##### Table of Contents

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



(Mark One)



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



For the quarterly period ended June 30, 2004 or



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



For the transition period
fromto



Commission file number 0-23656



---



WELLS REAL ESTATE FUND VI, L.P.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58-2022628                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|6200 The Corners Pkwy.,Norcross, Georgia                       |  | 30092-3365                             
|(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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No  x



---



---

##### Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



Certain statements contained in this Form 10-Q of Wells Real Estate Fund VI, L.P. (the
Partnership) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in
particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated.
Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will,
expect, intend, anticipate, estimate, believe, continue, or other similar words. Specifically, among others, we consider statements concerning projections of future operating
results and cash flows, our ability to meet future obligations, and the amount and timing of future distributions to limited partners to be forward-looking statements.



Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that this report is
filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ
materially from any forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.



Any such forward-looking statements are subject to known and unknown risks, uncertainties and
other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that
our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations; provide distributions to limited partners; and maintain the value of our real
estate properties, may be significantly hindered. Some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in certain forward-looking statements follow:



General economic risks



| |  |  | Adverse changes in general or local economic conditions;
| | - |  | --------------------------------------------------------



| |  |  | Adverse economic conditions affecting the particular industry of one or more of our tenants.
| | - |  | --------------------------------------------------------------------------------------------



Real estate risks inherent in properties owned through joint ventures



| |  |  | Ability to achieve appropriate occupancy levels resulting in sufficient rental amounts;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Supply of or demand for similar or competing rentable space, which may adversely impact retaining or obtaining new tenants upon lease expiration at acceptable rental amounts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tenant ability or willingness to satisfy obligations relating to our existing lease agreements;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Potential need to fund tenant improvements, lease-up costs, or other capital expenditures out of operating cash flow;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



Page 2



---

##### Table of Contents

| |  |  | Increases in property operating expenses, including property taxes, insurance, and other costs not recoverable from tenants;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Ability to secure adequate insurance at reasonable and appropriate rates to avoid uninsured losses or losses in excess of insured amounts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discovery of previously undetected environmentally hazardous or other undetected adverse conditions;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Unexpected costs of capital expenditures related to tenant build-out projects or other unforeseen capital expenditures;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Ability to sell a property when desirable at an acceptable return, including the ability of the purchaser to satisfy any continuing obligations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



Other operational risks



| |  |  | Our dependency on Wells Capital, Inc. (Wells Capital), the corporate general partner of one of our General Partners, its key personnel, and its affiliates for various
administrative services;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wells Capitals ability to attract and retain high-quality personnel who can provide acceptable service levels to us and generate economies of scale for us over time;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increases in our administrative operating expenses, including increased expenses associated with operating as a public company in the current regulatory environment;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in governmental, tax, real estate, environmental, and zoning laws and regulations and the related costs of compliance;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to prove compliance with any governmental, tax, real estate, environmental, and zoning in the event that any such position is questioned by the respective authority; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Actions of our joint venture partners including potential bankruptcy, business interests differing from ours, or other actions that may adversely impact the operations of joint
ventures.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 3



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



TABLE
OF CONTENTS



|         |  |                       |  |                                                                                                                         |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                         |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1                |  | Financial Statements                                                                                                    |  |         
|         |  |                       | 
|         |  |                       |  | Balance SheetsJune 30, 2004 (unaudited) and December 31, 2003                                                          |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Six Months Ended June 30, 2004 (unaudited) and 2003 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2003 and the Six Months Ended June 30, 2004 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Six Months Ended June 30, 2004 (unaudited) and 2003 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                     |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Conditions and Results of Operations                                  |  | 14      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                             |  | 22      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                 |  | 22      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  | 23                                                                                                                     



Page 4



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



BALANCE SHEETS



ASSETS



|                                                                                                          |  |                           |            |                  |   |           
|--------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | ---------------- | - | ----------
|                                                                                                          |  | June 30, 2004 (unaudited) |            | December 31,2003
|Investments in joint ventures                                                                             |  | $                         | 8,061,357  |                  | $ | 11,441,910
|Cash and cash equivalents                                                                                 |  |                           | 4,601,414  |                  |   | 5,462,957 
|Due from joint ventures                                                                                   |  |                           | 174,864    |                  |   | 354,111   
|Other assets                                                                                              |  |                           | 16,283     |                  |   | 0         
|                                                                                                          |  |                           |            |                  |   |           
|Total assets                                                                                              |  | $                         | 12,853,918 |                  | $ | 17,258,978
|                                                                                                          |  |                           |            |                  |   |           
|                                                                                                         
|LIABILITIES AND PARTNERS CAPITAL                                                                        
|Liabilities:                                                                                              |  |                           |            |                  |   |           
|Partnership distributions payable                                                                         |  | $                         | 113,413    |                  | $ | 372,519   
|Accounts payable and accrued expenses                                                                     |  |                           | 16,201     |                  |   | 6,736     
|                                                                                                          |  |                           |            |                  |   |           
|Total liabilities                                                                                         |  |                           | 129,614    |                  |   | 379,255   
|                                                                                                          |  |                          
|Partners capital:                                                                                        |  |                           |            |                  |   |           
|Limited partners                                                                                          |  |                           |            |                  |   |           
|Class A2,293,227 and 2,292,427 units outstanding as of June 30, 2004 and December 31, 2003, respectively |  |                           | 12,181,129 |                  |   | 16,337,490
|Class B206,773 and 207,573 units outstanding as of June 30, 2004 and December 31, 2003, respectively     |  |                           | 543,175    |                  |   | 542,233   
|General partners                                                                                          |  |                           | 0          |                  |   | 0         
|                                                                                                          |  |                           |            |                  |   |           
|Total partners capital                                                                                   |  |                           | 12,724,304 |                  |   | 16,879,723
|                                                                                                          |  |                           |            |                  |   |           
|Total liabilities and partners capital                                                                   |  | $                         | 12,853,918 |                  | $ | 17,258,978
|                                                                                                          |  |                           |            |                  |   |           



See accompanying notes.



