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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(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, 2007 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)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58-2126618                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                                   |  |               
|-------------------------------------------------- |  | --------------
|                                                   | 
|6200 The Corners Pkwy., Norcross, Georgia          |  | 30092-3365    
|(Address of principal executive offices)           |  | (Zip Code)    
|                                                   | 
|Registrants telephone number, including area code |  | (770) 449-7800

N/A

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

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

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

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund VIII, L.P. (the Partnership or the Registrant) other than
historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about
our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are
not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will, expect,
intend, anticipate, estimate, believe, continue, or other similar words. Specifically, we consider, among others, statements concerning future operating results and cash flows, our ability
to meet future obligations, and the amount and timing of any future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date this report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to
publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking
statements are subject to unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are
difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide
distributions to partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A. in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of some
of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.



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WELLS REAL ESTATE FUND VIII, L.P.



TABLE OF CONTENTS



|         |  |                       |  |                                                                                                                         |  |         
|-------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                       |  |                                                                                                                         |  | Page No.
|         |  |                      
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements:                                                                                                   |  |         
|         |  |                       | 
|         |  |                       |  | Balance Sheets  June 30, 2007 (unaudited) and December 31, 2006                                                        |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months and Six Months Ended June 30, 2007 (unaudited) and 2006 (unaudited)       |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2006 and the Six Months Ended June 30, 2007 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Six Months Ended June 30, 2007 (unaudited) and 2006 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                     |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 17      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                              |  | 23      
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                 |  | 23      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                        
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                       |  | 24      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                            |  | 24      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                             |  | 24      
|         |  |                       | 
|         |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                         |  | 24      
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                     |  | 24      
|         |  |                       | 
|         |  | Item 5.               |  | Other Information                                                                                                       |  | 24      
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                |  | 24      



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|PART I. | FINANCIAL INFORMATION
|------- | ---------------------



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

The information furnished in the
Partnerships accompanying balance sheets and consolidated statements of operations, partners capital, and cash flows reflects all adjustments that are, in managements opinion, necessary for a fair and consistent presentation of the
aforementioned financial statements.

The accompanying financial statements should be read in conjunction with the notes to the Partnerships
financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included both in this report on Form 10-Q and in the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006. The Partnerships results of operations for the three months and six months ended June 30, 2007 are not necessarily indicative of the operating results expected for the full year.



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WELLS REAL ESTATE FUND VIII, L.P.



BALANCE SHEETS

ASSETS



|                             |  |                           |           |                   |   |          
|---------------------------- |  | ------------------------- | --------- | ----------------- | - | ---------
|                             |  | (Unaudited) June 30, 2007 |           | December 31, 2006
|Investment in joint ventures |  | $                         | 8,723,596 |                   | $ | 9,009,067
|Cash and cash equivalents    |  |                           | 803,949   |                   |   | 797,590  
|Due from joint ventures      |  |                           | 84,045    |                   |   | 11,881   
|Other assets                 |  |                           | 7,256     |                   |   | 5,651    
|                             |  |                           |           |                   |   |          
|Total assets                 |  | $                         | 9,618,846 |                   | $ | 9,824,189
|                             |  |                           |           |                   |   |          

LIABILITIES AND PARTNERS CAPITAL



|                                                 |  |   |           |  |   |          
|------------------------------------------------ |  | - | --------- |  | - | ---------
|LIABILITIES:                                     |  |   |           |  |   |          
|Accounts payable and accrued expenses            |  | $ | 22,773    |  | $ | 74,553   
|Due to affiliates                                |  |   | 9,555     |  |   | 7,938    
|Partnership distributions payable                |  |   | 135,427   |  |   | 150,840  
|                                                 |  |   |           |  |   |          
|Total liabilities                                |  |   | 167,755   |  |   | 233,331  
|                                                 |  |  
|PARTNERS CAPITAL:                               |  |   |           |  |   |          
|Limited partners:                                |  |   |           |  |   |          
|Class A  2,952,679 units issued and outstanding |  |   | 8,929,887 |  |   | 8,884,331
|Class B  250,590 units issued and outstanding   |  |   | 520,626   |  |   | 704,268  
|General partners                                 |  |   | 578       |  |   | 2,259    
|                                                 |  |   |           |  |   |          
|Total partners capital                          |  |   | 9,451,091 |  |   | 9,590,858
|                                                 |  |   |           |  |   |          
|Total liabilities and partners capital          |  | $ | 9,618,846 |  | $ | 9,824,189
|                                                 |  |   |           |  |   |          

