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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(Mark One)



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

|[Fee |  | Required]
|---- |  | ---------



For the fiscal year ended December 31, 2002 or



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

|[No |  | Fee Required]
|--- |  | -------------



For the transition period from
to



Commission file number 0-17876



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WELLS REAL ESTATE FUND II-OW

(Exact name of registrant as specified in its charter)



|Georgia                                                        |  | 58-1754703                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                              
|6200 The Corners Parkway, Suite 250 Norcross, Georgia          |  | 30092 (Zip Code)                       
|(Address of principal executive offices)                       |  |                                        
|                                                              
|Registrants telephone number, including area code             |  | (770) 449-7800                         
|Securities registered
pursuant to Section 12 (b) of the Act:  
|                                                              
|Title of each class                                            |  | Name of exchange on which registered   
|NONE                                                           |  | NONE                                   



Securities registered
pursuant to Section 12 (g) of the Act:



CLASS A UNITS

(Title of Class)



CLASS B UNITS

(Title of Class)



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 ̈



Aggregate market value of the voting stock held by nonaffiliates: Not Applicable



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PART I



ITEM 1.    BUSINESS



General



Wells Real Estate Fund II-OW (the Partnership) is a Georgia
public limited partnership with Leo F. Wells, III and Wells Capital, Inc. serving as its General Partners. The Partnership was formed on October 23, 1987 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing,
and otherwise managing income-producing properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. 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 November 6, 1987, 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, upon receiving gross offering proceeds of $1,922,000 for 7,688 Class A and Class B limited partner units at $250 per unit from 219 limited partners.



Employees



The Partnership has no direct employees. The employees of Wells Capital and
Wells Management Company, Inc. an affiliate of the General Partners, perform a full range of real estate services including leasing and property management, accounting, asset management and investor relations for the Partnership. See Item 11
Compensation of General Partners and Affiliates for a summary of the fees paid to the General Partners and their affiliates during the year ended December 31, 2002



Insurance



Wells Management Company, Inc. carries comprehensive liability and extended coverage with respect to all of the properties owned by the Partnership
through its investment in Fund II-IIOW Associates. In the opinion of management, all such properties are adequately insured.



Competition



The Partnership will experience competition for tenants from owners and managers of competing projects which may include the General Partners and their
affiliates. As a result, the Partnership may provide free rent, reduced charges for tenant improvements, and other inducements, all of which may have an adverse impact on results of operations. At the time the Partnership elects to dispose of its
properties, the Partnership will also be in competition with sellers of similar properties to locate suitable purchasers for its properties.



ITEM 2.    PROPERTIES



The Partnership owns interests in all properties through its investment in Fund II- IIOW Associates, a joint venture formed on March 1, 1988 between
the Partnership and Wells Real Estate Fund II (Wells Fund II). The investment objectives of Wells Fund II are substantially identical to those of the Partnership. As of December 31, 2002, the Partnerships equity interest in Fund
II- IIOW Associates was approximately 5%, and the equity interest of Wells Fund II was approximately 95%. The Partnership does not have control over the operations of Fund II-IIOW Associates; however, it does exercise significant influence.
Accordingly, the investment in Fund II-IIOW Associates is recorded using the equity method of accounting.



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As of December 31, 2002, Fund
II-IIOW Associates owned a 100% interest in the following property:



|                                                                                                                                                      |  |                                                                 |  |                                                                                      |  | Occupancy % |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ----------- | -
|Joint Venture                                                                                                                                         |  | Joint Venture Partners                                          |  | Property                                                                             |  | 12/31/02    |  
|Fund II-IIOW Associates                                                                                                                               |  |     Wells Real Estate Fund II     Wells Real Estate Fund IIOW |  | Louis Rose Building A two story office building located in Charlotte, North Carolina |  | 0           | %
|                                                                                                                                                     
|As of December 31, 2002, Fund II-IIOW Associates owned interests in the following four properties through the
affiliated joint ventures listed below:

|                                  |  |                                                                                                                    |  |                                                                                               |  | Occupancy % |  
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------- |  | ----------- | -
|Joint Venture                     |  | Joint Venture Partners                                                                                             |  | Property                                                                                      |  | 12/31/02    |  
|Fund I-II Tucker Associates       |  |     Wells Real Estate Fund I     Fund II-IIOW Associates                                                         |  | 1.  Heritage Place A retail shopping and commercial office
complex located in Tucker, Georgia |  | 76          | %
|Fund II-III Associates Atrium    |  |     Fund II-IIOW Associates     Wells Real Estate Fund III, L.P.                                                 |  | 2.  Boeing at the Atrium A four story office building located in Houston, Texas               |  | 81          | %
|Fund II-III Associates Brookwood |  |     Fund II-IIOW Associates     Wells Real Estate Fund III, L.P.                                                 |  | 3.  Brookwood Grill A restaurant located in Fulton County,
Georgia                            |  | 100         | %
|Fund II-III-VI-VII Associates     |  |     Fund II-III Associates Brookwood     Wells Real Estate Fund VI, L.P.     Wells Real Estate Fund VII, L.P . |  | 4.  Holcomb Bridge Property An office/retail center located in Roswell, Georgia               |  | 60          | %



On October 1, 2001, Fund
I-II-IIOW-VI-VII Associates, a joint venture among Wells Real Estate Fund I, Fund II-IIOW Associates, Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., sold the Cherokee Commons property to an unrelated third party. The Cherokee
Commons property is a retail shopping center located in Cherokee County, Georgia. Of the $239,775 in net proceeds from the sale of this property that are attributable to the Partnership, approximately $80,000 have been expended for tenant
improvements for Boeing at the Atrium, as further discussed below. The remaining portion of the sales proceeds attributable to the Partnership are held by Fund II-IIOW Associates and, therefore, included in due from affiliates in the accompanying
balance sheet as of December 31, 2002.



Each of the above
properties was acquired on an all cash basis. For further information regarding the foregoing joint ventures and properties, refer to the footnotes to the financial statements included herein.



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As of December 31, 2002, the
lease expirations scheduled during each of the following ten years for all properties in which the Partnership owned an interest through the joint ventures described above, assuming no exercise of renewal options or termination rights, are
summarized below:



|Year of Lease Expiration |  | Number of Leases Expiring |  | Square Feet Expiring |  | Annualized Gross Base Rent |           | Partnership Share of Annualized Gross Base Rent |   | Percentage of Total Square Feet Expiring |  |        | Percentage of Total Annualized Gross Base Rent | 
|------------------------ |  | ------------------------- |  | -------------------- |  | -------------------------- | --------- | ----------------------------------------------- | - | ---------------------------------------- |  | ------ | ---------------------------------------------- | 
|2003                     |  | 7                         |  | 15,063               |  | $                          | 227,427   |                                                 | $ | 85,127                                   |  | 7.40   | %                                              | 
|2004                     |  | 13                        |  | 24,319               |  |                            | 430,335   |                                                 |   | 154,758                                  |  | 11.95  |                                                | 
|2005                     |  | 9                         |  | 17,994               |  |                            | 334,159   |                                                 |   | 109,447                                  |  | 8.84   |                                                | 
|2006                     |  | 5                         |  | 14,517               |  |                            | 306,413   |                                                 |   | 58,002                                   |  | 7.13   |                                                | 
|2007                     |  | 3                         |  | 9,401                |  |                            | 179,420   |                                                 |   | 76,307                                   |  | 4.62   |                                                | 
|2008 (1)                 |  | 3                         |  | 109,531              |  |                            | 1,715,321 |                                                 |   | 990,361                                  |  | 53.82  |                                                | 
|2010                     |  | 1                         |  | 5,265                |  |                            | 112,092   |                                                 |   | 47,673                                   |  | 2.59   |                                                | 
|2012                     |  | 1                         |  | 7,440                |  |                            | 276,492   |                                                 |   | 163,241                                  |  | 3.65   |                                                | 
|                         |  |                           |  |                      |  |                            |           |                                                 |   |                                          |  |        |                                                | 
|                         |  | 42                        |  | 203,530              |  | $                          | 3,581,659 |                                                 | $ | 1,684,916                                |  | 100.00 | %                                              | 
|                         |  |                           |  |                      |  |                            |           |                                                 |   |                                          |  |        |                                                | 

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|(1) |  | Includes expiration of Boeing lease (106,014 square feet).
|--- |  | ----------------------------------------------------------



The properties and joint ventures in which the Partnership owns an interest as of December 31, 2002 are further described below:



Louis Rose Building



On May 9, 1988, Fund II- IIOW Associates acquired the Louis Rose Building, a
two-story office building, containing approximately 70,752 net leaseable square feet and, located on a 9.54 acre tract of land located in Charlotte, Mecklenburg County, North Carolina, for a gross purchase price of $8,550,000, including acquisition
and closing costs.



The Louis Rose Building continues to remain
vacant following the expiration of the First Union Bank lease on April 30, 2001. As a result, revenues have declined by approximately $ 845,000 annually as compared to this property at full occupancy. The submarket in which this property is located,
University Research Park, contains approximately 2.2 million square feet of office space within approximately 32 buildings and is currently experiencing an overall average vacancy rate of approximately 30%. The over-supply of office space in the
area has resulted in substantial downward pressure on rental rates for Class A office buildings; however, we are continuing our efforts to market this property to potential users of office space of this type. Significant leasing commissions and
capital improvements are anticipated upon lease-up.



The average
effective annual rental rate per square foot of the Louis Rose Building was $0 for 2002, $3.98 for 2001, $11.93 for 2000, $10.14 for 1999 and $6.49 for 1998.



Boeing at the Atrium



On April 3, 1989, Fund II-IIOW Associates formed a joint venture with Wells Real Estate Fund III, L.P. (Wells Fund III), a public Georgia
limited partnership affiliated with the Partnership through common general partners, known as Fund II-III Associates Atrium for the purpose of acquiring a four-story office building located on a 5.6-acre tract of land adjacent to the Johnson
Space Center in metropolitan Houston, in the City of Nassau Bay, Harris County, Texas, known as Boeing at the Atrium. The investment objectives of Wells Fund III are substantially identical to those of the Partnership.



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In March 2002, Boeing/Shuttle
Division (Boeing) entered into a lease for the top three floors of the four-story Boeing at the Atrium, (94,203 sq ft) with annual rent of $1,483,698 commencing on September 1, 2002 for approximately six years. Boeing has since entered
into the following three amendments: amendment #1to lease an additional 296 square feet with annual rent of $4,662, commencing October 1, 2002, amendment #2to lease an additional 11,515 square feet with annual rent of $181,365,
commencing January 6, 2003, and amendment #3to lease an additional 10,449 square feet with annual rent of $164,572, estimated to commence July 1, 2003. Upon commencement of the third expansion, occupancy will rise to 100%.



As of December 31, 2002, Fund II-IIOW Associates and Wells Fund III had equity
interests in Fund II-III Associates-Atrium of approximately 61%, and 39% respectively.



The average effective rental rate per square foot was $6.05 for 2002, $12.35 for 2001, $12.34 for 2000, and $12.35 for 1999 and 1998.



Brookwood Grill



On January 31, 1990, Fund II-IIOW Associates acquired a 5.8 acre tract of undeveloped real property at the intersection of Warsaw Road and Holcomb Bridge
Road in Roswell, Fulton County, Georgia (the Brookwood Grill Property) for $1,848,561, including acquisition and closing costs. Concurrently, Fund II-IIOW Associates entered into a second joint venture agreement Wells Fund III, known as
Fund II-III Associates-Brookwood Grill.



On September 20, 1991,
Fund II-IIOW Associates contributed the Brookwood Grill Property, along with its interest as landlord under the lease agreement referred to below, as a capital contribution to Fund II-III Associates-Brookwood Grill. As of September 20, 1991, Fund
II-IIOW Associates had expended approximately $2,128,000 for the land acquisition and development of Brookwood Grill.



In September 1991, a lease agreement was entered into with the Brookwood Grill of Roswell, Inc. for the development of approximately 1.5 acres and
construction of a 7,440 square foot restaurant, which opened in March 1992, is similar in concept to Houstons, Ruby Tuesday, and TGI Fridays. The terms of the lease call for an initial term of 9 years and 11 months. Brookwood Grill
entered into a ten year extension after the initial lease term, which expires on February 29, 2012. Pursuant to the terms of the current lease, the tenant has the option to exercise two additional five-year renewal options upon expiration. Fund
II-III Associates-Brookwood has expended approximately $1,100,000 for the development and construction of the restaurant building together with parking areas, driveways, landscaping and other improvements.



The average effective rental rate per square foot was $27.04 for 2002, $31.56
for 2001, $30.22 for 2000 and 1999, and $30.26 for 1998.



As of
December 31, 2002, Fund II-IIOW Associates and Wells Fund III had made total contributions to Fund II-III Associates-Brookwood of approximately $2,128,000 and $1,330,000, respectively, for the acquisition and development of the Brookwood Grill.
Accordingly, Fund II-IIOW Associates holds an equity interest of approximately 62%, and Wells Fund III holds an equity interest of approximately 38% in Fund II-III Associates-Brookwood as of December 31, 2002.



On January 10, 1995, Fund II-III Associates-Brookwood contributed the
remaining 4.3 undeveloped acres of land comprising the Brookwood Grill Property to a new joint venture, Fund II-III-VI-VII Associates, which is further described below.



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Holcomb Bridge Property



In January 1995, Fund II-III AssociatesBrookwood
contributed to Fund II-III-VI-VII Associates approximately 4.3 acres of land at the intersection of Warsaw Road and Holcomb Bridge Road in Roswell, Fulton County, Georgia (the Brookwood Property) including land improvements for the
development and construction of two buildings with a total of 49,534 square feet. Once constructed, this property became known as the Holcomb Bridge Property.



As of December 31, 2002, nine tenants occupied approximately 60% of the Holcomb Bridge Property, with only one tenant, Bertuccis Restaurant,
occupying more than 10% of the space at 5,935 square feet. The Bertuccis Restaurant lease currently requires annual base rental payments of $127,850 and expires on February 28, 2006. Occupancy declined by approximately 29% during 2002, which
resulted in a corresponding decrease in revenues of approximately $203,000. Certain leases have been executed that provide for commencement in 2003, and will result in additional revenues of approximately $45,000 for 2003. Management is actively
seeking replacement tenants for the vacant space at this property.



The average effective annual rental rate per square foot was $12.97 for 2002, $17.07 for 2001, $17.55 for 2000, $19.36 for 1999, and $17.63 for 1998.



As of December 31, 2002, the joint venture partners had contributed the following amounts and held the following equity
interests in Fund II-III-VI-VII Associates: (i) Fund II-III Associates-Brookwood$1,729,116, in land and improvements, for an interest of approximately 24%, (ii) Wells Fund VI -$1,929,541 for an interest of approximately 26%, (iii) Wells Real
Estate Fund VII, L.P.$3,525,041 for an interest of approximately 50%.



Heritage Place



Fund II-IIOW
Associates entered into a joint venture agreement with Wells Real Estate Fund I (Wells Fund I), known as Fund I-II Associates-Tucker, for the purpose of developing, constructing, owning and operating Heritage Place, which is further
described below. The investment objectives of Wells Fund I are substantially identical to those of the Partnership. Both Fund II-IIOW Associates and Wells Fund I have funded the cost of developing Heritage Place through capital contributions made as
progressive stages of construction were completed. As of December 31, 2002, Fund II-IIOW Associates and Wells Fund I held equity interests of approximately 48% and 52%, respectively.



Heritage Place consists of a retail shopping center and a commercial office building complex located in Tucker, DeKalb
County, Georgia. The retail shopping center contains approximately 29,858 rentable square feet. The commercial office space, which is divided into seven separate buildings, contains approximately 67,465 rentable square feet.



No individual tenant occupied ten percent or more of the total rentable square
footage of the property as of December 31, 2002. The principal businesses of the tenants at Heritage Place include primarily retail shopping and commercial office services.



The average effective annual rental rate per square foot was $12.66 for 2002, $13.66 for 2001, $14.29 for 2000, $14.11 for
1999, and $12.76 for 1998.



On January 23, 2003, Fund I-II
Associates-Tucker entered into an agreement (the Agreement) to sell the retail shopping center portion of Heritage Place to an unrelated third-party for a gross selling price of $3,400,000. Pursuant to the terms of the Agreement, this
transaction was subject to a due diligence period, which ended on February 22, 2003 without significant modifications to the Agreement. Accordingly, Fund I-II Associates-Tucker currently anticipates closing on this sale during the second quarter of
2003.



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Cherokee Commons



Fund I-II-IIOW-VI-VII Associates was formed for the
purpose of owning and operating Cherokee Commons, which consists of a retail shopping center located in metropolitan Atlanta, Cherokee County, Georgia and has been expanded to consist of approximately 103,755 net leaseable square feet. Cherokee
Commons was initially developed through a joint venture between Fund II-IIOW Associates and Wells Fund I. On August 1, 1995 Cherokee Commons was contributed to Fund I-II-IIOW-VI-VII Associates for the expansion this perperty.



As of December 31 2002, Fund II-IIOW Associates had contributed property with
a book value of $4,860,100, Wells Fund I had contributed property with a book value of $2,139,900, and Wells Fund VI and Wells Fund VII had each contributed cash in the amount of $953,798 to Fund I-II-IIOW-VI-VII Associates. As of December 31, 2002,
the equity interests of the joint venture partners in Fund I-II-IIOW-VI-VII Associates were approximately as follows: Fund II-IIOW Associates54%, Wells Fund I24%, Wells Fund VI11%, and Wells Fund VII11%.



On October 1, 2001, Fund I-II-IIOW-VI-VII Associates sold Cherokee Commons for
net sale proceeds of $8,434,089 and a gain of $1,725,015 from this sale. A taxable gain of $111,419 and net sale proceeds of $4,601,723 were attributable to Fund II-IIOW Associates as a result of this transaction.



ITEM 3.    LEGAL PROCEEDINGS



There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Partnership during the fourth quarter of 2002.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of the Limited Partners during the fourth quarter of 2002.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.)



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PART II



|ITEM |  | 5.    MARKET FOR THE PARTNERSHIPS UNITS AND RELATED SECURITY HOLDER MATTERS
|---- |  | ----------------------------------------------------------------------------



As of February 28, 2003, the Partnership had 6,062 outstanding Class A Units
held by a total of 182 Limited Partners and 1,626 outstanding Class B Units held by a total of 40 Limited Partners. The capital contribution per unit is $250. There is no established public trading market for the Partnerships limited
partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units.



Class A Unit holders are entitled to an annual 8% noncumulative distribution
preference over Class B Unit holders as to cash distributions from net cash from operations, defined in the Partnership Agreement as cash flow, less adequate cash reserves for other obligations of the Partnership for which there is no provision, but
are initially allocated none of the depreciation, amortization, cost recovery and interest expense. These items are allocated to Class B Unit holders until their capital account balances have been reduced to zero.



Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners elect to have their cash distributed monthly. Cash distributions made to the Limited Partners during 2001 and 2002 were as follows:



|Distribution for Quarter Ended |  | Total Cash Distributed |        | Per Class A Unit Investment Income |   | Per Class A Unit Return of Capital |  | Per Class B Unit Return of Capital |      | General Partner
|------------------------------ |  | ---------------------- | ------ | ---------------------------------- | - | ---------------------------------- |  | ---------------------------------- | ---- | ---------------
|March 31, 2001                 |  | $                      | 26,521 |                                    | $ | 1.90                               |  | $                                  | 2.47 |                
|June 30, 2001                  |  | $                      | 13,261 |                                    | $ | 0.00                               |  | $                                  | 2.19 |                
|September 30, 2001             |  | $                      | 10,411 |                                    | $ | 0.00                               |  | $                                  | 1.72 |                
|December 31, 2001              |  | $                      | 0      |                                    | $ | 0.00                               |  | $                                  | 0.00 |                
|March 31, 2002                 |  | $                      | 0      |                                    | $ | 0.00                               |  | $                                  | 0.00 |                
|June 30, 2002                  |  | $                      | 0      |                                    | $ | 0.00                               |  | $                                  | 0.00 |                
|September 30, 2002             |  | $                      | 0      |                                    | $ | 0.00                               |  | $                                  | 0.00 |                
|December 31, 2002              |  | $                      | 0      |                                    | $ | 0.00                               |  | $                                  | 0.00 |                



The Partnership has
reserved distributions to limited partners from the fourth quarter of 2001 through the fourth quarter of 2002 as a result of the vacancy of Louis Rose Place, beginning May 2001, and in order to fund tenant improvements and leasing costs incurred in
connection with the Boeing lease renewal executed in March 2002.



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ITEM
6.    SELECTED FINANCIAL DATA



The
following sets forth a summary of the selected financial data as of and for the fiscal years ended December 31, 2002, 2001, 2000, 1999, and 1998:



|                                                            |  | 2002 |           |   | 2001 |   | 2000      |  | 1999 |           | 1998
|----------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- |  | ---- | --------- | ----
|Total assets                                                |  | $    | 1,023,250 |   |      | $ | 1,083,683 |  | $    | 1,109,652 |     
|Total revenues                                              |  |      | (61,423   | ) |      |   | 50,154    |  |      | 28,101    |     
|Net income (loss)                                           |  |      | (61,423   | ) |      |   | 50,154    |  |      | 28,101    |     
|Net income (loss) allocated to Class A Limited Partners     |  |      | (61,423   | ) |      |   | 50,154    |  |      | 28,101    |     
|Net loss allocated to Class B Limited Partners              |  |      | 0         |   |      |   | 0         |  |      | 0         |     
|Net income (loss) allocated to Class A Limited Partner Unit |  | $    | (10.13    | ) |      | $ | 8.27      |  | $    | 4.64      |     
|Net loss per Class B Limited Partner Unit                   |  |      | 0.00      |   |      |   | 0.00      |  |      | 0.00      |     
|Cash distribution per Class A Limited Partner Unit          |  |      | 0.00      |   |      |   | 8.28      |  |      | 17.79     |     
|Cash distribution per Class B Limited Partner Unit          |  |      | 0.00      |   |      |   | 0.00      |  |      | 0.00      |     



|ITEM 7. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  | -------------------------------------------------------------------------------------



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



(a)    Forward Looking Statements



This report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities
Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to limited
partners in the future and certain other matters. Readers of this report should be aware that there are various factors that could cause actual results to differ materially from any forward-looking statements made in this report, including
construction costs that 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, leasing commissions or other capital
expenditures or lease-up costs out of operating cash flows.



(b)    Results of Operations



Gross Revenues



Gross revenues of the Partnership were $(61,423), $50,154, and $28,101 for the years ended December 31, 2002, 2001, and 2000, respectively. The fluctuations in gross revenues of the Partnership are a direct result of the
corresponding changes in equity in (loss) income of Fund II-IIOW Associates caused by the changes in the joint venture gross revenues and expenses further describe below.



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Equity In (Loss) Income
of Fund II-IIOW Associates



Gross Revenues of Fund II-IIOW Associates



The gross revenues of Fund II-IIOW Associates were $(210,433), $1,677,167 and $1,107,486 for 2002, 2001, and 2000, respectively. The 2002
decrease from 2001 resulted from a decline in rental and reimbursement income due to the vacancy of the Louis Rose Building beginning April 30, 2001 and a decrease in equity in (loss) income of joint ventures further described below. The 2001
increase from 2000 is primarily a result of the increase in equity in (loss) income of joint venture as further described below.



Gross Revenues of Joint Ventures In Which Fund II-IIOW Associates Holds an Interest



Gross revenues of the joint ventures in which the Fund
II-IIOW Associates holds an interest decreased in 2002, as compared to 2001, primarily due to the sale of Cherokee Commons in 2001, which resulted in a total gain of approximately $1,725,000, and a reduction in rental and reimbursement revenues for
Fund I-II-IIOW-VI-VII Associates going forward. Rental and reimbursement income also declined in 2002, as compared to 2001, and for Fund II-III Associates-Atrium, as Boeing was not required to pay rent during the build-out period related to the
March 2002 lease renewal. Gross revenues increased in 2001, as compared to 2000, primarily due to the gain recognized on the sale of Cherokee Commons in 2001.



Expenses of Joint Ventures In Which Fund II-IIOW Associates Holds an Interest



The expenses of the joint ventures in which the Fund II-IIOW
holds an interest decreased in 2002, as compared to 2001, primarily due to the sale of Cherokee Commons in 2001 and reductions in operating costs for Fund I-II-IIOW-VI-VII Associates going forward. Operating costs also declined for Boeing at the
Atrium during the build-out period described above. The 2001 decrease from 2000 resulted primarily from reductions in all expenses for Fund I-II-IIOW-VI-VII Associates due to the sale of Cherokee Commons in the fourth quarter of 2001, and reductions
in depreciation expense for Fund I-II Associates-Tucker and Fund II-III Associates-Atrium, as the useful lives of several capitalized tenant improvements expired in 2001.



Expenses of Fund II-IIOW Associates



The expenses of Fund II-IIOW Associates were $944,433,
732,844 and $580,244 for 2002, 2001, and 2000, respectively. The 2002 increase, as compared to 2001, is primarily due to additional fixed operating costs resulting from the vacancy of the Louis Rose Building beginning in 2001, as Louis Rose was
required to pay generally all operating costs directly under the terms of its lease. Increases in administrative salaries, and legal and accounting fees also contributed to the 2002 increase from 2001. The 2001 increase from 2000 is primarily due to
incurring additional fixed operating costs as a result of the partial year vacancy for the Louis Rose Building beginning in May 2001.