Page 5



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



STATEMENTS OF OPERATIONS

(unaudited)



|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                                                      |  | Three Months Ended June 30, |           | Six Months Ended June 30,
|                                                                                      |  | 2004                        |           | 2003                      |   | 2004      |  | 2003
|EQUITY IN INCOME OF JOINT VENTURES (Note 2)                                           |  | $                           | 1,270,021 |                           | $ | 312,851   |  | $    | 1,498,807 |  | $ | 597,855  
|EXPENSES:                                                                             |  |                             |           |                           |   |           |  |      |           |  |   |          
|Partnership administration                                                            |  |                             | 51,609    |                           |   | 23,316    |  |      | 72,653    |  |   | 41,241   
|Legal and accounting                                                                  |  |                             | 11,037    |                           |   | 7,456     |  |      | 21,012    |  |   | 12,076   
|Other general and administrative                                                      |  |                             | 776       |                           |   | 2,239     |  |      | 1,159     |  |   | 3,645    
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|Total expenses                                                                        |  |                             | 63,422    |                           |   | 33,011    |  |      | 94,824    |  |   | 56,962   
|OTHER INCOME                                                                          |  |                             | 484       |                           |   | 2,677     |  |      | 11,826    |  |   | 4,228    
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|NET INCOME                                                                            |  | $                           | 1,207,083 |                           | $ | 282,517   |  | $    | 1,415,809 |  | $ | 545,121  
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS                                      |  | $                           | 663,908   |                           | $ | 282,517   |  | $    | 967,602   |  | $ | 545,121  
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|NET INCOME ALLOCATED TO CLASS B LIMITED PARTNERS                                      |  | $                           | 543,175   |                           | $ | 0         |  | $    | 448,207   |  | $ | 0        
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|NET INCOME PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:                                 |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS A                                                                               |  | $                           | 0.29      |                           | $ | 0.12      |  | $    | 0.42      |  | $ | 0.24     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS B                                                                               |  | $                           | 2.63      |                           | $ | 0.00      |  | $    | 2.17      |  | $ | 0.00     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|DISTRIBUTION OF OPERATING CASH PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:             |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS A                                                                               |  | $                           | 0.05      |                           | $ | 0.14      |  | $    | 0.15      |  |   | 0.26     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS B                                                                               |  | $                           | 0.00      |                           | $ | 0.00      |  | $    | 0.00      |  | $ | 0.00     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|DISTRIBUTION OF NET PROPERTY SALE PROCEEDS PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS A                                                                               |  | $                           | 0.00      |                           | $ | 0.00      |  | $    | 2.09      |  | $ | 0.00     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS B                                                                               |  | $                           | 0.00      |                           | $ | 0.00      |  | $    | 2.15      |  | $ | 0.00     
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:                                   |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS A                                                                               |  |                             | 2,293,227 |                           |   | 2,281,677 |  |      | 2,293,177 |  |   | 2,279,927
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|CLASS B                                                                               |  |                             | 206,773   |                           |   | 218,323   |  |      | 206,823   |  |   | 220,073  
|                                                                                      |  |                             |           |                           |   |           |  |      |           |  |   |          



See accompanying notes.



Page 6



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



STATEMENTS OF PARTNERS CAPITAL



FOR THE
YEAR ENDED DECEMBER 31, 2003

AND THE SIX MONTHS ENDED JUNE 30, 2004 (unaudited)



|                                                 |  |                  |  |         |                 |   |                        |         |   |         |   |          |   |  |   |   |  |   |            |  
|------------------------------------------------ |  | ---------------- |  | ------- | --------------- | - | ---------------------- | ------- | - | ------- | - | -------- | - |  | - | - |  | - | ---------- | -
|                                                 |  | Limited Partners |  |         | GeneralPartners |   | Total PartnersCapital |        
|                                                 |  | Class A          |  |         | Class B         |   |                        |        
|                                                 |  | Units            |  | Amounts |                 |   | Units                  |         |   | Amounts |   |          |  
|BALANCE, December 31, 2002                       |  | 2,268,677        |  | $       | 15,733,782      |   |                        | 231,323 |   |         | $ | 0        |   |  | $ | 0 |  | $ | 15,733,782 |  
|                                                 |  |                  |  |         |                 |  
|Net income                                       |  | 0                |  |         | 1,923,810       |   |                        | 0       |   |         |   | 564,528  |   |  |   | 0 |  |   | 2,488,338  |  
|Distributions of operating cash flow             |  | 0                |  |         | (1,342,397      | ) |                        | 0       |   |         |   | 0        |   |  |   | 0 |  |   | (1,342,397 | )
|Class B conversion elections                     |  | 23,750           |  |         | 22,295          |   |                        | (23,750 | ) |         |   | (22,295  | ) |  |   | 0 |  |   | 0          |  
|                                                 |  |                  |  |         |                 |   |                        |         |   |         |   |          |   |  |   |   |  |   |            |  
|BALANCE, December 31, 2003                       |  | 2,292,427        |  |         | 16,337,490      |   |                        | 207,573 |   |         |   | 542,233  |   |  |   | 0 |  |   | 16,879,723 |  
|                                                 |  |                  |  |         |                 |  
|Net income                                       |  | 0                |  |         | 967,602         |   |                        | 0       |   |         |   | 448,207  |   |  |   | 0 |  |   | 1,415,809  |  
|Partnership distributions of net sales proceeds  |  | 0                |  |         | (4,786,040      | ) |                        | 0       |   |         |   | (444,960 | ) |  |   | 0 |  |   | (5,231,000 | )
|Partnership distributions of operating cash flow |  | 0                |  |         | (340,228        | ) |                        | 0       |   |         |   | 0        |   |  |   | 0 |  |   | (340,228   | )
|Class B conversion elections                     |  | 800              |  |         | 2,305           |   |                        | (800    | ) |         |   | (2,305   | ) |  |   | 0 |  |   | 0          |  
|                                                 |  |                  |  |         |                 |   |                        |         |   |         |   |          |   |  |   |   |  |   |            |  
|BALANCE, June 30, 2004                           |  | 2,293,227        |  | $       | 12,181,129      |   |                        | 206,773 |   |         | $ | 543,175  |   |  | $ | 0 |  | $ | 12,724,304 |  
|                                                 |  |                  |  |         |                 |   |                        |         |   |         |   |          |   |  |   |   |  |   |            |  



See accompanying notes.