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF OPERATIONS



|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|------------------------------------------------------------ |  | --------------------------------------- | --------- | ------------------------------------- | ---- | - | --------- |  | - | --------- | - |  | - | ---------
|                                                             |  | (Unaudited) Three Months Ended June 30, |           | (Unaudited) Six Months Ended June 30,
|                                                             |  | 2007                                    |           |                                       | 2006 |   | 2007      |  |   | 2006     
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                                       | 78,321    |                                       |      | $ | 2,583,408 |  | $ | 210,347   |   |  | $ | 3,039,100
|                                                             |  |                                         |           |                                      
|EXPENSES:                                                    |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|General and administrative                                   |  |                                         | 52,129    |                                       |      |   | 53,793    |  |   | 101,702   |   |  |   | 117,265  
|                                                             |  |                                         |           |                                      
|INTEREST AND OTHER INCOME                                    |  |                                         | 9,314     |                                       |      |   | 60,609    |  |   | 22,443    |   |  |   | 114,950  
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|NET INCOME                                                   |  | $                                       | 35,506    |                                       |      | $ | 2,590,224 |  | $ | 131,088   |   |  | $ | 3,036,785
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|                                                             |  |                                         |           |                                      
|NET INCOME (LOSS) ALLOCATED TO:                              |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS A LIMITED PARTNERS                                     |  | $                                       | 140,939   |                                       |      | $ | 1,696,759 |  | $ | 316,411   |   |  | $ | 2,277,235
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS B LIMITED PARTNERS                                     |  | $                                       | (104,434  | )                                     |      | $ | 891,730   |  | $ | (183,642  | ) |  | $ | 756,048  
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|GENERAL PARTNERS                                             |  | $                                       | (999      | )                                     |      | $ | 1,735     |  | $ | (1,681    | ) |  | $ | 3,502    
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|                                                             |  |                                         |           |                                      
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS A                                                      |  |                                         | $ 0.05    |                                       |      |   | $0.57     |  |   | $ 0.11    |   |  |   | $0.77    
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS B                                                      |  |                                         | $(0.42    | )                                     |      |   | $3.55     |  |   | $(0.73    | ) |  |   | $3.00    
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|                                                             |  |                                         |           |                                      
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS A                                                      |  |                                         | 2,952,679 |                                       |      |   | 2,951,979 |  |   | 2,952,679 |   |  |   | 2,951,629
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          
|CLASS B                                                      |  |                                         | 250,590   |                                       |      |   | 251,290   |  |   | 250,590   |   |  |   | 251,640  
|                                                             |  |                                         |           |                                       |      |   |           |  |   |           |   |  |   |          

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2006

AND THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)



