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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-Q





(Mark One)


|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended June 30, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from
 to





Commission file number 0-27888





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WELLS REAL ESTATE FUND VIII, L.P.


(Exact name of registrant as specified in its
charter)





Georgia (State or other
jurisdiction of incorporation or organization)

58-2126618 (I.R.S.
Employer Identification Number)





6200 The Corners Pkwy., Atlanta, Georgia (Address of principal executive offices)

30092 (Zip
Code)





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





(Former name, former address, and former fiscal year, if changed since last report)





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Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  x  No  ̈





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FORM 10-Q





WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





INDEX





Page No.PART 1.FINANCIAL INFORMATIONItem 1.

Financial Statements

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

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

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

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

7Condensed Notes to Financial Statements (unaudited)

8Item 2.

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

12PART II.    
OTHER INFORMATION

15Exhibit Index

16Exhibit 99.1Certification of Chief Executive OfficerExhibit 99.2Certification of Chief Financial Officer




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PART I.    
FINANCIAL INFORMATION





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




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WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





BALANCE SHEETS





(unaudited)June 30, 2002

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

$
21,189,085

$
21,861,005Cash and cash equivalents


70,443


28,901Due from affiliates


647,572


804,064Total assets

$
21,907,100

$
22,693,970LIABILITIES AND PARTNERS CAPITAL:Liabilities:Partnership distributions payable

$
668,673

$
684,141Accounts payable


2,384


6,527671,057


690,668Partners capital:Limited partners:Class A2,815,468 units and 2,806,519 units as of June 30, 2002 and December 31, 2001, respectively


21,236,043


22,003,302Class B387,801 units and 396,750 units as of June 30, 2002 and December 31, 2001, respectively



0


0Total partners capital


21,236,043


22,003,302Total liabilities and partners capital

$
21,907,100

$
22,693,970





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







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WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





STATEMENTS OF INCOME





(unaudited)

(unaudited)Three Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

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

$
303,792

$
358,906

$
617,024

$
647,634Interest income


0


0


1,076


2,151303,792


358,906


618,100


649,785EXPENSES:Legal and accounting


2,923


3,165


10,823


9,392Partnership administration


18,257


22,000


33,975


31,341Computer costs


1,930


4,308


4,194


5,50823,110


29,473


48,992


46,241NET INCOME

$
280,682

$
329,433

$
569,108

$
603,544NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS

$
280,682

$
329,433

$
569,108

$
603,544NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS

$
0

$
0

$
0

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

$
0.10

$
0.12

$
0.20

$
0.22NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT

$
0.00

$
0.00

$
0.00

$
0.00CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT

$
0.23

$
0.23

$
0.46

$
0.45





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





STATEMENTS OF PARTNERS CAPITAL


FOR THE YEAR ENDED DECEMBER 31, 2001


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





Limited Partners

Total Partners CapitalClass A


Class BUnits

Amounts


Units


AmountsBALANCE, December 31, 2000

2,764,087

$
23,180,147


439,182


$
0

$
23,180,147Net income

0


1,433,706


0



0


1,433,706Partnership distributions

0


(2,610,551
)

0



0


(2,610,551
)Class B conversion elections

42,432


0
)

(42,432
)


0


0BALANCE, December 31, 2001

2,806,519


22,003,302


396,750



0


22,003,302Net income

0


569,108


0



0


569,108Partnership distributions

0


(1,336,367
)

0



0


(1,336,367
)Class B conversion elections

8,949


0


(8,949
)


0


0BALANCE, June 30, 2002 (unaudited)

2,815,468

$
21,236,043


387,801


$
0

$
21,236,043





The accompanying notes are an integral part of these statements.







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WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





STATEMENTS OF CASH FLOWS





(unaudited)Six Months EndedJune 30, 2002


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

$
569,108


$
603,544Adjustments to reconcile net income to net cash used in operating activities:Equity in income of joint ventures


(617,024
)


(647,634
)Changes in assets and liabilities:Prepaid expenses and other assets






(20
)Accounts payable


(4,143
)


(8,011
)Net cash used in operating activities


(52,059
)


(52,121
)CASH FLOWS FROM INVESTING ACTIVITIES:Distributions received from joint ventures


1,445,436



1,221,244CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to partners from accumulated earnings


(1,351,835
)


(1,185,355
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


41,542



(16,232
)CASH AND CASH EQUIVALENTS, beginning of year


28,901



18,722CASH AND CASH EQUIVALENTS, end of period

$
70,443


$
2,490








The accompanying notes are an
integral part of these statements.