Page 7



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                  |  |                           |            |   |      |   |           |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                  |  | Six Months Ended June 30, |           
|                                                                                  |  | 2004                      |            |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                           |            |   |      |   |           |  
|Net income                                                                        |  | $                         | 1,415,809  |   |      | $ | 545,121   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |            |   |      |   |           |  
|Equity in income of joint ventures                                                |  |                           | (1,498,807 | ) |      |   | (597,855  | )
|Operating distributions received from joint ventures                              |  |                           | 787,436    |   |      |   | 872,822   |  
|Changes in operating assets and liabilities:                                      |  |                           |            |   |      |   |           |  
|Other assets                                                                      |  |                           | (16,283    | ) |      |   | 0         |  
|Accounts payable and accrued expenses                                             |  |                           | 9,465      |   |      |   | (18,835   | )
|                                                                                  |  |                           |            |   |      |   |           |  
|Total adjustments                                                                 |  |                           | (718,189   | ) |      |   | 256,132   |  
|                                                                                  |  |                           |            |   |      |   |           |  
|Net cash flows provided by operating activities                                   |  |                           | 697,620    |   |      |   | 801,253   |  
|                                                                                  |  |                          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                           |            |   |      |   |           |  
|Investments in joint ventures                                                     |  |                           | (322,970   | ) |      |   | (32,160   | )
|Net sale proceeds received from joint ventures                                    |  |                           | 4,594,141  |   |      |   | 0         |  
|                                                                                  |  |                           |            |   |      |   |           |  
|Net cash flows provided by (used in) investing activities                         |  |                           | 4,271,171  |   |      |   | (32,160   | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                           |            |   |      |   |           |  
|Net sales proceeds distributions paid to limited partners                         |  |                           | (5,231,000 | ) |      |   | 0         |  
|Operating distributions paid to limited partners                                  |  |                           | (599,334   | ) |      |   | (540,000  | )
|                                                                                  |  |                           |            |   |      |   |           |  
|Net cash flows used in investing activities                                       |  |                           | (5,830,334 | ) |      |   | (540,000  | )
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |                           | (861,543   | ) |      |   | 229,093   |  
|                                                                                  |  |                          
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                           | 5,462,957  |   |      |   | 926,766   |  
|                                                                                  |  |                           |            |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                         | 4,601,414  |   |      | $ | 1,155,859 |  
|                                                                                  |  |                           |            |   |      |   |           |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                           |            |   |      |   |           |  
|Partnership distributions payable                                                 |  | $                         | 113,413    |   |      | $ | 313,731   |  
|                                                                                  |  |                           |            |   |      |   |           |  



See accompanying notes.



Page 8



---

##### Table of Contents

WELLS REAL ESTATE FUND VI, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS



JUNE
30, 2004 (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 having Leo F. Wells, III and Wells Partners, L.P. (Wells
Partners), a Georgia nonpublic limited partnership, as its general partners (collectively, the General Partners). The Partnership was formed on December 1, 1992, for the purpose of acquiring, developing, constructing, owning,
operating, improving, leasing, and managing income-producing commercial or industrial 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 every five years 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 generally has equal voting rights regardless of class.



On April 5, 1993, the Partnership commenced a public offering of up to its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The offering was terminated on April 4, 1994, at
which time the Partnership had sold approximately 1,933,218 Class A Units and 566,782 Class B Units representing capital contributions of $25,000,000 from investors who were admitted to the Partnership as limited partners.



The Partnership owns interests in all of its real estate assets through joint ventures with
other entities affiliated with the General Partners. During the periods presented, the Partnership owned interests in the following eight properties through the affiliated joint ventures listed below (the Joint Ventures):



|                                                                           |  |                                                                                                                                           |  |                                                                                                                                                                                            
|-------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                              |  | Joint Venture Partners                                                                                                                    |  | Properties                                                                                                                                                                                 
|Fund II, III, VI and VII
Associates (Fund II-III-VI-VII Associates)      |  |    Fund II and Fund III
Associates(Fund II-III Associates)(1)    Wells Real Estate Fund VI, L.P.    Wells Real Estate Fund VII, L.P. |  | 1. Holcomb Bridge Property(2) An office/retail center located in Roswell, Georgia                                                                                                          
|Fund V and Fund VI Associates (Fund V-VI Associates)                     |  |    Wells Real Estate Fund V,
L.P.    Wells Real Estate Fund VI, L.P.                                                                    |  | 2. Stockbridge Village II(3) Two retail buildings located in Clayton County, Georgia 3. Hartford Building(4) A four-story office building located
in Hartford, Connecticut                 
|Fund V, Fund VI and Fund VII Associates (Fund V-VI-VII Associates)       |  |    Wells Real Estate Fund V,
L.P.    Wells Real Estate Fund VI, L.P.    Wells Real Estate Fund VII, L.P.                               |  | 4. Marathon Building A three-story office building located in Appleton, Wisconsin                                                                                                          
|Fund VI and Fund VII Associates (Fund VI-VII Associates)                 |  |    Wells Real Estate Fund VI,
L.P.    Wells Real Estate Fund VII, L.P.                                                                  |  | 5. Stockbridge Village I Expansion(3) A retail shopping center
expansion located in Stockbridge, Georgia 6. Stockbridge Village III(3) Two retail buildings 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.                            |  | 7. BellSouth Building A four-story office building located in Jacksonville, Florida 8. Tanglewood Commons A retail center located in Clemmons, North Carolina                              



Page 9



---

##### Table of Contents

|(1) |  | Fund II-III Associates is a joint venture between Fund II and Fund
II-OW and Wells Real Estate Fund III, L.P.; Fund II and Fund II-OW is a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II-OW.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | This property was sold in July 2004.
|--- |  | ------------------------------------

|(3) |  | These properties were sold in April 2004.
|--- |  | -----------------------------------------

|(4) |  | This property was sold in August 2003.
|--- |  | --------------------------------------



Each of the aforementioned properties was
acquired on an all-cash basis. The investment objectives of each of the joint venture partners listed in the above table are substantially identical to those of the Partnership. Approval of the other joint venture partners is required for any major
decision or any action that would materially affect the Joint Ventures, or their real property investments. For further information regarding the Joint Ventures and foregoing properties, refer to the report filed for the Partnership on Form 10-K for
the year ended December 31, 2003.