|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |        |   |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------ | ---------------- | - | ----- | ----------------------- | - | ------ | - | -------- | - |  | - | ------ | - |  | - | ---------- | -
|                                                                                                                     |  | Limited Partners |  |        | General Partners |   |       | Total Partners Capital |  
|                                                                                                                     |  | Class A          |  |        | Class B          |   |       |                        
|                                                                                                                     |  | Units            |  | Amount |                  |   | Units |                         |   | Amount |   |          |  
|BALANCE, December 31, 2005                                                                                           |  | 2,950,600        |  | $      | 15,061,403       |   |       | 252,669                 |   |        | $ | 931,016  |   |  | $ | 0      |   |  | $ | 15,992,419 |  
|                                                                                                                     |  |                  |  |        |                  |  
|Class B conversion elections                                                                                         |  | 2,079            |  |        | 8,493            |   |       | (2,079                  | ) |        |   | (8,493   | ) |  |   | 0      |   |  |   | 0          |  
|Net income                                                                                                           |  | 0                |  |        | 2,713,239        |   |       | 0                       |   |        |   | 525,662  |   |  |   | 2,259  |   |  |   | 3,241,160  |  
|Distributions of operating cash flow($0.29 per weighted-average Class A Unit)                                        |  | 0                |  |        | (842,720         | ) |       | 0                       |   |        |   | 0        |   |  |   | 0      |   |  |   | (842,720   | )
|Distributions of net sale proceeds($2.73 and $2.96 per weighted-average Class A Unit and Class B Unit,
respectively) |  | 0                |  |        | (8,056,084       | ) |       | 0                       |   |        |   | (743,917 | ) |  |   | 0      |   |  |   | (8,800,001 | )
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |        |   |  |   |            |  
|BALANCE, December 31, 2006                                                                                           |  | 2,952,679        |  |        | 8,884,331        |   |       | 250,590                 |   |        |   | 704,268  |   |  |   | 2,259  |   |  |   | 9,590,858  |  
|                                                                                                                     |  |                  |  |        |                  |  
|Net income (loss)                                                                                                    |  | 0                |  |        | 316,411          |   |       | 0                       |   |        |   | (183,642 | ) |  |   | (1,681 | ) |  |   | 131,088    |  
|Distributions of operating cash flow($0.09 per weighted-average Class A Unit)                                        |  | 0                |  |        | (270,855         | ) |       | 0                       |   |        |   | 0        |   |  |   | 0      |   |  |   | (270,855   | )
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |        |   |  |   |            |  
|BALANCE, June 30, 2007                                                                                               |  | 2,952,679        |  | $      | 8,929,887        |   |       | 250,590                 |   |        | $ | 520,626  |   |  | $ | 578    |   |  | $ | 9,451,091  |  
|                                                                                                                     |  |                  |  |        |                  |   |       |                         |   |        |   |          |   |  |   |        |   |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                  |  |                                       |          |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ------------------------------------- | -------- | - | ---- | - | ---------- | -
|                                                                                  |  | (Unaudited) Six Months Ended June 30, |         
|                                                                                  |  | 2007                                  |          |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                       |          |   |      |   |            |  
|Net income                                                                        |  | $                                     | 131,088  |   |      | $ | 3,036,785  |  
|Operating distributions received from joint ventures                              |  |                                       | 186,112  |   |      |   | 519,463    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                       |          |   |      |   |            |  
|Equity in income of joint ventures                                                |  |                                       | (210,347 | ) |      |   | (3,039,100 | )
|Changes in assets and liabilities:                                                |  |                                       |          |   |      |   |            |  
|Increase in other assets                                                          |  |                                       | (1,605   | ) |      |   | (25,329    | )
|Decrease in accounts payable and accrued expenses                                 |  |                                       | (51,780  | ) |      |   | (24,349    | )
|Increase (decrease) in due to affiliates                                          |  |                                       | 1,617    |   |      |   | (4,306     | )
|                                                                                  |  |                                       |          |   |      |   |            |  
|Net cash provided by operating activities                                         |  |                                       | 55,085   |   |      |   | 463,164    |  
|                                                                                  |  |                                      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                       |          |   |      |   |            |  
|Investment in joint ventures                                                      |  |                                       | 0        |   |      |   | (153,684   | )
|Net sale proceeds received from joint ventures                                    |  |                                       | 237,542  |   |      |   | 4,178,003  |  
|                                                                                  |  |                                       |          |   |      |   |            |  
|Net cash provided by investing activities                                         |  |                                       | 237,542  |   |      |   | 4,024,319  |  
|                                                                                  |  |                                      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                       |          |   |      |   |            |  
|Operating distributions paid to limited partners                                  |  |                                       | (286,268 | ) |      |   | (443,369   | )
|Net sale proceeds distributions paid to limited partners                          |  |                                       | 0        |   |      |   | (3,800,003 | )
|                                                                                  |  |                                       |          |   |      |   |            |  
|Net cash used in investing activities                                             |  |                                       | (286,268 | ) |      |   | (4,243,372 | )
|                                                                                  |  |                                       |          |   |      |   |            |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                       | 6,359    |   |      |   | 244,111    |  
|                                                                                  |  |                                      
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                                       | 797,590  |   |      |   | 5,528,409  |  
|                                                                                  |  |                                       |          |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                                     | 803,949  |   |      | $ | 5,772,520  |  
|                                                                                  |  |                                       |          |   |      |   |            |  
|                                                                                  |  |                                      
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                       |          |   |      |   |            |  
|Partnership distributions payable                                                 |  | $                                     | 135,427  |   |      | $ | 240,810    |  
|                                                                                  |  |                                       |          |   |      |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007 (unaudited)



