The Corners Parkway, Suite 250, Atlanta, Georgia

30092(Address of principal executive offices)

(Zip Code)Registrants telephone number, including area code (770) 449-7800(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 VI, L.P.


(A Georgia Public Limited Partnership)





INDEX





Page No.PART I.

FINANCIAL INFORMATIONItem 1.

Financial Statements

3Balance SheetsJune 30, 2002 (unaudited) and December 31, 2001

4Statements of Income for the Three Months and Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)

5Statements of Partners Capital for the Year Ended December 31, 2001 and the Six Months Ended June 30, 2002 (unaudited)

6Statements of Cash Flows for the Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)

7Condensed Notes to Financial Statements (unaudited)

8Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

13PART II.

OTHER INFORMATION

16Exhibit Index

17Exhibit 99.1Certification of Chief Executive OfficerExhibit 99.2Certification of Chief Financial Officer




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PART I.    FINANCIAL INFORMATION





Effective July 3, 2002, Wells Real Estate Fund VI (the
Partnership) engaged Ernst & Young LLP (Ernst & Young) as its principal accountants to audit the Partnerships financial statements. In accordance with the relief granted to former auditing clients of Arthur
Andersen LLP in SEC Release No. 34-45589, Ernst & Young completed its review of the unaudited financial statements of the Partnership for the quarter ended March 31, 2002 pursuant to Rule 10-01(d) of Regulation S-X within the 60-day period
allowed pursuant to the SEC Release, and no material modifications to the previously reported financial information were required.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





BALANCE SHEETS





(unaudited) June
30, 2002

December 31, 2001ASSETS:Investments in joint ventures (Note 2)

$
15,116,593

$
16,403,394Cash and cash equivalents


11,240


27,895Due from affiliates


1,355,829


462,092Prepaid expenses and other assets


1,590


910Total assets

$
16,485,252

$
16,894,291LIABILITIES AND PARTNERS CAPITALLiabilities:Partnership distribution payable

$
448,700

$
461,250Accounts payable


0


2,534Total liabilities


448,700


463,784Partners CapitalLimited Partners:Class A2,243,716 units as of June 30, 2002 and 2,236,360 units as of December 31, 2001


16,036,552


16,430,507Class B 256,284 units as of June 30, 2002 and 263,640 units as of December 31, 2001


0


0Total partners capital


16,036,552


16,430,507Total liabilities and partners capital

$
16,485,252

$
16,894,291





The accompanying notes are an integral part of these balance sheets.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF INCOME





(unaudited) Three Months
Ended

(unaudited) Six Months
EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001REVENUES:Equity in income of joint ventures (Note 2)

$
283,965

$
263,651

$
549,866

$
507,646Interest income


0


411


861


423283,965


264,062


550,727


508,069EXPENSES:Legal and accounting


3,609


3,250


13,278


12,900Computer costs


1,795


4,307


3,850


5,107Partnership administration


17,526


20,948


30,525


30,88122,930


28,505


47,653


48,888NET INCOME

$
261,035

$
235,557

$
503,074

$
459,181NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS

$
261,035

$
235,557

$
503,074

$
459,181NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS

$
0

$
0

$
0

$
0NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT

$
0.12

$
0.11

$
0.23

$
0.21NET LOSS PER CLASS B LIMITED PARTNER UNIT

$
0

$
0

$
0

$
0CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT

$
0.20

$
0.21

$
0.40

$
0.43





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF PARTNERS CAPITAL





FOR THE YEAR ENDED DECEMBER 31, 2001


AND THE SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED)





Limited PartnersClass A


Class B

Total PartnersUnits

Amount


Units


Amount

CapitalBALANCE, December 31, 2000

2,198,969

$
17,118,806


301,031


$
0

$
17,118,806Net income

0


1,190,997


0



0


1,190,997Partnership distributions

0


(1,879,296
)

0



0


(1,879,296
)Class B conversion elections

37,391


0


(37,391
)