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WELLS REAL ESTATE FUND VIII, L.P.


(A Georgia Public Limited Partnership)





CONDENSED NOTES TO FINANCIAL STATEMENTS





June 30, 2002


(Unaudited)





1.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





(a)  Organization and Business





Wells Real Estate Fund VIII, L.P. (the Partnership) is a Georgia public limited partnership with Leo Wells III and Wells
Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as the General Partners. The Partnership was formed on August 15, 1994, for the purpose of acquiring, developing, owning, operating, improving, leasing,
and otherwise managing income-producing commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. Limited partners have the right to change their prior elections to
have some or all of their units treated as Class A units or Class B units one time during each quarterly accounting period. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b)
change the business purpose or investment objectives of the Partnership, and (c) remove a general partner. A majority vote on any of the above described matters will bind the Partnership, without the concurrence of the general partners. Each limited
partnership unit has equal voting rights, regardless of class.





On January 6, 1995, the Partnership commenced a
public offering of up to $35,000,000 of Class A or Class B limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations on February 24, 1995 upon
receiving and accepting subscriptions for 125,000 units. The Partnership terminated this offering on January 4, 1996 upon receiving gross proceeds of $32,042,689, representing subscriptions for approximately 2,613,534 Class A units and 590,735 Class
B units held by 1,939 and 302 limited partners, respectively. In March 1997, the Partnership repurchased 1,000 limited partners units.





The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of June 30, 2002, the Partnership owned interests in the following 8 properties through the
affiliated joint ventures listed below:





Joint Venture

Joint Venture Partners

PropertiesFund VI-VII-VIII Associates

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

1.     BellSouth Building A four-story office building located in Jacksonville, Florida 2.     Tanglewood Commons A retail center in Clemmons, North Carolina




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Fund VII-Fund VIII Associates

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

3.      Hannover Center A retail center located in Stockbridge, Georgia 4.      CH2M Hill at Gainesville Property An office building located in Gainesville,
FloridaFund VIII-Fund IX Associates

     Wells Real Estate Fund VIII, L.P.      Wells Real Estate Fund IX, L.P.

5.      US Cellular Building A four-story office building located in Madison, Wisconsin 6.      AT&T-TX Building A one-story office building located in Boulder County,
Colorado 7.      Cirrus Logic Building A two-story office building located in Boulder County, ColoradoFund VIII-IX-REIT Associates

     Fund VIII-Fund IX Associates.      Wells Operating Partnership, L.P.*

8.      Quest Building A two-story office building located in Orange County, California


|* |  | Wells Operating Partnership, L.P. is a Delaware limited partnership with Wells Real Estate Investment Trust, Inc. (Wells REIT) serving as its
general partner; Wells REIT is a Maryland corporation that qualifies as a real estateinvestment trust.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Each of the aforementioned properties was acquired on an all cash basis. For further information regarding the foregoing joint ventures and properties, refer to the report filed for the Partnership Form 10-K for the year ended
December 31, 2001.





(b)  Basis of Presentation





The financial statements of the Partnership have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes
required by generally accepted accounting principles (GAAP) for complete financial statements. The quarterly statements included herein have not been examined by independent accountants. However, in the opinion of the General Partners,
the statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature and necessary to fairly present the results for these periods. For further information, refer to the financial statements
and footnotes included in the report filed for the Partnership on Form 10-K for the year ended December 31, 2001. On June 28, 2002, Fund VI-VII-VIII Associates entered into an agreement to sell an out parcel of land at Tanglewood Commons for a gross
selling price of approximately $560,000. Pursuant to the terms of the agreement, this transaction is currently subject to a due diligence period, during which the purchaser has the right to terminate the contract. Accordingly, there are no
assurances that this sale will close.