|1. | ORGANIZATION AND BUSINESS
|-- | -------------------------

Wells Real Estate Fund VIII, L.P.
(the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as its general partners (collectively,
General Partners). Wells Capital, Inc. (Wells Capital) serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. (WREF). Leo F. Wells,
III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. 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. Upon subscription, limited partners elected to have their units treated as Class A Units or 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) add or remove a general partner. A majority vote on any of the above-described matters will bind the Partnership, without the
concurrence of the General Partners. Each limited partnership unit has equal voting rights, regardless of class.

On January 6, 1995, the Partnership
commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units ($10 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933. The Partnership commenced active
operations upon receiving and accepting subscriptions for 125,000 units on February 24, 1995. The offering was terminated on January 4, 1996, at which time the Partnership had sold approximately 2,613,534 Class A Units and 590,735
Class B Units representing capital contributions of $32,042,689.

The Partnership owns indirect interests in all of its real estate assets through joint
ventures with other entities affiliated with the General Partners and Wells Operating Partnership, L.P. (Wells OP). Wells OP 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 estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures (the Joint Ventures) and
properties:



|                                                                           |  |                                                                                                             |  |                                                                                                                                                                                         
|-------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                              |  | Joint Venture Partners                                                                                      |  | Properties                                                                                                                                                                              
|Fund VI, Fund VII and Fund VIII Associates (Fund VI-VII-VIII Associates) |  |   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.   Wells Real Estate Fund VIII, L.P. |  | 1. BellSouth Building(1) A four-story office building located in Jacksonville,
Florida 2. Tanglewood Commons(2) A retail center in Clemmons, North Carolina, and four outparcels of
land
|Fund VII and Fund VIII Associates (Fund VII-VIII Associates)(3)          |  |   Wells Real Estate Fund VII, L.P.
  Wells Real Estate Fund VIII, L.P.                                    |  | No properties owned during the periods presented.                                                                                                                                       



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|                                                                    |  |                                                                         |  |                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joint Venture                                                       |  | Joint Venture Partners                                                  |  | Properties                                                                                                                                                                                                                                                                                                    
|Fund VIII and Fund IX Associates (Fund VIII-IX Associates)        |  |   Wells Real Estate Fund VIII, L.P.
  Wells Real Estate Fund IX, L.P. |  | 3. US Cellular Building A four-story office building located in Madison, Wisconsin  4. 14079 Senlac Drive (formerly known as the AT&T  Texas Building) A one-story office building located in Farmers Branch, Texas  5. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado
|Fund VIII-IX-REIT Joint Venture (Fund VIII-IX-REIT Associates)(3) |  |   Fund VIII-IX Associates   Wells Operating Partnership, L.P.         |  | No properties owned during the periods presented.                                                                                                                                                                                                                                                             



| | (1) | This property was sold in May 2006.
| | --- | -----------------------------------



| | (2) | One outparcel of land was sold in October 2002; the shopping center and one
outparcel of land was sold in April 2005; a portion of an outparcel of land was condemned by the North Carolina Department of Transportation in October 2005; and the two remaining outparcels of land were sold in January 2007.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | These joint ventures were liquidated in 2007.
| | --- | ---------------------------------------------

Wells Real Estate Fund VI, L.P., Wells Real Estate Fund VII, L.P., and Wells Real Estate Fund IX, L.P. are affiliated with
the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the Partnerships Annual Report
on Form 10-K for the year ended December 31, 2006.