On August 12, 2003, Fund V-VI Associates
sold the Hartford Building to an unrelated third party for a gross sales price of $8,925,000, less agreed-upon credits of $457,500. As a result of this sale, net proceeds of approximately $4,366,000, and gain of approximately $1,432,000 were
allocated to the Partnership.



On April 29, 2004, four Wells affiliated Joint
Ventures, including Fund V-VI Associates and Fund VI-VII Associates, sold five real properties, including Stockbridge Village II, Stockbridge Village I Expansion, and Stockbridge Village III, to an unrelated third party for a gross sales price of
$23,750,000. As a result of the sale of Stockbridge Village II, net proceeds of approximately $1,500,000, and a gain of approximately $180,000 have been allocated to the Partnership. As a result of the sale of Stockbridge Village I Expansion, net
proceeds of approximately $1,800,000, and a gain of approximately $766,000 have been allocated to the Partnership. As a result of the sale of Stockbridge Village III, net proceeds of approximately $1,300,000, and a gain of approximately $192,000
have been allocated to the Partnership.



|(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, and in accordance with such rules and regulations, do not include all of the information and footnotes required by accounting principles generally accepted in the United States
(GAAP) for complete financial statements. 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



Page 10



---

##### Table of Contents

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, 2003.



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



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



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



Gains 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 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
|--- |  | ----------------------------------------



Net cash from operations, if available, is generally distributed quarterly to the limited partners as follows:



| |  |  | First, to all Class A limited partners until each such limited partner has received distributions equal to a 10% per annum return on his adjusted capital contribution, as defined.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Second, to the General Partners until the General Partners receive distributions equal to 10% of the total distributions paid by the Partnership for such year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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



No distributions of net cash from operations will be made to the limited partners holding
Class B Units.



|(e) |  | Distribution of Sales Proceeds
|--- |  | ------------------------------



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



| |  |  | In the event that the particular property sold is sold for a price less than the original property purchase price, to the limited partners holding Class A Units until such limited
partners have received an amount equal to
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 11



---

##### Table of Contents

the excess of the original property purchase price over the price for which the property was sold,
limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Class B Units with respect to such property;



| |  |  | To limited partners, on a per-unit basis, until each limited partner has received 100% of his adjusted capital contribution, as defined;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding units, which at any time have been treated as Class B Units, until each such limited partner has received an amount equal to the net cash from operations
received by the limited partners holding Class A Units on a per-unit basis;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners, on a per-unit basis, until each limited partner has received a cumulative 10% per annum return on his adjusted capital contributions, as defined;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners holding Class B Units on a per-unit basis, until each such limited partner has received a cumulative 15% per annum return on his adjusted capital contributions,
as defined;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their capital contributions, as defined;
| | - |  | -------------------------------------------------------------------------------------------------



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



|(f) |  | Reclassifications
|--- |  | -----------------



Certain prior year amounts have been reclassified to conform with the current year financial statement presentation.



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



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



The Partnership owned interests in eight properties during the periods presented 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. Approval of the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint
Ventures, or their real property investments.Accordingly, the Partnerships investments in the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently
adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. For further information, refer to the financial statements and footnotes included in the Partnerships Form 10-K for the year ended December 31,
2003.



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



The following information summarizes the operations of the Joint Ventures for the three months and six months ended June 30, 2004 and 2003, respectively:



|                              |  |                            |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |        
|----------------------------- |  | -------------------------- | ------- | -------------------------------- | - | ---------------------------------- |  | --------------------------- | ------- | ---- | - | ------- |  | ---- | --------- | ---- | - | ------- |  | - | --------- |  | - | -------
|                              |  | Total Revenues             |         | Income FromContinuing Operations |   | Income FromDiscontinued Operations |  | Net Income                 
|                              |  | Three Months EndedJune 30, |         | Three Months EndedJune 30,       |   | Three Months Ended June 30,        |  | Three Months Ended June 30,
|                              |  | 2004                       |         | 2003                             |   | 2004                               |  | 2003                        |         | 2004 |   | 2003    |  | 2004 |           | 2003
|Fund II-III-VI-VII Associates |  | $                          | 0       |                                  | $ | 0                                  |  | $                           | 0       |      | $ | 0       |  | $    | 113,344   |      | $ | 18,529  |  | $ | 113,344   |  | $ | 18,529 
|Fund V-VI Associates          |  |                            | 0       |                                  |   | 0                                  |  |                             | 0       |      |   | 0       |  |      | 340,816   |      |   | 164,440 |  |   | 340,816   |  |   | 164,440
|Fund V-VI-VII Associates      |  |                            | 206,431 |                                  |   | 242,701                            |  |                             | 81,784  |      |   | 144,325 |  |      | 0         |      |   | 0       |  |   | 81,784    |  |   | 144,325
|Fund VI-VII Associates        |  |                            | 0       |                                  |   | 0                                  |  |                             | 0       |      |   | 0       |  |      | 2,117,336 |      |   | 157,303 |  |   | 2,117,336 |  |   | 157,303
|Fund VI-VII-VIII Associates   |  |                            | 727,301 |                                  |   | 704,521                            |  |                             | 218,813 |      |   | 259,935 |  |      | 0         |      |   | 0       |  |   | 218,813   |  |   | 259,935
|                              |  |                            |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |        
|                              |  | $                          | 933,732 |                                  | $ | 947,222                            |  | $                           | 300,597 |      | $ | 404,260 |  | $    | 2,571,496 |      | $ | 340,272 |  | $ | 2,872,093 |  | $ | 744,532
|                              |  |                            |         |                                  |   |                                    |  |                             |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |        