Expenses of the Partnership



All expenses of the Partnership were incurred by Fund II-IIOW Associates. According, net (loss) income reflected total revenues the
Partnership at $(61,423), $50,154, and $28,101 for the years ended December 31, 2002, 2001, and 2000, respectively.



9



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(c)    Liquidity and Capital Resources



Cash Flows From Operating Activities



Net cash flows provided by operating activities was $1,530, $428 and $471 for 2002, 2001, and 2000, respectively. The 2002 increase from
2001 resulted primarily from additional interest and other income received in 2002, as compared to 2001. The 2001 decrease from 2000 resulted primarily from a change in the timing of paying accounts payable and a reduction in interest income
received in 2001, as compared to 2000.



Cash Flows From Investing Activities



Net cash flows provided by investing activities was $19,977, $76,589, and $104,801 for 2002, 2001, and 2000, respectively. The 2002 decrease from 2001 is primarily due to a contribution of $1,213,516 made to Fund II-IIOW
Associates in order to fund the Partnerships interest in the tenant build-out and leasing costs incurred in connection with the new Boeing lease. The 2001 decreased from 2000 is primarily due to a decrease in distributions received from Fund
II-IIOW Associates as a result of the vacancy at the Louis Rose Building beginning in 2001.



Cash Flows Used in Financing Activities



Net cash flows used in financing activities was $0, $76,541 and $108,010 for 2002, 2001, and 2000, respectively, all of which consists of
distributions paid to limited partners. The Partnership reserved all operating distributions to limited partners in 2002 in order to fund the build-out of Boeing at the Atrium and absorb additional fixed operating costs incurred for Louis Rose
Building, which was vacant for all of 2002. The 2001 decrease from 2000 is commensurate with the reduction in distributions received from Fund II-IIOW Associates due to the reduction in operating cash flows generated by the joint ventures in which
Fund II-IIOW held an interest as described in the previous section.



Distributions



The Partnership made distributions to the limited partners holding Class A units of $0.00, $8.28 and $17.79 per unit for the years ended December 31, 2002, 2001 and 2000, respectively. No distributions have been made to the limited
partners holding Class B units



The General
Partners anticipate that distributions per unit to limited partners holding Class A Units will reinstated following the re-leasing the Louis Rose Building and funding related leasing costs and tenant improvements. Distributions accrued for the
fourth quarter of 2002 to the limited partners holding Class A Units were paid in February 2003. No cash distributions were made to limited partners holding Class B Units.



Sales Proceeds



$79,650 of the Partnerships share of the proceeds from the sale of the Cherokee Commons property has
been expended on tenant improvements for Boeing at the Atrium as further described in the following section. The remaining portion of the sales proceeds attributable to the Partnership is held in reserve by Fund II-IIOW Associates.



Rather than distributing net sales proceeds to the limited
partners, the General Partners intend to establish a reserve and use a portion of these reserves to fund tenant improvements and leasing costs anticipated to be required in connection with leasing of the Louis Rose Building and, additionally, will
evaluate the capital needs of the existing properties in which the Partnership holds an interest, through investments in joint ventures, in consideration of the best interests of the limited partners. The General Partners anticipate distributing the
reserves not otherwise utilized to the partners in accordance with the terms of the Partnership Agreement during 2003.



10



---



(d)    
Related-Party Transactions



Management
and Leasing Fees



Wells Management
Company, Inc., an affiliate of the General Partners, receives compensation for supervising the management of the Partnerships properties owned through joint ventures equal to (a) 3% of the gross revenues for management and 3% of the gross
revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar
services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross
revenues over the first five years of the lease term.



The Partnership incurred management and leasing fees, at the joint venture level, of $4,170, $9,970, and $12,565 for the years ended December 31, 2002, 2001 and 2000, respectively



Administration Reimbursements



Wells Capital, Inc. and its affiliates perform
certain administrative services for the Partnership, such as accounting and other partnership administration, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on time spent on each fund by
individual administrative personnel. All such administrative costs for the partnership are recorded at the joint venture level. During 2002, 2001 and 2000, the Fund II-IIOW Associates reimbursed $54,083, $41,770 and $34,119, respectively, to Wells
Capital, Inc. and its affiliates for these services.



Conflicts of Interests



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



(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 re-set 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



-11-



---



been applied;
thus, resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of the Partnerships results of operations to those of companies in similar
businesses.



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



Investment in Real Estate Assets



The Partnerships management is required to make subjective assessments
as to the useful lives of its depreciable assets. The Partnership 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
Partnerships assets by class are as follows:



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



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



Valuation of Real Estate Assets



Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which the
Partnership has an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not 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 at December 31, 2002 and 2001.



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



-12-



---



ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Since the Partnership does not borrow any money or make any foreign investments, it is not subject to risks relating to interest rate or foreign currency exchange rate fluctuations.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



-13-



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PART II
 OTHER INFORMATION



ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The Financial Statements of the Registrant and supplementary data are detailed under Item 15(a) and filed as part of the report on the pages indicated.



|ITEM 9.    CHANGES |  | IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
|------------------ |  | -----------------------------------------------------------------

|DISCLOSURE |  | 
|---------- |  | 



There were no disagreements with the Partnerships independent public accountants during the two years ended December 31, 2002.



On May 16, 2002, the general partners dismissed Arthur Andersen LLP (Andersen) as the Partnerships independent public
accountants effective immediately.



Andersens reports on
the financial statements of the Partnership for the year ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.



During the years ended December 31, 2001 and 2000 and through
the date of Andersens dismissal, there were no disagreements with Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersens
satisfaction, would have caused Andersen to make reference to the subject matter in connection with its report on the financial statements of the Partnership for such year and there were no reportable events as set forth in Item 304(a)(1)(v) of
Regulation S-K.



On July 3, 2002, the Partnership engaged Ernst
& Young, LLP (Ernst & Young) to audit the financial statements of the Partnership, effective immediately. During the fiscal year ended December 31, 2001, and through the date of appointment of Ernst & Young as the Partnerships
independent public accountants, the Partnership did not consult Ernst & Young with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the financial statements of the Partnership, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.



(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)



-14-



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PART III



ITEM 10.     GENERAL PARTNERS OF THE
PARTNERSHIP



Wells Capital, Inc.



Wells Capital Inc. (Wells Capital) is a Georgia corporation
formed in April 1984. The executive offices of Wells Capital are located at 6200 The Corners Parkway, Norcross, Georgia 30092. Leo F. Wells, III is the sole Director and the President of Wells Capital.



Leo F. Wells, III



Mr. Wells is a resident of Atlanta, Georgia, 59 years of age and holds a
Bachelor of Business Administration Degree in Economics from the University of Georgia. Mr. Wells is the President, sole Director and sole shareholder of Wells Real Estate Funds, Inc., which is the parent company of Wells Capital, Wells &
Associates, Inc., Wells Management Company, Inc. and Wells Investment Securities, Inc. Mr. Wells is the President and sole Director of Wells Capital. Mr. Wells is the President of Wells & Associates, Inc., a real estate brokerage and investment
company formed in 1976 and incorporated in 1978, for which he serves as principal broker. Mr. Wells is also the President. Sole Director and sole shareholder of Wells Real Estate Funds, Inc., the parent company of Wells Capital, and the sole
Director and President of Wells Management Company, Inc., a property management company which he founded in 1983. In addition, Mr. Wells is the President and Chairman of the Board of Wells Investment Securities, Inc., Wells & Associates, Inc.,
and Wells Management Company, Inc., which are affiliates of the General Partners. From 1980 to February 1985, Mr. Wells served as Vice-President of Hill-Johnson, Inc., a Georgia corporation engaged in the construction business. From 1973 to 1976, he
was associated with Sax Gaskin Real Estate Company and from 1970 to 1973, he was a real estate salesman and property manager for Roy D. Warren & Company, an Atlanta real estate company.



ITEM 11.     COMPENSATION OF GENERAL PARTNERS AND
AFFILIATES



The following table summarizes the compensation
and fees paid to the General Partners and their affiliates during the year ended December 31, 2002:



|Name of Individual or Number in Group |  | Capacities in Which Served Form of Compensation |  | Cash Compensation
|------------------------------------- |  | ----------------------------------------------- |  | -----------------
|Wells Management Company, Inc.        |  | Property Manager-Management And Leasing Fees    |  | $4,170 (1)       

---

|(1) |  | The majority of these fees are not paid directly by the Partnership but are paid by the joint venture entities which own properties to which the property management
and leasing services relate and include management and leasing fees, some of which were accrued for accounting purposes in 2002 and paid in January 2003.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





15



---



ITEM
12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



No Limited Partner is known by the Partnership to own beneficially more than 5% of the outstanding units of the Partnership.



Set forth below is the security ownership of management as of February 28, 2003:



|Title of Class |  | Name and Address of Beneficial Owner |  | Amount and Nature of Beneficial Ownership |  | Percent of Class
|-------------- |  | ------------------------------------ |  | ----------------------------------------- |  | ----------------
|Class A units  |  | Leo F. Wells, III                    |  | 0 Units (IRA, 401 (k) and Profit Sharing) |  | Less than 1%    
|Class B units  |  | Leo F. Wells, III                    |  | 0 Units (401 (k) and Profit Sharing)      |  | Less than 1%    



The General Partners did
not receive any distributions from cash flows or sale proceeds in 2002.



No arrangements exist which would, upon implementation, result in a change in control of the Partnership.



ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The following are compensation and fees paid or to be paid by the Partnership to the General Partners and their affiliates in
connection with the operation of the Partnership.



Interest
in Partnership Cash Flow and Net Sale Proceeds



The
General Partners will receive a subordinated participation in distributions from cash available for distribution equal to 10% of the total distribution for such year payable only after the Limited Partners each receive distributions from cash
available for distribution equal to 8% of their adjusted capital accounts in each fiscal year. In addition, after the Limited Partners receive their distributions equal to 8% of their adjusted capital contributions and the General Partners receive
their distributions equal to 10% of the total distributions for such year, the General Partners will receive a participation of 10% of the additional distributions from cash available for distribution, 9% of which shall be paid to the General
Partners as a Partnership Management Fee. The General Partners will also receive a subordinated participation in net sale proceeds and net financing proceeds equal to 15% of the residual proceeds available for distribution after the Limited Partners
have received a return of their adjusted capital contributions plus a 12% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions from net cash flow from operations or net sale proceeds for
the year ended December 31, 2002.



Property Management and
Leasing Fees



Wells Management Company, Inc., an
affiliate of the General Partners, receives compensation for supervising the management of the Partnerships properties owned through joint ventures equal to 6% (3% management and 3% leasing) of rental income. In no event will such fees exceed
the sum of (i) 6% of the gross receipts of each property, plus (ii) a separate one-time fee for initial rent-up or leasing-up of development 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. With respect to properties leased on a net basis for a period of ten years or longer, property management fees will not exceed 1% of gross revenues from such
leases, plus a one-time initial leasing fee of 3% of the gross revenues which are payable over the first five years of the term of such net leases. Management and



-16-



---



leasing fees are not paid
directly by the Partnership but by the joint venture entities which own the properties. The Partnerships share of these fees which were paid to Wells Management Company, Inc. totaled $4,170 for the year ended December 31, 2002.



Real Estate Commissions



In connection with the sale of Partnership properties, the General Partners
or their affiliates may receive commissions not exceeding the lesser of (A) 50% of the commissions customarily charged by other brokers in arms-length transactions involving comparable properties in the same geographic area or (B) 3% of the
gross sales price of the property, and provided that payments of such commissions will be made only after Limited Partners have received prior distributions totaling 100% of their capital contributions plus a 6% cumulative return on their adjusted
capital contributions. No real estate commissions were paid to the General Partners or their affiliates for the year ended December 31, 2002.



ITEM 14.     CONTROLS AND PROCEDURES



Within the 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the participation of
management of Wells Capital, Inc., the corporate General Partner of the Partnership, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnerships disclosure
controls and procedures pursuant to Rule 13a  14 under the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnerships disclosure controls
and procedures were effective.



There were no significant changes
in the Partnerships internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation.



-17-



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PART IV



ITEM 15.     EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



|1. |  | The financial statements are contained on pages F-2 through F-86 of this Annual Report on Form 10-K, and the list of the financial statements contained herein is set
forth on page F-1, which is hereby incorporated by reference.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.
|-- |  | -------------------------------------------------------------------------------------------------------------



|(b) |  | On October 16, 2001, the Partnership filed a Report on Form 8-K dated October 1, 2001 reporting the sale of the Cherokee Commons Shopping Center by Fund
I-II-IIOW-VI-VII Joint Venture.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.
|--- |  | -------------------------------------------------------------------------------------------------------------



|(d) |  | Not applicable.
|--- |  | ---------------





-18-



---

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-OW (Registrant)                             
|-------------- |  | ----------------------------------------------------------------------
|              
|               |  | By:    WELLS CAPITAL,
INC.                                            
|               |  | (Corporate General Partners)                                          
|              
|March 31, 2003 |  | /s/    LEO F. WELLS, III                                              
|               |  | Leo F. Wells, III President                                           
|              
|March 31, 2003 |  | /s/    DOUGLAS P.
WILLIAMS                                            
|               |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.



-19-



---

CERTIFICATIONS



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



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



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



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



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



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



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



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



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



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



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



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



|                     
|---------------------
|Dated: March 31, 2003
|                     



-20-



---

CERTIFICATIONS



I, Douglas P. Williams, certify that:



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



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



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



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



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



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



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



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



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



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



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





|                     
|---------------------
|Dated: March 31, 2003
|                     



-21-



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SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO SECTION 12 OF THE ACT.



No annual report or proxy material relating to an annual or other meeting of security holders has been sent to security
holders.



22



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EXHIBIT INDEX

TO

2002 FORM 10-K

OF

WELLS REAL ESTATE FUND II-OW



The following documents are filed as exhibits to this report. Those exhibits previously filed and incorporated herein by reference are identified below by an asterisk. For each such
asterisked exhibit, there is shown below the description of the previous filing. Exhibits which are not required for this report are omitted.



|Exhibit Number |  | Description of Document                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|*4             |  | Restated and Amended Certificate and Agreement of Limited Partnership of Wells Real
Estate Fund II-OW (Registration Statement of Wells Real Estate Fund II-OW, Exhibit B to the Prospectus, File No. 33-17977)               
|              
|*10(a)         |  | Management Agreement between Registrant and Wells Management Company, Inc. (Exhibit
to Form 10-K of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 1990, File No. 0-17876)                              
|              
|*10(b)         |  | Leasing and Tenant Coordination Agreement between Registrant and Wells Management
Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 1990, File No. 0-17876)         
|              
|*10(c)         |  | Purchase Agreement for the acquisition of Heritage Place at Tucker dated April 25,
1986 (Exhibit 10(f) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1990, File No. 0-14463)               
|              
|*10(d)         |  | Joint Venture Agreement of Fund I and Fund II Tucker dated January 9, 1987 (Exhibit
10(g) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1990, File No. 0-14463)                            
|              
|*10(e)         |  | Purchase Agreement for the acquisition of the Cherokee Commons Shopping Center dated
December 31, 1986 (Exhibit 10(h) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1990, File No. 0-14463)
|              
|*10(f)         |  | Joint Venture Agreement of Fund I and Fund II Cherokee dated June 27, 1987 (Exhibit
10(i) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1990, File No. 0-14463)                            
|              
|*10(g)         |  | Fund II  Fund II-OW Joint Venture Agreement dated March 1, 1988 (Exhibit 10(g)
to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)                                     
|              
|*10(h)         |  | Lease with IBM dated March 17, 1987 (Exhibit 10(h) to Form 10-K of Wells Real Estate
Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)                                                                  



-23-



---

|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|*10(i)         |  | Purchase Agreement for the Acquisition of the Atrium at Nassau Bay dated March 1,
1989 (Exhibit 10(i) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)                                                  
|              
|*10(j)         |  | Joint Venture Agreement of Fund II and Fund III Associates dated March 1, 1989
(Exhibit to Post-Effective Amendment No. 2 to Registration Statement of Wells Real Estate Fund III, L.P., File No. 33-24063)                                                     
|              
|*10(k)         |  | First Amendment to Joint Venture Agreement of Fund II and Fund III Associates dated
April 1, 1989 (Exhibit 10(k) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)                                       
|              
|*10(l)         |  | Leases with Lockheed Engineering and Sciences Company, Inc. (Exhibit 10(l) to Form
10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)                                                                             
|              
|*10(m)         |  | Cost Sharing Agreement between Registrant, Wells Fund II and the Fund II  Fund
II-OW Joint Venture dated January 1, 1990 (Exhibit 10(m) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1990, File No. 0-16518)               
|              
|*10(n)         |  | Amended and Restated Joint Venture Agreement of Fund I and Fund II Tucker-Cherokee
dated January 1, 1991 (Exhibit 10(j) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1991, File No. 0-14463)                                 
|              
|*10(o)         |  | Amended and Restated Joint Venture Agreement of Fund II and Fund III Associates
(Exhibit 10(o) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1991, File No. 0-16518)                                                         
|              
|*10(p)         |  | Land and Building Lease Agreement between Fund II and Fund II-OW and Brookwood Grill
of Roswell, Inc. (Exhibit 10(p) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1991, File No. 0-16518)                                   
|              
|*10(q)         |  | Assignment and Assumption of Lease dated September 20, 1991 between Fund II and Fund
II-OW and Fund II and Fund III Associates (Exhibit 10(q) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1991, File No. 0-16518)          
|              
|*10(r)         |  | Lease Modification Agreement No. 3 with The Kroger Co. dated December 21, 1993
(Exhibit 10(k) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1993, File No. 0-14463)                                                           
|              
|*10(s)         |  | Lease Agreement with First Union National Bank of N.C. dated March 31, 1994, and
First Amendment to Lease Agreement dated April 14, 1994 (Exhibit 10(s) to Form 10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 1994, File No. 0-16518)



-24-



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|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                               
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|*10(t)         |  | Joint Venture Agreement of Fund II, III, VI and VII Associates dated January 10, 1995
(Exhibit 10(w) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1995, File No. 0-23656)                                                                   
|              
|*10(u)         |  | Joint Venture Agreement of Fund I, II, II-OW, VI and VII Associates dated August 1,
1995 (Exhibit 10(ii) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1995, File No. 0-23656)                                                               
|              
|*10(v)         |  | First Amendment to Amended and Restated Joint Venture Agreement of Fund I and Fund II
Tucker (formerly Fund I and Fund II Tucker-Cherokee) dated August 1, 1995 (Exhibit 10(m) to Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 1995, File No. 0-14463)
|              
|*10(w)         |  | Custodial Agency Agreement between Wells Real Estate Fund II-OW and NationsBank of
Georgia, N.A. dated January 10, 1995 (Exhibit to Form 10-K of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 1995, File No. 0-17876)                                          
|              
|*10(x)         |  | Amended and Restated Custodial Agency Agreement between Wells Real Estate Fund II-OW
and NationsBank of Georgia, N.A. dated August 1, 1995 (Exhibit to Form 10-K of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 1995, File No. 0-17876)                       
|              
|*10(y)         |  | Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of
Wells Real Estate Fund II-OW dated January 1, 2000 (Exhibit to Form 10-K of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 2000, File No. 0-17876)                         
|              
|*10(z)         |  | Purchase and Sale Agreement for the sale of Cherokee Commons Shopping Center dated
August 6, 2001 (Exhibit 10(p) to the Form 10-K of Wells Real Estate Fund I for the fiscal year ended December 31, 2001, File No. 0-14463)                                                          
|              
|*10(aa)        |  | Amendments to the Brookwood Grill Lease (Exhibit 10(aa) to the Form 10-K of Wells
Real Estate Fund II for the fiscal year ended December 31, 2001, File No. 0-16518)                                                                                                                  
|              
|*10(bb)        |  | Lease Agreement with The Boeing Company (Exhibit 10(bb) to Form 10-K of Wells Real
Estate Fund II for the fiscal year ended December 31, 2002, File No. 0-16518)                                                                                                                      
|              
|*10(cc)        |  | First Amendment to Lease Agreement with The Boeing Company (Exhibit 10(cc) to Form
10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 2002, File No. 0-16518)                                                                                                   
|              
|*10(dd)        |  | Second Amendment to Lease Agreement with The Boeing Company (Exhibit 10(dd) to Form
10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 2002, File No. 0-16518)                                                                                                  



-25-



---

|Exhibit Number |  | Description of Document                                                                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|*10(ee)        |  | Third Amendment to Lease Agreement with The Boeing Company (Exhibit 10(ee) to Form
10-K of Wells Real Estate Fund II for the fiscal year ended December 31, 2002, File No. 0-16518)
|99.1           |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                 
|99.2           |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                 



-26-



---

INDEX TO FINANCIAL STATEMENTS



|FINANCIAL STATEMENTS                                                                 |  | Page
|------------------------------------------------------------------------------------ |  | ----
|WELLS REAL ESTATE FUND II-OW                                                         |  |     
|Report of Independent AuditorsErnst & Young LLP                                     |  | F-2 
|Report of Independent Public AccountantsArthur Andersen LLP                         |  | F-3 
|Balance Sheets as of December 31, 2002 and 2001                                      |  | F-4 
|Statements of Income (Loss) for the Years Ended December 31, 2002, 2001 and
2000     |  | F-5 
|Statements of Partners Capital for the Years Ended December 31, 2002, 2001 and
2000 |  | F-6 
|Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000        |  | F-7 
|Notes to Financial Statements                                                        |  | F-8 
|FUND I AND FUND II TUCKER                                                            |  |     
|Report of Independent Auditors                                                       |  | F-45
|Balance Sheets as of December 31, 2002 and 2001                                      |  | F-46
|Statements of Income for the Years Ended December 31, 2002, 2001 and
2000            |  | F-47
|Statements of Partners Capital for the Years Ended December 31, 2002, 2001 and
2000 |  | F-48
|Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000        |  | F-49
|Notes to Financial Statements                                                        |  | F-50
|Schedule IIIReal Estate and Accumulated Depreciation                                |  | F-53
|FUND I, II, II-OW, VI AND VII ASSOCIATES                                             |  |     
|Report of Independent Auditors                                                       |  | F-55
|Balance Sheets as of December 31, 2002 and 2001                                      |  | F-56
|Statements of Income for the Years Ended December 31, 2002, 2001 and
2000            |  | F-57
|Statements of Partners Capital for the Years Ended December 31, 2002, 2001 and
2000 |  | F-58
|Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000        |  | F-59
|Notes to Financial Statements                                                        |  | F-60
|FUND II AND FUND II-OW                                                               |  |     
|Report of Independent Auditors                                                       |  | F-63
|Balance Sheets as of December 31, 2002 and 2001                                      |  | F-64
|Statements of Income (Loss) for the Years Ended December 31, 2002, 2001 and
2000     |  | F-65
|Statements of Partners Capital for the Years Ended December 31, 2002, 2001 and
2000 |  | F-66
|Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000        |  | F-67
|Notes to Financial Statements                                                        |  | F-68
|Schedule IIIReal Estate and Accumulated Depreciation                                |  | F-74
|FUND II AND FUND III ASSOCIATES                                                      |  |     
|Report of Independent Auditors                                                       |  | F-76
|Balance Sheets as of December 31, 2002 and 2001                                      |  | F-77
|Statements of Income (Loss) for the Years Ended December 31, 2002, 2001 and
2000     |  | F-78
|Statements of Partners Capital for the Years Ended December 31, 2002, 2001 and
2000 |  | F-79
|Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000        |  | F-80
|Notes to Financial Statements                                                        |  | F-81
|Schedule IIIReal Estate and Accumulated Depreciation                                |  | F-85





F-1



---

Report of Independent Auditors



The
Partners

Wells Real Estate Fund II-OW



We have audited the accompanying balance sheet of Wells Real Estate Fund II-OW (a Georgia public limited partnership) as of December 31, 2002 and the
related statements of income (loss), partners capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Wells Real Estate Fund II-OW as of December 31, 2001, and for the years ended December 31, 2001 and 2000 were audited by other auditors who have ceased operations and whose report
dated January 25, 2002 expressed an unqualified opinion on those financial statements before the restatement adjustments described in Note 1.



We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the 2002 financial statements referred to above present
fairly, in all material respects, the financial position of Wells Real Estate Fund II-OW at December 31, 2002 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in
the United States.



As discussed above, the financial statements
of Wells Real Estate Fund II-OW as of December 31, 2001 and for the years ended December 31, 2001 and 2000 were audited by other auditors who have ceased operations. As described in Note 1, these financial statements have been restated. We audited
the adjustments described in Note 1 that were applied to restate the 2001 and 2000 financial statements. Our procedures included (a) agreeing the restatement adjustment amounts to the corresponding accounts maintained in the underlying records of
the Partnership, and (b) testing the application of the adjustments to the previously reported amounts. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 financial statements of Wells Real Estate Fund II-OW other than with respect to such restatement adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000 financial
statements taken as a whole.



/s/ Ernst & Young LLP



Atlanta, Georgia

January 24, 2003





F-2



---



(The following is a copy
of the audit report previously issued by Arthur Andersen LLP in connection with the financial statements of Wells Real Estate Fund II-OW for the fiscal year ended December 31, 2001 included in the previous years Form 10-K filing. This audit
report has not been reissued by Arthur Andersen in connection with the filing of this form 10-K for the fiscal year ended December 31, 2002.)



