<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q



(Mark One)

<TABLE>
<S>   <C>
[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended                             June 30, 2001                             or
                                -----------------------------------------------------------------

[_]   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                                               to
                                -----------------------------------------         -----------------------------------------

Commission file number                                          0-16518
                               --------------------------------------------------------------------------------------------

                                                     WELLS REAL ESTATE FUND II
---------------------------------------------------------------------------------------------------------------------------
                                    (Exact name of registrant as specified in its charter)

                         Georgia                                                              58-1678709
-------------------------------------------------------------    -----------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification Number)


6200 The Corners Parkway, Suite 250, Norcross, Georgia                                             30092
-------------------------------------------------------------    -----------------------------------------------------------
         (Address of principal executive offices)                                                 (Zip Code)

Registrant's telephone number, including area code                                           (770) 449-7800
                                                     -----------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------------------
                     (Former name, former address, and former fiscal year, if changed since last report)
</TABLE>

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.

                X
       Yes  _________        No  __________

<PAGE>

                                   FORM 10-Q

                           WELLS REAL ESTATE FUND II

                    (A Georgia Public Limited Partnership)


                                     INDEX



<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------
<S>                                                                                               <C>
PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Balance Sheets--June 30, 2001 and December 31, 2000                                         3

          Statements of Income for the Three Months and Six Months Ended June 30, 2001 and
             2000                                                                                     4

          Statements of Partners' Capital for the Year Ended December 31, 2000 and the Six
             Months Ended June 30, 2001                                                               5

          Statements of Cash Flows for the Six Months Ended June 30, 2001
             and 2000                                                                                 6

          Condensed Notes to Financial Statements                                                     7

 Item 2.  Management's Discussion and Analysis of Financial Condition and Results
             of Operations                                                                           10

PART II.  OTHER INFORMATION                                                                          12
</TABLE>

                                       2
<PAGE>

                           WELLS REAL ESTATE FUND II

                    (A Georgia Public Limited Partnership)


                                BALANCE SHEETS




<TABLE>
<CAPTION>
                                                                         June 30,         December 31,
                                                                          2001                2000
                                                                       -----------      ---------------
<S>                                                                  <C>                <C>
ASSETS:
  Investment in joint venture (Note 2)                                 $18,714,018        $19,280,727
  Cash and cash equivalents                                                 69,845             47,334
  Due from affiliate                                                       262,514            468,016
  Prepaid expenses and other assets                                          1,161                187
                                                                       -----------        -----------
        Total assets                                                   $19,047,538        $19,796,264
                                                                       ===========        ===========
LIABILITIES AND PARTNERS' CAPITAL:
  Liabilities:
     Accounts payable                                                  $         0        $     5,584
     Partnership distributions payable                                     245,625            483,158
                                                                       -----------        -----------
           Total liabilities                                               245,625            488,742
                                                                       -----------        -----------
  Partners' capital:
     Limited partners:
       Class A--108,572 units                                           18,801,913         19,307,522
       Class B--30,221 units                                                     0                  0
                                                                       -----------        -----------
          Total partners' capital                                       18,801,913         19,307,522
                                                                       -----------        -----------
          Total liabilities and partners' capital                      $19,047,538        $19,796,264
                                                                       ===========        ===========
</TABLE>

           See accompanying condensed notes to financial statements.

                                       3
<PAGE>

                           WELLS REAL ESTATE FUND II

                    (A Georgia Public Limited Partnership)


                             STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                      Three Months Ended               Six Months Ended
                                                    ----------------------           --------------------
                                                      June 30,   June 30,             June 30,    June 30,
                                                       2001       2000                 2001        2000
                                                    ----------  ----------           ---------  ---------
<S>                                              <C>            <C>             <C>             <C>
REVENUES:
  Equity in income of joint venture (Note 2)          $   195    $130,169             $206,021    $284,107
  Interest income                                         489         193                  931         231
                                                      -------    --------             --------    --------
                                                          684     130,362              206,952     284,338
                                                      -------    --------             --------    --------
EXPENSES:
  Partnership administration                               19           0                   19           0
                                                      -------    --------             --------    --------
NET INCOME                                            $   665    $130,362             $206,933    $284,338
                                                      =======    ========             ========    ========