On May 15, 2006, Fund VI-VII-VIII Associates and another Wells-affiliated joint venture sold
the BellSouth Building and a second office property owned by the other Wells-affiliated joint venture to an unaffiliated third party for an aggregate gross sales price of $24,000,000, less agreed-upon credits of approximately $228,000. As a result
of the sale, the Partnership received net sale proceeds of approximately $4,157,000 and was allocated a gain of approximately $2,176,000.

On
January 31, 2007, Fund VI-VII-VIII Associates sold the two remaining outparcels of land at Tanglewood Commons to Wells Management Company, Inc. (Wells Management), an affiliate of our General Partners, for a gross sale price of
$750,000 after seeking the consent of the limited partners to the transaction. As a result of the sale, the Partnership received net sale proceeds of approximately $238,000 and was allocated a gain of approximately $28,000.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Basis of
Presentation

The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange
Commission (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted
accounting principles (GAAP) for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and
necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further



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##### Table of Contents

information, refer to the financial statements and footnotes included in the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2006.

Investment in Joint Ventures

The Partnership has evaluated the Joint Ventures and concluded that none are variable interest entities under the provisions of Financial Accounting Standards Board Interpretation (FIN) No. 46(R), Consolidation of
Variable Interest Entities, which supersedes FIN No. 46 and is an interpretation of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements. The Partnership does not have control over the
operations of the Joint Ventures; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint
Ventures, or their real property investments. Accordingly, upon applying the provisions of Statement of Financial Accounting Standard (SFAS) No. 94, Consolidation of All Majority-Owned Subsidiaries, ARB No. 51, and
Statement of Position (SOP) No. 78-9, Accounting for Investments In Real Estate Ventures, the Partnership accounts for its investments in the Joint Ventures 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. Pursuant to the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint
venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Other Assets

As of June 30,
2007 and December 31, 2006, other assets is comprised of the following items:



|                            |  |              |       |                  |   |      
|--------------------------- |  | ------------ | ----- | ---------------- | - | -----
|                            |  | June 30,2007 |       | December 31,2006
|Interest income receivable  |  | $            | 3,540 |                  | $ | 3,595
|Insurance refund receivable |  |              | 3,716 |                  |   | 2,056
|                            |  |              |       |                  |   |      
|Total                       |  | $            | 7,256 |                  | $ | 5,651
|                            |  |              |       |                  |   |      

Distributions of Net Cash from Operations

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



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



| |  |  | Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

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

Distribution of Sale Proceeds

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



| |  |  | In the event that the particular property sold is sold for a price less than its original property purchase price, to the limited partners holding Class A
Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the
limited partners holding Class B Units with respect to such property;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | To all limited partners on a per-unit basis until they have received 100% of their respective net capital contributions, as defined;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To all limited partners on a per-unit basis until they have received a cumulative 10% per annum return on their respective net capital contributions, as
defined;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To limited partners on a per-unit basis until they have received an amount equal to their respective preferential limited partners returns (defined as the sum
of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the
units were treated as Class B Units);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the General Partners until they have received 100% of their respective capital contributions; in the event that the limited partners have received aggregate cash
distributions from the Partnership over the life of their respective investments in excess of a return of their respective net capital contributions, plus the preferential limited partner return, the General Partners shall receive an additional sum
equal to 25% of such excess; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.
| | - |  | --------------------------------------------------------------------------------------------

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

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

Net loss, depreciation, and amortization deductions for each fiscal year 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 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 generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are
made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored
to zero; and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess
of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.