(c)  Distributions of Net Cash From Operations





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





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




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



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




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





(d)  Impairment of Real Estate Assets





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





2.    INVESTMENTS IN JOINT VENTURES





(a)  Basis of Presentation





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





(b)  Summary of Operations





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





Total Revenues


Net Income

Partnerships Share of
Net IncomeThree Months Ended


Three Months Ended

Three Months EndedJune 30, 2002


June 30, 2001


June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund VII-Fund VIII Associates

$
193,971


$
191,891


$
32,607

$
65,093

$
20,657

$
41,236Fund VI-VII-VIII Associates


595,616



589,832



214,170


247,868


69,294


80,197Fund VIII-Fund IX Associates


613,418
*


751,518
*


390,244


433,370


213,841


237,473$
1,403,005


$
1,533,241


$
637,021

$
746,331

$
303,792

$
358,906




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Total Revenues


Net Income

Partnerships Share of
Net IncomeSix Months Ended


Six Months Ended

Six Months EndedJune 30, 2002


June 30, 2001


June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund VII-Fund VIII Associates

$
388,175


$
383,535


$
81,484

$
126,855

$
51,619

$
80,361Fund VI-VII-VIII Associates


1,208,213



1,173,864



449,381


394,890


145,396


127,765Fund VIII-Fund IX Associates


1,238,924
*


1,465,949
*


766,487


802,069


420,009


439,508$
2,835,312


$
3,023,348


$
1,297,352

$
1,323,814

$
617,024

$
647,634


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|* |  | The Partnerships share of income earned from its investment in Fund VIII-IX-REIT Associates is recorded by Fund VIII-
|- |  | ----------------------------------------------------------------------------------------------------------------------

| |  | IX Associates as equity in income of joint ventures, which is classified as revenue
| |  | -----------------------------------------------------------------------------------




Total Revenues

Net Income

Partnerships Share of
Net IncomeThree Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002


June 30, 2001Fund VIII-IX-REIT Associates

$
302,623

$
313,539

$
147,999

$
155,320

$
68,287
*

$
71,665
*Total Revenues

Net Income

Partnerships Share of Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002


June 30, 2001Fund VIII-IX-REIT Associates

$
605,557

$
580,924

$
308,694

$
260,352

$
142,431
*

$
120,126
*


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|* |  | The Partnerships share of income earned from its investment in Fund VIII-IX-REIT Associates is recorded by Fund VIII-IX Associates as equity in income of
joint ventures, which is classified as revenue
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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





Total Revenues

Net Income

Partnerships Share of
Net IncomeThree Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001US Cellular Building

$
324,537

$
320,519

$
106,755

$
133,600

$
58,502

$
73,213Cirrus Logic Building


173,158


184,539


96,640


106,290


52,959


58,247$
497,695

$
505,058

$
203,395

$
239,890

$
111,461

$
131,460Total Revenues

Net Income

Partnerships Share of Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001US Cellular Building

$
649,074

$
641,034

$
189,587

$
257,674

$
103,894

$
141,205Cirrus Logic Building


357,697


369,078


193,053


212,301


105,793


116,341$
1,006,771

$
1,010,112

$
382,640

$
469,975

$
209,687

$
257,546




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Item 2.    
Managements Discussion and Analysis of Financial Conditions and Results of Operations





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





(a)  Forward-Looking Statements





This report
contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated
capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to limited partners in the future and certain other matters. Readers of this Report should be aware that there are various
factors that may cause actual results to differ materially from any forward-looking statements made in this report including construction costs which may exceed estimates, construction delays, lease-up risks, inability to obtain new tenants upon
expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.





(b)  Results of Operations





Gross Revenues





Gross revenues of the Partnership decreased to $618,100 for the six months ended June 30, 2002 from $649,785 for the six months ended June
30, 2001 as a result of recognizing (i) significant adjustments related to 2001 common area maintenance reimbursements to tenants of the CH2M Hill and US Cellular buildings during the second quarter of 2002, (ii) receivables due from tenants at
Hannover Center that were written off during the first quarter of 2002 and (iii) an increase in HVAC supplies expense at the BellSouth Building during the second quarter of 2002. Tenants are billed for common area maintenance reimbursements at
estimated amounts, which are reconciled as tenants are billed (credited) for the net annual under (over) billings in the followings year.