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS      $   665    $130,362             $206,933    $284,338
                                                      =======    ========             ========    ========

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS        $     0    $      0             $      0    $      0
                                                      =======    ========             ========    ========

NET INCOME PER CLASS A LIMITED PARTNER UNIT           $  0.01    $   1.20             $   1.91    $   2.62
                                                      =======    ========             ========    ========

NET LOSS PER CLASS B LIMITED PARTNER UNIT             $  0.00    $   0.00             $   0.00    $   0.00
                                                      =======    ========             ========    ========

CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT    $  2.19    $   4.53             $   6.56    $   8.91
                                                      =======    ========             ========    ========
</TABLE>

           See accompanying condensed notes to financial statements.

                                       4
<PAGE>

                           WELLS REAL ESTATE FUND II

                    (A Georgia Public Limited Partnership)


                        STATEMENTS OF PARTNERS' CAPITAL

                     FOR THE YEAR ENDED DECEMBER 31, 2000

                    AND THE SIX MONTHS ENDED JUNE 30, 2001

<TABLE>
<CAPTION>
                                                               Limited Partners                            Total
                                          ----------------------------------------------------------
                                                   Class A                          Class B              Partners'
                                          -----------------------------    -------------------------
                                            Units          Amounts           Units         Amounts        Capital
                                          ---------      --------------    ---------    ------------   ---------------
<S>                                       <C>            <C>               <C>          <C>            <C>
BALANCE, December 31, 1999                  108,572      $  20,722,383        30,221    $        0      $  20,722,383

  Net income                                      0            502,126             0             0            502,126
  Partnership distributions                       0         (1,916,987)            0             0         (1,916,987)
                                          ---------      --------------    ---------    ------------   ---------------
BALANCE, December 31, 2000                  108,572         19,307,522        30,221             0         19,307,522

  Net income                                      0            206,933             0             0            206,933
  Partnership distributions                       0           (712,542)            0             0           (712,542)
                                          ---------      --------------    ---------    ------------   ---------------
BALANCE, June 30, 2001                      108,572      $  18,801,913        30,221    $        0      $  18,801,913
                                          =========      =============     =========    ============   ===============
</TABLE>


           See accompanying condensed notes to financial statements.

                                       5
<PAGE>

                           WELLS REAL ESTATE FUND II


                    (A Georgia Public Limited Partnership)


                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                          ------------------------------
                                                                             June 30,        June 30,
                                                                               2001            2000
                                                                          -------------   --------------

<S>                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $    206,933    $      284,338
  Adjustments to reconcile net income to net cash used in operating
   activities:
     Equity in income of joint venture                                        (206,021)         (284,107)
     Changes in assets and liabilities:
       Accounts payable                                                         (5,584)           (2,901)
       Prepaid expenses and other assets                                          (974)                0
                                                                          -------------   --------------
         Net cash used in operating activities                                  (5,646)           (2,670)
                                                                          -------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Distributions received from joint ventures                                   978,232           902,369
                                                                          -------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions to partners                                                   (950,075)         (950,046)
                                                                          -------------   --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            22,511           (50,347)

CASH AND CASH EQUIVALENTS, beginning of year                                    47,334            90,558
                                                                          -------------   --------------
CASH AND CASH EQUIVALENTS, end of period                                  $     69,845    $       40,211
                                                                          =============   ==============
</TABLE>


           See accompanying condensed notes to financial statements.

                                       6
<PAGE>

                           WELLS REAL ESTATE FUND II

                    (A Georgia Public Limited Partnership)

                    CONDENSED NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2001

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) General

   Wells Real Estate Fund II (the "Partnership") is a Georgia public limited
   partnership with Leo F. Wells, III and Wells Capital, Inc. serving as General
   Partners. The Partnership was formed on June 23, 1986, for the purpose of
   acquiring, developing, constructing, owning, operating, improving, leasing,
   and otherwise 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. Limited partners shall have
   the right to change their prior elections to have some or all of their units
   treated as Class A units or Class B units one time during each quarterly
   accounting period. Limited partners may vote to, among other things, (a)
   amend the partnership agreement, subject to certain limitations, (b) change
   the business purpose or investment objectives of the Partnership, and (c)
   remove a general partner. A majority vote on any of the above described
   matters will bind the Partnership, without the concurrence of the general
   partners. Each limited partnership unit has equal voting rights, regardless
   of class.