Page 12



---

##### Table of Contents

|                              |  |                           |           |                                  |   |                                    |  |                           |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |          
|----------------------------- |  | ------------------------- | --------- | -------------------------------- | - | ---------------------------------- |  | ------------------------- | ------- | ---- | - | ------- |  | ---- | --------- | ---- | - | ------- |  | - | --------- |  | - | ---------
|                              |  | Total Revenues            |           | Income FromContinuing Operations |   | Income FromDiscontinued Operations |  | Net Income               
|                              |  | Six Months Ended June 30, |           | Six Months Ended June 30,        |   | Six Months Ended June 30,          |  | Six Months Ended June 30,
|                              |  | 2004                      |           | 2003                             |   | 2004                               |  | 2003                      |         | 2004 |   | 2003    |  | 2004 |           | 2003
|Fund II-III-VI-VII Associates |  | $                         | 0         |                                  | $ | 0                                  |  | $                         | 0       |      | $ | 0       |  | $    | 207,722   |      | $ | 28,927  |  | $ | 207,722   |  | $ | 28,927   
|Fund V-VI Associates          |  |                           | 0         |                                  |   | 0                                  |  |                           | 0       |      |   | 0       |  |      | 390,365   |      |   | 317,123 |  |   | 390,365   |  |   | 317,123  
|Fund V-VI-VII Associates      |  |                           | 412,858   |                                  |   | 485,737                            |  |                           | 155,722 |      |   | 283,321 |  |      | 0         |      |   | 0       |  |   | 155,722   |  |   | 283,321  
|Fund VI-VII Associates        |  |                           | 0         |                                  |   | 0                                  |  |                           | 0       |      |   | 0       |  |      | 2,267,603 |      |   | 290,710 |  |   | 2,267,603 |  |   | 290,710  
|Fund VI-VII-VIII Associates   |  |                           | 1,446,075 |                                  |   | 1,419,101                          |  |                           | 450,348 |      |   | 500,935 |  |      | 0         |      |   | 0       |  |   | 450,348   |  |   | 500,935  
|                              |  |                           |           |                                  |   |                                    |  |                           |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |          
|                              |  | $                         | 1,858,933 |                                  | $ | 1,904,838                          |  | $                         | 606,070 |      | $ | 784,256 |  | $    | 2,865,690 |      | $ | 636,760 |  | $ | 3,471,760 |  | $ | 1,421,016
|                              |  |                           |           |                                  |   |                                    |  |                           |         |      |   |         |  |      |           |      |   |         |  |   |           |  |   |          



|3. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



|(a) |  | Management and Leasing Fees
|--- |  | ---------------------------



Wells Management Company, Inc. (Wells Management), an affiliate of the General Partners, receives compensation for the management and leasing of the
Partnerships properties owned through the Joint Ventures equal to (a) of the gross revenues collected monthly, 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for
the one-time lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case
of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. The Partnerships
share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures was $28,375 and $48,903 for the three months ended June 30, 2004 and 2003, respectively, and $66,693 and $91,437 for the six months ended June 30,
2004 and 2003, respectively.



|(b) |  | Administration Reimbursements
|--- |  | -----------------------------



Wells Capital, the general partner of Wells Partners, one of our General Partners, and its affiliates perform certain administrative services for the Partnership, such as
accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among various other entities affiliated with the General Partners (the Wells Real Estate Funds) based on
time spent on each fund by individual administrative personnel. In the opinion of management, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital $31,317 and $12,984 for the three months ended June
30, 2004 and 2003, respectively, and $49,016 and $25,900 for the six months ended June 30, 2004 and 2003, respectively, for these services and expenses.



Page 13



---

##### Table of Contents

|(c) |  | Conflicts of Interest
|--- |  | ---------------------



The General Partners 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 for tenants in similar geographic markets.



|4. |  | SUBSEQUENT EVENT
|-- |  | ----------------



On July 1, 2004, two Wells-affiliated Joint Ventures, including Fund II-III-VI-VII Associates, sold two real properties, including the Holcomb Bridge Property, to an unrelated third party for a gross sale price of
$9,500,000. As a result of the sale of the Holcomb Bridge Property, the Partnership received net sale proceeds of approximately $1,804,000, recognized an immediate gain of approximately $489,000, and recorded a deferred gain of approximately
$42,000. The deferred gain represents the Partnerships pro rata allocation of maximum exposure under an eighteen-month rental guarantee provided to the purchaser in connection with the sale. Gain on the sale of the Holcomb Bridge Property may
be adjusted as additional information becomes available in subsequent periods.



|5. |  | CONTINGENCIES
|-- |  | -------------



By Order dated June 3, 2004, the Superior Court of Gwinnett County, Georgia, dismissed, without prejudice, the putative class action complaint filed on or about March 12, 2004 against Leo F. Wells, III, Wells Capital,
and certain affiliates of Wells Capital relating to Wells Real Estate Fund I, an affiliate of the General Partners (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia, Civil Action No. 04-A-2791 2).



|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 Partnerships accompanying financial statements and notes
thereto.



|(a) |  | Overview
|--- |  | --------



Management believes that the Partnership typically operates through the following five key life cycle phases. The time spent in each phase is dependent upon various economic, industry, market, and other
internal/external factors. Some overlap naturally exists in the transition from one phase to the next.



| |  |  | Fundraising phase
| | - |  | -----------------

The period during which the
Partnership is raising capital through the sale and issuance of limited partner units to the public



| |  |  | Investing phase
| | - |  | ---------------

The period during which the
Partnership invests the capital raised during the fundraising phase, less upfront fees, into the acquisition of real estate assets



Page 14



---

##### Table of Contents

| |  |  | Holding phase
| | - |  | -------------

The period during which real
estate assets are owned and operated by the Partnership during the initial lease terms of the tenants



| |  |  | Positioning-for-sale phase
| | - |  | --------------------------

The period during
which the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate
the real estate assets, evaluate various options for disposition, and market the real estate assets for sale.



| |  |  | Disposition and Liquidation phase
| | - |  | ---------------------------------

The period
during which the Partnership sells its real estate investments and distributes net sales proceeds to the partners



Portfolio Overview



The Partnership has moved from the positioning-for-sale phase into the disposition and liquidation phase of its life cycle. We have sold six assets, including the recent
sale of the three Stockbridge Village properties, and the Holcomb Bridge Property, which was sold after the close of the quarter. Our focus on the remaining assets involves re-leasing and marketing efforts that we believe will result in the best
disposition pricing for our investors.