0


0BALANCE, December 31, 2001

2,236,360


16,430,507


263,640



0


16,430,507Net income

0


503,074


0



0


503,074Partnership distributions

0


(897,029
)

0



0


(897,029
)Class B conversion elections

7,356


0


(7,356
)


0


0BALANCE, June 30, 2002 (unaudited)

2,243,716

$
16,036,552


256,284


$
0

$
16,036,552





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF CASH FLOWS





(unaudited) Six Months
EndedJune 30, 2002


June 30, 2001CASH FLOW FROM OPERATING ACTIVITIES:Net income

$
503,074


$
459,181Adjustments to reconcile net income to net cash used in operating activities:Equity in income of joint venture


(549,866
)


(507,646
)Changes in assets and liabilities:Prepaid expenses and other assets


(680
)


(1,550
)Accounts payable


(2,534
)


(2,000
)Net cash used in operating activities


(50,006
)


(52,015
)CASH FLOW FROM INVESTING ACTIVITIES:Distributions received from joint ventures


942,930



1,000,170CASH FLOW FROM FINANCING ACTIVITIES:Partnership distributions paid


(909,579
)


(963,040
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(16,655
)


(14,885
)CASH AND CASH EQUIVALENTS, beginning of year


27,895



28,855CASH AND CASH EQUIVALENTS, end of period

$
11,240


$
13,970








The accompanying notes are an
integral part of these statements.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





CONDENSED NOTES TO FINANCIAL STATEMENTS





JUNE 30, 2002 (UNAUDITED)





|1. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- |  | ------------------------------------------




|(a) |  | Organization and Business
|--- |  | -------------------------




Wells Real Estate Fund VI, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as
the General Partners. The Partnership was formed on December 1, 1992, for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and otherwise managing income producing properties for investment purposes. The
Partnership has two classes of limited partnership interests, Class A and Class B units. The limited partners have the right to change their prior elections to have some or all of their units treated as Class A units or Class B units one time during
each quarterly accounting period and 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) add or 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 5, 1993, the Partnership commenced a public offering of its 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 April 4, 1994 upon receiving and accepting gross offering proceeds of $25,000,000 representing subscriptions from 1,793 Class A and Class B limited partners.





The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of June 30, 2002, the Partnership
owned interests in the following eight properties through the affiliated joint ventures listed below:





Joint Venture

Joint Venture Partners

PropertiesFund 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, GeorgiaFund 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     Clayton county, Georgia 3.  Hartford Building A four story office
building located     in Hartford, Connecticut




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##### Table of Contents

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.

4.  Marathon Building A three-story office building located     in Appleton, WisconsinFund VI-VII Associates

Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P.

5.  Stockbridge Village I Expansion A retail shopping center expansion     located in Stockbridge, Georgia 6.  Stockbridge Village III Two retail
buildings located in     Stockbridge, GeorgiaFund 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.

7.  BellSouth Building A four-story office building located     in Jacksonville, Florida 8.  Tanglewood Commons A retail center located in
    Clemmons, North Carolina





|* |  | 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 above 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, 2001.





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 VII, L.P., sold the Cherokee Commons property to an unrelated third party. The Cherokee Commons property is a retail shopping center located in Cherokee County, Georgia. The portion of the proceeds from the sale of the Cherokee
Commons property attributable to the Partnership in the amount of $886,212 is included in due from affiliates in the accompanying balance sheet as of June 30, 2002.





On June 28, 2002, Fund VI-VII-VIII Associates entered into an agreement to sell an out parcel of land at Tanglewood Commons for a gross selling price of approximately $560,000. Pursuant to the terms of
the agreement, this transaction is currently subject to a due diligence period, during which the purchaser has the right to terminate the contract. Accordingly, there are no assurances that this sale will close.





|(b) |  | Basis of Presentation
|--- |  | ---------------------




The financial statements of the Partnership have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. The quarterly statements have not been examined by independent accountants. 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. For further information, refer to the financial statements and footnotes included in the report filed for the Partnership on Form 10-K for year ended
December 31, 2001.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