Reclassifications

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

Recent Accounting Pronouncements

In June 2007, the American Institute of Certified Public Accountants (AICPA) issued SOP 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies
and Equity Method Investors for Investments in Investment Companies, which provides guidance for determining which entities fall within the scope of the AICPA Audit and Accounting Guide for Investment Companies and



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##### Table of Contents

requires additional disclosures for certain of those entities. SOP 07-1 will be effective for the Partnership beginning January 1, 2008. The Partnership
is currently in the process of evaluating the provisions of SOP 07-1 and related impact on its financial statements and accompanying notes.

In February
2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities.SFAS No. 159permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized
gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 will be effective for fiscal years beginning after November 15, 2007. The Partnership is currently assessing these provisions and
evaluating the financial impact of SFAS No. 159 on its financial statements, however, it is not currently planning to adopt the fair value option in 2008.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures required for fair value measurements under GAAP,
including amending SFAS No. 144. SFAS No. 157 emphasizes that fair value is a market-based measurement, as opposed to an entity-specific measurement. SFAS No. 157 will be effective for the Partnership beginning January 1, 2008.
The Partnership is currently assessing these provisions and evaluating the financial impact of SFAS No. 157 on its financial statements, however, does not believe the adoption of this pronouncement will have a material impact on its financial
statements.

In July 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting
for Income Taxes, which clarifies the relevant criteria and approach for the recognition, derecognition, and measurement of uncertain tax positions. FIN No. 48 was effective for the Partnership beginning January 1, 2007. The adoption of this
pronouncement has not had a material impact on the Partnerships financial statements.



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##### Table of Contents

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

Summary of Financial Information

Condensed financial information for the joint ventures in which the Partnership held direct interests for the three months and six months ended
June 30, 2007 and 2006, respectively, is presented below:



|                            |  |                    |               |                                         |   |           |                                           |      |         |                    |      |            |      |  |   |      |  |      |           |   |  |   |         |  |   |           |  
|--------------------------- |  | ------------------ | ------------- | --------------------------------------- | - | --------- | ----------------------------------------- | ---- | ------- | ------------------ | ---- | ---------- | ---- |  | - | ---- |  | ---- | --------- | - |  | - | ------- |  | - | --------- | -
|                            |  | Total Revenues     |               | Income (Loss) FromContinuing Operations |   |           | Income (Loss) FromDiscontinued Operations |      |         | Net Income (Loss)  |     
|                            |  | Three Months Ended |               | Three Months Ended                      |   |           | Three Months Ended                        |      |         | Three Months Ended |     
|                            |  | June 30,           |               | June 30,                                |   |           | June 30,                                  |      |         | June 30,           |     
|                            |  | 2007               |               | 2006                                    |   | 2007      |                                           | 2006 |         |                    | 2007 |            | 2006 |  |   | 2007 |  | 2006 |          
|Fund VI-VII-VIII Associates |  |                    | $           0 |                                         | $ | 0         |                                           | $    | 0       |                    |      | $   (9,424 | )    |  |   | $0   |  | $    | 6,800,734 |   |  | $ | 0       |  | $ | 6,791,310 |  
|Fund VII-VIII Associates    |  |                    | 0             |                                         |   | 0         |                                           |      | 0       |                    |      | 1,731      |      |  |   | 0    |  |      | (4,872    | ) |  |   | 0       |  |   | (3,141    | )
|Fund VIII-IX Associates     |  |                    | 585,756       |                                         |   | 1,141,871 |                                           |      | 142,930 |                    |      | 708,250    |      |  |   | 0    |  |      | 0         |   |  |   | 142,930 |  |   | 708,250   |  
|                            |  |                    |               |                                         |   |           |                                           |      |         |                    |      |            |      |  |   |      |  |      |           |   |  |   |         |  |   |           |  
|                            |  |                    | $585,756      |                                         | $ | 1,141,871 |                                           | $    | 142,930 |                    |      | $700,557   |      |  |   | $0   |  | $    | 6,795,862 |   |  | $ | 142,930 |  | $ | 7,496,419 |  
|                            |  |                    |               |                                         |   |           |                                           |      |         |                    |      |            |      |  |   |      |  |      |           |   |  |   |         |  |   |           |  
|                            |  |                    |               |                                        
|                            |  | Total Revenues     |               | Income (Loss) FromContinuing Operations |   |           | Income (Loss) FromDiscontinued Operations |      |         | Net Income (Loss)  |     
|                            |  | Six Months Ended   |               | Six Months Ended                        |   |           | Six Months Ended                          |      |         | Six Months Ended   |     
|                            |  | June 30,           |               | June 30,                                |   |           | June 30,                                  |      |         | June 30,           |     
|                            |  | 2007               |               | 2006                                    |   | 2007      |                                           | 2006 |         |                    | 2007 |            | 2006 |  |   | 2007 |  | 2006 |          
|Fund VI-VII-VIII Associates |  | $                  | 0             |                                         | $ | 0         |                                           | $    | 101,396 |                    | $    | (18,128    | )    |  | $ | 925  |  | $    | 6,984,963 |   |  | $ | 102,321 |  | $ | 6,966,835 |  
|Fund VII-VIII Associates    |  |                    | 0             |                                         |   | 0         |                                           |      | 0       |                    |      | (2,767     | )    |  |   | 0    |  |      | (5,258    | ) |  |   | 0       |  |   | (8,025    | )
|Fund VIII-IX Associates     |  |                    | 1,190,657     |                                         |   | 2,310,249 |                                           |      | 323,452 |                    |      | 1,441,864  |      |  |   | 0    |  |      | 0         |   |  |   | 323,452 |  |   | 1,441,864 |  
|                            |  |                    |               |                                         |   |           |                                           |      |         |                    |      |            |      |  |   |      |  |      |           |   |  |   |         |  |   |           |  
|                            |  | $                  | 1,190,657     |                                         | $ | 2,310,249 |                                           | $    | 424,848 |                    | $    | 1,420,969  |      |  | $ | 925  |  | $    | 6,979,705 |   |  | $ | 425,773 |  | $ | 8,400,674 |  
|                            |  |                    |               |                                         |   |           |                                           |      |         |                    |      |            |      |  |   |      |  |      |           |   |  |   |         |  |   |           |  