Two recent sale transactions were
highlights for the Partnership. The three Stockbridge Village properties were sold on April 29, 2004, and the Holcomb Bridge Property was sold on July 1, 2004. These sales capitalized on the current strong investor demand for retail shopping centers
in the market. We have secured 100% occupancy at the Marathon Building through two long-term leases, placing this asset in a stable condition. We made our first distribution of net sale proceeds in January 2004 to limited partners, totaling
approximately $5,231,000. We also have announced the next net sale proceeds distribution to limited partners, scheduled for the fourth quarter 2004, totaling approximately $4,596,520, from the sales of the Hartford Building, Stockbridge Village II,
Stockbridge Village III, and Stockbridge Village I Expansion properties.



The
second quarter 2004 operating distributions to the Class A unit holders were 2.5%, a decline from the 5.0% rate the prior quarter, as a result of the free rent periods at the Marathon Building and the decreased revenues resulting from the sales of
the Stockbridge Village properties. The General Partners anticipate that operating distributions will remain at a similar level in the near term, particularly given the near-term free rent periods at the Marathon Building. As 2004 progresses, the
General Partners will evaluate if further distributions of net sale proceeds are appropriate.



As of June 30, 2004, current Class A unit holders have received cumulative net operating cash flows of approximately $16.2 million, as compared to approximately $22.9 million originally invested, or approximately 71%
of the dollars invested since inception. No operating distributions have been made to investors holding Class B units or to the General Partners, in line with the partnership agreement.



Property Summary



| |  |  | The Holcomb Bridge Property was sold on July 1, 2004, and approximately $1,804,000 in net sales proceeds has been allocated to the Partnership. The General Partners are reviewing
potential capital costs for the Partnership to determine if all, or a portion, of these net sales proceeds can be distributed in 2005.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 15



---

##### Table of Contents

| |  |  | The BellSouth Building in Jacksonville, Florida is currently 100% leased. Leases for both tenants of the building expire in 2006.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Cherokee Commons property was sold in 2001 and approximately $886,000 of the net sales proceeds was allocated to the Partnership. The net sales proceeds were distributed to the
limited partners in January 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Hartford Building was sold in 2003, delivering allocated net sales proceeds to the Partnership of approximately $4,366,000. Approximately $19,000 has been used to fund the
Partnerships pro rata share of operating expenses, re-leasing costs, and capital expenditures at the Marathon Building. Approximately $4,345,000 of the net sales proceeds was distributed to limited partners in January 2004. The remaining net
sales proceeds of approximately $2,400 are planned to be distributed in the fourth quarter 2004.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Marathon Building is 100% leased, with a new seven-year lease to Marathon for approximately 44,000 square feet, and a 10-year lease to Virchow Krause for approximately 27,000
square feet. Each of these leases included a free rent period, which extends through July 2004 and December 2004, respectively. The Marathon Building is expected to begin providing positive cash flow later this year once the Marathon free rent
period has expired.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stockbridge Village II, Stockbridge Village III, and Stockbridge Village I Expansion were sold on April 29, 2004, and approximate net sales proceeds of $1,450,000, $1,304,000, and
$1,840,000, respectively, have been allocated to the Partnership from these sales. The General Partners have reviewed the capital costs anticipated for the Partnership and determined that these net sales proceeds can be distributed, which is
scheduled for the fourth quarter 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Tanglewood Commons shopping center continues to be well-occupied at approximately 99%. The Partnership sold a land outparcel at Tanglewood Commons in 2002, resulting in an
allocation of net sales proceeds of approximately $180,000 to the Partnership. These net sales proceeds have been used to fund the Partnerships pro rata share of operating costs and re-leasing costs at the Marathon Building.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the positioning-for-sale phase, we will continue to focus
on re-leasing vacant space and space that may become vacant upon the expiration of our current leases. In doing so, we seek to maximize returns to the limited partners by negotiating long-term leases at market rental rates while attempting to
minimize down time, re-leasing expenditures, ongoing property level costs and portfolio costs. As we move further into the disposition and liquidation phase, our attention will shift to locating suitable buyers, negotiating purchase and sale
contracts that will attempt to maximize the total return to the limited partners, and minimize contingencies and our post-closing involvement with the buyer.



Industry Factors



Our results continue to be impacted by a number of factors influencing the real estate industry.



General Economic and Real Estate Market Commentary



The U.S. economy appears to be on the road to recovery. The economy has shown signs of growth recently, as companies have recommenced making
investments in new employees. Job growth is the most significant demand driver for office markets. Market fundamentals are improving, and new office jobs are slowly being created. In general, the real estate office market lags behind the overall
economic recovery and, therefore, recovery is not expected until late 2004 or 2005 at the earliest, and then will vary by market.



Page 16



---

##### Table of Contents

Overall, real estate market fundamentals are weak; however, capital continues to flow into this asset
class. The increase in capital drives the prices of many properties upward and investor returns downward. There is a significant pricing differential in the underwriting parameters of well-leased assets with credit tenants and those with either
existing vacancies or substantial near-term tenant rollover. Properties with long-term leases to strong credit tenants have seen an increase in value.



The office market has significant excess space. Vacancy levels are believed to have peaked and are expected to trend downward moderately through the end
of 2004. There is some encouraging news in that construction continues to taper off and has come to a complete halt in many markets. As a result of the slowdown in new construction and the modest decline in sublease space, net absorption has turned
positive. Many industry professionals believe office market fundamentals have bottomed-out; however, a recovery cannot be expected until job growth and corresponding demand for office space continue to increase.



Wells Real Estate Funds with Current Vacancy or Near-term Rollover
Exposure



Real estate funds, such as the Partnership,
that invest in properties with current vacancies or near-term tenant rollover may face a challenging leasing environment. In connection with re-leasing vacant space, the properties within these funds are generally encountering lower market rental
rates and higher concession packages to tenants.