Expenses





Expenses of the Partnership increased to $48,992 for the six months
ended June 30, 2002 from $46,241 for the six months ended June 30, 2001 primarily due to increases in legal and accounting fees. Expenses for the three months ended June 30, 2002 decreased to $23,110 from $29,473 for the three months ended June 30,
2001 largely due to a decrease in partnership administration expenses. Both of the aforementioned variances resulted from a change in the timing of services rendered in 2002 compared to 2001.





As a result of the decrease in revenues during the second quarter 2002 and the increase in expense, net income decreased to $569,108 for the six months ended June 30,
2002 from $603,544 for the six months ended June 30, 2001.





Distributions





The Partnership declared cash distributions of investment income and a return of capital to limited partners holding Class A Units of
$0.46 per unit for the six months ended June 30, 2002 and $0.45 per unit for the same period in 2001. The General Partners anticipate that distributions per unit to the Class A limited partners will continue in 2002 at a level at least comparable
with 2001 cash distributions on an annual basis. No cash distributions were made to Limited Partners holding Class B Units.





(c)  Liquidity and Capital Resources





Net cash used in operating activities
remained relatively constant at $52,059 for the six months ended June 30, 2002 compared to $52,121 for the six months ended June 30, 2001. Net cash provided by investing activities increased to $1,445,436 for the six months ended June 30, 2002 from
$1,221,244 for the same period in 2002 due to the corresponding increase in income generated from joint




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ventures for the first quarter of 2002 compared to the same period in 2001 (specifically related to the
increases in income generated from the BellSouth Building and the Quest Building described in the previous section); the Partnership receives distributions based on the cash generated from joint ventures during each immediately preceding quarterly
accounting period. Net cash used in financing activities increased to $1,351,835 for the six months ended June 30, 2002 from $1,185,355 for the same period in 2001 primarily due to the increase in cash available for distributions resulting from the
increase in cash flows provided by investing activities described above.





The Partnership expects to continue to
meet its short-term liquidity requirements and budget demands generally through net cash provided by operations, which the Partnership believes will continue to be adequate to meet both operating requirements and provide for distributions to the
limited partners. While there is no assurance, the Partnership anticipates that distributions will continue to be paid on a quarterly basis in 2002 from such sources at a level at least consistent with 2001. The Partnership is unaware of any known
demands, commitments, events or capital expenditures, which are required for the normal operations of its properties that will result in changes to the Partnerships liquidity in any material way.





(d)  Inflation





The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. There are provisions in the majority of tenant leases executed by the Partnership to protect
the Partnership from the impact of inflation. Most leases contain provisions for common area maintenance, real estate tax and insurance reimbursements from tenants either on a per square foot basis, or above a certain allowance per square foot
annually. These provisions should reduce the Partnerships exposure to increases in costs and operating expenses resulting from inflation. In addition, a number of the Partnerships leases are for remaining terms of less than five years,
which may allow the Partnership to enter into new leases at higher base rental rates in the event that market rental rates rise above the existing lease rates. There is no assurance, however, that the Partnership would be able to replace existing
leases with new leases at higher base rental rates.





(e)  Critical Accounting Policies





The Partnerships accounting policies have been established and conformed to in accordance with accounting principles generally
accepted in the United States (GAAP). The preparation of financial statements in conformity with GAAP requires management to use judgments in the application of accounting policies, including making estimates and assumptions. These
judgments may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements presented and the reported amounts of revenues and expenses during the respective
reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied; thus, resulting in a different
presentation of our financial statements.





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





Straight-Lined Rental Revenues





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




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Operating Cost Reimbursements





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





Real Estate





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





(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)







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PART II.    
OTHER INFORMATION





ITEM 6(b)





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





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.





WELLS REAL ESTATE FUND VIII, L.P. (Registrant)Dated: August 12, 2002



By:

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








Dated: August 12, 2002



By:

/s/    DOUGLAS P.
WILLIAMSAs Chief Financial Officer




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##### Table of Contents




EXHIBIT INDEX


TO


SECOND QUARTER FORM
10-Q


OF


WELLS REAL ESTATE FUND VIII, L.P.





Exhibit No.

Description99.1

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

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




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