   On September 8, 1986, the Partnership commenced a public offering of its
   limited partnership units pursuant to a Registration Statement filed on Form
   S-11 under the Securities Act of 1933. The Partnership terminated its
   offering on September 7, 1988 and received gross proceeds of $34,948,250
   representing subscriptions from 4,440 Limited Partners, composed of two
   classes of limited partnership interests, Class A and Class B limited
   partnership units.

   The Partnership owns interests in properties through its ownership in the
   following joint ventures with other Wells Real Estate Funds: (i) a joint
   venture between the Partnership and Wells Real Estate Fund II-OW (the "Fund
   II-Fund II-OW Joint Venture"), (ii) a joint venture between the Fund II-Fund
   II-OW Joint Venture and Wells Real Estate Fund III, L.P. ("Fund II-Fund III
   Associates"), (iii) a joint venture among Fund II-Fund III Associates, Wells
   Real Estate Fund VI, L.P., and Wells Real Estate Fund VII, L.P. ("Fund II,
   III, VI, VII Associates"), (iv) a joint venture between the Fund II-Fund II-
   OW Joint Venture and Wells Real Estate Fund I (the "Tucker Joint Venture"),
   and (v) a joint venture among Wells Real Estate Fund I, the Fund II-Fund II-
   OW Joint Venture, Wells Real Estate Fund VI, L.P., and Wells Real Estate Fund
   VII, L.P. (the "Fund I, II, II-OW, VI, VII Joint Venture").

   As of June 30, 2001, the Partnership owned interests in the following
   properties through its ownership of the foregoing joint ventures: (i) a two-
   story office building located in Charlotte, North Carolina ("First Union at
   Charlotte"), owned by the Fund II-Fund II-OW Joint Venture, (ii) a four-story
   office building located in metropolitan Houston, Texas (the "Atrium"), owned
   by Fund II-Fund III Associates, (iii) a restaurant located in Fulton County,
   Georgia (the "Brookwood Grill"), owned by Fund II-Fund III Associates, (iv)
   an office/retail center in Fulton County, Georgia ("Holcomb Bridge Road
   Property"), owned by Fund II, III, VI, VII Associates, (v) a retail shopping

                                       7
<PAGE>

   and commercial office complex located in Tucker, Georgia ("Heritage Place at
   Tucker Property"), owned by the Tucker Joint Venture, and (vi) a shopping
   center located in Cherokee County, Georgia ("Cherokee Commons"), owned by the
   Fund I, II, II-OW, VI, VII Joint Venture. All of the foregoing properties
   were acquired on an all cash basis. For further information regarding these
   joint ventures and properties, refer to the Partnership's Form 10-K for the
   year ended December 31, 2000.

   (b) Basis of Presentation

   The financial statements of Wells Real Estate Fund II have been prepared in
   accordance with instructions to Form 10-Q and do not include all of the
   information and footnotes required by generally accepted accounting
   principles for complete financial statements. These quarterly statements have
   not been examined by independent accountants, but in the opinion of the
   General Partners, the statements for the unaudited interim periods presented
   include all adjustments, which are of a normal and recurring nature,
   necessary to present a fair presentation of the results for such periods.

2. INVESTMENT IN JOINT VENTURE

   The Partnership owned interests in six properties as of June 30, 2001 through
   its interest in the Fund II-Fund II-OW Joint Venture. The Partnership does
   not have control over the operations of the joint venture; however, it does
   exercise significant influence. Accordingly, investment in the joint venture
   is recorded using the equity method.