From a
valuation standpoint, it is generally preferable to either renew an existing tenant lease or re-lease the property prior to marketing it for sale. Generally, buyers will heavily discount their offering price to compensate for the existing or pending
vacancies.



|(b) |  | Results of Operations
|--- |  | ---------------------



Equity in Income of Joint Ventures



Equity in income of the Joint Ventures was $1,270,021 and $312,851 for the three months ended June 30, 2004 and 2003, respectively, and $1,498,807 and $597,855 for the
six months ended June 30, 2004 and 2003, respectively. The 2004 increases are primarily a result of (i) the gain recognized on the sale of Stockbridge Village II, Stockbridge Village III, and Stockbridge Village I Expansion in the second quarter of
2004, and (ii) an increase in occupancy of the Holcomb Bridge Property beginning in the second half of 2003, partially offset by (iii) reduced income resulting from the sale of the Hartford Building in the third quarter of 2003, (iv) lower income
from the Marathon Building resulting from lower rental rates on the new leases which were effective January 2004, (v) increased legal costs associated with the negotiation of new leases for the Marathon Building, and (vi) increased depreciation
expense as a result of placing tenant improvements into service at the Marathon Building during in the first quarter of 2004.



Expenses of the Partnership



Total expenses of the Partnership were $63,422 and $33,011 for the three months ended June 30, 2004 and 2003, respectively. Total expenses of the Partnership were $94,824
and $56,962 for the six months ended June 30, 2004 and 2003, respectively. The 2004 increases are primarily attributable to increases in administrative salaries, accounting fees, postage and delivery, and printing costs associated with increased
reporting and regulatory requirements. We anticipate additional increases related to implementing and adhering to such reporting and regulatory requirements going forward.



Page 17



---

##### Table of Contents

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



Our operating strategy entails funding expenses related to the recurring operations of the properties and the portfolio with operating cash flows, including distributions
received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to fund known re-leasing costs and other capital improvements. Any residual operating cash flows are considered available for distribution to
the limited partners and are generally paid quarterly. As a result, the ongoing monitoring of the Partnerships cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more
of our core markets could adversely impact the ability of our tenants to honor lease payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and,
consequently, our ability to provide funding for capital needs would be adversely affected.



Short-Term Liquidity



During the
six months ended June 30, 2004, we generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $698,000, as compared to approximately $801,000 for the six months ended June 30, 2003. Operating
distributions from the Joint Ventures are generally representative of rental revenues and tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. Such operating cash flows
were used to pay operating distributions to limited partners and invest in the Joint Ventures in order to fund the Partnerships pro rata portion of capital expenditures for the Marathon Building. In addition, approximately $200,000 of net
proceeds generated from previous property sales were also invested in the Joint Ventures during 2004 in order to provide funding for capital expenditures for the Marathon Building. Further, we distributed net proceeds from previous property sales of
approximately $5,231,000 to the limited partners in January 2004.



Operating
distributions from the Joint Ventures have declined as a result of (i) the Partnership absorbing its pro-rata portion of rent abatements at the Marathon Building through the end of 2004, and (ii) the sales of properties in previous periods and are
expected to continue to decline as we sell additional properties in subsequent periods. At this time, we expect to continue to generate cash flows from operations, including distributions from the Joint Ventures, sufficient to cover our estimated
future expenses. Future operating distributions paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for tenant
re-leasing costs and other capital improvements.



We believe that the cash on
hand and distributions due from the Joint Ventures are sufficient to cover the Partnerships working capital needs, including liabilities of approximately $130,000 as of June 30, 2004. During the remainder of 2004, the General Partners does not
anticipate significant funding needs for the Partnership.



Long-Term
Liquidity



We expect that our future sources of capital will be
primarily derived from operating cash flows generated from the Joint Ventures, and net proceeds generated from the selective and strategic sale of properties. Our future long-term liquidity requirements will include, but not be limited to, tenant
improvements, renovations, expansions and other significant capital improvements necessary for properties owned through the Joint Ventures.



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 the
partners original capital contributions. Thus, it is unlikely that we will acquire interests in any additional properties. Historically, our investment strategy has generally involved acquiring properties that are pre-leased to creditworthy
tenants on an all cash basis through the Joint Ventures with affiliated partnerships.



Page 18



---

##### Table of Contents

We incur capital expenditures primarily in the form of building improvements for the purpose of maintaining the quality
of our properties, and tenant improvements for the purpose of readying our properties for re-leasing. As leases expire, we typically attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant
improvements funded in connection with lease renewals require less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive
capital costs as well as rental rates.



Operating cash flows, if available, are
generally distributed from the Joint Ventures to the Partnership during the second month following each calendar quarter-end. However, the Joint Ventures will reserve operating distributions, or a portion thereof, as needed in order to fund known
capital and other expenditures. Our cash management policy typically includes first utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the
event that current and prior period accumulated operating cash flows are insufficient to fund such costs, net property sale proceeds reserves would then be utilized.



As of June 30, 2004, the Partnership had received, used and held net proceeds from the sale of properties as presented below:



|                                           |  |                   |           |                                    |       |                                           |   |                       |  |                                |         |                                              |                                         |  |   |           |  |   |          
|------------------------------------------ |  | ----------------- | --------- | ---------------------------------- | ----- | ----------------------------------------- | - | --------------------- |  | ------------------------------ | ------- | -------------------------------------------- | --------------------------------------- |  | - | --------- |  | - | ---------
|Property Sold                              |  | Total NetProceeds |           | PartnershipsApproximateOwnership% |       | Net ProceedsAttributable tothePartnership |   | Net Proceeds Invested |  | Distributed toPartners to date |         | UndistributedNet Proceedsas of June 30, 2004
|                                           |  |                   |           | Amount                             |       | Purpose                                   |   |                      
|Cherokee Commons (sold 2001)               |  | $                 | 8,414,089 |                                    | 10.5% |                                           | $ | 886,212               |  | $                              | 212     |                                              | Fund operating expenses (2004)          |  | $ | 886,000   |  | $ | 0        
|Tanglewood Commons Outparcel(sold 2002)    |  |                   | 524,398   |                                    | 34.3% |                                           |   | 179,606               |  |                                | 179,606 |                                              | Re-leasing the Marathon Building (2004) |  |   | 0         |  |   | 0        
|Hartford Building(sold 2003)               |  |                   | 8,146,900 |                                    | 53.6% |                                           |   | 4,366,494             |  |                                | 19,116  |                                              | Re-leasing the Marathon Building (2004) |  |   | 4,345,000 |  |   | 2,378    
|Stockbridge Village II (sold 2004)         |  |                   | 2,705,451 |                                    | 53.6% |                                           |   | 1,450,040             |  |                                | 0       |                                              |                                        |  |   | 0         |  |   | 1,450,040
|Stockbridge Village III (sold 2004)        |  |                   | 2,909,853 |                                    | 44.8% |                                           |   | 1,303,606             |  |                                | 0       |                                              |                                        |  |   | 0         |  |   | 1,303,606
|Stockbridge Village I Expansion(sold 2004) |  |                   | 4,108,277 |                                    | 44.8% |                                           |   | 1,840,496             |  |                                | 0       |                                              |                                        |  |   | 0         |  |   | 1,840,496
|                                           |  |                   |           |                                    |       |                                           |   |                       |  |                                |         |                                              |                                         |  |   |           |  |   |          
|Total                                      |  |                   |           |                                    |       |                                           | $ | 10,026,454            |  | $                              | 198,934 |                                              |                                         |  | $ | 5,231,000 |  | $ | 4,596,520
|                                           |  |                   |           |                                    |       |                                           |   |                       |  |                                |         |                                              |                                         |  |   |           |  |   |          