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Wells Real Estate Fund II-OW:



We have audited
the accompanying balance sheets of WELLS REAL ESTATE FUND II-OW(a Georgia public limited partnership) as of December 31, 2001 and 2000 and the related statements of income, partners capital, and cash flows for each of the three years
in the period ended December 31, 2001. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wells Real Estate Fund II-OW as of December 31, 2001 and 2000 and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.



ARTHUR ANDERSEN LLP



Atlanta, Georgia

January 25, 2002



F-3



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



BALANCE SHEETS



DECEMBER 31, 2002 AND 2001



|                                           |  | 2002 |           | 2001
|------------------------------------------ |  | ---- | --------- | ----
|ASSETS                                     |  |      |           |     
|INVESTMENT IN JOINT VENTURE                |  | $    | 826,438   |     
|                                          
|DUE FROM JOINT VENTURE                     |  |      | 173,702   |     
|                                          
|CASH AND CASH EQUIVALENTS                  |  |      | 23,110    |     
|                                           |  |      |           |     
|Total Assets                               |  | $    | 1,023,250 |     
|                                           |  |      |           |     
|                                          
|LIABILITIES AND PARTNERS CAPITAL          |  |      |           |     
|LIABILITIES:                               |  |      |           |     
|Accounts payable                           |  | $    | 2,038     |     
|Partnership distributions payable          |  |      | 0         |     
|                                           |  |      |           |     
|Total liabilities                          |  |      | 2,038     |     
|                                           |  |      |           |     
|                                          
|COMMITMENTS AND CONTINGENCIES              |  |      |           |     
|                                          
|PARTNERS CAPITAL                          |  |      |           |     
|Limited Partners:                          |  |      |           |     
|Class A6,062 units issued and outstanding |  |      | 1,021,212 |     
|Class B1,626 units issued and outstanding |  |      | 0         |     
|                                           |  |      |           |     
|Total partners capital                    |  |      | 1,021,212 |     
|                                           |  |      |           |     
|Total liabilities and partners capital    |  | $    | 1,023,250 |     
|                                           |  |      |           |     



See
accompanying notes.



F-4



---



WELLS REAL ESTATE FUND II-OW

(A Georgia Limited Partnership)



STATEMENTS OF INCOME (LOSS)



FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000



|                                                        |  | 2002 |         |   | 2001 |   | 2000  
|------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------
|REVENUES:                                               |  |      |         |   |      |   |       
|Equity in (loss) income of joint venture                |  | $    | (61,502 | ) |      | $ | 50,144
|Interest income                                         |  |      | 25      |   |      |   | 10    
|Other general and administrative                        |  |      | 54      |   |      |   | 0     
|                                                        |  |      |         |   |      |   |       
|NET (LOSS) INCOME                                       |  | $    | (61,423 | ) |      | $ | 50,154
|                                                        |  |      |         |   |      |   |       
|                                                       
|NET (LOSS) INCOME ALLOCATED TO CLASS A LIMITED PARTNERS |  | $    | (61,423 | ) |      | $ | 50,154
|                                                        |  |      |         |   |      |   |       
|                                                       
|NET (LOSS) INCOME PER CLASS A LIMITED PARTNER UNIT      |  | $    | (10.13  | ) |      | $ | 8.27  
|                                                        |  |      |         |   |      |   |       
|                                                       
|CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT      |  | $    | 0.00    |   |      | $ | 8.28  
|                                                        |  |      |         |   |      |   |       





See accompanying notes.





F-5



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



STATEMENTS OF PARTNERS CAPITAL



FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000



|                           |  | Limited Partners |  | Total Partners Capital |          
|-------------------------- |  | ---------------- |  | ----------------------- | ---------
|                           |  | Class A          |  |                         | Class B  
|                           |  | Units            |  | Amount                  |          
|BALANCE, December 31, 1999 |  | 6,062            |  | $                       | 1,162,395
|                          
|Net income                 |  | 0                |  |                         | 28,101   
|Partnership distributions  |  | 0                |  |                         | (107,816 
|BALANCE, December 31, 2000 |  | 6,062            |  |                         | 1,082,680
|                          
|Net income                 |  | 0                |  |                         | 50,154   
|Partnership distributions  |  | 0                |  |                         | (50,199  
|BALANCE, December 31, 2001 |  | 6,062            |  |                         | 1,082,635
|                          
|Net income                 |  | 0                |  |                         | (61,423  
|BALANCE, December 31, 2002 |  | 6,062            |  | $                       | 1,021,212





See accompanying notes.





F-6



---



WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



STATEMENTS OF CASH FLOWS



FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000



|                                                                                         |  | 2002 |         |   | 2001 |   |         | 2000 | 
|---------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      | 
|Net (loss) income                                                                        |  | $    | (61,423 | ) |      | $ | 50,154  |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Adjustments to reconcile net (loss) income to net cash provided by operating
activities: |  |      |         |   |      |   |         |      | 
|Equity in (loss) income of joint venture                                                 |  |      | 61,502  |   |      |   | (50,144 | )    | 
|Changes in due from affiliates                                                           |  |      | 461     |   |      |   |         |      | 
|Changes in accounts payable                                                              |  |      | 990     |   |      |   | 418     |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Total adjustments                                                                        |  |      | 62,953  |   |      |   | (49,726 | )    | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Net cash provided by operating activities                                                |  |      | 1,530   |   |      |   | 428     |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      | 
|Contributions to joint venture                                                           |  |      | (66,991 | ) |      |   | (3,363  | )    | 
|Distributions received from joint venture                                                |  |      | 86,968  |   |      |   | 79,952  |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Net cash provided by investing activities                                                |  |      | 19,977  |   |      |   | 76,589  |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      | 
|Distributions to partners in excess of accumulated earnings                              |  |      | 0       |   |      |   | (64,288 | )    | 
|Distributions to partners from accumulated earnings                                      |  |      | 0       |   |      |   | (12,253 | )    | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Net cash used in financing activities                                                    |  |      | 0       |   |      |   | (76,541 | )    | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|                                                                                        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     |  |      | 21,507  |   |      |   | 476     |      | 
|                                                                                        
|CASH AND CASH EQUIVALENTS, beginning of year                                             |  |      | 1,603   |   |      |   | 1,127   |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|                                                                                        
|CASH AND CASH EQUIVALENTS, end of year                                                   |  | $    | 23,110  |   |      | $ | 1,603   |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|                                                                                        
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                                          |  |      |         |   |      |   |         |      | 
|Joint venture distributions receivable                                                   |  | $    | 173,702 |   |      | $ | 12,677  |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 
|Partnership distributions payable                                                        |  | $    | 0       |   |      | $ | 0       |      | 
|                                                                                         |  |      |         |   |      |   |         |      | 





See accompanying notes.





F-7



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS





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



Organization and Business



Wells Real Estate Fund II-OW (the Partnership) is a public limited partnership organized on October 13, 1987 under the laws of
the state of Georgia. The general partners are Leo F. Wells, III and Wells Capital, Inc. (the Company). The Partnership has two classes of limited partnership interests, Class A and Class B units. 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.



The Partnership was formed to acquire and operate commercial real properties, including properties which are either to be developed, are
currently under development or construction, are newly constructed, or have operating histories. The Partnership owns an interest in six properties through a joint venture between the Partnership and Wells Real Estate Fund II (Fund II),
referred to as Fund II and II-OW.



Through its investment in Fund II and II-OW, the Partnership owned interests in the following properties during the periods presented (i) a retail shopping and commercial office complex located in Tucker, Georgia, Heritage Place at
Tucker (Tucker); (ii) a shopping center located in Cherokee County, Georgia, known as the Cherokee Commons Shopping Center (Cherokee Commons); (iii) a four-story office building located in metropolitan Houston, Texas, the
Atrium at Nassau Bay (The Atrium); (iv) a restaurant located in Fulton County, Georgia (Brookwood Grill); (v) an office/retail center in Roswell, Georgia (880 Holcomb Bridge); and (vi) an office building in
Charlotte, North Carolina (Louis Rose Place, formerly First Union). The Fund II and II-OW joint venture owns 100% of Louis Rose Place. All remaining properties are owned by Fund II and II-OW through investments in joint ventures with
other Wells Real Estate Funds.



Use of
Estimates



The preparation of the
Partnerships financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates



Income Taxes



The Partnership is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners are required to include their respective shares of profits and losses in
their individual income tax returns.



F-8



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Distribution of Net Cash From Operations



Cash available for distribution is distributed on a cumulative noncompounded basis to limited partners quarterly. In accordance with the partnership agreement, distributions are paid first to limited partners holding Class A units
until they have received an 8% per annum return on their adjusted capital contributions, as defined. Cash available for distribution is then distributed to limited partners holding Class B units until they have received an 8% per annum return on
their adjusted capital contributions, as defined. Excess cash available for distribution will be distributed to the general partners until each has received 10% of total distributions to limited partners for the year. Any remaining cash available
for distribution is distributed 90% to the limited partners and 10% to the general partners.



Allocation of Net Income, Net Loss, and Gain on Sale



Net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as
defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners. To the extent that the Partnerships net income in any year exceeds net cash from operations, it will
be allocated 99% to the limited partners and 1% to the general partners.



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



Gain on the sale or exchange of the Partnerships properties will be allocated as follows: (a) first, to
partners having negative capital accounts, if any, until all negative capital accounts have been restored to zero; (b) then to the limited partners in proportion to and to the extent of the excess of (i) each limited partners adjusted capital
contribution, plus a cumulative 12% per annum return on his/her adjusted capital contribution, less the sum of all prior distributions of cash flow from operations previously made to such limited partner, over (ii) such limited partners
capital account balance as of the sale date, subject to the requirement to initially allocate gain on sale to limited partners holding Class B units until they have been allocated an amount equal to the net cash available for distribution previously
received by limited partners holding Class A units on a per unit basis; (c) then to the general partners in proportion to and to the extent of the excess of (i) each general partners adjusted capital contribution, over (ii) such general
partners capital account balance as of the sale date; and (d) thereafter 85% to the limited partners and 15% to the general partners.



Investment in Joint Venture



Basis of Presentation



The Partnership does not have control over the operations of the joint venture; however, it does exercise significant influence.
Accordingly, the Partnerships investment in the joint venture is 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, as further described below.





F-9



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Allocation of Income and Distributions



Pursuant to the terms of the joint venture agreement, all
income and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations is distributed to the joint venture partners on a quarterly basis.



Real Estate Assets



The joint ventures real estate assets are stated at
cost less accumulated depreciation. Major improvements and betterments are capitalized when they extend the useful lives of the related assets. All repairs and maintenance expenditures are expensed as incurred. Depreciation for buildings and
improvements is calculated using the straight-line method over 25 years. Tenant improvements are amortized over the life of the related lease or real estate asset.



Management continually monitors events and changes in circumstances that could indicate that carrying amounts
of real estate assets may not be recoverable. When indicators of potential impairment are present, management assesses the recoverability of the assets by determining whether the carrying value of the real estate assets will be recovered through the
undiscounted future cash flows expected from the use and eventual disposition of the asset. In the event the 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 Joint Venture to date.



Revenue Recognition



The joint ventures leases typically include renewal options, escalation provisions and provisions
requiring tenants to reimburse the joint venture for a pro rata share of operating costs incurred. All of the joint ventures leases are classified operating leases, and the related rental income, including scheduled rental rate increases
(other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rental revenues collected in advance are recorded as deferred rent.





F-10



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Rental Income



The future minimum rental income due Fund I and II Tucker
under noncancelable operating leases at December 31, 2002 is as follows:



|Year ending December 31: |  |  
|------------------------ |  | -
|2003                     |  | $
|2004                     |  |  
|2005                     |  |  
|2006                     |  |  
|2007                     |  |  
|Thereafter               |  |  
|                         |  |  
|                         |  | $
|                         |  |  



One
tenant contributed 12% of rental income for the year ended December 31, 2002.



The future minimum rental income due Fund II and III AssociatesThe Atrium under noncancelable operating leases at December 31, 2002 is as follows:



|Year ended December 31: |  |  
|----------------------- |  | -
|2003                    |  | $
|2004                    |  |  
|2005                    |  |  
|2006                    |  |  
|2007                    |  |  
|Thereafter              |  |  
|                        |  |  
|                        |  | $
|                        |  |  



One
tenant at The Atrium contributed 100% of rental income for the year ended December 31, 2002 and will contribute 100% of future minimum rental income.



The future minimum rental income due Fund II and III AssociatesBrookwood Grill under noncancelable operating leases at December 31,
2002 is as follows:



|Year ended December 31: |  |  
|----------------------- |  | -
|2003                    |  | $
|2004                    |  |  
|2005                    |  |  
|2006                    |  |  
|2007                    |  |  
|Thereafter              |  |  
|                        |  |  
|                        |  | $
|                        |  |  





F-11



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



One tenant contributed 100% of rental income for the year ended December 31, 2002 and
will contribute 100% of future minimum rental income.



The future minimum rental income due Fund II, III, VI, and VII Associates under noncancelable operating leases is as follows:



|Year ended December 31: |  |  
|----------------------- |  | -
|2003                    |  | $
|2004                    |  |  
|2005                    |  |  
|2006                    |  |  
|2007                    |  |  
|Thereafter              |  |  
|                        |  |  
|                        |  | $
|                        |  |  



One
tenant contributed approximately 30% of rental income for the year ended December 31, 2002



Prepaid Expenses and Other Assets



Prepaid expenses and other assets of the joint venture is comprised primarily of deferred leasing costs and refundable security deposits. Deferred leasing costs reflect costs incurred to procure
operating leases, which are capitalized and amortized on a straight-line basis over the terms of the related leases. Refundable security deposits represent cash deposits received from tenants, the offset to which is included in accounts payable and
refundable security deposits in the corresponding balance sheets. Pursuant to the respective leases, the joint venture may apply such balances towards unpaid receivable balances or property damages, where applicable, or will refund such balances to
the tenants upon the expiration of the lease term.



Restatement Adjustments



The joint venture has historically reported property operating costs net of reimbursements from tenants as an expense in its statements of operations. These costs include property taxes, property insurance, utilities, repairs and
maintenance, management fees and other expenses related to the ownership and operation of the properties that are required to be reimbursed by the properties tenants in accordance with the terms of their leases. In response to FASB Emerging
Issues Task Force consensus reached in November 2001, the joint venture now presents these reimbursements as revenue and the gross property operating costs as expenses. Since this presentation does not impact the amount of reimbursements received or
property operating costs incurred and requires equal adjustments to revenues and expenses, the adoption of this guidance has no impact on the financial position, net income, or cash flows of the Partnership or its joint venture.



The joint venture statements of operations presented in Note 3
have been restated to reflect the effects of this revised presentation.





F-12



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Cash and Cash Equivalents



The Partnership considers all highly liquid investments
purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in
money market accounts.



Reclassifications



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



|2. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Due from joint venture at December 31, 2002 and 2001 represents the Partnerships share of cash to be distributed from Fund II and
II-OW for the fourth quarters of 2002 and 2001, respectively.



The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (Wells Management), an affiliate of the general partners. In consideration for the management and leasing of
properties, the joint venture pays Wells Management management and leasing fees equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time initial
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 joint venture incurred management and leasing fees and
lease acquisition costs of $4,170, $9,970, and $12,565, for the years ended December 31, 2002, 2001 and 2000, respectively, which were paid to Wells Management.



The Company performs certain administrative services for the Partnership, such as accounting and other
Partnership administration, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on time spent on each fund by individual administrative personnel. The related expenses have been allocated
directly to Fund II and II-OW, as substantially all of the operations of the Partnership and Fund II are conducted through this joint venture. In the opinion of management, such allocation is a reasonable estimation of such expenses. During 2002,
2001 and 2000, the Fund II-IIOW Associates reimbursed $54,083, $41,770 and $34,119 to Wells Capital, Inc. and its affiliates for these services.



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 the capacity as general partners of other Wells Real Estate Funds may be in competition with the Partnership for tenants in similar geographic markets.



F-13



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





|3. |  | INVESTMENT IN JOINT VENTURE
|-- |  | ---------------------------



On March 1, 1988, the Partnership entered into a joint venture agreement with Wells Fund II. The joint venture, Fund II and II-OW, was
formed for the purpose of investing in commercial real properties. Fund II and II-OW owns Louis Rose Place directly and has investments in several other joint ventures. The Partnerships ownership percentage interest in Fund II and II-OW was
approximately 5% at December 31, 2002 and 2001.



The investment in the joint venture of the Partnership for the years ended December 31, 2002 and 2001 are summarized as follows:



|                                               |  | 2002 |           |   | 2001 |  
|---------------------------------------------- |  | ---- | --------- | - | ---- | -
|Investment in joint venture, beginning of year |  | $    | 1,069,403 |   |      | $
|Equity in income of joint venture              |  |      | (61,502   | ) |      |  
|Contribution to joint venture                  |  |      | 66,991    |   |      |  
|Distributions from joint venture               |  |      | (248,454  | ) |      |  
|                                               |  |      |           |   |      |  
|Investment in joint venture, end of year       |  | $    | 826,438   |   |      | $
|                                               |  |      |           |   |      |  



F-14



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Following is selected
financial information for Fund II and II-OW



Fund II and II-OW

(A Georgia Joint Venture)

Balance Sheets

December 31, 2002 and 2001



|                                                                                                     |  | 2002 |            | 2001
|---------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ----
|Assets                                                                                               |  |      |            |     
|Real estate assets, at cost:                                                                         |  |      |            |     
|Land                                                                                                 |  | $    | 1,367,856  |     
|Building and improvements, less accumulated depreciation of $4,077,790 in 2002
and$3,716,818 in 2001 |  |      | 3,711,976  |     
|                                                                                                     |  |      |            |     
|Total real estate assets                                                                             |  |      | 5,079,832  |     
|Investment in joint ventures                                                                         |  |      | 10,543,898 |     
|Cash and cash equivalents                                                                            |  |      | 3,176,554  |     
|Due from affiliates                                                                                  |  |      | 147,173    |     
|                                                                                                     |  |      |            |     
|Total assets                                                                                         |  | $    | 18,947,457 |     
|                                                                                                     |  |      |            |     
|Liabilities and Partners Capital                                                                    |  |      |            |     
|Liabilities:                                                                                         |  |      |            |     
|Partnership distributions payable                                                                    |  | $    | 3,270,143  |     
|Accounts payable and accrued expenses                                                                |  |      | 129,011    |     
|                                                                                                     |  |      |            |     
|Total liabilities                                                                                    |  |      | 3,399,154  |     
|                                                                                                     |  |      |            |     
|Partners capital:                                                                                   |  |      |            |     
|Wells Real Estate Fund II                                                                            |  |      | 14,721,865 |     
|Wells Real Estate Fund II-OW                                                                         |  |      | 826,438    |     
|                                                                                                     |  |      |            |     
|Total partners capital                                                                              |  |      | 15,548,303 |     
|                                                                                                     |  |      |            |     
|Total liabilities and partners capital                                                              |  | $    | 18,947,457 |     
|                                                                                                     |  |      |            |     





F-15



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and II-OW

(A Georgia Joint Venture)

Statements of Operations

for the Years Ended December 31, 2002,
2001 and 2000



|                                                            |  | 2002 |            |   | 2001 |   |           | 2000 | 
|----------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | --------- | ---- | 
|Revenues:                                                   |  |      |            |   |      |   |           |      | 
|Rental income                                               |  | $    | 0          |   |      | $ | 281,357   |      | 
|Reimbursement income (1)                                    |  |      | 811        |   |      |   | 27,750    | (1)  | 
|Interest income                                             |  |      | 108        |   |      |   | 2,139     |      | 
|Equity in (loss) income of joint ventures                   |  |      | (211,352   | ) |      |   | 1,365,921 |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|                                                            |  |      | (210,433   | ) |      |   | 1,677,167 |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|Expenses:                                                   |  |      |            |   |      |   |           |      | 
|Depreciation                                                |  |      | 360,972    |   |      |   | 357,699   |      | 
|Operating costs                                             |  |      | 259,758    |   |      |   | 202,383   |      | 
|Other expenses                                              |  |      | 108,474    |   |      |   | 0         |      | 
|Partnership administration                                  |  |      | 104,474    |   |      |   | 80,246    |      | 
|Legal and accounting                                        |  |      | 99,862     |   |      |   | 49,619    |      | 
|Computer costs                                              |  |      | 10,893     |   |      |   | 19,763    |      | 
|Management and leasing fees                                 |  |      | 0          |   |      |   | 23,134    |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|                                                            |  |      | 944,433    |   |      |   | 732,844   |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|Net (loss) income                                           |  | $    | (1,154,866 | ) |      | $ | 944,323   |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|                                                           
|Net (loss) income allocated to Wells Real Estate Fund II    |  | $    | (1,093,364 | ) |      | $ | 894,179   |      | 
|                                                            |  |      |            |   |      |   |           |      | 
|                                                           
|Net (loss) income allocated to Wells Real Estate Fund II-OW |  | $    | (61,502    | ) |      | $ | 50,144    |      | 
|                                                            |  |      |            |   |      |   |           |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $27,570 in 2001 and $0 in 2000 as revenue and gross property operating costs as expenses as disclosed
in the Restatement Adjustments section of Note 1.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-16



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and II-OW

(A Georgia Joint Venture)

Statements of Partners Capital

for the Years Ended December
31, 2002, 2001 and 2000



|                           |  | Wells Real Estate Fund II |            |   | Wells Real Estate Fund II-OW |   |           | Total Partners Capital | 
|-------------------------- |  | ------------------------- | ---------- | - | ---------------------------- | - | --------- | ----------------------- | 
|Balance, December 31, 1999 |  | $                         | 20,666,589 |   |                              | $ | 1,159,995 |                         | 
|                          
|Net income                 |  |                           | 499,246    |   |                              |   | 27,996    |                         | 
|Partnership distributions  |  |                           | (1,885,108 | ) |                              |   | (105,711  | )                       | 
|                           |  |                           |            |   |                              |   |           |                         | 
|Balance, December 31, 2000 |  |                           | 19,280,727 |   |                              |   | 1,082,280 |                         | 
|                          
|Net income                 |  |                           | 894,179    |   |                              |   | 50,144    |                         | 
|Partnership contributions  |  |                           | 60,001     |   |                              |   | 3,363     |                         | 
|Partnership distributions  |  |                           | (1,183,793 | ) |                              |   | (66,384   | )                       | 
|                           |  |                           |            |   |                              |   |           |                         | 
|Balance, December 31, 2001 |  |                           | 19,051,114 |   |                              |   | 1,069,403 |                         | 
|                          
|Net loss                   |  |                           | (1,093,364 | ) |                              |   | (61,502   | )                       | 
|Partnership contributions  |  |                           | 1,213,516  |   |                              |   | 66,991    |                         | 
|Partnership distributions  |  |                           | (4,449,401 | ) |                              |   | (248,454  | )                       | 
|                           |  |                           |            |   |                              |   |           |                         | 
|Balance, December 31, 2002 |  | $                         | 14,721,865 |   |                              | $ | 826,438   |                         | 
|                           |  |                           |            |   |                              |   |           |                         | 



F-17



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and II-OW

(A Georgia Joint Venture)

Statements of Cash Flows

for the Years Ended December 31, 2002,
2001 and 2000



|                                                                                                   |  | 2002 |            |   | 2001 |   |            | 2000 | 
|-------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities:                                                              |  |      |            |   |      |   |            |      | 
|Net (loss) income                                                                                  |  | $    | (1,154,866 | ) |      | $ | 944,323    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Adjustments to reconcile net (loss) income to net cash (used in) provided by operating
activities: |  |      |            |   |      |   |            |      | 
|Depreciation                                                                                       |  |      | 360,972    |   |      |   | 357,699    |      | 
|Equity in income of joint ventures                                                                 |  |      | 211,352    |   |      |   | (1,365,921 | )    | 
|Changes in assets and liabilities:                                                                 |  |      |            |   |      |   |            |      | 
|Due from affiliates                                                                                |  |      | 2,613      |   |      |   | 0          |      | 
|Accounts receivable                                                                                |  |      | 0          |   |      |   | 0          |      | 
|Prepaid expenses and other assets                                                                  |  |      | 0          |   |      |   | 8,234      |      | 
|Accounts payable                                                                                   |  |      | 122,750    |   |      |   | 1,172      |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Total adjustments                                                                                  |  |      | 697,687    |   |      |   | (998,816   | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash (used in) provided by operating activities                                                |  |      | (457,179   | ) |      |   | (54,493    | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash flows from investing activities:                                                              |  |      |            |   |      |   |            |      | 
|Investment in real estate                                                                          |  |      | (8,648     | ) |      |   | (10,000    | )    | 
|Contribution to joint ventures                                                                     |  |      | (1,200,498 | ) |      |   | 0          |      | 
|Distributions received from joint ventures                                                         |  |      | 5,225,608  |   |      |   | 1,365,311  |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash provided by investing activities                                                          |  |      | 4,016,462  |   |      |   | 1,355,311  |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash flows from financing activities:                                                              |  |      |            |   |      |   |            |      | 
|Contributions received from partners                                                               |  |      | 1,280,507  |   |      |   | 63,364     |      | 
|Distributions to partners                                                                          |  |      | (1,687,780 | ) |      |   | (1,484,369 | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash provided by used in financing activities                                                  |  |      | (407,273   | ) |      |   | (1,421,005 | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net increase in cash and cash equivalents                                                          |  |      | 3,152,010  |   |      |   | (120,187   | )    | 
|Cash and cash equivalents, beginning of year                                                       |  |      | 24,544     |   |      |   | 144,731    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents, end of year                                                             |  | $    | 3,176,554  |   |      | $ | 24,544     |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|                                                                                                  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:                                                    |  |      |            |   |      |   |            |      | 
|Partnership distributions payable                                                                  |  | $    | 3,270,143  |   |      | $ | 260,068    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 



F-18



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





The Fund
II and II-OW investments in the joint ventures for the years ended December 31, 2002 and 2001 are summarized as follows:



|                                               |  | 2002 |            |   | 2001 |  
|---------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Investment in joint venture, beginning of year |  | $    | 14,688,192 |   |      | $
|Equity in income of joint venture              |  |      | (211,352   | ) |      |  
|Contributions to joint venture                 |  |      | 1,200,498  |   |      |  
|Distributions from joint venture               |  |      | (5,133,440 | ) |      |  
|                                               |  |      |            |   |      |  
|Investment in joint venture, end of year       |  | $    | 10,543,898 |   |      | $
|                                               |  |      |            |   |      |  



Fund II
and II-OWs investment and percentage ownership in other joint ventures at December 31, 2002 and 2001 are summarized as follows:



|                                                   |  | 2002   |            |         | 2001 |  
|-------------------------------------------------- |  | ------ | ---------- | ------- | ---- | -
|                                                   |  | Amount |            | Percent |      |  
|Fund I and IITucker                               |  | $      | 3,613,912  |         | 48   | %
|Fund I, II, II-OW, VI, and VII AssociatesCherokee |  |        | 0          |         | 56   |  
|Fund II and III AssociatesThe Atrium              |  |        | 5,296,048  |         | 64   |  
|Fund II and III AssociatesBrookwood Grill         |  |        | 1,633,938  |         | 62   |  
|                                                   |  |        |            |         |      |  
|                                                   |  | $      | 10,543,898 |         |      |  
|                                                   |  |        |            |         |      |  



The
following are descriptions of the joint ventures in which Fund II and II-OW has investments.