   Fund II-Fund II-OW Joint Venture

   The Partnership owns all of its properties through the Fund II-Fund II-OW
   Joint Venture formed on March 1, 1988 between the Partnership and Wells Real
   Estate Fund II-OW ("Wells Fund II-OW"). Wells Fund II-OW is a Georgia public
   limited partnership affiliated with the Partnership through common general
   partners. The investment objectives of Wells Fund II-OW are substantially
   identical to those of the Partnership. As of June 30, 2001, the Partnership's
   equity interest in Wells Fund II-Fund II-OW Joint Venture was approximately
   95%, and the equity interest of Wells Fund II-OW was approximately 5%.

                                       8
<PAGE>

  SUMMARY OF OPERATIONS

  The following information summarizes the operations of the Fund II-Fund II-OW
  Joint Venture as of June 30, 2001 and 2000, respectively.

<TABLE>
<CAPTION>
                                                                                        Partnership's Share of
                                               Total Revenues          Net Income             Net Income
                                             ------------------    ------------------   ----------------------
                                             Three Months Ended    Three Months Ended      Three Months Ended
                                             ------------------    ------------------   ----------------------
                                             June 30,  June 30,    June 30,  June 30,     June 30,    June 30,
                                               2001      2000        2001      2000         2001        2000
                                             --------  --------    --------  --------     --------    --------
<S>                                          <C>       <C>         <C>       <C>          <C>         <C>
Fund II-Fund II-OW Joint Venture             $176,178  $295,062    $    206  $137,469     $    195    $130,169
                                             ========  ========    ========  ========     ========    ========

<CAPTION>
                                                                                        Partnership's Share of
                                               Total Revenues          Net Income              Net Income
                                             ------------------    ------------------   ----------------------
                                              Six Months Ended      Six Months Ended         Six Months Ended
                                             ------------------    ------------------   ----------------------
                                             June 30,  June 30,    June 30,  June 30,     June 30,    June 30,
                                               2001      2000        2001      2000         2001        2000
                                             --------  --------    --------  --------     --------    --------
<S>                                          <C>       <C>         <C>       <C>          <C>         <C>
Fund II-Fund II-OW Joint Venture             $542,867  $609,263    $217,574  $300,039     $206,021    $284,107
                                             ========  ========    ========  ========     ========    ========
</TABLE>


  The following information summarizes the operations of the unconsolidated
  joint ventures in which the Fund II-Fund II-OW Joint Venture had ownership
  interests as of June 30, 2001 and 2000, respectively.

<TABLE>
<CAPTION>
                                                                                            Fund II-Fund II-OW
                                                                                           Joint Venture's Share
                                               Total Revenues            Net Income            of Net Income
                                           ----------------------  ----------------------  ----------------------
                                             Three Months Ended      Three Months Ended    Three Months Ended
                                           ----------------------  ----------------------  ----------------------
                                            June 30,    June 30,     June 30,    June 30,   June 30,     June 30,
                                              2001        2000         2001        2000       2001         2000
                                           ----------  ----------  -----------  ---------  ----------   ---------
<S>                                        <C>         <C>         <C>          <C>        <C>          <C>
Fund II-Fund III Joint Venture             $  425,120  $  422,414  $    (6,622) $ (32,808) $   (3,667)  $ (19,732)
Fund II-III-IV-VII Joint Venture              205,914     222,699       62,363     68,199       9,359      10,235
Tucker Joint Venture                          346,837     351,124       88,067     82,382      39,551      36,998
Fund I-II-IIOW-VI-VII Joint
  Venture                                     253,968     240,232      111,010    103,548      60,568      56,497
                                           ----------  ----------  -----------  ---------  ----------   ---------
                                           $1,231,839  $1,236,469  $   254,818  $ 221,321  $  105,811   $  83,998
                                           ==========  ==========  ===========  =========  ==========   =========