Condensed financial information for the joint venture in which Fund VIII-IX Associates held an equity interest for
the three months and six months ended June 30, 2007 and 2006, respectively, is presented below:



|                             |  |                    |  |                                 |  |                                    |  |                    |  |      |  |      |  |      |  |         
|---------------------------- |  | ------------------ |  | ------------------------------- |  | ---------------------------------- |  | ------------------ |  | ---- |  | ---- |  | ---- |  | --------
|                             |  | Total Revenues     |  | Loss FromContinuing Operations  |  | Income FromDiscontinued Operations |  | Net Loss          
|                             |  | Three Months Ended |  | Three Months Ended              |  | Three Months Ended                 |  | Three Months Ended
|                             |  | June 30,           |  | June 30,                        |  | June 30,                           |  | June 30,          
|                             |  | 2007               |  | 2006                            |  | 2007                               |  | 2006               |  | 2007 |  | 2006 |  | 2007 |  | 2006    
|Fund VIII-IX-REIT Associates |  | $0                 |  | $400                            |  | $0                                 |  | $(3,573)           |  | $0   |  | $937 |  | $0   |  | $(2,636)
|                             |  |                    |  |                                 |  |                                    |  |                    |  |      |  |      |  |      |  |         
|                             |  |                    |  |                                
|                             |  | Total Revenues     |  | Loss From Continuing Operations |  | Income FromDiscontinued Operations |  | Net Loss          
|                             |  | Six Months Ended   |  | Six Months Ended                |  | Six Months Ended                   |  | Six Months Ended  
|                             |  | June 30,           |  | June 30,                        |  | June 30,                           |  | June 30,          
|                             |  | 2007               |  | 2006                            |  | 2007                               |  | 2006               |  | 2007 |  | 2006 |  | 2007 |  | 2006    
|Fund VIII-IX-REIT Associates |  | $0                 |  | $1,237                          |  | $0                                 |  | $(7,972)           |  | $0   |  | $937 |  | $0   |  | $(7,035)
|                             |  |                    |  |                                 |  |                                    |  |                    |  |      |  |      |  |      |  |         