CONDENSED NOTES TO
FINANCIAL STATEMENTS(Continued)







|(c) |  | Distribution of Net Cash From Operations
|--- |  | ----------------------------------------




As defined by the partnership agreement, cash available for distributions is distributed quarterly on a cumulative non-compounded basis to the limited partners as follows:





| |  |  | First, to all Class A limited partners until such limited partners have received distributions equal to a 10% per annum return on their respective adjusted
capital contributions, as defined.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Second, to the General Partners until each General Partner has received distributions equal to 10% of the total distributions declared by the Partnership per
annum.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Third, to the Class A limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------




No distributions will be made to the limited partners holding Class B units.





|(d) |  | Impairment of Real Estate Assets
|--- |  | --------------------------------




On January 1, 2002, the Partnership adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under the new guidance, management reviews each of the properties in which it holds an interest for
impairment when there is an event or change in circumstances that indicates the carrying amount of the asset may not be recoverable and the future undiscounted cash flows expected to be generated by the asset are less than its carrying amount. If
such assets are considered to be impaired, the Partnership records impairment losses and reduces the carrying amount of impaired assets to an amount that reflects the fair value of the assets at the time impairment is evident. Management also
reviews estimated selling prices of assets held for sale and records impairment losses to reduce the carrying amount of assets held for sale when the carrying amounts exceed the estimated selling prices less costs to sell. Also, material long-lived
assets held for sale are separately identified in the balance sheets and their related net operating income is segregated as income from discontinued operations in the statements of income. In addition, depreciation of long-lived assets held for
sale is not recorded. If an asset held for sale reverts to an asset used in operations, the asset will be measured at the lower of the original carrying cost, adjusted for the forgone depreciation, or the fair value at the date of the decision to
hold the asset.





|2. |  | INVESTMENTS IN JOINT VENTURES
|-- |  | -----------------------------




|(a) |  | Basis of Presentation
|--- |  | ---------------------




The Partnership owned interests in eight properties as of June 30, 2002 through its ownership in the joint ventures described in Note 1. The Partnership does not have control over the operations of these joint ventures; however,
it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method of accounting. For further information, refer to the report filed for partnership on Form 10-K for the year ended December 31,
2001.




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





CONDENSED NOTES TO
FINANCIAL STATEMENTS(Continued)







|(b) |  | Summary of Operations
|--- |  | ---------------------




The following information summarizes the operations of the unconsolidated joint ventures in which the Partnership had ownership interests for the three and six months ended June 30, 2002 and 2001:





Total Revenues

Net Income

Partnerships Share of  Net IncomeThree Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund V-VI Associates

$
250,640

$
259,906

$
122,654

$
130,371

$
65,740

$
69,875Fund V-VI-VII Associates


243,288


244,677


148,307


150,221


62,037


62,837Fund VI-VII Associates


223,244


182,840


142,549


38,853


63,861


17,406Fund II-III-VI-VII Associates


179,692


205,914


59,368


62,363


15,946


16,751Fund VI-VII-VIII Associates


595,616


589,832


214,170


247,868


73,354


84,895Fund I-II-IIOW-VI-VII Associates


26,952


253,968


28,163


111,010


3,027


11,887$
1,519,432

$
1,737,137

$
715,211

$
740,686

$
283,965

$
263,651





Total Revenues

Net Income

Partnerships Share of  Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund V-VI Associates

$
758,265

$
518,754

$
255,930

$
255,984

$
137,171

$
137,200Fund V-VI-VII Associates


486,818


491,496


289,499


298,345


121,097


124,798Fund VI-VII Associates


407,688


365,561


222,664


122,997


99,753


55,103Fund II-III-VI-VII Associates


358,468


416,291


120,197


91,170


32,285


24,488Fund VI-VII-VIII Associates


1,208,213


1,173,864


449,381


394,890


153,914


135,251Fund I-II-IIOW-VI-VII Associates


70,278


510,976


53,023


287,694


5,646


30,806$
3,289,730

$
3,476,942

$
1,390,694

$
1,451,080

$
549,866

$
507,646




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WELLS REAL ESTATE FUND VI, L.P.