Fund I and IITucker



Tucker and Cherokee Commons were previously held in two joint ventures between Fund II and II-OW and Wells Real Estate Fund I (Fund I), which were formed for the purpose of owning,
developing, and operating Cherokee Commons and Tucker. In 1991, the Tucker and Cherokee Commons joint ventures were merged into a new joint venture, the Fund I and II TuckerCherokee joint venture. Under the terms of the joint venture
agreement, the ownership interests of Fund I and Fund II and II-OW in each individual property remained unchanged.



On August 1, 1995, the Fund I and IITuckerCherokee joint venture assigned its ownership in Cherokee Commons to the Fund I, II,
II-OW, VI, and VII AssociatesCherokee joint venture, a joint venture between Fund I, Fund II and II-OW, Wells Real Estate Fund VI, L.P. (Fund VI), and Wells Real Estate Fund VII, L.P. (Fund VII). Upon the assignment of
Cherokee Commons, the joint venture was renamed Fund I and IITucker. Tucker is a retail shopping center containing approximately 29,858 square feet and a commercial office building complex containing approximately 67,465 square feet in Tucker,
DeKalb County, Georgia.



F-19



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Following
is selected financial information for Fund I and IITucker



Fund I and IITucker

(A Georgia Joint Venture)

Balance Sheets

December 31, 2002 and 2001



|                                                                                                      |  | 2002 |           | 2001
|----------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Assets                                                                                                |  |      |           |     
|Real estate assets, at cost:                                                                          |  |      |           |     
|Land                                                                                                  |  | $    | 3,260,887 |     
|Building and improvements, less accumulated depreciation of $4,825,664 in 2002 and
$4,363,519 in 2001 |  |      | 4,861,259 |     
|                                                                                                      |  |      |           |     
|Total real estate assets                                                                              |  |      | 8,122,146 |     
|Cash and cash equivalents                                                                             |  |      | 188,981   |     
|Prepaid expenses and other assets, net                                                                |  |      | 121,340   |     
|Accounts receivable                                                                                   |  |      | 65,484    |     
|                                                                                                      |  |      |           |     
|Total assets                                                                                          |  | $    | 8,497,951 |     
|                                                                                                      |  |      |           |     
|Liabilities and Partners Capital                                                                     |  |      |           |     
|Liabilities:                                                                                          |  |      |           |     
|Due to affiliates                                                                                     |  | $    | 730,679   |     
|Partnership distributions payable                                                                     |  |      | 158,787   |     
|Accounts payable and accrued expenses                                                                 |  |      | 94,085    |     
|                                                                                                      |  |      |           |     
|Total liabilities                                                                                     |  |      | 983,551   |     
|                                                                                                      |  |      |           |     
|Partners capital:                                                                                    |  |      |           |     
|Wells Real Estate Fund I                                                                              |  |      | 3,900,488 |     
|Fund II and II-OW                                                                                     |  |      | 3,613,912 |     
|                                                                                                      |  |      |           |     
|Total partners capital                                                                               |  |      | 7,514,400 |     
|                                                                                                      |  |      |           |     
|Total liabilities and partners capital                                                               |  | $    | 8,497,951 |     
|                                                                                                      |  |      |           |     



F-20



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Fund I and IITucker

(A Georgia Joint Venture)

Statements of Income

for the Years Ended December 31, 2002, 2001 and 2000



|                                                 |  | 2002 |           | 2001 |   |           | 2000 | 
|------------------------------------------------ |  | ---- | --------- | ---- | - | --------- | ---- | 
|Revenues:                                        |  |      |           |      |   |           |      | 
|Rental income                                    |  | $    | 1,229,695 |      | $ | 1,327,608 |      | 
|Reimbursement income (1)                         |  |      | 100,180   |      |   | 104,898   | (1)  | 
|Interest income                                  |  |      | 2,435     |      |   | 1,511     |      | 
|                                                 |  |      |           |      |   |           |      | 
|                                                 |  |      | 1,332,310 |      |   | 1,434,017 |      | 
|                                                 |  |      |           |      |   |           |      | 
|Expenses:                                        |  |      |           |      |   |           |      | 
|Operating costs                                  |  |      | 457,000   |      |   | 503,868   |      | 
|Depreciation                                     |  |      | 462,145   |      |   | 483,844   |      | 
|Management and leasing fees                      |  |      | 122,274   |      |   | 131,700   |      | 
|Partnership administration                       |  |      | 47,311    |      |   | 44,514    |      | 
|Legal and accounting                             |  |      | 28,745    |      |   | 15,757    |      | 
|Bad debt expense                                 |  |      | 34,144    |      |   | 19,464    |      | 
|                                                 |  |      |           |      |   |           |      | 
|                                                 |  |      | 1,151,619 |      |   | 1,199,147 |      | 
|                                                 |  |      |           |      |   |           |      | 
|Net income                                       |  | $    | 180,691   |      | $ | 234,870   |      | 
|                                                 |  |      |           |      |   |           |      | 
|Net income allocated to Wells Real Estate Fund I |  | $    | 99,543    |      | $ | 129,390   |      | 
|                                                 |  |      |           |      |   |           |      | 
|Net income allocated to Fund II and II-OW        |  | $    | 81,148    |      | $ | 105,480   |      | 
|                                                 |  |      |           |      |   |           |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $104,898 in 2001 and $95,296 in 2000 as revenue and gross property operating costs as expenses as
disclosed in the Restatement Adjustments section of Note 1.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-21



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Fund I and IITucker

(A Georgia Joint Venture)

Statements of
Partners Capital

for the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Wells Real Estate Fund I |           |   | Fund II and II-OW |   |           | Total Partners Capital | 
|-------------------------- |  | ------------------------ | --------- | - | ----------------- | - | --------- | ----------------------- | 
|Balance, December 31, 1999 |  | $                        | 4,581,940 |   |                   | $ | 4,058,192 |                         | 
|Net income                 |  |                          | 149,464   |   |                   |   | 121,845   |                         | 
|Partnership distributions  |  |                          | (394,255  | ) |                   |   | (285,191  | )                       | 
|                           |  |                          |           |   |                   |   |           |                         | 
|Balance, December 31, 2000 |  |                          | 4,337,149 |   |                   |   | 3,894,846 |                         | 
|Net income                 |  |                          | 129,390   |   |                   |   | 105,480   |                         | 
|Partnership distributions  |  |                          | (295,671  | ) |                   |   | (199,406  | )                       | 
|                           |  |                          |           |   |                   |   |           |                         | 
|Balance, December 31, 2001 |  |                          | 4,170,868 |   |                   |   | 3,800,920 |                         | 
|Net income                 |  |                          | 99,543    |   |                   |   | 81,148    |                         | 
|Partnership distributions  |  |                          | (369,923  | ) |                   |   | (268,156  | )                       | 
|                           |  |                          |           |   |                   |   |           |                         | 
|Balance, December 31, 2002 |  | $                        | 3,900,488 |   |                   | $ | 3,613,912 |                         | 
|                           |  |                          |           |   |                   |   |           |                         | 





F-22



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Funds I and IITucker

(A Georgia Joint Venture)

Statements of Cash Flows

for the Years Ended December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |          |   | 2001 |   |          | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- | 
|Cash flows from operating activities:                                             |  |      |          |   |      |   |          |      | 
|Net income                                                                        |  | $    | 180,691  |   |      | $ | 234,870  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |          |   |      |   |          |      | 
|Depreciation                                                                      |  |      | 462,145  |   |      |   | 483,844  |      | 
|Amortization deferred lease acquisition costs                                     |  |      | 37,764   |   |      |   | 22,228   |      | 
|Changes in assets and liabilities:                                                |  |      |          |   |      |   |          |      | 
|Prepaid expenses and other assets, net                                            |  |      | (7,037   | ) |      |   | 484      |      | 
|Accounts receivable                                                               |  |      | 38,377   |   |      |   | 118,917  |      | 
|Accounts payable and accrued expenses                                             |  |      | 14,246   |   |      |   | 10,740   |      | 
|Due to affiliates                                                                 |  |      | 44,215   |   |      |   | 53,702   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Total adjustments                                                                 |  |      | 589,710  |   |      |   | 689,915  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash provided by operating activities                                         |  |      | 770,401  |   |      |   | 924,785  |      | 
|Cash flows from investing activities:                                             |  |      |          |   |      |   |          |      | 
|Investment in real estate                                                         |  |      | (76,889  | ) |      |   | (270,942 | )    | 
|Investment in deferred lease acquisition costs                                    |  |      | (14,630  | ) |      |   | (49,624  | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash used in investing activities                                             |  |      | (91,519  | ) |      |   | (320,566 | )    | 
|Cash flows from financing activities:                                             |  |      |          |   |      |   |          |      | 
|Distributions to joint venture partners                                           |  |      | (642,876 | ) |      |   | (568,483 | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net increase (decrease) in cash and cash equivalents                              |  |      | 36,006   |   |      |   | 35,736   |      | 
|Cash and cash equivalents, beginning of year                                      |  |      | 152,975  |   |      |   | 117,239  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 188,981  |   |      | $ | 152,975  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Supplemental disclosure of noncash activities:                                    |  |      |          |   |      |   |          |      | 
|Partnership distributions payable                                                 |  | $    | 158,787  |   |      | $ | 163,584  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Write-off of fully depreciated real estate assets                                 |  | $    | 0        |   |      | $ | 17,169   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 



Fund
I, II, II-OW, VI, and VII AssociatesCherokee



Fund I, II, II-OW, VI, and VII AssociatesCherokee (or the Cherokee Joint Venture) was formed in August 1995 for the purpose of owning and operating Cherokee Commons, a retail shopping center containing approximately
103,755 square feet, located in Cherokee County, Georgia. Until the formation of this joint venture, Cherokee Commons was part of the Fund I and II TuckerCherokee Joint Venture. Concurrent with the formation of Fund I, II, II-OW, VI, and VII
AssociatesCherokee, Cherokee Commons was transferred from the Fund I and II TuckerCherokee Joint Venture to the Cherokee Joint Venture. Percentage ownership interests in the Cherokee Joint Venture were determined at the time of formation



F-23



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



based on relative capital contributions. Under the terms of the joint venture agreement, Fund VI and Fund VII each contributed approximately
$1 million in return for an 11% ownership interest. Fund Is ownership interest in the Cherokee Joint Venture changed from 31% to 24%, and Fund II and II-OW joint ventures ownership interest changed from 69% to 55%. The $2 million in cash
contributed to the Cherokee Joint Venture was used to fund an expansion of the property for an existing tenant. On October 1, 2001, the Cherokee Joint Venture sold Cherokee Commons for net proceeds of $8,434,089 and recognized a gain of $1,725,015
on the sale. Management has determined that additional sources of funds will be required to fund tenant improvements at The Atrium and Louis Rose Place properties. Accordingly, it is anticipated that the Partnerships share of the net proceeds
from the sale of Cherokee Commons will be invested in such tenant improvements and, therefore, not distributed to the limited partners.





F-24



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Following is selected financial information for Fund I, II, II-OW, VI, and VII
AssociatesCherokee



Fund I, II, II-OW,
VI, and VII AssociatesCherokee

(A Georgia Joint Venture)

Balance Sheets

December 31, 2002 and 2001



|                                                                                      |  | 2002 |        | 2001
|------------------------------------------------------------------------------------- |  | ---- | ------ | ----
|Assets                                                                                |  |      |        |     
|Real estate assets, at cost:                                                          |  |      |        |     
|Land                                                                                  |  | $    | 0      |     
|Building and improvements, less accumulated depreciation of $0 in 2002 and $0 in
2001 |  |      | 0      |     
|Total real estate assets                                                              |  |      | 0      |     
|                                                                                      |  |      |        |     
|Cash and cash equivalents                                                             |  |      | 41,705 |     
|Accounts receivable                                                                   |  |      | 0      |     
|Prepaid expenses and other assets                                                     |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total assets                                                                          |  | $    | 41,705 |     
|                                                                                      |  |      |        |     
|Liabilities and Partners Capital                                                     |  |      |        |     
|Liabilities:                                                                          |  |      |        |     
|Accounts payable and accrued expenses                                                 |  | $    | 0      |     
|Partnership distributions payable                                                     |  |      | 41,705 |     
|Due to affiliates                                                                     |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total liabilities                                                                     |  |      | 41,705 |     
|                                                                                      |  |      |        |     
|Partners capital:                                                                    |  |      |        |     
|Wells Real Estate Fund I                                                              |  |      | 0      |     
|Fund II and II-OW                                                                     |  |      | 0      |     
|Wells Real Estate Fund VI                                                             |  |      | 0      |     
|Wells Real Estate Fund VII                                                            |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total partners capital                                                               |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total liabilities and partners capital                                               |  | $    | 41,705 |     
|                                                                                      |  |      |        |     



F-25



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Fund I, II, II-OW, VI, and VII AssociatesCherokee

(A Georgia Joint Venture)

Statements of Income

for the Years Ended December 31, 2002, 2001 and 2000



|                                                   |  | 2002 |         | 2001 |   |           | 2000 | 
|-------------------------------------------------- |  | ---- | ------- | ---- | - | --------- | ---- | 
|Revenues:                                          |  |      |         |      |   |           |      | 
|Rental income                                      |  | $    | 0       |      | $ | 758,302   |      | 
|Reimbursement income (1)                           |  |      | 0       |      |   | 199,587   | (1)  | 
|Interest income                                    |  |      | 141,151 |      |   | 69,626    |      | 
|Other income                                       |  |      | 0       |      |   | 1,008     |      | 
|Gain on sale of real estate                        |  |      | 0       |      |   | 1,725,015 |      | 
|                                                   |  |      |         |      |   |           |      | 
|                                                   |  |      | 141,151 |      |   | 2,753,538 |      | 
|                                                   |  |      |         |      |   |           |      | 
|Expenses:                                          |  |      |         |      |   |           |      | 
|Depreciation                                       |  |      | 0       |      |   | 254,448   |      | 
|Operating costs (1)                                |  |      | 4,491   |      |   | 133,911   | (1)  | 
|Partnership administration                         |  |      | 2,760   |      |   | 15,627    |      | 
|Management and leasing fees                        |  |      | 0       |      |   | 67,560    |      | 
|Legal and accounting                               |  |      | 9,191   |      |   | 18,357    |      | 
|Bad debt expense                                   |  |      | 2,027   |      |   | 8,682     |      | 
|                                                   |  |      |         |      |   |           |      | 
|                                                   |  |      | 18,469  |      |   | 498,585   |      | 
|                                                   |  |      |         |      |   |           |      | 
|Net income                                         |  | $    | 122,682 |      | $ | 2,254,953 |      | 
|                                                   |  |      |         |      |   |           |      | 
|Net income allocated to Wells Real Estate Fund I   |  | $    | 27,283  |      | $ | 541,707   |      | 
|                                                   |  |      |         |      |   |           |      | 
|Net income allocated to Fund II and II-OW          |  | $    | 68,513  |      | $ | 1,230,326 |      | 
|                                                   |  |      |         |      |   |           |      | 
|Net income allocated to Wells Real Estate Fund VI  |  | $    | 13,463  |      | $ | 241,460   |      | 
|                                                   |  |      |         |      |   |           |      | 
|Net income allocated to Wells Real Estate Fund VII |  | $    | 13,423  |      | $ | 241,460   |      | 
|                                                   |  |      |         |      |   |           |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $199,587 in 2001 and $174,780 in 2000 as revenue and gross property operating costs as expenses as
disclosed in the Restatement Adjustments section of Note 1.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-26



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Fund I, II, II-OW, VI, and VII AssociatesCherokee

(A Georgia Joint Venture)

Statements of Partners Capital

for the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Wells Real Estate Fund I |            |   | Fund II and II-OW |   |            | Wells Real Estate Fund VI |  |   | Wells Real Estate Fund VII |   |  | Total Partners Capital |         
|-------------------------- |  | ------------------------ | ---------- | - | ----------------- | - | ---------- | ------------------------- |  | - | -------------------------- | - |  | ----------------------- | --------
|Balance, December 31, 1999 |  | $                        | 1,618,133  |   |                   | $ | 4,053,105  |                           |  | $ | 796,558                    |   |  | $                       | 793,858 
|Net income                 |  |                          | 94,800     |   |                   |   | 215,310    |                           |  |   | 42,256                     |   |  |                         | 42,256  
|Partnership distributions  |  |                          | (214,813   | ) |                   |   | (453,678   | )                         |  |   | (89,037                    | ) |  |                         | (89,038 
|                           |  |                          |            |   |                   |   |            |                           |  |   |                            |   |  |                         |         
|Balance, December 31, 2000 |  |                          | 1,498,120  |   |                   |   | 3,814,737  |                           |  |   | 749,777                    |   |  |                         | 747,076 
|Net income                 |  |                          | 541,707    |   |                   |   | 1,230,326  |                           |  |   | 241,460                    |   |  |                         | 241,460 
|Partnership distributions  |  |                          | (199,816   | ) |                   |   | (424,381   | )                         |  |   | (83,288                    | ) |  |                         | (83,288 
|                           |  |                          |            |   |                   |   |            |                           |  |   |                            |   |  |                         |         
|Balance, December 31, 2001 |  |                          | 1,840,011  |   |                   |   | 4,620,682  |                           |  |   | 907,949                    |   |  |                         | 905,248 
|Net income                 |  |                          | 27,283     |   |                   |   | 68,513     |                           |  |   | 13,463                     |   |  |                         | 13,423  
|Partnership distributions  |  |                          | (1,867,294 | ) |                   |   | (4,689,195 | )                         |  |   | (921,412                   | ) |  |                         | (918,671
|                           |  |                          |            |   |                   |   |            |                           |  |   |                            |   |  |                         |         
|Balance, December 31, 2002 |  | $                        | 0          |   |                   | $ | 0          |                           |  | $ | 0                          |   |  | $                       | 0       
|                           |  |                          |            |   |                   |   |            |                           |  |   |                            |   |  |                         |         





F-27



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)



Fund I, II, II-OW, VI, and VII AssociatesCherokee

(A Georgia Joint Venture)

Statements of Cash Flows

for the Years Ended December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |            |   | 2001 |   |            | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities:                                             |  |      |            |   |      |   |            |      | 
|Net income                                                                        |  | $    | 122,682    |   |      | $ | 2,254,953  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |            |   |      |   |            |      | 
|Depreciation                                                                      |  |      | 0          |   |      |   | 254,448    |      | 
|Amortization deferred lease acquisition costs                                     |  |      | 0          |   |      |   | 0          |      | 
|Gain on sale of real estate                                                       |  |      | 0          |   |      |   | (1,725,015 | )    | 
|Changes in assets and liabilities:                                                |  |      |            |   |      |   |            |      | 
|Prepaid expenses and other assets, net                                            |  |      | 21,528     |   |      |   | 12,961     |      | 
|Accounts receivable                                                               |  |      | 54,871     |   |      |   | (56,972    | )    | 
|Accounts payable and accrued expenses, and refundable security deposits           |  |      | (30,777    | ) |      |   | (29,563    | )    | 
|Due to affiliates                                                                 |  |      | (149,898   | ) |      |   | 12,564     |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Total adjustments                                                                 |  |      | (104,276   | ) |      |   | (1,531,577 | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net cash provided by operating activities                                         |  |      | 18,406     |   |      |   | 723,376    |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash flows from investing activities:                                             |  |      |            |   |      |   |            |      | 
|Net proceeds from the sale of real estate                                         |  |      | 0          |   |      |   | 8,434,089  |      | 
|Investment in deferred lease acquisition costs                                    |  |      | 0          |   |      |   | 0          |      | 
|Investment in real estate                                                         |  |      | 0          |   |      |   | (6,275     | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net cash provided by investing activities                                         |  |      | 0          |   |      |   | 8,427,814  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash flows from financing activities:                                             |  |      |            |   |      |   |            |      | 
|Distributions to joint venture partners                                           |  |      | (8,432,009 | ) |      |   | (910,822   | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net (decrease) increase in cash and cash equivalents                              |  |      | (8,413,603 | ) |      |   | 8,240,368  |      | 
|Cash and cash equivalents, beginning of year                                      |  |      | 8,455,308  |   |      |   | 214,940    |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 41,705     |   |      | $ | 8,455,308  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                    |  |      |            |   |      |   |            |      | 
|Partnership distributions payable                                                 |  | $    | 41,705     |   |      | $ | 77,142     |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 



F-28



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and Fund III Associates



On April 3, 1989,
Fund II and II-OW entered into a joint venture agreement with Wells Real Estate Fund III, L.P. (Fund III) known as Fund II and Fund III Associates for the purpose of investing in commercial and industrial real properties. In April 1989,
Fund II and Fund III Associates acquired the Atrium property, a four-story office building located in Houston Texas. In 1991, Fund II and II-OW contributed its interest in a 5.8-acre parcel of land known as 880 Holcomb Bridge located in Roswell,
Georgia, to Fund II and Fund III Associates. A restaurant was developed on 1.5 acres of 880 Holcomb Bridge and is currently operating as the Brookwood Grill restaurant. During 1995, the remaining 4.3 acres of 880 Holcomb Bridge were transferred at
cost to the Fund II, III, VI, and VII Associates joint venture, a joint venture partnership between Fund II and Fund III Associates, Wells Real Estate Fund VI, L.P., and Wells Real Estate Fund VII, L.P. Fund II and Fund III Associates
investment in this transferred parcel of 880 Holcomb Bridge was $1,134,506 and $1,210,117 at December 31, 2002 and 2001, respectively, which represents a 24% interest for each year.