<CAPTION>
                                                                                            Fund II-Fund II-OW
                                                                                           Joint Venture's Share
                                               Total Revenues            Net Income            of Net Income
                                           ----------------------  ----------------------  ----------------------
                                               Six Months Ended       Six Months Ended        Six Months Ended
                                           ----------------------  ----------------------  ----------------------
                                            June 30,    June 30,     June 30,    June 30,   June 30,     June 30,
                                              2001        2000         2001        2000       2001         2000
                                           ----------  ----------  ----------   ---------  ----------   ---------
<S>                                        <C>         <C>         <C>          <C>        <C>          <C>
Fund II-Fund III Joint Venture             $  852,994  $  846,137  $   34,628   $ (51,556) $   21,995   $ (30,952)
Fund II-III-IV-VII Joint Venture              416,291     444,856      91,170     138,422      13,682      20,774
Tucker Joint Venture                          684,315     688,410     147,720     139,715      66,341      62,746
Fund I-II-IIOW-VI-VII Joint
  Venture                                     510,976     483,100     287,694     246,467     156,969     134,475
                                           ----------  ----------  -----------  ---------  ----------   ---------
                                           $2,464,576  $2,462,503  $  561,212   $ 473,048  $  258,987   $ 187,043
                                           ==========  ==========  ===========  =========  ==========   =========
</TABLE>

                                       9
<PAGE>

   SUMMARY OF OPERATIONS


   The following information summarizes the operations of the properties, which
   are owned by the above joint ventures and significant to the Partnership, for
   the periods ended June 30, 2001 and June 30, 2000, respectively. Audited
   financial statements of these properties are included in the Partnership's
   Annual Report on Form 10-K filed for the year ended December 31, 2000:

<TABLE>
<CAPTION>
                                                                                         Partnership's Share of
                                        Total Revenues            Net Income                   Net Income
                                    -----------------------  -----------------------   --------------------------
                                      Three Months Ended       Three Months Ended          Three Months Ended
                                    -----------------------  -----------------------   --------------------------
                                      June 30,    June 30,      June 30,   June 30,      June 30,        June 30,
                                        2001        2000         2001       2000           2001            2000
                                    ---------    ----------   ---------   ----------   ------------    ----------
<S>                                 <C>          <C>          <C>         <C>          <C>             <C>
   First Union at Charlotte         $  70,768    $ 211,064    $ (61,121)  $  97,538    $  (57,875)      $ 92,358
   Boeing at the Atrium               368,822      366,176      (43,965)    (68,983)      (25,498)       (40,041)
                                    ---------    ---------    ---------   ---------    ----------       --------
                                    $ 439,590    $ 577,240    $(105,086)  $  28,555    $  (83,373)      $ 52,317
                                    =========    =========    =========   =========    ==========       ========

<CAPTION>
                                                                                         Partnership's Share of
                                       Total Revenues               Net Income                 Net Income
                                    -----------------------  -----------------------   --------------------------
                                      Six Months Ended           Six Months Ended           Six Months Ended
                                    -----------------------  -----------------------   --------------------------
                                      June 30,    June 30,      June 30,   June 30,      June 30,        June 30,
                                        2001        2000         2001       2000           2001            2000
                                    ---------    ----------   ---------   ----------   ------------    ----------
<S>                                 <C>          <C>          <C>         <C>          <C>             <C>
   First Union at Charlotte         $  281,550   $  422,220   $  31,546   $ 195,632    $   29,871       $185,244
   Boeing at the Atrium                740,459      733,712     (38,460)   (113,619)      (22,305)       (65,950)
                                    ----------   ----------   ---------   ---------    ----------       --------
                                    $1,022,009   $1,155,932   $  (6,914)  $  82,013    $    7,547       $119,294
                                    ==========   ==========   =========   =========    ==========       ========
</TABLE>


3. SUBSEQUENT EVENT

   On August 7, 2001, Fund I, II, II-OW, VI and VII Joint Venture entered into a
   purchase and sale agreement to sell Cherokee Commons. The contract price
   exceeds the carrying value of the property. Since the transaction is subject
   to a due diligence period, there are no assurances that the sale will close.