Page 19



---

##### Table of Contents

The General Partners anticipate distributing the approximate $4,596,520 of net sale proceeds being held in reserve as of
June 30, 2004 to the limited partners of record as of September 30, 2004, which under the terms of the partnership agreement does not include limited partners acquiring their units after June 30, 2004.



|(d) |  | Related-Party Transactions
|--- |  | --------------------------



The Partnership and the Joint Ventures have entered into agreements with Wells Capital the general partner of Wells Partners, and its affiliates, whereby the Partnership
or the Joint Ventures pay certain fees or reimbursements to Wells Capital or its affiliates (e.g., property management and leasing fees, administrative salary reimbursements, etc.). See Note 3 to the Partnerships financial statements included
in this report for a discussion of the various related-party transactions, agreements, and fees.



|(e) |  | Inflation
|--- |  | ---------



The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. However, there are provisions in the majority of tenant leases which would
protect the Partnership from the impact of inflation. These provisions include reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual
reimbursement of operating expenses above a certain per-square-foot allowance. However, due to the long-term nature of the leases, the leases may not reset rental rates frequently enough to cover inflation.



|(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.



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 Ventures assets by
class are as follows:



Page 20



---

##### Table of Contents

|                      |  |                                      
|--------------------- |  | -------------------------------------
|Buildings             |  | 25 years                             
|Building improvements |  | Remaining useful life of the building
|Land improvements     |  | 20 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 the
Joint Ventures, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by
determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted
future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value and recognizes an impairment loss. Management has determined that there has been no impairment in the carrying value of real estate
assets held by the Partnership as of June 30, 2004.



Projections of expected
future cash flows require 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.



|(g) |  | Certain Litigation Involving our General Partners
|--- |  | -------------------------------------------------



By Order dated June 3, 2004, the Superior Court of Gwinnett County, Georgia, dismissed, without prejudice, the putative class action complaint filed on or about March 12,
2004 against Leo F. Wells, III, Wells Capital, and certain affiliates of Wells Capital relating to Wells Real Estate Fund I, an affiliate of the General Partners (Hendry et al. v. Leo F. Wells, III et al., Superior Court of Gwinnett County, Georgia,
Civil Action No. 04-A-2791 2).



|(h) |  | Subsequent Event
|--- |  | ----------------



On July 1, 2004, two Wells-affiliated Joint Ventures, including Fund II-III-VI-VII Associates, sold two real properties, including the Holcomb Bridge Property, to an unrelated third party for a gross sale price of
$9,500,000. As a result of the sale of the Holcomb Bridge Property, the Partnership received net sale proceeds of approximately $1,804,000, recognized an immediate gain of approximately $489,000, and recorded a deferred gain of approximately
$42,000. The deferred gain represents the Partnerships pro rata allocation of maximum exposure under an eighteen-month rental guarantee provided to the purchaser in connection with the sale. Gain on the sale of the Holcomb Bridge Property may
be adjusted as additional information becomes available in subsequent periods.



Page 21



---

##### Table of Contents

|ITEM 3. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|------- |  | -----------------------------------------------------------



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



|ITEM 4. |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------



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



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



Page 22



---

##### Table of Contents

PART II.    OTHER INFORMATION



|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|------- |  | --------------------------------



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



|(b) |  | The Partnership filed the following Current Reports on Form 8-K during the second quarter of 2004:
|--- |  | --------------------------------------------------------------------------------------------------



| | (i) |  | On May 10, 2004, the Partnership filed a Current Report on Form 8-K dated April 29, 2004, reporting the sale of Stockbridge Village II, Stockbridge Village III and Stockbridge
Village I Expansion; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | On June 24, 2004, the Partnership filed Amendment No. 1 to Current Report on Form 8-K/A dated April 29, 2004, providing the required financial statements relating to the sale of
Stockbridge Village II, Stockbridge Village III, and Stockbridge Village I Expansion.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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)                   
|                |  |  | 
|                |  |  |  |                            |  | By: WELLS PARTNERS, L.P.       
|                |  |  |  |                            |  | (General Partner)              
|                |  |  | 
|                |  |  |  |                            |  | By: WELLS CAPITAL, INC.        
|                |  |  |  |                            |  | (Corporate General Partner)    
|                |  | 
|August 12, 2004 |  |  |  | /s/     LEO F. WELLS, III 
|                |  |  |  |                            |  | Leo F. Wells, III              
|                |  |  |  |                            |  | President                      
|                |  | 
|August 12, 2004 |  |  |  | /s/    DOUGLAS P. WILLIAMS
|                |  |  |  |                            |  | Douglas P. Williams            
|                |  |  |  |                            |  | Principal Financial Officer    
|                |  |  |  |                            |  | of Wells Capital, Inc.         



Page 23



---

##### Table of Contents

EXHIBIT INDEX

TO

SECOND QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VI, L.P.



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.1        |  | Purchase and Sale Agreement for Stockbridge Village Shopping Center, Stockbridge Village II, Stockbridge Village III, Stockbridge Village I Expansion, and Hannover Center (previously filed
with the Commission as Exhibit 10.1 to the Form 10-Q of Wells Real Estate Fund III, L.P. for the period ending June 30, 2004, Commission File No. 0-18407, and hereby incorporated by this reference).
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                             
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                             
|            | 
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002