Following is selected financial information for Fund II and Fund III Associates interest in the Atrium
Building:



F-29



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesThe Atrium Building

Balance Sheets

December 31, 2002 AND 2001



|                                                                                                      |  | 2002 |           | 2001
|----------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Assets                                                                                                |  |      |           |     
|Real estate assets, at cost:                                                                          |  |      |           |     
|Land                                                                                                  |  | $    | 1,504,743 |     
|Building and improvements, less accumulated depreciation of $8,533,223 in 2002 and
$7,889,603 in 2001 |  |      | 6,018,432 |     
|                                                                                                      |  |      |           |     
|Total real estate assets                                                                              |  |      | 7,523,175 |     
|Cash and cash equivalents                                                                             |  |      | 503,926   |     
|Accounts receivable                                                                                   |  |      | 492,243   |     
|Prepaid expenses and other assets, net                                                                |  |      | 449,114   |     
|                                                                                                      |  |      |           |     
|Total assets                                                                                          |  | $    | 8,968,458 |     
|                                                                                                      |  |      |           |     
|                                                                                                     
|Liabilities and Owners Equity                                                                        |  |      |           |     
|Liabilities:                                                                                          |  |      |           |     
|Accounts payable and accrued expenses                                                                 |  | $    | 538,297   |     
|Deferred rent                                                                                         |  |      | 123,675   |     
|Owner distributions payable                                                                           |  |      | 0         |     
|                                                                                                      |  |      |           |     
|Total liabilities                                                                                     |  |      | 661,972   |     
|                                                                                                      |  |      |           |     
|Owners equity:                                                                                       |  |      |           |     
|Fund II and Fund II-OW                                                                                |  |      | 5,296,047 |     
|Wells Fund III                                                                                        |  |      | 3,010,439 |     
|                                                                                                      |  |      |           |     
|Total owners equity                                                                                  |  |      | 8,306,486 |     
|                                                                                                      |  |      |           |     
|Total liabilities and owners equity                                                                  |  | $    | 8,968,458 |     
|                                                                                                      |  |      |           |     



F-30



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesThe Atrium Building

Statements of (Loss) Income

for the Years Ended December 31, 2002, 2001 and 2000



|                                                        |  | 2002 |           |   | 2001 |   |           | 2000 | 
|------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- | 
|Revenues:                                               |  |      |           |   |      |   |           |      | 
|Rental income                                           |  | $    | 710,919   |   |      | $ | 1,470,144 |      | 
|Reimbursement income (1)                                |  |      | 58,799    |   |      |   | 262,078   | (1)  | 
|Interest income                                         |  |      | 1,730     |   |      |   | 7,730     |      | 
|                                                        |  |      |           |   |      |   |           |      | 
|                                                        |  |      | 771,448   |   |      |   | 1,739,952 |      | 
|                                                        |  |      |           |   |      |   |           |      | 
|Expenses:                                               |  |      |           |   |      |   |           |      | 
|Depreciation                                            |  |      | 643,620   |   |      |   | 776,116   |      | 
|Operating costs                                         |  |      | 619,591   |   |      |   | 860,044   |      | 
|Management and leasing fees                             |  |      | 143,757   |   |      |   | 190,978   |      | 
|Partnership administration                              |  |      | 93,547    |   |      |   | 37,930    |      | 
|Legal and accounting                                    |  |      | 26,708    |   |      |   | 9,002     |      | 
|                                                        |  |      |           |   |      |   |           |      | 
|                                                        |  |      | 1,527,223 |   |      |   | 1,874,070 |      | 
|                                                        |  |      |           |   |      |   |           |      | 
|Net loss                                                |  | $    | (755,775  | ) |      | $ | (134,118  | )    | 
|                                                        |  |      |           |   |      |   |           |      | 
|                                                       
|Net loss allocated to Fund II and Fund II-OW Associates |  | $    | (463,291  | ) |      | $ | (82,214   | )    | 
|                                                        |  |      |           |   |      |   |           |      | 
|                                                       
|Net loss allocated to Wells Real Estate Fund III, L.P.  |  | $    | (292,484  | ) |      | $ | (51,904   | )    | 
|                                                        |  |      |           |   |      |   |           |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $262,078 in 2001 and $119,384 in 2000 as revenue and gross property operating costs as expenses as
disclosed in the Restatement Adjustments section of Note 1.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-31



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesThe Atrium Building

Statements of Owners Equity

for the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Fund II and Fund II-OW Associates |           |   | Wells Real Estate Fund III, L.P. |   |           | Total Owners Equity | 
|-------------------------- |  | --------------------------------- | --------- | - | -------------------------------- | - | --------- | -------------------- | 
|Balance, December 31, 1999 |  | $                                 | 5,615,740 |   |                                  | $ | 3,212,263 |                      | 
|                          
|Net loss                   |  |                                   | (206,781  | ) |                                  |   | (130,545  | )                    | 
|Distributions              |  |                                   | (354,232  | ) |                                  |   | (223,633  | )                    | 
|                           |  |                                   |           |   |                                  |   |           |                      | 
|Balance, December 31, 2000 |  |                                   | 5,054,727 |   |                                  |   | 2,858,085 |                      | 
|                          
|Net loss                   |  |                                   | (82,214   | ) |                                  |   | (51,904   | )                    | 
|Distributions              |  |                                   | (413,673  | ) |                                  |   | (261,157  | )                    | 
|                           |  |                                   |           |   |                                  |   |           |                      | 
|Balance, December 31, 2001 |  |                                   | 4,558,840 |   |                                  |   | 2,545,024 |                      | 
|                          
|Net loss                   |  |                                   | (463,291  | ) |                                  |   | (292,484  | )                    | 
|Distributions              |  |                                   | 1,200,498 |   |                                  |   | 757,899   |                      | 
|                           |  |                                   |           |   |                                  |   |           |                      | 
|Balance, December 31, 2002 |  | $                                 | 5,296,047 |   |                                  | $ | 3,010,439 |                      | 
|                           |  |                                   |           |   |                                  |   |           |                      | 





F-32



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesThe Atrium Building

Statements of Cash Flows

for the Years Ended December 31, 2002, 2001 and 2000



|                                                                                |  | 2002 |            |   | 2001 |   |          | 2000 | 
|------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | -------- | ---- | 
|Cash flows from operating activities:                                           |  |      |            |   |      |   |          |      | 
|Net loss                                                                        |  | $    | (755,775   | ) |      | $ | (134,118 | )    | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Adjustments to reconcile net loss to net cash provided by operating
activities: |  |      |            |   |      |   |          |      | 
|Depreciation                                                                    |  |      | 643,620    |   |      |   | 776,116  |      | 
|Amortization of deferred lease acquisition costs                                |  |      | 101,742    |   |      |   | 89,745   |      | 
|Changes in assets and liabilities:                                              |  |      |            |   |      |   |          |      | 
|Accounts receivable                                                             |  |      | (486,897   | ) |      |   | 17,856   |      | 
|Prepaid expenses and other assets, net                                          |  |      | 44,300     |   |      |   | (45,300  | )    | 
|Accounts payable                                                                |  |      | 561,607    |   |      |   | (3,956   | )    | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Total adjustments                                                               |  |      | 864,372    |   |      |   | 834,461  |      | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Net cash provided by operating activities                                       |  |      | 108,597    |   |      |   | 700,343  |      | 
|Cash flows from investing activities:                                           |  |      |            |   |      |   |          |      | 
|Investment in deferred lease acquisition costs                                  |  |      | (516,202   | ) |      |   | 0        |      | 
|Investment in real estate assets                                                |  |      | (1,089,770 | ) |      |   | (73,696  | )    | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Net cash used in investing activities                                           |  |      | (1,605,972 | ) |      |   | (73,696  | )    | 
|Cash flows from financing activities:                                           |  |      |            |   |      |   |          |      | 
|Contributions from joint venture partners                                       |  |      | 1,958,397  |   |      |   | 0        |      | 
|Distributions to joint venture partners                                         |  |      | (169,050   | ) |      |   | (655,007 | )    | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Net cash provided by (used in) financing activities                             |  |      | 1,789,347  |   |      |   | (655,007 | )    | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Net increase (decrease) in cash and cash equivalents                            |  |      | 291,972    |   |      |   | (28,360  | )    | 
|Cash and cash equivalents, beginning of year                                    |  |      | 211,954    |   |      |   | 240,314  |      | 
|                                                                                |  |      |            |   |      |   |          |      | 
|Cash and cash equivalents, end of year                                          |  | $    | 503,926    |   |      | $ | 211,954  |      | 
|                                                                                |  |      |            |   |      |   |          |      | 
|                                                                               
|Supplemental disclosure of noncash activities:                                  |  |      |            |   |      |   |          |      | 
|Distributions payable                                                           |  | $    | 0          |   |      | $ | 169,050  |      | 
|                                                                                |  |      |            |   |      |   |          |      | 



Following is selected financial information for Fund II and Fund III Associates interest in the Brookwood Grill Restaurant:



F-33



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesBrookwood Grill Restaurant

Balance Sheets

December 31, 2002 and 2001



|                                                                                                  |  | 2002 |           | 2001
|------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Assets                                                                                            |  |      |           |     
|Real estate assets, at cost:                                                                      |  |      |           |     
|Land                                                                                              |  | $    | 745,223   |     
|Building and improvements, less accumulated depreciation of $548,805 in 2002 and
$490,320 in 2001 |  |      | 724,008   |     
|                                                                                                  |  |      |           |     
|Total real estate assets                                                                          |  |      | 1,469,231 |     
|Investment in joint venture                                                                       |  |      | 1,134,506 |     
|Cash and cash equivalents                                                                         |  |      | 89,729    |     
|Due from affiliate                                                                                |  |      | 21,607    |     
|Accounts receivable                                                                               |  |      | 16,297    |     
|Prepaid expenses and other assets, net                                                            |  |      | 0         |     
|                                                                                                  |  |      |           |     
|Total assets                                                                                      |  | $    | 2,731,370 |     
|                                                                                                  |  |      |           |     
|                                                                                                 
|Liabilities and Owners Equity                                                                    |  |      |           |     
|Liabilities:                                                                                      |  |      |           |     
|Partnership distributions payable                                                                 |  | $    | 106,452   |     
|Accounts payable                                                                                  |  |      | 4,491     |     
|                                                                                                  |  |      |           |     
|Total liabilities                                                                                 |  |      | 110,943   |     
|                                                                                                  |  |      |           |     
|Owners equity:                                                                                   |  |      |           |     
|Fund II and Fund II-OW Associates                                                                 |  |      | 1,633,938 |     
|Wells Real Estate Fund III, L.P.                                                                  |  |      | 986,489   |     
|                                                                                                  |  |      |           |     
|Total owners equity                                                                              |  |      | 2,620,427 |     
|                                                                                                  |  |      |           |     
|Total liabilities and owners equity                                                              |  | $    | 2,731,370 |     
|                                                                                                  |  |      |           |     



F-34



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesBrookwood Grill Restaurant

Statements of Income

for the Years Ended December 31, 2002, 2001 and 2000



|                                                   |  | 2002 |         |   | 2001 |   |         | 2000 | 
|-------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|Revenues:                                          |  |      |         |   |      |   |         |      | 
|Rental income                                      |  | $    | 201,187 |   |      | $ | 234,810 |      | 
|Reimbursement Income (1)                           |  |      | 25,292  |   |      |   | 34,845  | (1)  | 
|Equity in income of joint venture                  |  |      | 40,771  |   |      |   | 63,326  |      | 
|Other income                                       |  |      | 0       |   |      |   | 2,580   |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|                                                   |  |      | 267,250 |   |      |   | 335,561 |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|Expenses:                                          |  |      |         |   |      |   |         |      | 
|Depreciation                                       |  |      | 58,485  |   |      |   | 52,561  |      | 
|Operating costs                                    |  |      | 27,397  |   |      |   | 25,636  |      | 
|Management and leasing fees                        |  |      | 23,864  |   |      |   | 28,673  |      | 
|Legal and accounting                               |  |      | 11,086  |   |      |   | 3,510   |      | 
|Partnership administration                         |  |      | (17,617 | ) |      |   | 45,022  |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|                                                   |  |      | 103,215 |   |      |   | 155,402 |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|Net income                                         |  | $    | 164,035 |   |      | $ | 180,159 |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|                                                  
|Net income allocated to Fund II and II-OW          |  | $    | 102,276 |   |      | $ | 112,329 |      | 
|                                                   |  |      |         |   |      |   |         |      | 
|                                                  
|Net income allocated to Wells Real Estate Fund III |  | $    | 61,759  |   |      | $ | 67,830  |      | 
|                                                   |  |      |         |   |      |   |         |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $34,845 in 2001 and $40,061 in 2000 as revenue and gross property operating costs as expenses as
disclosed in the Restatement Adjustments section of Note 1.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



F-35



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesBrookwood Grill Restaurant

Statements of Partners Capital

for the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Fund II and II-OW |           |   | Wells Real Estate Fund III |   |           | Total Owners Equity | 
|-------------------------- |  | ----------------- | --------- | - | -------------------------- | - | --------- | -------------------- | 
|Balance, December 31, 1999 |  | $                 | 1,927,383 |   |                            | $ | 1,163,685 |                      | 
|                          
|Net income                 |  |                   | 121,235   |   |                            |   | 73,208    |                      | 
|Distributions              |  |                   | (236,065  | ) |                            |   | (142,546  | )                    | 
|                           |  |                   |           |   |                            |   |           |                      | 
|Balance, December 31, 2000 |  |                   | 1,812,553 |   |                            |   | 1,094,347 |                      | 
|                          
|Net income                 |  |                   | 112,329   |   |                            |   | 67,830    |                      | 
|Distributions              |  |                   | (217,132  | ) |                            |   | (131,117  | )                    | 
|                           |  |                   |           |   |                            |   |           |                      | 
|Balance, December 31, 2001 |  |                   | 1,707,750 |   |                            |   | 1,031,060 |                      | 
|                          
|Net income                 |  |                   | 102,276   |   |                            |   | 61,759    |                      | 
|Distributions              |  |                   | (176,088  | ) |                            |   | (106,330  | )                    | 
|                           |  |                   |           |   |                            |   |           |                      | 
|Balance, December 31, 2002 |  | $                 | 1,633,938 |   |                            | $ | 986,489   |                      | 
|                           |  |                   |           |   |                            |   |           |                      | 



F-36



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II
and III AssociatesBrookwood Grill Restaurant

Statements of Cash Flows

for the Years Ended December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |          |   | 2001 |   |          | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- | 
|Cash flows from operating activities:                                             |  |      |          |   |      |   |          |      | 
|Net income                                                                        |  | $    | 164,035  |   |      | $ | 180,159  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |          |   |      |   |          |      | 
|Depreciation                                                                      |  |      | 58,485   |   |      |   | 52,561   |      | 
|Amortization of deferred lease acquisition costs                                  |  |      | 775      |   |      |   | 5,568    |      | 
|Equity in income of joint venture                                                 |  |      | (40,771  | ) |      |   | (63,326  | )    | 
|Changes in assets and liabilities:                                                |  |      |          |   |      |   |          |      | 
|Accounts receivable                                                               |  |      | (7,370   | ) |      |   | 29,787   |      | 
|Prepaid expenses and other assets, net                                            |  |      | 2,413    |   |      |   | (2,412   | )    | 
|Accounts payable                                                                  |  |      | 1,938    |   |      |   | (2,027   | )    | 
|Due to affiliates                                                                 |  |      | 0        |   |      |   | (917     | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Total adjustments                                                                 |  |      | 15,470   |   |      |   | 19,234   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash provided by operating activities                                         |  |      | 179,505  |   |      |   | 199,393  |      | 
|Cash flows from investing activities:                                             |  |      |          |   |      |   |          |      | 
|Distributions received from joint venture                                         |  |      | 127,276  |   |      |   | 195,783  |      | 
|Cash flows from financing activities:                                             |  |      |          |   |      |   |          |      | 
|Distributions to joint venture partners                                           |  |      | (239,324 | ) |      |   | (430,419 | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net increase (decrease) in cash and cash equivalents                              |  |      | 67,457   |   |      |   | (35,243  | )    | 
|Cash and cash equivalents, beginning of year                                      |  |      | 22,272   |   |      |   | 57,515   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 89,729   |   |      | $ | 22,272   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Supplemental disclosure of noncash activities:                                    |  |      |          |   |      |   |          |      | 
|Distributions payable                                                             |  | $    | 106,452  |   |      | $ | 63,358   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 



Fund II, III, VI, and
VII Associates



On January 1, 1995, the Fund II and III
AssociatesBrookwood Grill joint venture entered into a joint venture agreement with Fund VI and Fund VII to form Fund II, III, VI, and VII Associates for the purpose of acquiring, developing, operating, and selling real properties. During
1995, Fund II and III AssociatesBrookwood Grill contributed a 4.3-acre tract of land from its 880 Holcomb Bridge property to the Fund II, III, VI, and VII Associates joint venture. Development of two retail and office buildings containing a
total of approximately 49,500 square feet was substantially complete in 1996.



F-37



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Following is selected
financial information for Fund II, III, VI, and VII Associates:



Fund II, III, VI, and VII Associates

(A Georgia Joint Venture)

Balance Sheets

December 31, 2002 and 2001



|                                                                                                      |  | 2002 |           | 2001
|----------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Assets                                                                                                |  |      |           |     
|Real estate assets, at cost:                                                                          |  |      |           |     
|Land                                                                                                  |  | $    | 1,325,242 |     
|Building and improvements, less accumulated depreciation of $2,244,183 in 2002 and
$1,969,078 in 2001 |  |      | 3,473,976 |     
|                                                                                                      |  |      |           |     
|Total real estate assets                                                                              |  |      | 4,799,218 |     
|Cash and cash equivalents                                                                             |  |      | 80,625    |     
|Prepaid expenses and other assets, net                                                                |  |      | 67,027    |     
|Accounts receivable                                                                                   |  |      | 29,562    |     
|                                                                                                      |  |      |           |     
|Total assets                                                                                          |  | $    | 4,976,432 |     
|                                                                                                      |  |      |           |     
|                                                                                                     
|Liabilities and Partners Capital                                                                     |  |      |           |     
|Liabilities:                                                                                          |  |      |           |     
|Accounts payable and accrued expenses                                                                 |  | $    | 45,751    |     
|Partnership distributions payable                                                                     |  |      | 89,767    |     
|                                                                                                      |  |      |           |     
|                                                                                                      |  |      | 135,338   |     
|                                                                                                      |  |      |           |     
|Partners capital:                                                                                    |  |      |           |     
|Fund II and III AssociatesBrookwood Grill                                                            |  |      | 1,134,506 |     
|Wells Real Estate Fund VI                                                                             |  |      | 1,265,808 |     
|Wells Real Estate Fund VII                                                                            |  |      | 2,440,780 |     
|                                                                                                      |  |      |           |     
|Total partners capital                                                                               |  |      | 4,841,094 |     
|                                                                                                      |  |      |           |     
|Total liabilities and partners capital                                                               |  | $    | 4,976,432 |     
|                                                                                                      |  |      |           |     



F-38



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II,
III, VI, and VII Associates

(A Georgia Joint Venture)

Statements of Income

for the Years Ended
December 31, 2002, 2001 and 2000



|                                                                   |  | 2002 |         |   | 2001 |   |         | 2000 | 
|------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|Revenues:                                                          |  |      |         |   |      |   |         |      | 
|Rental income                                                      |  | $    | 642,481 |   |      | $ | 845,597 |      | 
|Reimbursement income (1)                                           |  |      | 70,791  |   |      |   | 114,438 | (1)  | 
|Interest income                                                    |  |      | 1,358   |   |      |   | 2,566   |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|                                                                   |  |      | 714,630 |   |      |   | 962,601 |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|Expenses:                                                          |  |      |         |   |      |   |         |      | 
|Depreciation                                                       |  |      | 275,105 |   |      |   | 314,558 |      | 
|Operating costs                                                    |  |      | 176,993 |   |      |   | 191,792 |      | 
|Management and leasing fees                                        |  |      | 64,661  |   |      |   | 103,277 |      | 
|Partnership administration                                         |  |      | 35,982  |   |      |   | 21,691  |      | 
|Legal and accounting                                               |  |      | 6,825   |   |      |   | 12,389  |      | 
|Bad debt expense (reversal)                                        |  |      | (14,322 | ) |      |   | 55,802  |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|                                                                   |  |      | 545,244 |   |      |   | 699,509 |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|Net income                                                         |  | $    | 169,386 |   |      | $ | 263,092 |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|                                                                  
|Net income allocated to Fund II and III AssociatesBrookwood Grill |  | $    | 40,771  |   |      | $ | 63,326  |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|                                                                  
|Net income allocated to Wells Real Estate Fund VI                  |  | $    | 45,497  |   |      | $ | 70,667  |      | 
|                                                                   |  |      |         |   |      |   |         |      | 
|                                                                  
|Net income allocated to Wells Real Estate Fund VII                 |  | $    | 83,118  |   |      | $ | 129,099 |      | 
|                                                                   |  |      |         |   |      |   |         |      | 

---

|(1) |  | Amounts have been restated to reflect tenant reimbursements of $114,438 in 2001 and $99,595 in 2000 as revenue and gross property operating costs as expenses as
disclosed in the Restatement Adjustments section of Note 1.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-39



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II,
III, VI, and VII Associates

(A Georgia Joint Venture)

Statements of Partners Capital

for the
Years Ended December 31, 2002, 2001 and 2000



|                           |  | Fund II and III Associates Brookwood Grill |           |   | Wells Real Estate Fund VI |   |           | Wells Real Estate Fund VII |  |   | Total Partners Capital |  
|-------------------------- |  | ------------------------------------------- | --------- | - | ------------------------- | - | --------- | -------------------------- |  | - | ----------------------- | -
|Balance, December 31, 1999 |  | $                                           | 1,406,591 |   |                           | $ | 1,569,430 |                            |  | $ | 2,995,463               |  
|                          
|Net income                 |  |                                             | 55,489    |   |                           |   | 61,921    |                            |  |   | 113,123                 |  
|Partnership distributions  |  |                                             | (156,763  | ) |                           |   | (174,934  | )                          |  |   | (319,583                | )
|                           |  |                                             |           |   |                           |   |           |                            |  |   |                         |  
|Balance, December 31, 2000 |  |                                             | 1,305,317 |   |                           |   | 1,456,417 |                            |  |   | 2,789,003               |  
|                          
|Net income                 |  |                                             | 63,326    |   |                           |   | 70,667    |                            |  |   | 129,099                 |  
|Partnership distributions  |  |                                             | (158,526  | ) |                           |   | (176,902  | )                          |  |   | (323,178                | )
|                           |  |                                             |           |   |                           |   |           |                            |  |   |                         |  
|Balance, December 31, 2001 |  |                                             | 1,210,117 |   |                           |   | 1,350,182 |                            |  |   | 2,594,924               |  
|                          
|Net income                 |  |                                             | 40,771    |   |                           |   | 45,497    |                            |  |   | 83,118                  |  
|Partnership distributions  |  |                                             | (116,382  | ) |                           |   | (129,871  | )                          |  |   | (237,262                | )
|                           |  |                                             |           |   |                           |   |           |                            |  |   |                         |  
|Balance, December 31, 2002 |  | $                                           | 1,134,506 |   |                           | $ | 1,265,808 |                            |  | $ | 2,440,780               |  
|                           |  |                                             |           |   |                           |   |           |                            |  |   |                         |  



F-40



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





Fund II,
III, VI, and VII Associates

(A Georgia Joint Venture)

Statements of Cash Flows

for the Years Ended
December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |          |   | 2001 |   |          | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- | 
|Cash flows from operating activities:                                             |  |      |          |   |      |   |          |      | 
|Net income                                                                        |  | $    | 169,386  |   |      | $ | 263,092  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |          |   |      |   |          |      | 
|Depreciation                                                                      |  |      | 275,105  |   |      |   | 314,558  |      | 
|Amortization of deferred lease acquisition costs                                  |  |      | 12,324   |   |      |   | 27,816   |      | 
|Changes in assets and liabilities:                                                |  |      |          |   |      |   |          |      | 
|Accounts receivable                                                               |  |      | (2,171   | ) |      |   | 124,495  |      | 
|Prepaid expenses and other assets, net                                            |  |      | 8,699    |   |      |   | 48,951   |      | 
|Accounts payable and accrued expenses                                             |  |      | (2,034   | ) |      |   | (34,467  | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Total adjustments                                                                 |  |      | 291,923  |   |      |   | 481,353  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash provided by operating activities                                         |  |      | 461,309  |   |      |   | 744,445  |      | 
|Cash flows from investing activities:                                             |  |      |          |   |      |   |          |      | 
|Investment in deferred lease acquisition costs                                    |  |      | (1,475   | ) |      |   | (4,470   | )    | 
|Cash flows from financing activities:                                             |  |      |          |   |      |   |          |      | 
|Distributions to joint venture partners                                           |  |      | (530,318 | ) |      |   | (676,910 | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net (decrease) increase in cash and cash equivalents                              |  |      | (70,484  | ) |      |   | 63,065   |      | 
|Cash and cash equivalents, beginning of year                                      |  |      | 151,109  |   |      |   | 88,044   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 80,625   |   |      | $ | 151,109  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Supplemental disclosure of noncash activities:                                    |  |      |          |   |      |   |          |      | 
|Partnership distributions payable                                                 |  | $    | 89,767   |   |      | $ | 136,570  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 



F-41



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





|4. |  | INCOME TAX BASIS NET INCOME AND PARTNERS CAPITAL
|-- |  | -------------------------------------------------



A reconciliation of the Partnerships financial statement net (loss) income to net income presented in
accordance with the Federal Income Tax basis of accounting is as follows for the years ended December 31, 2002, 2001 and 2000:



|                                                                                                                   |  | 2002 |         |   | 2001 |   |         | 2000
|------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ----
|Financial statement net income                                                                                     |  | $    | (61,423 | ) |      | $ | 50,154  |     
|Increase (decrease) in net income resulting from:                                                                  |  |      |         |   |      |   |         |     
|Amortization expense for financial reporting purposes in excess of amounts for income
tax purposes                 |  |      | 1,011   |   |      |   | 0       |     
|Bad Debts                                                                                                          |  |      | 4,921   |   |      |   | 0       |     
|Depreciation expense for financial reporting purposes in excess of amounts for income
tax purposes                 |  |      | 26,315  |   |      |   | 29,902  |     
|Expenses deductible when paid for income tax purposes, accrued for financial reporting
purposes                    |  |      | (8,788  | ) |      |   | 2,771   |     
|Rental income recognized for income tax purposes (less than) in excess of amounts for
financial reporting purposes |  |      | (4,587  | ) |      |   | 978     |     
|Gain on sale of property for income tax purposes                                                                   |  |      | 0       |   |      |   | (43,171 | )   
|Involuntary conversion for income tax purposes                                                                     |  |      | 0       |   |      |   | 0       |     
|Meals and entertainment                                                                                            |  |      | 30      |   |      |   | 87      |     
|                                                                                                                   |  |      |         |   |      |   |         |     
|Income tax basis net income                                                                                        |  | $    | (42,521 | ) |      | $ | 40,721  |     
|                                                                                                                   |  |      |         |   |      |   |         |     