(A Georgia Public Limited Partnership)





CONDENSED NOTES TO
FINANCIAL STATEMENTS(Continued)







The following information summarizes the operations
of the properties, which are owned by one of the above joint ventures and significant to the Partnership, for the three months and six months ended June 30, 2002 and 2001. Audited financial statements of this property are included in the report
filed for the Partnership on Form 10-K for the year ended December 31, 2001:





Total Revenues

Net Income

Partnerships Share
of  Net IncomeThree Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Hartford Building

$
169,829

$
181,627

$
82,984

$
98,258

$
44,479

$
52,666Total Revenues

Net Income

Partnerships Share of
Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Hartford Building

$
350,272

$
362,656

$
176,526

$
194,188

$
94,618

$
104,085





(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)




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ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF                  
OPERATIONS





The following discussion and analysis should be read in conjunction with accompanying financial statements of the
Partnership 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 could 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 expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.





|(b) |  | Results of Operations and Changes in Financial Conditions
|--- |  | ---------------------------------------------------------




Revenues





Gross revenues increased to $550,727 for the six months ended
June 30, 2002, from $508,069 for the six months ended June 30, 2001, primarily due to the increase in equity in income of joint ventures resulting from (i) an increase in net income from Fund VI-Fund VII Associates resulting from increased rental
rates at Stockbridge Village I Expansion and uncollectible receivables from tenants at Stockbridge Village III, which were written-off during the first six months of 2001, (ii) increased rental rates at the BellSouth Building, (iii) receivables due
from tenants at Tanglewood Commons and the Holcomb Bridge Property, which were written-off in 2001 and later collected in 2002, and (iv) decreased depreciation expense for the BellSouth Building as tenant improvements became fully depreciated upon
the expiration of the BellSouth lease in June 2001. The increase in equity in income of joint ventures was partially offset by (i) a decrease in occupancy of the Holcomb Bridge Property, (ii) a decrease in interest income earned by the
Partnerships joint ventures in 2002 due to the general decline in interest rates, and (iii) a reduction in net income generated from Fund I-II-IIOW-VI-VII Associates relating to the sale of the Cherokee Commons property in the third quarter of
2001.





The net increase in income attributable to the Partnership from its investment in Fund VI-VII-VIII Associates for the six months
ended June 30, 2002 is partially offset by an increase in HVAC supplies expense at the BellSouth Building during the second quarter of 2002, which resulted in a decrease in income for the three months ended June 30, 2002.





Expenses





Expenses remained
relatively constant at $47,653 for the six months ended June 30, 2002 compared to $48,888 for the six months ended June 30, 2001. Partnership administration expenses decreased to $17,526 for the three months ended June 30, 2002, from $20,948 for the
same period in 2001, due to a change in the timing of printing services rendered during 2002 compared to 2001.





As a result, net income
increased to $503,074 for the six months ended June 30, 2002 from $459,181 for the six months ended June 30, 2001.





Distributions





The Partnership declared cash distributions of $0.40 per unit for the six months ended June
30, 2002, as compared to $0.43 per unit for the same period in 2001 as described in the following section. The




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General Partners anticipate that distributions per unit to Class A limited partners will continue in
2002 at a level at least comparable with 2001 cash distributions on an annual basis. No cash distributions were made to limited partners holding Class B units.





|(c) |  | Liquidity and Capital Resources
|--- |  | -------------------------------




Net cash used in operating activities remained relatively constant at $50,006 for the six months ended June 30, 2002, compared to $52,015 for the six months ended June 30, 2001. Net cash provided by investing activities decreased to
$942,930 for the six months ended June 30, 2002 from $1,000,170 for the same period in 2001 due to a corresponding decrease in earnings generated from joint ventures during the fourth quarter of 2001 compared to the same period in the prior year,
which is primarily a result of the reduction in earnings generated from Fund I-II-IIOW-VI-VII Associates due to the sale of the Cherokee Commons property on October 1, 2001. The Partnership receives distributions based on the earnings generated from
its joint ventures during the respective immediately preceding quarterly accounting periods. Net cash used in financing activities decreased to $909,579 for the six months ended June 30, 2002 from $963,040 for the same period in 2001 due to the
corresponding decrease in cash available for limited partner distributions resulting from the aforementioned decrease in cash flows provided by investing activities.