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
   RESULTS OF OPERATIONS

   The following discussion and analysis should be read in conjunction with the
   accompanying financial statements of the Partnership and notes thereto. This
   Report contains 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, including discussion and analysis of the financial condition of the
   Partnership, anticipated capital expenditures required to complete certain
   projects, amounts of cash distributions anticipated to be distributed to
   Limited Partners in the future and certain other matters. Readers of this
   Report should be aware that there are various factors that could cause actual
   results to differ materially from any forward-looking statement made in this
   Report, which include construction costs which may exceed estimates,
   construction delays, lease-up risks, inability to obtain new tenants upon the
   expiration of existing leases, and the potential need to fund tenant
   improvements or other capital expenditures out of operating cash flow.

1. RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS

   General

   As of June 30, 2001, the developed properties owned by the Fund II-Fund II-OW
   Joint Venture were 69.3% occupied, as compared to 97.4% occupied as of June
   30, 2000, primarily due the expiration of First Union's lease on April 30,
   2001.

                                       10
<PAGE>

   Gross revenues of the Partnership decreased to $195 for the three months
   ended June 30, 2001 and $206,952 for the six months ended June 30, 2001 from
   $130,169 for the three months ended June 30, 2000 and $284,338 for the six
   months ended June 30, 2000, primarily due to a decrease in equity in income
   from joint ventures resulting from the expiration of First Union's lease on
   April 30, 2001, offset by an increase in rental income from increased rental
   rates at the Cherokee Property, and an adjustment to the common area
   maintenance billings to the tenant at the Atrium Property. As a result, net
   income decreased to $206,933 for the six months ended June 30, 2001 as
   compared to $284,338 for the same period in 2000.

   The Partnership's net cash used in operating activities was $5,646 for the
   six months ended June 30, 2001, as compared to $2,670 for the six months
   ended June 30, 2000. Net cash provided by investing activities increased to
   $978,232 for 2001 from $902,369 in 2000, primarily due to increased
   distributions received from the Fund II-Fund II-OW Joint Venture as a result
   of additional revenue from the Cherokee and Atrium properties as explained
   above. The Fund anticipates receiving less distributions from joint ventures
   until the First Union Property is leased. The management team is currently
   working on leasing this space.

   The Partnership declared cash distributions to the Limited Partners holding
   Class A Units for the six months ended June 30, 2001 in the amount of $6.56
   per Class A Unit, as compared to distributions of $8.91 per Class A Unit for
   the six months ended June 30, 2000. No cash distributions were made by the
   Partnership to the Limited Partners holding Class B Units or to the General
   Partner.

   The Partnership's distributions paid and payable through the second quarter
   of 2001 have been paid from net cash from operations and from distributions
   received from its investments in the Fund II-Fund II-OW Joint Venture. The
   Partnership expects to continue to meets its short-term liquidity
   requirements generally through net cash provided by operations which the
   Partnership believes will continue to be adequate to meet both operating
   requirements and distributions to limited partners.

   The Partnership recently made the decision to begin selling its properties.
   As the properties are sold, all proceeds will be returned to limited partners
   in accordance with the Partnership's prospectus. Management estimates that
   the fair market value of each of the properties exceeds the carrying value of
   the corresponding real estate assets; consequently, no impairment loss has
   been recorded. In the event that the net sales proceeds are less than the
   carrying value of the property sold, the Partnership would recognize a loss
   on the sale. Management is not contractually or financially obligated to sell
   any of its properties, and it is management's current intent to fully realize
   the Partnership's investment in real estate. The success of the Partnership's
   future operations and the ability to realize the investment in its assets
   will be dependent on the Partnership's ability to maintain rental rates,
   occupancy and an appropriate level of operating expenses in future years.
   Management believes that the steps that it is taking will enable the
   Partnership to realize its investment in its assets.

                                       11
<PAGE>

                          PART II.  OTHER INFORMATION

ITEM 6 (b.)  No reports on Form 8-K were filed during the second quarter of
2001.

                                  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 II
                                     (Registrant)
Dated:  August 10, 2001          By: /s/ Leo F. Wells, III
                                     -----------------------------------
                                     Leo F. Wells, III, as Individual
                                     General Partner, and as President and
                                     Chief Financial Officer
                                     of Wells Capital, Inc., the
                                     Corporate General Partner

                                       12