F-42



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





A
reconciliation of the partners capital balances, as presented in the accompanying financial statements, to partners capital balances, as presented in accordance with the Federal Income Tax basis of accounting, is as follows for the years
ended December 31, 2002, 2001 and 2000:



|                                                                                                            |  | 2002 |           |   | 2001 |   |           | 2000 | 
|----------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- | 
|Financial statement partners capital                                                                       |  | $    | 1,021,212 |   |      | $ | 1,082,635 |      | 
|Increase (decrease) in partners capital resulting from:                                                    |  |      |           |   |      |   |           |      | 
|Amortization expense for financial reporting purposes in excess of amounts for income
tax purposes          |  |      | 1,011     |   |      |   | 0         |      | 
|Bad Debts                                                                                                   |  |      | 4,921     |   |      |   | 0         |      | 
|Depreciation expense for financial reporting purposes in excess of amounts for income
tax purposes          |  |      | 227,236   |   |      |   | 200,921   |      | 
|Joint venture change in ownership                                                                           |  |      | (1,427    | ) |      |   | (1,427    | )    | 
|Accumulated expenses deductible when paid for income tax purposes, accrued for financial
reporting purposes |  |      | 26,079    |   |      |   | 34,867    |      | 
|Accumulated rental income accrued for financial reporting in excess of amounts for
income tax purposes      |  |      | (9,923    | ) |      |   | (5,335    | )    | 
|Partnership distributions payable                                                                           |  |      | 0         |   |      |   | 0         |      | 
|Other (Includes Meals & Entertainment)                                                                      |  |      | (2,978    | ) |      |   | (3,008    | )    | 
|Gain on sale of property for income tax purposes                                                            |  |      | (43,171   | ) |      |   | (43,171   | )    | 
|                                                                                                            |  |      |           |   |      |   |           |      | 
|Income tax basis partners capital                                                                          |  | $    | 1,222,960 |   |      | $ | 1,265,482 |      | 
|                                                                                                            |  |      |           |   |      |   |           |      | 



F-43



---

WELLS REAL ESTATE FUND II-OW

(A Georgia Public Limited Partnership)



DECEMBER 31, 2002, 2001 AND 2000



NOTES TO FINANCIAL STATEMENTS(Continued)





|5. |  | QUARTERLY RESULTS (UNAUDITED)
|-- |  | -----------------------------



Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2002 and 2001:



|                                                          |  | 2002 Quarters Ended |        
|--------------------------------------------------------- |  | ------------------- | -------
|                                                          |  | March 31            |        
|Revenues (a)                                              |  | $                   | (16,200
|Net income (a)                                            |  |                     | (22,172
|Net income allocated to Class A limited partners (a)      |  |                     | (22,172
|Net income per Class A limited partner unit outstanding   |  | $                   | (3.65  
|Distribution per Class A limited partner unit outstanding |  | $                   | 0.00   
|                                                         
|                                                          |  | 2001 Quarters Ended |        
|                                                          |  | March 31            |        
|Revenues                                                  |  | $                   | 11,552 
|Net income                                                |  |                     | 11,552 
|Net income allocated to Class A limited partners          |  |                     | 11,552 
|Net income per Class A limited partner unit outstanding   |  | $                   | 1.91   
|Distribution per Class A limited partner unit outstanding |  |                     | 4.37   

---

|(a) |  | These amounts have been restated to reflect the impact of adjustments to straight-line rental revenues identified during the fourth quarter of 2002 of $(29), $1,871,
and $6,043 for the first, second and third quarters of 2002, respectively.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-44



---



REPORT OF INDEPENDENT AUDITORS



The
Partners

Fund I and Fund II Tucker:



We have audited the accompanying balance sheets of Fund I and Fund II Tucker, a Georgia Joint Venture, as of December 31, 2002 and 2001, and the related
statements of income, partners capital, and cash flows for each of the three years in the period ended December 31, 2002. Our audit also included the financial statement schedule listed in the index at Item 15(a). These financial statements
and schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Fund I and Fund II Tucker at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.



/s/ ERNST & YOUNG LLP



Atlanta,
Georgia

March 18, 2003



F-45



---



Fund I and Fund II Tucker

(A Georgia Joint Venture)



Balance Sheets

December 31, 2002 and 2001



|                                                                                                     |  | 2002 |           | 2001
|---------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Assets                                                                                               |  |      |           |     
|Real estate assets, at cost:                                                                         |  |      |           |     
|Land                                                                                                 |  | $    | 3,260,887 |     
|Building and improvements, less accumulated depreciation of $4,825,663 in 2002
and$4,363,518 in 2001 |  |      | 4,861,259 |     
|                                                                                                     |  |      |           |     
|Total real estate assets                                                                             |  |      | 8,122,146 |     
|Cash and cash equivalents                                                                            |  |      | 188,981   |     
|Other assets, net                                                                                    |  |      | 121,340   |     
|Accounts receivable, net                                                                             |  |      | 65,484    |     
|                                                                                                     |  |      |           |     
|Total assets                                                                                         |  | $    | 8,497,951 |     
|                                                                                                     |  |      |           |     
|                                                                                                    
|Liabilities and Partners Capital                                                                    |  |      |           |     
|Liabilities:                                                                                         |  |      |           |     
|Due to affiliates                                                                                    |  | $    | 730,679   |     
|Partnership distributions payable                                                                    |  |      | 158,787   |     
|Accounts payable and refundable security deposits                                                    |  |      | 94,085    |     
|                                                                                                     |  |      |           |     
|Total liabilities                                                                                    |  |      | 983,551   |     
|                                                                                                     |  |      |           |     
|Partners capital:                                                                                   |  |      |           |     
|Wells Fund I                                                                                         |  |      | 3,900,488 |     
|Fund II and Fund II-OW                                                                               |  |      | 3,613,912 |     
|                                                                                                     |  |      |           |     
|Total partners capital                                                                              |  |      | 7,514,400 |     
|                                                                                                     |  |      |           |     
|Total liabilities and partners capital                                                              |  | $    | 8,497,951 |     
|                                                                                                     |  |      |           |     





See accompanying notes.



F-46



---



Fund I and Fund II Tucker

(A Georgia Joint Venture)



Statements of Income

For the Years Ended December 31, 2002, 2001 and 2000



|                                               |  | 2002 |           | 2001 |   | 2000     
|---------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|Revenues:                                      |  |      |           |      |   |          
|Rental income                                  |  | $    | 1,229,695 |      | $ | 1,327,608
|Reimbursement Income                           |  |      | 100,180   |      |   | 104,898  
|Interest income                                |  |      | 2,435     |      |   | 1,511    
|                                               |  |      |           |      |   |          
|                                               |  |      | 1,332,310 |      |   | 1,434,017
|                                               |  |      |           |      |   |          
|Expenses:                                      |  |      |           |      |   |          
|Operating costs                                |  |      | 457,000   |      |   | 503,868  
|Depreciation                                   |  |      | 462,145   |      |   | 483,844  
|Management and leasing fees                    |  |      | 122,274   |      |   | 131,700  
|Joint Venture administration                   |  |      | 47,311    |      |   | 44,514   
|Legal and accounting                           |  |      | 28,745    |      |   | 15,757   
|Bad debt expense                               |  |      | 34,144    |      |   | 19,464   
|                                               |  |      |           |      |   |          
|                                               |  |      | 1,151,619 |      |   | 1,199,147
|                                               |  |      |           |      |   |          
|Net income                                     |  | $    | 180,691   |      | $ | 234,870  
|                                               |  |      |           |      |   |          
|                                              
|Net income allocated to Wells Fund I           |  | $    | 99,543    |      | $ | 129,390  
|                                               |  |      |           |      |   |          
|                                              
|Net income allocated to Fund II and Fund II-OW |  | $    | 81,148    |      | $ | 105,480  
|                                               |  |      |           |      |   |          





See accompanying notes.



F-47



---



Fund I and Fund II Tucker

(A Georgia Joint Venture)



Statements of Partners Capital

For the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Wells Fund I |           |   | Fund II and Fund II-OW |   |           | Total Partners Capital | 
|-------------------------- |  | ------------ | --------- | - | ---------------------- | - | --------- | ----------------------- | 
|Balance, December 31, 1999 |  | $            | 4,581,940 |   |                        | $ | 4,058,192 |                         | 
|                          
|Net income                 |  |              | 149,464   |   |                        |   | 121,845   |                         | 
|Partnership distributions  |  |              | (394,255  | ) |                        |   | (285,191  | )                       | 
|                           |  |              |           |   |                        |   |           |                         | 
|Balance, December 31, 2000 |  |              | 4,337,149 |   |                        |   | 3,894,846 |                         | 
|                          
|Net income                 |  |              | 129,390   |   |                        |   | 105,480   |                         | 
|Partnership distributions  |  |              | (295,671  | ) |                        |   | (199,406  | )                       | 
|                           |  |              |           |   |                        |   |           |                         | 
|Balance, December 31, 2001 |  |              | 4,170,868 |   |                        |   | 3,800,920 |                         | 
|                          
|Net income                 |  |              | 99,543    |   |                        |   | 81,148    |                         | 
|Partnership distributions  |  |              | (369,923  | ) |                        |   | (268,156  | )                       | 
|                           |  |              |           |   |                        |   |           |                         | 
|Balance, December 31, 2002 |  | $            | 3,900,488 |   |                        | $ | 3,613,912 |                         | 
|                           |  |              |           |   |                        |   |           |                         | 





See accompanying notes.



F-48



---



Fund I and Fund II Tucker

(A Georgia Joint Venture)



Statements of Cash Flows

For the Years Ended December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |          |   | 2001 |   |          | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- | 
|Cash flows from operating activities:                                             |  |      |          |   |      |   |          |      | 
|Net income                                                                        |  | $    | 180,691  |   |      | $ | 234,870  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |          |   |      |   |          |      | 
|Depreciation                                                                      |  |      | 462,145  |   |      |   | 483,844  |      | 
|Amortization deferred lease acquisition costs                                     |  |      | 37,764   |   |      |   | 22,228   |      | 
|Changes in assets and liabilities:                                                |  |      |          |   |      |   |          |      | 
|Prepaid expenses and other assets, net                                            |  |      | (7,037   | ) |      |   | 484      |      | 
|Accounts receivable                                                               |  |      | 38,377   |   |      |   | 118,917  |      | 
|Accounts payable and accrued expenses                                             |  |      | 14,246   |   |      |   | 10,740   |      | 
|Due to affiliates                                                                 |  |      | 44,215   |   |      |   | 53,702   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Total adjustments                                                                 |  |      | 589,710  |   |      |   | 689,915  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash provided by operating activities                                         |  |      | 770,401  |   |      |   | 924,785  |      | 
|Cash flows from investing activities:                                             |  |      |          |   |      |   |          |      | 
|Investment in real estate                                                         |  |      | (76,889  | ) |      |   | (270,942 | )    | 
|Investment in deferred lease acquisition costs                                    |  |      | (14,630  | ) |      |   | (49,624  | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net cash used in investing activities                                             |  |      | (91,519  | ) |      |   | (320,566 | )    | 
|Cash flows from financing activities:                                             |  |      |          |   |      |   |          |      | 
|Distributions to joint venture partners                                           |  |      | (642,876 | ) |      |   | (568,483 | )    | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Net increase (decrease) in cash and cash equivalents                              |  |      | 36,006   |   |      |   | 35,736   |      | 
|Cash and cash equivalents, beginning of year                                      |  |      | 152,975  |   |      |   | 117,239  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 188,981  |   |      | $ | 152,975  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|                                                                                 
|Supplemental disclosure of noncash activities:                                    |  |      |          |   |      |   |          |      | 
|Partnership distributions payable                                                 |  | $    | 158,787  |   |      | $ | 163,584  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|                                                                                 
|Write-off of fully depreciated real estate assets                                 |  | $    | 0        |   |      | $ | 17,169   |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 
|                                                                                 
|Write-off of fully amortized deferred leasing costs                               |  | $    | 0        |   |      | $ | 104,484  |      | 
|                                                                                  |  |      |          |   |      |   |          |      | 





See accompanying notes.





F-49



---



Fund I and Fund II Tucker

(A Georgia Joint Venture)



Notes to Financial Statements



December 31, 2002, 2001, and 2000



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



Organization and Business



On December 10, 1986, Wells Real Estate Fund I, L.P. (Wells Fund I) and Fund II and Fund II-OW entered into a joint venture
agreement to create Fund I and Fund II Tucker (the Joint Venture). Fund II and Fund II-OW is a joint venture agreement between Wells Real Estate Fund II (Wells Fund II) and Wells Real Estate Fund II-OW (Wells Fund
II-OW). The general partners of Wells Fund I, Wells Fund II and Wells Fund II-OW are Leo F. Wells, III and Wells Capital, Inc.



The Joint Venture was formed to acquire and operate commercial real properties, including properties to be developed, currently under
development or construction, newly constructed or having operating histories. During 2002, 2001, and 2000, the Joint Venture owned 100% interest in Heritage Place at Tucker (Tucker), a retail shopping and commercial office complex
located in Tucker, Georgia.



Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Revenue Recognition



The Joint Ventures leases typically include renewal options, escalation provisions and provisions
requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental income, including scheduled rental rate increases
(other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rental revenues collected in advance are recorded as deferred rent.





F-50



---

FUND I AND FUND II TUCKER

(A Georgia Joint Venture)



NOTES TO FINANCIAL STATEMENTS(Continued)





Allocation of Income
and Distributions



Pursuant to the terms of the joint
venture agreement, all income and distributions are allocated to Wells Fund I and Fund II and Fund II-OW in accordance with their respective ownership interests. Distributions of net cash from operations are distributed to Wells Fund I and Fund II
and Fund II-OW on a quarterly basis.



Real Estate Assets



Real estate assets are stated at cost less accumulated
depreciation. Major improvements and betterments are capitalized when they extend the useful lives of the related assets. All repairs and maintenance expenditures are expensed as incurred. Depreciation for buildings and improvements is calculated
using the straight-line method over 25 years. Tenant improvements are amortized over the life of the related lease or real estate asset.



Management continually monitors events and changes in circumstances that could indicate that carrying amounts of real estate assets may not be
recoverable. When indicators of potential impairment are present, management assesses the recoverability of the assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future cash flows
expected from the use and eventual disposition of the asset. In the event the 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 Joint Venture to date.



Other Assets, net



Other assets, net as of December 31, 2002 and 2001 are comprised of the following items:



|                             |  | 2002 |         | 2001
|---------------------------- |  | ---- | ------- | ----
|Refundable security deposits |  | $    | 71,673  |     
|Deferred leasing costs, net  |  |      | 49,667  |     
|                             |  |      |         |     
|Total                        |  | $    | 121,340 |     
|                             |  |      |         |     



Deferred leasing costs
reflect costs, net, incurred to procure operating leases, which are capitalized and amortized on a straight-line basis over the terms of the related leases. Deferred leasing costs, net, are presented net of accumulated amortization of $133,567 and
$95,804 as of December 31, 2002 and 2001, respectively. Refundable security deposits represent cash deposits received from tenants, the offset to which is included in accounts payable and refundable security deposits in the accompanying balance
sheets. Pursuant to the respective leases, the Joint Venture may apply such balances towards unpaid receivable balances or property damages, where applicable, or will refund such balances to the tenants upon the expiration of the lease term.



Cash and Cash Equivalents



The Joint Venture considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in money market
accounts.



Accounts Receivable, Net



Accounts receivable, net, are comprised of tenant receivables and
straight-line rent receivable. Management assesses the collectibility of accounts receivable on an ongoing basis and would provide for



F-51



---

FUND I AND FUND II TUCKER

(A Georgia Joint Venture)



NOTES TO FINANCIAL STATEMENTS(Continued)





allowances
should such balances, or a portion thereof, be deemed uncollectible. Allowances of $31,031 and $10,450 are included in accounts receivable, net, as of December 31, 2002 and 2001, respectively.



Income Taxes



The Joint Venture is not subject to federal or state income
taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Wells Fund I and Wells Fund II and Wells Fund II-OW are required to include their respective share of profits and losses from the Joint Venture
in their individual income tax returns.



|2. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Wells Fund I, Wells Fund II and Wells Fund II-OW entered into property management and leasing agreements with Wells Management Company,
Inc. (Wells Management), an affiliate of the general partners of Wells Fund I, Wells Fund II and Wells Fund II-OW. In consideration for management and leasing of the Joint Ventures properties, the Joint Venture will generally pay
Wells Management fees equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to exceed
the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more
years), 1% of the gross revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



The Joint Venture incurred management and leasing fees of $122,274, $131,700 and $121,946 for the years ended December 31, 2002, 2001 and
2000, respectively.



Wells Capital, Inc., the
general partner of Wells Partners, L.P., performs certain administrative services for the various Wells Real Estate Funds and joint ventures, such as accounting and other general administration, and incurs the related expenses. Such expenses are
allocated among these entities based on time spent on each entity by individual personnel. During 2002, 2001 and 2000, the Joint Venture reimbursed $47,311, $44,514 and $37,480, respectively, to Wells Capital, Inc. and its affiliates for these
services.



The general partners of Wells Fund I,
Wells Fund II and Wells Fund IIOW 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 Joint Venture for tenants in similar geographic markets.



|3. |  | RENTAL INCOME
|-- |  | -------------



The future minimum rental income due the Joint Venture under noncancelable operating leases at December 31, 2002 is as follows:



|Year ending December 31: |  |  
|------------------------ |  | -
|2003                     |  | $
|2004                     |  |  
|2005                     |  |  
|2006                     |  |  
|2007                     |  |  
|Thereafter               |  |  
|                         |  |  
|                         |  | $
|                         |  |  



One
tenant contributed 12% of rental income for the year ended December 31, 2002.



F-52



---



FUND I AND FUND II TUCKER

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                             |  |              |  | Initial Cost |           |                             |   | Gross Amount at Which Carried at December 31, 2002 |  |      |            |                            |   |                          |  |      
|---------------------------- |  | ------------ |  | ------------ | --------- | --------------------------- | - | -------------------------------------------------- |  | ---- | ---------- | -------------------------- | - | ------------------------ |  | -----
|Description                  |  | Encumbrances |  | Land         |           | Buildings and Improvement s |   | Costs Capitalized Subsequent To Acquisition        |  | Land |            | Buildings and Improvements |   | Construction in Progress |  | Total
|HERITAGE PLACE AT TUCKER (a) |  | None         |  | $            | 2,756,378 |                             | $ | 0                                                  |  | $    | 10,191,431 |                            | $ | 3,260,887                |  | $    

---

|(a) |  | The Heritage Place at Tucker is a center offering retail, shopping, and commercial office space located in Tucker, Georgia.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(b) |  | Depreciation lives used for buildings are 25 years. Depreciation lives used for land improvements are 20 years.
|--- |  | ---------------------------------------------------------------------------------------------------------------





F-53



---



FUND I AND
FUND II TUCKER

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                             |  | Cost |            |   | Accumulated Depreciation |  
|---------------------------- |  | ---- | ---------- | - | ------------------------ | -
|BALANCE AT DECEMBER 31, 1999 |  | $    | 12,501,807 |   |                          | $
|                            
|2000 additions               |  |      | 115,340    |   |                          |  
|                             |  |      |            |   |                          |  
|BALANCE AT DECEMBER 31, 2000 |  |      | 12,617,147 |   |                          |  
|                            
|2001 additions               |  |      | 270,941    |   |                          |  
|2001 deletions               |  |      | (17,168    | ) |                          |  
|                             |  |      |            |   |                          |  
|BALANCE AT DECEMBER 31, 2001 |  |      | 12,870,920 |   |                          |  
|                            
|2002 additions               |  |      | 76,889     |   |                          |  
|                             |  |      |            |   |                          |  
|BALANCE AT DECEMBER 31, 2002 |  | $    | 12,947,809 |   |                          | $
|                             |  |      |            |   |                          |  



F-54



---



REPORT OF INDEPENDENT AUDITORS



The
Partners

Fund I, II, II-OW, VI and VII Associates:



We have audited the accompanying balance sheets of Fund I, II, II-OW, VI and VII Associates, a Georgia Joint Venture, as of December 31, 2002 and 2001,
and the related statements of income, partners capital, and cash flows for each of the three years in the period ended December 31, 2002 These financial statements are the responsibility of the Joint Ventures management. Our
responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fund I, II, II-OW, VI and VII Associates at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States.



/s/    Ernst & Young LLP



Atlanta, Georgia

March 18, 2003



F-55



---



Fund I, II, II-OW, VI and VII Associates

(A Georgia Joint Venture)



Balance Sheets



December 31, 2002 and 2001



|                                                                                      |  | 2002 |        | 2001
|------------------------------------------------------------------------------------- |  | ---- | ------ | ----
|Assets                                                                                |  |      |        |     
|Real estate assets, at cost:                                                          |  |      |        |     
|Land                                                                                  |  | $    | 0      |     
|Building and improvements, less accumulated depreciation of $0 in 2002 and $0 in
2001 |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total real estate assets                                                              |  |      | 0      |     
|Cash and cash equivalents                                                             |  |      | 41,705 |     
|Accounts receivable, net                                                              |  |      | 0      |     
|Other assets                                                                          |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total assets                                                                          |  | $    | 41,705 |     
|                                                                                      |  |      |        |     
|                                                                                     
|Liabilities and Partners Capital                                                     |  |      |        |     
|Liabilities:                                                                          |  |      |        |     
|Partnership distributions payable                                                     |  | $    | 41,705 |     
|Accounts payable and accrued expenses                                                 |  |      | 0      |     
|Due to affiliates                                                                     |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total liabilities                                                                     |  |      | 41,705 |     
|                                                                                      |  |      |        |     
|Partners capital:                                                                    |  |      |        |     
|Wells Fund I                                                                          |  |      | 0      |     
|Fund II and Fund II-OW                                                                |  |      | 0      |     
|Wells Fund VI                                                                         |  |      | 0      |     
|Wells Fund VII                                                                        |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total partners capital                                                               |  |      | 0      |     
|                                                                                      |  |      |        |     
|Total liabilities and partners capital                                               |  | $    | 41,705 |     
|                                                                                      |  |      |        |     





See accompanying notes.



F-56



---



Fund I, II, II-OW, VI and VII Associates

(A Georgia Joint Venture)



Statements of Income



For the Years Ended December 31, 2002, 2001 and 2000



|                                               |  | 2002 |         | 2001 |   | 2000     
|---------------------------------------------- |  | ---- | ------- | ---- | - | ---------
|Revenues:                                      |  |      |         |      |   |          
|Rental income                                  |  | $    | 0       |      | $ | 758,302  
|Reimbursement Income                           |  |      | 0       |      |   | 199,587  
|Interest income                                |  |      | 141,151 |      |   | 69,626   
|Other income                                   |  |      | 0       |      |   | 1,008    
|Gain on sale of real estate                    |  |      | 0       |      |   | 1,725,015
|                                               |  |      |         |      |   |          
|                                               |  |      | 141,151 |      |   | 2,753,538
|                                               |  |      |         |      |   |          
|Expenses:                                      |  |      |         |      |   |          
|Depreciation                                   |  |      | 0       |      |   | 254,448  
|Operating costs                                |  |      | 4,491   |      |   | 133,911  
|Joint Venture administration                   |  |      | 2,760   |      |   | 15,627   
|Management and leasing fees                    |  |      | 0       |      |   | 67,560   
|Legal and accounting                           |  |      | 9,191   |      |   | 18,357   
|Bad debt expense                               |  |      | 2,027   |      |   | 8,682    
|                                               |  |      |         |      |   |          
|                                               |  |      | 18,469  |      |   | 498,585  
|                                               |  |      |         |      |   |          
|Net income                                     |  | $    | 122,682 |      | $ | 2,254,953
|                                               |  |      |         |      |   |          
|                                              
|Net income allocated to Wells Fund I           |  | $    | 27,283  |      | $ | 541,707  
|                                               |  |      |         |      |   |          
|                                              
|Net income allocated to Fund II and Fund II-OW |  | $    | 68,513  |      | $ | 1,230,326
|                                               |  |      |         |      |   |          
|                                              
|Net income allocated to Wells Fund VI          |  | $    | 13,463  |      | $ | 241,460  
|                                               |  |      |         |      |   |          
|                                              
|Net income allocated to Wells Fund VII         |  | $    | 13,423  |      | $ | 241,460  
|                                               |  |      |         |      |   |          





See accompanying notes.