Partnership distributions decreased for the six months ended June 30, 2002, as compared to the same period in 2001, as a result of reserving cash available for distributions in order to fund
significant anticipated tenant improvements and leasing costs associated with the releasing of space at the Hartford Building, which is anticipated to occur during the fourth quarter of 2002.





Rather than being distributed to the limited partners, the Partnerships share of the net proceeds generated from the sale of Cherokee Commons is currently being held as reserves to
fund anticipated tenant improvements and leasing costs associated with the releasing of space at the Hartford Building, which is anticipated to occur during the fourth quarter of 2002, as described above, and to fund expansion costs, tenant
improvements and leasing costs for a contemplated potential expansion of the Tanglewood Commons property. The Partnership expects to continue to meet its short-term liquidity requirements generally through net cash provided by operations and
distributions received from joint ventures.





|(d) |  | 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 Partnership from the impact of inflation and increases in
costs and other operating expenses, including common area maintenance, real estate tax and insurance reimbursement billings to 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.





|(e) |  | Critical Accounting Policies
|--- |  | ----------------------------




The Partnerships accounting policies have been established and conformed to in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in
conformity with GAAP requires management to use judgments in the application of accounting policies, including making estimates and assumptions. These judgments may affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the dates of the financial statements presented and the reported amounts of revenues and expenses during




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the respective reporting periods. If our 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 our financial statements.





The accounting policies that we consider to be critical, in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain, are discussed below. For further
information related to the Partnerships accounting policies, including the critical accounting policies described below, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.





Straight-Lined Rental Revenues





The
Partnership recognizes rental income generated from all leases on real estate assets in which the Partnership has an ownership interest through its investments in joint ventures on a straight-line basis over the terms of the respective leases.
Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.





Operating Cost Reimbursements





The Partnership generally bills tenants for operating cost reimbursements
through its investments in joint ventures on a monthly basis at amounts estimated largely based on actual prior period activity and the respective tenant lease terms. Such billings are generally adjusted on an annual basis to reflect reimbursements
owed to the landlord based on the actual costs incurred during the period and the respective tenant lease terms. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.





Real Estate





Management continually monitors events and changes in circumstances indicating that the carrying amounts of the real estate assets in which the Partnership has ownership interests through its investments in joint ventures may not be
recoverable. When such events or changes in circumstances are present, management assesses the potential impairment by comparing the fair market value of the underlying assets, estimated at amounts equal to the future undiscounted operating cash
flows expected to be generated from tenants over the life of the assets and from their eventual disposition, to the carrying value of the assets. In the event that the carrying amount exceeds the estimated fair market value, the Partnership would
recognize an impairment loss in the amount required to adjust the carrying amount of the asset to its estimated fair market value. Neither the Partnership nor its joint ventures have recognized impairment losses on real estate assets in 2002, 2001
or 2000.




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PART II.    OTHER INFORMATION





|ITEM  6(b) |  | During the second quarter of 2002, the Registrant filed a Current Report on Form 8-K dated May 16, 2002 disclosing the dismissal of Arthur Andersen LLP as its
independent public accountants.
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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 VI, L.P. (Registrant)Date:    August 12, 2002



By:

/s/ Leo F. Wells, IIILeo F. Wells, III as
Individual General Partner and as President, and Sole Director of Wells Capital, Inc., the General Partner of Wells Partners, L.P.





Date:    August 12, 2002



By:

/s/ Douglas P. WilliamsAs Chief Financial Officer




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EXHIBIT INDEX


TO


SECOND QUARTER FORM
10-Q


OF


WELLS REAL ESTATE FUND VI, L.P.





Exhibit No.

Description99.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002










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