57



---



Fund I, II, II-OW, VI and VII Associates

(A Georgia Joint Venture)



Statements of Partners Capital



For the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Wells Fund I |            |   | Fund II and Fund II-OW |   |            | Wells Fund VI |  |   | Wells Fund VII |   |  | Total Partners Capital |         
|-------------------------- |  | ------------ | ---------- | - | ---------------------- | - | ---------- | ------------- |  | - | -------------- | - |  | ----------------------- | --------
|Balance, December 31, 1999 |  | $            | 1,618,133  |   |                        | $ | 4,053,105  |               |  | $ | 796,558        |   |  | $                       | 793,858 
|Net income                 |  |              | 94,800     |   |                        |   | 215,310    |               |  |   | 42,256         |   |  |                         | 42,256  
|Partnership distributions  |  |              | (214,813   | ) |                        |   | (453,678   | )             |  |   | (89,037        | ) |  |                         | (89,038 
|                           |  |              |            |   |                        |   |            |               |  |   |                |   |  |                         |         
|Balance, December 31, 2000 |  |              | 1,498,120  |   |                        |   | 3,814,737  |               |  |   | 749,777        |   |  |                         | 747,076 
|Net income                 |  |              | 541,707    |   |                        |   | 1,230,326  |               |  |   | 241,460        |   |  |                         | 241,460 
|Partnership distributions  |  |              | (199,816   | ) |                        |   | (424,381   | )             |  |   | (83,288        | ) |  |                         | (83,288 
|                           |  |              |            |   |                        |   |            |               |  |   |                |   |  |                         |         
|Balance, December 31, 2001 |  |              | 1,840,011  |   |                        |   | 4,620,682  |               |  |   | 907,949        |   |  |                         | 905,248 
|Net income                 |  |              | 27,283     |   |                        |   | 68,513     |               |  |   | 13,463         |   |  |                         | 13,423  
|Partnership distributions  |  |              | (1,867,294 | ) |                        |   | (4,689,195 | )             |  |   | (921,412       | ) |  |                         | (918,671
|                           |  |              |            |   |                        |   |            |               |  |   |                |   |  |                         |         
|Balance, December 31, 2002 |  | $            | 0          |   |                        | $ | 0          |               |  | $ | 0              |   |  | $                       | 0       
|                           |  |              |            |   |                        |   |            |               |  |   |                |   |  |                         |         





See accompanying notes.



58



---



Fund I, II, II-OW, VI and VII Associates

(A Georgia Joint Venture)



Statements of Cash Flows



For the Years Ended December 31, 2002, 2001 and 2000



|                                                                                  |  | 2002 |            |   | 2001 |   |            | 2000 | 
|--------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities:                                             |  |      |            |   |      |   |            |      | 
|Net income                                                                        |  | $    | 122,682    |   |      | $ | 2,254,953  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |            |   |      |   |            |      | 
|Depreciation                                                                      |  |      | 0          |   |      |   | 254,448    |      | 
|Amortization deferred lease acquisition costs                                     |  |      | 0          |   |      |   | 0          |      | 
|Gain on sale of real estate                                                       |  |      | 0          |   |      |   | (1,725,015 | )    | 
|Changes in assets and liabilities:                                                |  |      |            |   |      |   |            |      | 
|Prepaid expenses and other assets, net                                            |  |      | 21,528     |   |      |   | 12,961     |      | 
|Accounts receivable                                                               |  |      | 54,871     |   |      |   | (56,972    | )    | 
|Accounts payable and accrued expenses, and refundable security deposits           |  |      | (30,777    | ) |      |   | (29,563    | )    | 
|Due to affiliates                                                                 |  |      | (149,898   | ) |      |   | 12,564     |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Total adjustments                                                                 |  |      | (104,276   | ) |      |   | (1,531,577 | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net cash provided by operating activities                                         |  |      | 18,406     |   |      |   | 723,376    |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash flows from investing activities:                                             |  |      |            |   |      |   |            |      | 
|Net proceeds from the sale of real estate                                         |  |      | 0          |   |      |   | 8,434,089  |      | 
|Investment in deferred lease acquisition costs                                    |  |      | 0          |   |      |   | 0          |      | 
|Investment in real estate                                                         |  |      | 0          |   |      |   | (6,275     | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net cash provided by investing activities                                         |  |      | 0          |   |      |   | 8,427,814  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash flows from financing activities:                                             |  |      |            |   |      |   |            |      | 
|Distributions to joint venture partners                                           |  |      | (8,432,009 | ) |      |   | (910,822   | )    | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Net (decrease) increase in cash and cash equivalents                              |  |      | (8,413,603 | ) |      |   | 8,240,368  |      | 
|Cash and cash equivalents, beginning of year                                      |  |      | 8,455,308  |   |      |   | 214,940    |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents, end of year                                            |  | $    | 41,705     |   |      | $ | 8,455,308  |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 
|                                                                                 
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES                                    |  |      |            |   |      |   |            |      | 
|Partnership distributions payable                                                 |  | $    | 41,705     |   |      | $ | 77,142     |      | 
|                                                                                  |  |      |            |   |      |   |            |      | 





See accompanying notes.



59



---



Fund I, II, II-OW, VI and VII Associates

(A Georgia Joint Venture)



Notes to Financial Statements



December 31, 2002, 2001, and 2000



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



Organization and Business



In August 1995, Wells Real Estate Fund I (Wells Fund I), Fund II and Fund II-OW, Wells Real Estate Fund VI, L.P. (Wells
Fund VI), and Wells Real Estate Fund VII, L.P. (Wells Fund VII) entered into a joint venture agreement known as Fund I, II, II-OW, VI and VII Associates (the Joint Venture) for the purpose of acquiring Cherokee Commons,
a retail shopping center approximately 103,755 square feet and located in Cherokee County, Georgia. Fund II-IIOW Associates is a joint venture agreement between Wells Real Estate Fund II (Wells Fund II) and Wells Real Estate Fund II-OW
(Wells Fund II-OW). The general partners of Wells Fund I, Wells Fund II and Wells Fund II-OW are Leo F. Wells, III and Wells Capital, Inc. The general partners of Wells Fund VI and Wells Fund VII are Leo F. Wells, III and Wells Partners, L.P.,
a private Georgia limited partnership.



Until the
formation of the Joint Venture, Cherokee Commons was owned by the Fund I and II Tucker  Cherokee joint venture. Percentage ownership interests in the Joint Venture were determined at the time of formation based on relative capital
contributions. Under the terms of the Joint Venture agreement, Wells Funds VI and Wells Fund VII each contributed approximately $1 million in cash in return for an approximate ownership interest of 11%. Wells Fund Is ownership interest in the
Joint Venture changed from 31% to 24%, and Fund II and IIOW Associates ownership interest changed from 69% to 55%. The approximately $2 million cash contribution from Wells Fund VI and Wells Fund VII was used to fund an expansion of the property for
an existing tenant.



On October 1, 2001, the
Joint Venture sold Cherokee Commons for net proceeds of $8,434,089 and recognized a gain of $1,725,015 on the sale.



Use of Estimates



The preparation of the Joint Ventures financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Revenue Recognition



The Joint Ventures leases typically include renewal
options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental
income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rental revenues collected in advance are recorded as
deferred rent.



F-60



---



Fund I, II,
IIOW, VI and VII Associates

(A Georgia Joint Venture)



Notes to Financial Statements (Continued)



Allocation of Income and Distributions



Pursuant to the terms of the joint venture agreement, all
income and distributions are allocated to Wells Fund I, Fund II and Fund II-OW, Wells Fund VI and Wells Fund VII in accordance with their respective ownership interests. Net cash from operations is distributed to the Joint Venture partners on a
quarterly basis.



Real Estate Assets



Real estate assets are stated at cost less
accumulated depreciation. Major improvements and betterments are capitalized when they extend the useful lives of the related assets. All repairs and maintenance expenditures are expensed as incurred. Depreciation for buildings and improvements is
calculated using the straight-line method over 25 years. Tenant improvements are amortized over the life of the related lease or real estate asset.



Management continually monitors events and changes in circumstances that could indicate that carrying amounts of real estate assets may
not be recoverable. When indicators of potential impairment are present, management assesses the recoverability of the assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future cash
flows expected from the use and eventual disposition of the asset. In the event the 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 Joint Venture to date.



Other Assets



As of December 31, 2001, other assets are comprised of interest income receivable of $20,000 and utility deposits of $1,528.



Cash and Cash Equivalents



The Joint Venture considers all highly liquid investments
purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in
money market accounts.



Accounts Receivable,
Net



Accounts receivable, net, are comprised
of tenant receivables and straight-line rent receivable. Management assesses the collectibility of accounts receivable on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. Allowances of $0 and
$3,412 are included in accounts receivable, net, as of December 31, 2002 and 2001, respectively.



F-61



---



Fund I, II,
IIOW, VI and VII Associates

(A Georgia Joint Venture)



Notes to Financial Statements (Continued)



Income Taxes



The Joint Venture is not subject to federal or state income
taxes; therefore, none have been provided for in the accompanying financial statements. The general and limited partners of Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells Fund VI and Wells Fund VII are required to include their respective
shares of profits and losses from the Joint Venture in their individual income tax returns.



|2. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells Fund VI and Wells Fund VII entered into property management and leasing agreements
with Wells Management Company, Inc. (Wells Management), an affiliate of the general partners of Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells Fund VI and Wells Fund VII. In consideration for management and leasing of the Joint
Ventures properties, the Joint Venture will generally pay Wells Management fees equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time
lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of
commercial properties which are leased on a long-term net basis (ten or more years), 1% of the gross revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



The Joint Venture incurred management and leasing fees of $0,
$67,560 and $74,422 for the years ended December 31, 2002, 2001 and 2000, respectively.



Wells Capital, Inc. and its affiliates perform certain administrative services for the various Wells Real Estate Funds and affiliated joint ventures, such as accounting and other general
administration, and incur the related expenses. Such expenses are allocated among these entities based on time spent on each entity by individual personnel. During 2002, 2001 and 2000, the Joint Venture reimbursed $2,760, $15,627 and $23,352,
respectively, to Wells Capital, Inc. and its affiliates for these services.



The general partners of Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells Fund VI and Wells Fund VII 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 Joint Venture for tenants in similar geographic markets.



F-62



---



REPORT OF INDEPENDENT AUDITORS



The
Partners

Fund II and Fund II-OW:



We have audited the accompanying balance sheets of Fund II and Fund II-OW, a Georgia Joint Venture, as of December 31, 2002 and 2001, and the related
statements of income (loss), partners capital, and cash flows for each of the three years in the period ended December 31, 2002. Our audit also included the financial statement schedule listed in the index at Item 15(a). These financial
statements and schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.



We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fund II and Fund II-OW at December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



/s/ ERNST & YOUNG LLP



Atlanta, Georgia

March 18, 2003



F-63



---



Fund II and Fund II-OW

(A Georgia Joint Venture)



Balance Sheets

December 31, 2002 and 2001





|                                                                                                      |  | 2002 |            | 2001
|----------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ----
|Assets                                                                                                |  |      |            |     
|Real estate assets, at cost:                                                                          |  |      |            |     
|Land                                                                                                  |  | $    | 1,367,856  |     
|Building and improvements, less accumulated depreciation of $4,077,790 in 2002 and
$3,716,818 in 2001 |  |      | 3,711,976  |     
|                                                                                                      |  |      |            |     
|Total real estate assets                                                                              |  |      | 5,079,832  |     
|Investment in joint ventures                                                                          |  |      | 10,543,898 |     
|Cash and cash equivalents                                                                             |  |      | 3,176,554  |     
|Due from affiliates                                                                                   |  |      | 147,173    |     
|                                                                                                      |  |      |            |     
|Total assets                                                                                          |  | $    | 18,947,457 |     
|                                                                                                      |  |      |            |     
|                                                                                                     
|Liabilities and Partners Capital                                                                     |  |      |            |     
|Liabilities:                                                                                          |  |      |            |     
|Partnership distributions payable                                                                     |  | $    | 3,270,143  |     
|Accounts payable and accrued expenses                                                                 |  |      | 129,011    |     
|                                                                                                      |  |      |            |     
|Total liabilities                                                                                     |  |      | 3,399,154  |     
|                                                                                                      |  |      |            |     
|Partners capital:                                                                                    |  |      |            |     
|Wells Fund II                                                                                         |  |      | 14,721,865 |     
|Wells Fund II-OW                                                                                      |  |      | 826,438    |     
|                                                                                                      |  |      |            |     
|Total partners capital                                                                               |  |      | 15,548,303 |     
|                                                                                                      |  |      |            |     
|Total liabilities and partners capital                                                               |  | $    | 18,947,457 |     
|                                                                                                      |  |      |            |     





See accompanying notes



F-64



---



Fund II and Fund II-OW

(A Georgia Joint Venture)



Statements of Income (Loss)



For the Years Ended December 31, 2002, 2001 and 2000



|                                                |  | 2002 |            |   | 2001 |   | 2000     
|----------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------
|Revenues:                                       |  |      |            |   |      |   |          
|Rental income                                   |  | $    | 0          |   |      | $ | 281,357  
|Reimbursement income                            |  |      | 811        |   |      |   | 27,750   
|Interest income                                 |  |      | 108        |   |      |   | 2,139    
|Equity in (loss) income of joint ventures       |  |      | (211,352   | ) |      |   | 1,365,921
|                                                |  |      |            |   |      |   |          
|                                                |  |      | (210,433   | ) |      |   | 1,677,167
|                                                |  |      |            |   |      |   |          
|Expenses:                                       |  |      |            |   |      |   |          
|Depreciation                                    |  |      | 360,972    |   |      |   | 357,699  
|Operating costs                                 |  |      | 259,758    |   |      |   | 202,383  
|Other expenses                                  |  |      | 108,474    |   |      |   | 0        
|Joint Venture administration                    |  |      | 104,474    |   |      |   | 80,246   
|Legal and accounting                            |  |      | 99,862     |   |      |   | 49,619   
|Computer costs                                  |  |      | 10,893     |   |      |   | 19,763   
|Management and leasing fees                     |  |      | 0          |   |      |   | 23,134   
|                                                |  |      |            |   |      |   |          
|                                                |  |      | 944,433    |   |      |   | 732,844  
|                                                |  |      |            |   |      |   |          
|Net (loss) income                               |  | $    | (1,154,866 | ) |      | $ | 944,323  
|                                                |  |      |            |   |      |   |          
|                                               
|Net (loss) income allocated to Wells Fund II    |  | $    | (1,093,364 | ) |      | $ | 894,179  
|                                                |  |      |            |   |      |   |          
|                                               
|Net (loss) income allocated to Wells Fund II-OW |  | $    | (61,502    | ) |      | $ | 50,144   
|                                                |  |      |            |   |      |   |          





See accompanying notes.



F-65



---



Fund II and Fund II-OW

(A Georgia Joint Venture)



Statements of Partners Capital

For the Years Ended December 31, 2002, 2001 and 2000



|                           |  | Wells Fund II |            |   | Wells Fund II-OW |   |           | Total Partners Capital | 
|-------------------------- |  | ------------- | ---------- | - | ---------------- | - | --------- | ----------------------- | 
|Balance, December 31, 1999 |  | $             | 20,666,589 |   |                  | $ | 1,159,995 |                         | 
|                          
|Net income                 |  |               | 499,246    |   |                  |   | 27,996    |                         | 
|Partnership distributions  |  |               | (1,885,108 | ) |                  |   | (105,711  | )                       | 
|                           |  |               |            |   |                  |   |           |                         | 
|Balance, December 31, 2000 |  |               | 19,280,727 |   |                  |   | 1,082,280 |                         | 
|                          
|Net income                 |  |               | 894,179    |   |                  |   | 50,144    |                         | 
|Partnership contributions  |  |               | 60,001     |   |                  |   | 3,363     |                         | 
|Partnership distributions  |  |               | (1,183,793 | ) |                  |   | (66,384   | )                       | 
|                           |  |               |            |   |                  |   |           |                         | 
|Balance, December 31, 2001 |  |               | 19,051,114 |   |                  |   | 1,069,403 |                         | 
|                          
|Net loss                   |  |               | (1,093,364 | ) |                  |   | (61,502   | )                       | 
|Partnership contributions  |  |               | 1,213,516  |   |                  |   | 66,991    |                         | 
|Partnership distributions  |  |               | (4,449,401 | ) |                  |   | (248,454  | )                       | 
|                           |  |               |            |   |                  |   |           |                         | 
|Balance, December 31, 2002 |  | $             | 14,721,865 |   |                  | $ | 826,438   |                         | 
|                           |  |               |            |   |                  |   |           |                         | 





See accompanying notes.



F-66



---



Fund II and Fund II-OW

(A Georgia Joint Venture)



Statements of Cash Flows



For the Years Ended December 31, 2002, 2001 and 2000



|                                                                                                   |  | 2002 |            |   | 2001 |   |            | 2000 | 
|-------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities:                                                              |  |      |            |   |      |   |            |      | 
|Net (loss) income                                                                                  |  | $    | (1,154,866 | ) |      | $ | 944,323    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Adjustments to reconcile net (loss) income to net cash (used in) provided by operating
activities: |  |      |            |   |      |   |            |      | 
|Depreciation                                                                                       |  |      | 360,972    |   |      |   | 357,699    |      | 
|Equity in loss (income) of joint ventures                                                          |  |      | 211,352    |   |      |   | (1,365,921 | )    | 
|Changes in assets and liabilities:                                                                 |  |      |            |   |      |   |            |      | 
|Due from affiliates                                                                                |  |      | 2,613      |   |      |   | 0          |      | 
|Accounts receivable                                                                                |  |      | 0          |   |      |   | 0          |      | 
|Prepaid expenses and other assets                                                                  |  |      | 0          |   |      |   | 8,234      |      | 
|Accounts payable and accrued expenses                                                              |  |      | 122,750    |   |      |   | 1,172      |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Total adjustments                                                                                  |  |      | 697,687    |   |      |   | (998,816   | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash (used in) provided by operating activities                                                |  |      | (457,179   | ) |      |   | (54,493    | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash flows from investing activities:                                                              |  |      |            |   |      |   |            |      | 
|Investment in real estate                                                                          |  |      | (8,648     | ) |      |   | (10,000    | )    | 
|Contribution to joint ventures                                                                     |  |      | (1,200,498 | ) |      |   | 0          |      | 
|Distributions received from joint ventures                                                         |  |      | 5,225,608  |   |      |   | 1,365,311  |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash provided by investing activities                                                          |  |      | 4,016,462  |   |      |   | 1,355,311  |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash flows from financing activities:                                                              |  |      |            |   |      |   |            |      | 
|Contributions received from partners                                                               |  |      | 1,280,507  |   |      |   | 63,364     |      | 
|Distributions to partners                                                                          |  |      | (1,687,780 | ) |      |   | (1,484,369 | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net cash provided by used in financing activities                                                  |  |      | (407,273   | ) |      |   | (1,421,005 | )    | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Net increase in cash and cash equivalents                                                          |  |      | 3,152,010  |   |      |   | (120,187   | )    | 
|Cash and cash equivalents, beginning of year                                                       |  |      | 24,544     |   |      |   | 144,731    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents, end of year                                                             |  | $    | 3,176,554  |   |      | $ | 24,544     |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 
|                                                                                                  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:                                                    |  |      |            |   |      |   |            |      | 
|Partnership distributions payable                                                                  |  | $    | 3,270,143  |   |      | $ | 260,068    |      | 
|                                                                                                   |  |      |            |   |      |   |            |      | 





See accompanying notes.



F-67



---



Fund II and Fund II-OW

(A Georgia Joint Venture)



Notes to Financial Statements



December 31, 2002, 2001, and 2000



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization and Business



In March 1998, Wells Real Estate Fund II (Wells Fund II) and
Wells Real Estate Fund IIOW (Wells Fund IIOW) entered into a joint venture agreement to create Fund II and Fund II-OW (the Joint Venture). The general partners of Wells Fund II and Wells Fund IIOW are Leo F. Wells, III and
Wells Capital, Inc.



The Joint Venture was formed to acquire and
operate commercial real properties, including properties to be developed, currently under development or construction, newly constructed or having operating histories. During 2002, 2001, and 2000, the Joint Venture owned 100% of Louis Rose Place, an
office building located in Charlotte, North Carolina.



Additionally, as of December 31, 2002, the Joint Venture owned interests in the following four properties through interests in the affiliated joint ventures listed below.



|The Joint Ventures Ownership Interest |  | Joint Venture                 |  | Joint Venture Partners                                                                                             |  | Properties                                                                                                                                        
|------------------------------------- |  | ----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|                                     
|                                     
|48.1%                                 |  | Fund I-II Associates  Tucker |  |     Wells Real Estate Fund I     Fund II and Fund II-OW Associates                                               |  | 1.  Heritage Place A retail shopping and commercial office complex located in Tucker, Georgia                                                     
|                                     
|                                     
|63.1%                                 |  | Fund II-III Associates        |  |     Fund II and Fund II-OW Associates     Wells Real Estate Fund III, L.P.                                       |  | 2.  Boeing at the Atrium A four story office building located in Houston, Texas 3.  Brookwood Grill A restaurant located in Fulton County, Georgia
|                                     
|                                     
|14.6%                                 |  | Fund II-III-VI-VII Associates |  |     Fund II-III Associates Brookwood     Wells Real Estate Fund VI, L.P.     Wells Real Estate Fund VII, L.P . |  | 4.  Holcomb Bridge Property An office/retail center located in Roswell, Georgia                                                                   
|                                     



On October 1, 2001, Fund
I-II-IIOW-VI-VII Associates, a joint venture between the Joint Venture, Wells Real Estate Fund I, Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., sold the Cherokee Commons property, a retail shopping center located in Cherokee
County, Georgia, to an unrelated third-party. The Joint Venture owned an interest of approximately 55.8% in Fund I-II-IIOW-VI-VII Associates as of December 31, 2002 and 2001. This sale resulted in a total gain of approximately $1,725,000 and net
proceeds of $8,434,089, of which approximately $963,000 and $4,710,000, respectively, are attributable to the Joint Venture.



F-68



---



Fund II and
Fund II-OW

(A Georgia Joint Venture)



Notes to Financial Statements (Continued)



Basis of Presentation



The Joint Venture does not have control over the operations of its investments in the joint ventures;
however, it does exercise significant influence. Accordingly, investments in the above 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 Joint Venture.



Use of Estimates



The preparation of the Joint Ventures financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Revenue Recognition



The Joint Ventures leases typically include renewal options, escalation provisions and provisions requiring tenants to reimburse the
Joint Venture for a pro rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based
on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rental revenues collected in advance are recorded as deferred rent.



Allocation of Income and Distributions



Pursuant to the terms of the Joint Venture agreement, all income and distributions are allocated to the Joint
Venture partners in accordance with their respective ownership interests. Net cash from operations is distributed to Wells Fund II and Wells Fund IIOW on a quarterly basis.



Real Estate Assets



Real estate assets are stated at cost less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful lives of the related assets. All repairs and maintenance expenditures are expensed as incurred. Depreciation for buildings and improvements is calculated using the straight-line method over 25 years. Tenant
improvements are amortized over the life of the related lease or real estate asset.



Management continually monitors events and changes in circumstances that could indicate that carrying amounts of real estate assets may not be recoverable. When indicators of potential impairment are
present, management assesses the recoverability of the assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future cash flows expected from the use and eventual disposition of the
asset. In the event the 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 Joint Venture to date.



Cash and Cash Equivalents



The Joint Venture considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments.
Short-term investments are stated at cost, which approximates fair value, and consist of investments in money market accounts.





F-69



---



Fund II and
IIOW

(A Georgia Joint Venture)



Notes to Financial Statements (Continued)



Income Taxes



The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in
the accompanying financial statements. The general and limited partners of Wells Fund II and Wells Fund IIOW are required to include their respective shares of profits and losses from the Joint Venture in their individual income tax returns.



|2. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Wells Fund II and Wells Fund IIOW entered into a property management and leasing agreement with Wells Management Company, Inc.
(Wells Management), an affiliate of the general partners of Wells Fund II and Wells Fund IIOW. In consideration for management and leasing of the Joint Ventures properties, the Joint Venture generally pays Wells Management fees
equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to exceed the fee customarily
charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten or more years), 1% of the
gross revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



The Joint Venture incurred management and leasing fees of $0, $23,134 and $69,128 for the years ended December 31, 2002, 2001 and 2000,
respectively.



Wells Capital, Inc., L.P., and its
affiliates perform certain administrative services for the various Wells Real Estate Funds and affiliated joint ventures, such as accounting and other general administration, and incur the related expenses. Such expenses are allocated among theses
entities based on estimates of the time spent on each entity by individual personnel. During 2002, 2001 and 2000, the Joint Venture reimbursed $104,474, $80,246 and $72,158, respectively, to Wells Capital, Inc. and its affiliates for these services.



The general partners of Wells Fund II and Wells
Fund IIOW 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
Joint Venture for tenants in similar geographic markets.



F-70



---

FUND I AND FUND II-OW

(A Georgia Joint Venture)



NOTES TO FINANCIAL STATEMENTS(Continued)





|3. |  | INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
|-- |  | -------------------------------------------



The following information summarizes the financial position as of December 31, 2002 and 2001, and results of operations for the years ended December 31,
2002, 2001 and 2000 of the joint ventures in which the Joint Venture held ownership interests as of December 31, 2002:



|                                         |  | Total Assets |            | Total Liabilities |   | Total Equity |  | Joint Ventures Investment
|---------------------------------------- |  | ------------ | ---------- | ----------------- | - | ------------ |  | --------------------------
|                                         |  | 2002         |            | 2001              |   | 2002         |  | 2001                      
|Fund I, II, IIOW, VI, and VII Associates |  | $            | 41,705     |                   | $ | 8,531,707    |  | $                         
|Fund I and Fund II Tucker                |  |              | 8,497,951  |                   |   | 8,901,675    |  |                           
|Fund II and Fund-III Associates          |  | $            | 11,699,828 |                   | $ | 10,178,000   |  |                           
|                                         |  |              |            |                   |   |              |  |                           
|                                         |  | $            | 20,239,484 |                   | $ | 27,611,382   |  | $                         
|                                         |  |              |            |                   |   |              |  |                           



|                                         |  | Total Revenues |           | Net Income (Loss) |   |           | Joint Ventures Share of Net Income (Loss) |     
|---------------------------------------- |  | -------------- | --------- | ----------------- | - | --------- | ------------------------------------------ | ----
|                                         |  | 2002           |           | 2001              |   | 2000      |                                            | 2002
|Fund I, II, IIOW, VI, and VII Associates |  | $              | 141,151   |                   | $ | 2,753,538 |                                            | $   
|Fund I and Fund II Tucker                |  |                | 1,332,310 |                   |   | 1,434,017 |                                            |     
|Fund II and Fund III Associates          |  |                | 1,038,698 |                   |   | 2,075,513 |                                            |     
|                                         |  |                |           |                   |   |           |                                            |     
|                                         |  | $              | 2,512,159 |                   | $ | 6,263,068 |                                            | $   
|                                         |  |                |           |                   |   |           |                                            |     



The following
information summarizes the financial position as of December 31, 2002 and 2001, and results of operations for the years ended December 31, 2002, 2001 and 2000 of Fund II-III-VI-VII Associates, in which the Joint Venture held an unconsolidated
interest through its interest in Fund II-III Associates, as of December 31, 2002:



|                                 |  | Total Assets |           | Total Liabilities |   | Total Equity |  | Joint Ventures Investment
|-------------------------------- |  | ------------ | --------- | ----------------- | - | ------------ |  | --------------------------
|                                 |  | 2002         |           | 2001              |   | 2002         |  | 2001                      
|Fund II, III, VI, VII Associates |  | $            | 4,976,432 |                   | $ | 5,339,398    |  | $                         
|                                 |  |              |           |                   |   |              |  |                           



|                                 |  | Total Revenues |         | Net Income |   | Joint Ventures Share of Net Income
|-------------------------------- |  | -------------- | ------- | ---------- | - | -----------------------------------
|                                 |  | 2002           |         | 2001       |   | 2000                               
|Fund II, III, VI, VII Associates |  | $              | 714,630 |            | $ | 962,601                            
|                                 |  |                |         |            |   |                                    



F-71



---



FUND II AND FUND IIOW

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                        |  |              |  | Initial Cost |           |                            |   | Gross Amount at Which Carried at December 31, 2002 |  |      |         |                            |   |                          |  |      
|----------------------- |  | ------------ |  | ------------ | --------- | -------------------------- | - | -------------------------------------------------- |  | ---- | ------- | -------------------------- | - | ------------------------ |  | -----
|Description             |  | Encumbrances |  | Land         |           | Buildings and Improvements |   | Costs Capitalized Subsequent To Acquisition        |  | Land |         | Buildings and Improvements |   | Construction in Progress |  | Total
|LOUIS ROSE BUILDING (a) |  | None         |  | $            | 1,282,500 |                            | $ | 7,267,500                                          |  | $    | 607,623 |                            | $ | 1,367,856                |  | $    

|(a) |  | The Louis Rose Building is a two-story office building located in Charlotte, North Carolina
|--- |  | -------------------------------------------------------------------------------------------

|(b) |  | Depreciation lives used for buildings are 25 years. Depreciation lives used for land improvements are 20 years.
|--- |  | ---------------------------------------------------------------------------------------------------------------



F-72



---



FUND II AND
FUND IIOW

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                             |  | Cost |           | Accumulated Depreciation
|---------------------------- |  | ---- | --------- | ------------------------
|BALANCE AT DECEMBER 31, 1999 |  | $    | 9,138,974 |                         
|                            
|2000 additions               |  |      | 0         |                         
|                             |  |      |           |                         
|BALANCE AT DECEMBER 31, 2000 |  |      | 9,138,974 |                         
|                            
|2001 additions               |  |      | 10,000    |                         
|                             |  |      |           |                         
|BALANCE AT DECEMBER 31, 2001 |  |      | 9,148,974 |                         
|                            
|2002 additions               |  |      | 8,648     |                         
|                             |  |      |           |                         
|BALANCE AT DECEMBER 31, 2002 |  | $    | 9,157,622 |                         
|                             |  |      |           |                         



F-73



---



REPORT OF INDEPENDENT AUDITORS



The Partners

Fund II and Fund III Associates:



We have audited the accompanying balance sheets of Fund II and Fund III
Associates, a Georgia Joint Venture, as of December 31, 2002 and 2001, and the related statements of income (loss), partners capital, and cash flows for each of the three years in the period ended December 31, 2002. Our audit also included the
financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.



We conducted our audits in
accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fund II and Fund III Associates at December 31, 2002 and 2001, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



/s/ Ernst & Young LLP



Atlanta, Georgia

March 18, 2003



F-74



---



Fund II and Fund III Associates

(A Georgia Joint Venture)



Balance Sheets

December 31, 2002 and 2001



|                                                                                                      |  | 2002 |            | 2001
|----------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ----
|Assets                                                                                                |  |      |            |     
|Real estate assets, at cost:                                                                          |  |      |            |     
|Land                                                                                                  |  | $    | 2,249,966  |     
|Building and improvements, less accumulated depreciation of $9,082,028 in 2002 and
$8,379,922 in 2001 |  |      | 6,742,440  |     
|                                                                                                      |  |      |            |     
|Total real estate assets                                                                              |  |      | 8,992,406  |     
|Investment in joint venture                                                                           |  |      | 1,134,506  |     
|Cash and cash equivalents                                                                             |  |      | 593,655    |     
|Due from affiliate                                                                                    |  |      | 21,607     |     
|Accounts receivable, net                                                                              |  |      | 508,540    |     
|Prepaid expenses and other assets, net                                                                |  |      | 449,114    |     
|                                                                                                      |  |      |            |     
|Total assets                                                                                          |  | $    | 11,699,828 |     
|                                                                                                      |  |      |            |     
|                                                                                                     
|Liabilities and Partners Capital                                                                     |  |      |            |     
|Liabilities:                                                                                          |  |      |            |     
|Accounts payable and refundable security deposits                                                     |  | $    | 542,788    |     
|Deferred rent                                                                                         |  |      | 123,675    |     
|Partnership distributions payable                                                                     |  |      | 106,452    |     
|                                                                                                      |  |      |            |     
|Total liabilities                                                                                     |  |      | 772,915    |     
|                                                                                                      |  |      |            |     
|Partners capital:                                                                                    |  |      |            |     
|Fund II and Fund II-OW                                                                                |  |      | 6,929,986  |     
|Wells Fund III                                                                                        |  |      | 3,996,927  |     
|                                                                                                      |  |      |            |     
|Total partners capital                                                                               |  |      | 10,926,913 |     
|                                                                                                      |  |      |            |     
|Total liabilities and partners capital                                                               |  | $    | 11,699,828 |     
|                                                                                                      |  |      |            |     





See accompanying notes.



F-75



---



Fund II and Fund III Associates

(A Georgia Joint Venture)



Statements of Income (loss)

For the Years Ended December 31, 2002, 2001 AND 2000



|                                                      |  | 2002 |           |   | 2001 |   | 2000      | 
|----------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | 
|Revenues:                                             |  |      |           |   |      |   |           | 
|Rental income                                         |  | $    | 912,106   |   |      | $ | 1,704,954 | 
|Reimbursement Income                                  |  |      | 84,091    |   |      |   | 296,923   | 
|Equity in income of joint venture                     |  |      | 40,771    |   |      |   | 63,326    | 
|Other income                                          |  |      | 1,730     |   |      |   | 10,310    | 
|                                                      |  |      |           |   |      |   |           | 
|                                                      |  |      | 1,038,698 |   |      |   | 2,075,513 | 
|                                                      |  |      |           |   |      |   |           | 
|Expenses:                                             |  |      |           |   |      |   |           | 
|Depreciation                                          |  |      | 702,105   |   |      |   | 828,677   | 
|Bad debt expense                                      |  |      | (31,036   | ) |      |   | 31,036    | 
|Operating costs                                       |  |      | 646,988   |   |      |   | 885,680   | 
|Management and leasing fees                           |  |      | 167,621   |   |      |   | 219,651   | 
|Joint Venture administration                          |  |      | 106,966   |   |      |   | 51,916    | 
|Legal and accounting                                  |  |      | 37,794    |   |      |   | 12,512    | 
|                                                      |  |      |           |   |      |   |           | 
|                                                      |  |      | 1,630,438 |   |      |   | 2,029,472 | 
|                                                      |  |      |           |   |      |   |           | 
|Net income (loss)                                     |  | $    | (591,740  | ) |      | $ | 46,041    | 
|                                                      |  |      |           |   |      |   |           | 
|Net income (loss) allocated to Fund II and Fund II-OW |  | $    | (361,015  | ) |      | $ | 30,115    | 
|                                                      |  |      |           |   |      |   |           | 
|Net income (loss) allocated to Wells Fund III         |  | $    | (230,725  | ) |      | $ | 15,926    | 
|                                                      |  |      |           |   |      |   |           | 





See accompanying notes.



F-76



---



Fund II and Fund III Associates

(A Georgia Joint Venture)



Statements of Partners Capital

For the Years Ended December 31, 2002, 2001 AND 2000



|                           |  | Fund II and Fund II-OW |           |   | Wells Fund III |   |           | Total Partners Capital | 
|-------------------------- |  | ---------------------- | --------- | - | -------------- | - | --------- | ----------------------- | 
|Balance, December 31, 1999 |  | $                      | 7,543,123 |   |                | $ | 4,375,948 |                         | 
|                          
|Net loss                   |  |                        | (85,546   | ) |                |   | (57,337   | )                       | 
|Partnership distributions  |  |                        | (590,297  | ) |                |   | (366,179  | )                       | 
|                           |  |                        |           |   |                |   |           |                         | 
|Balance, December 31, 2000 |  |                        | 6,867,280 |   |                |   | 3,952,432 |                         | 
|                          
|Net income                 |  |                        | 30,115    |   |                |   | 15,926    |                         | 
|Partnership distributions  |  |                        | (630,805  | ) |                |   | (392,274  | )                       | 
|                           |  |                        |           |   |                |   |           |                         | 
|Balance, December 31, 2001 |  |                        | 6,266,590 |   |                |   | 3,576,084 |                         | 
|                          
|Net loss                   |  |                        | (361,015  | ) |                |   | (230,725  | )                       | 
|Partnership contributions  |  |                        | 1,200,499 |   |                |   | 757,898   |                         | 
|Partnership distributions  |  |                        | (176,088  | ) |                |   | (106,330  | )                       | 
|                           |  |                        |           |   |                |   |           |                         | 
|Balance, December 31, 2002 |  | $                      | 6,929,986 |   |                | $ | 3,996,927 |                         | 
|                           |  |                        |           |   |                |   |           |                         | 





See accompanying notes.



F-77



---



Fund II and Fund III Associates

(A Georgia Joint Venture)



Statements of Cash Flows

For the Years Ended December 31, 2002, 2001 AND 2000



|                                                                                        |  | 2002 |            |   | 2001 |   |            | 2000 | 
|--------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities:                                                   |  |      |            |   |      |   |            |      | 
|Net (loss) income                                                                       |  | $    | (591,740   | ) |      | $ | 46,041     |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Adjustments to reconcile net (loss) income to net cash provided byoperating
activities: |  |      |            |   |      |   |            |      | 
|Depreciation                                                                            |  |      | 702,105    |   |      |   | 828,677    |      | 
|Amortization of deferred lease acquisition costs                                        |  |      | 102,517    |   |      |   | 95,313     |      | 
|Equity in income of joint venture                                                       |  |      | (40,771    | ) |      |   | (63,326    | )    | 
|Changes in assets and liabilities:                                                      |  |      |            |   |      |   |            |      | 
|Accounts receivable, net                                                                |  |      | (494,267   | ) |      |   | 47,643     |      | 
|Prepaid expenses and other assets, net                                                  |  |      | 46,713     |   |      |   | (47,712    | )    | 
|Accounts payable, refundable security deposits and deferred rent                        |  |      | 563,545    |   |      |   | (5,983     | )    | 
|Due to affiliates                                                                       |  |      | 0          |   |      |   | (917       | )    | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Total adjustments                                                                       |  |      | 879,842    |   |      |   | 853,695    |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Net cash provided by operating activities                                               |  |      | 288,102    |   |      |   | 899,736    |      | 
|Cash flows from investing activities:                                                   |  |      |            |   |      |   |            |      | 
|Distributions received from joint venture                                               |  |      | 127,276    |   |      |   | 195,783    |      | 
|Expenditures for deferred lease acquisition costs                                       |  |      | (516,202   | ) |      |   | 0          |      | 
|Investment in real estate assets                                                        |  |      | (1,089,770 | ) |      |   | (73,696    | )    | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Net cash (used in) provided by investing activities                                     |  |      | (1,478,696 | ) |      |   | 122,087    |      | 
|Cash flows from financing activities:                                                   |  |      |            |   |      |   |            |      | 
|Contributions from joint venture partners                                               |  |      | 1,958,397  |   |      |   | 0          |      | 
|Distributions to joint venture partners                                                 |  |      | (408,374   | ) |      |   | (1,085,426 | )    | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Net cash provided by (used in) financing activities                                     |  |      | 1,550,023  |   |      |   | (1,085,426 | )    | 
|Net increase (decrease) in cash and cash equivalents                                    |  |      | 359,429    |   |      |   | (63,603    | )    | 
|Cash and cash equivalents, beginning of year                                            |  |      | 234,226    |   |      |   | 297,829    |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents, end of year                                                  |  | $    | 593,655    |   |      | $ | 234,226    |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|                                                                                       
|SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:                                         |  |      |            |   |      |   |            |      | 
|Partnership distributions payable                                                       |  | $    | 106,452    |   |      | $ | 232,408    |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 
|Write-off of fully amortized deferred leasing costs                                     |  | $    | 54,351     |   |      | $ | 0          |      | 
|                                                                                        |  |      |            |   |      |   |            |      | 





See accompanying notes.



F-78



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Fund II and Fund III Associates

(A Georgia Joint Venture)



Notes to Financial Statements



December 31, 2002, 2001 and 2000



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



Organization and Business



On April 3, 1989, Fund II and Fund II-OW entered into a joint venture agreement with Wells Real Estate Fund III, L.P. (Wells Fund
III) known as Fund II and Fund III Associates (the Joint Venture) for the purpose of investing in commercial and industrial real properties. Fund II and Fund II-OW is a joint venture agreement between Wells Real Estate Fund II
(Wells Fund II) and Wells Real Estate Fund II-OW (Wells Fund II-OW).



In April 1989, the Joint Venture acquired the Atrium property, a four-story office building located in Houston Texas. In 1991, Fund II and II-OW contributed its interest in a 5.8-acre of land known as
880 Holcomb Bridge located in Roswell, Georgia, to the Joint Venture. A restaurant was developed on 1.5 acres of 880 Holcomb Bridge and is currently operating as the Brookwood Grill restaurant. During 1995, the remaining 4.3 acres of 880 Holcomb
Bridge were transferred at cost to the Fund II, III, VI and VII Associates, a joint venture partnership between the Joint Venture, Wells Real Estate Fund VI, L.P. (Wells Fund VI), and Wells Real Estate Fund VII, L.P. (Wells Fund
VI). The general partners of Wells Fund II, Wells Fund II-OW, and Wells Fund III are Leo F. Wells, III and Wells Capital, Inc. The general partners of Wells Fund VI and Wells Fund VII are Leo F. Wells, III and Wells Partners, L.P., a private
Georgia limited partnership.



Basis of
Presentation



The Joint Venture does not
control the operations of Fund II, III, VI and VII Associates. Accordingly, the Joint Ventures investment in Fund II, III, VI and VII Associates is 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 Joint Venture, as further described in Note 4.



Use of Estimates



The preparation of the Joint Ventures financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Revenue Recognition



The Joint Ventures leases typically include renewal
options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Ventures leases are classified as operating leases, and the related rental
income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Rental revenues collected in advance are recorded as
deferred rent.



F-79



---

Fund II and Fund III Associates

(A Georgia Joint Venture)



Notes to Financial Statements(Continued)





Allocation of Income and Distributions



Pursuant to the terms of the joint venture agreement, all income and distributions are allocated to Wells Fund II, Wells Fund IIOW, and Wells Fund III in accordance with their respective ownership interests. Net cash from operations
is distributed to the joint venture partners on a quarterly basis.



Real Estate Assets



Real estate assets are stated at cost less accumulated depreciation. Major improvements and betterments are capitalized when they extend the useful lives of the related assets. All repairs and maintenance expenditures are expensed as
incurred. Depreciation for buildings and improvements is calculated using the straight-line method over 25 years. Tenant improvements are amortized over the life of the related lease or real estate asset.



Management continually monitors events and changes in
circumstances that could indicate that carrying amounts of real estate assets may not be recoverable. When indicators of potential impairment are present, management assesses the recoverability of the assets by determining whether the carrying value
of the real estate assets will be recovered through the undiscounted future cash flows expected from the use and eventual disposition of the asset. In the event the 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 Joint Venture to date.



Prepaid Expenses and Other Assets, net



Prepaid expenses and other assets, net, as of December 31,
2002 and 2001 is comprised of the following balances:



|                             |  | 2002 |         | 2001
|---------------------------- |  | ---- | ------- | ----
|Deferred leasing costs, net  |  | $    | 448,114 |     
|Prepaid expenses             |  |      | 0       |     
|Refundable security deposits |  |      | 1,000   |     
|                             |  |      |         |     
|Total                        |  | $    | 449,114 |     
|                             |  |      |         |     



Deferred
leasing costs, net, reflect costs incurred to procure operating leases, which are capitalized and amortized on a straight-line basis over the terms of the related leases. Deferred leasing costs, net, include accumulated amortization of $516,810 and
$468,644 as of December 31, 2002 and 2001, respectively. Refundable security deposits represent cash deposits received from tenants, the offset to which is included in accounts payable, accrued expenses and refundable security deposits in the
accompanying balance sheets. Pursuant to the respective leases, the Joint Venture may apply such balances towards unpaid receivable balances or property damages, where applicable, or will refund remaining balances to the tenants upon the expiration
of their lease term.



Cash and Cash
Equivalents



The Joint Venture considers all
highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and
consist of investments in money market accounts.



F-80



---

Fund II AND FUND III ASSOCIATES

(A Georgia Joint Venture)



Notes to Financial Statements(Continued)





Accounts Receivable, Net



Accounts receivable are comprised of tenant receivables and straight-line rent receivables. Management assesses the collectibility of accounts receivable on an ongoing basis and provides for allowances as such balances, or portions
thereof, become uncollectible. Allowances of $0 and $31,036 have been recorded as of December 31, 2002 and 2001, respectively.



Income Taxes



The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial
statements. The partners of Wells Fund II, Wells Fund II-OW, and Wells Fund III are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.



|2. |  | RELATED-PARTY TRANSACTIONS
|-- |  | --------------------------



Wells Fund II, Wells Fund II-OW and Wells Fund III entered into a property management and leasing agreement with Wells Management Company,
Inc. (Wells Management), an affiliate of the general partners of Wells Fund II, Wells Fund II-OW, and Wells Fund III. In consideration for management and leasing of the Joint Ventures properties, the Joint Venture will generally
pay Wells Management fees equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time lease-up of newly constructed properties in an amount not to
exceed the fee customarily charged in arms-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties which are leased on a long-term net basis (ten
or more years), 1% of the gross revenues, except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term.



The Joint Venture incurred management and leasing fees of $167,621, $219,651 and $210,355 for the years ended December 31, 2002, 2001 and
2000, respectively.



Wells Capital, Inc. and its
affiliates perform certain administrative services for the various Wells Real Estate Funds and joint ventures, such as accounting and other general administration, and incur the related expenses. Such expenses are allocated among these entities
based on time spent on each entity by individual personnel. During 2002, 2001 and 2000, the Joint Venture reimbursed $106,966, $51,916 and $28,860, respectively, to Wells Capital, Inc. and its affiliates for these services.



The general partners of Wells Fund II, Wells Fund II-OW and
Wells Fund III 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 Joint Venture for tenants in similar geographic markets.



F-81



---

Fund II and Fund III Associates

(A Georgia Joint Venture)



Notes to Financial Statements(Continued)





|3. |  | RENTAL INCOME
|-- |  | -------------



The future minimum rental income due the Joint Venture under noncancelable operating leases at December 31, 2002 is as follows:



|Year ending December 31: |  |            
|------------------------ |  | -----------
|2003                     |  | $1,903,121 
|2004                     |  | 1,908,653  
|2005                     |  | 1,914,329  
|2006                     |  | 1,920,137  
|2007                     |  | 1,926,101  
|Thereafter               |  | 1,506,672  
|                         |  |            
|                         |  | $11,079,013
|                         |  |            



One
tenant contributed 100% of rental income for the year ended December 31, 2002 and will contribute 100% of future minimum rental income.



|4. |  | INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
|-- |  | ------------------------------------------



The following information summarizes the financial position of Fund II, III, VI and VII Associates as of December 31, 2002 and 2001, and
the results of operations for the years ended December 31, 2002, 2001 and 2000:



|                                    |  | Total Assets |           | Total Liabilities |   | Total Equity |  | Joint Ventures Investment
|----------------------------------- |  | ------------ | --------- | ----------------- | - | ------------ |  | --------------------------
|                                    |  | 2002         |           | 2001              |   | 2002         |  | 2001                      
|Fund II, III, VI and VII Associates |  | $            | 4,976,432 |                   | $ | 5,339,398    |  | $                         
|                                    |  |              |           |                   |   |              |  |                           



|                                    |  | Total Revenues |         | Net Income |   | Joint Ventures Share of Net Income
|----------------------------------- |  | -------------- | ------- | ---------- | - | -----------------------------------
|                                    |  | 2002           |         | 2001       |   | 2000                               
|Fund II, III, VI and VII Associates |  | $              | 714,630 |            | $ | 962,601                            
|                                    |  |                |         |            |   |                                    



F-82



---



FUND II AND FUND III ASSOCIATES

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                         |  |              |  | Initial Cost |           |                            |   | Gross Amount at Which Carried at December 31, 2002 |  |      |           |                            |   |                          |  |      
|------------------------ |  | ------------ |  | ------------ | --------- | -------------------------- | - | -------------------------------------------------- |  | ---- | --------- | -------------------------- | - | ------------------------ |  | -----
|Description              |  | Encumbrances |  | Land         |           | Buildings and Improvements |   | Costs Capitalized Subsequent To Acquisition        |  | Land |           | Buildings and Improvements |   | Construction in Progress |  | Total
|BROOKWOOD GRILL (a)      |  | None         |  | $            | 523,319   |                            | $ | 0                                                  |  | $    | 1,494,717 |                            | $ | 745,223                  |  | $    
|BOEING AT THE ATRIUM (b) |  | None         |  |              | 1,367,000 |                            |   | 10,983,000                                         |  |      | 3,706,398 |                            |   | 1,504,743                |  |      
|                         |  |              |  |              |           |                            |   |                                                    |  |      |           |                            |   |                          |  |      
|Total                    |  |              |  | $            | 1,890,319 |                            | $ | 10,983,000                                         |  | $    | 5,201,115 |                            | $ | 2,249,966                |  | $    
|                         |  |              |  |              |           |                            |   |                                                    |  |      |           |                            |   |                          |  |      

---

|(a) |  | Brookwood Grill is a 7,440-square-foot restaurant located in Fulton County, Georgia.
|--- |  | ------------------------------------------------------------------------------------

|(b) |  | Boeing at the Atrium is a four-story office building located in Houston, Texas.
|--- |  | -------------------------------------------------------------------------------

|(c) |  | Depreciation lives used for buildings are 25 years. Depreciation lives used for land improvements are 20 years.
|--- |  | ---------------------------------------------------------------------------------------------------------------



F-83



---



FUND II AND
FUND III ASSOCIATES

(A Georgia Joint Venture)



SCHEDULE IIIREAL ESTATE AND ACCUMULATED DEPRECIATION



DECEMBER 31, 2002



|                             |  | Cost |            | Accumulated Depreciation
|---------------------------- |  | ---- | ---------- | ------------------------
|BALANCE AT DECEMBER 31, 1999 |  | $    | 16,852,768 |                         
|                            
|2000 additions               |  |      | 58,200     |                         
|                             |  |      |            |                         
|BALANCE AT DECEMBER 31, 2000 |  |      | 16,910,968 |                         
|                            
|2001 additions               |  |      | 73,696     |                         
|                             |  |      |            |                         
|BALANCE AT DECEMBER 31, 2001 |  |      | 16,984,664 |                         
|                            
|2002 additions               |  |      | 1,089,770  |                         
|                             |  |      |            |                         
|BALANCE AT DECEMBER 31, 2002 |  | $    | 18,074,434 |                         
|                             |  |      |            |                         



F-84