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The Partnership allocates its share of earnings generated by the properties owned by the Joint Ventures to its
Class A and Class B limited partners pursuant to the partnership agreement provisions outlined in Note 2 for net income, net loss, and gain on sale, respectively. The components of income (loss) from discontinued operations recognized by
the Joint Ventures are provided below:



|                             |  |                                |     |                                |    |       |   |                        |  |   |              |   |  |       |           |  |  |   |           |  
|---------------------------- |  | ------------------------------ | --- | ------------------------------ | -- | ----- | - | ---------------------- |  | - | ------------ | - |  | ----- | --------- |  |  | - | --------- | -
|                             |  | Six Months Ended June 30, 2007 |     | Six Months Ended June 30, 2006 |   
|                             |  | OperatingIncome                |     | Gain on Sale                   |    | Total |   | OperatingIncome (Loss) |  |   | Gain on Sale |   |  | Total |          
|Fund VI-VII-VIII Associates  |  | $                              | 925 |                                | $0 |       | $ | 925                    |  | $ | 259,781      |   |  | $     | 6,725,182 |  |  | $ | 6,984,963 |  
|Fund VII-VIII Associates     |  |                                | 0   |                                | 0  |       |   | 0                      |  |   | (5,258       | ) |  |       | 0         |  |  |   | (5,258    | )
|Fund VIII-IX Associates      |  |                                | 0   |                                | 0  |       |   | 0                      |  |   | 0            |   |  |       | 0         |  |  |   | 0         |  
|Fund VIII-IX-REIT Associates |  |                                | 0   |                                | 0  |       |   | 0                      |  |   | 937          |   |  |       | 0         |  |  |   | 937       |  
|                             |  |                                |     |                                |    |       |   |                        |  |   |              |   |  |       |           |  |  |   |           |  
|                             |  | $                              | 925 |                                | $0 |       | $ | 925                    |  | $ | 255,460      |   |  | $     | 6,725,182 |  |  | $ | 6,980,642 |  
|                             |  |                                |     |                                |    |       |   |                        |  |   |              |   |  |       |           |  |  |   |           |  

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of June 30, 2007 and December 31, 2006 represents operating cash flow generated by the Joint Ventures for the three months ended
June 30, 2007 and December 31, 2006, respectively, which is attributable to the Partnership.



|4. | RELATED-PARTY TRANSACTIONS
|-- | --------------------------

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management, an affiliate of the General Partners. In accordance with
the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnerships properties owned through the Joint Ventures, equal to (a) 3% for management services and 3% for
leasing services of the gross revenues collected monthly, 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, which is assessed periodically based on market studies, or (b) in the case of commercial properties 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. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income of joint ventures
in the accompanying statements of operations. The Partnerships share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures is $17,611 and $21,185 for the three months ended June 30, 2007 and 2006,
respectively, and $35,596 and $50,177 for the six months ended June 30, 2007 and 2006, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnerships general partners, and Wells Management perform certain administrative
services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of the amount of time
dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital and Wells Management for administrative
expenses of $22,248 and $20,845 for the three months ended June 30, 2007 and 2006, respectively, and $45,168 and $44,094 for the six months ended June 30, 2007 and 2006, respectively. As of June 30, 2007 and December 31, 2006,
the due to affiliates balances represent administrative reimbursements due to Wells Management and/or Wells Capital.



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##### Table of Contents

Economic Dependency

We have engaged Wells Capital and Wells Management to provide certain essential services for us, including supervision of the management and leasing of our properties, asset acquisition and disposition services, as well as other
administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days written notice. As a result of these relationships, we are dependent upon
Wells Capital and Wells Management.

Wells Capital and Wells Management are all owned and controlled by WREF. The operations of Wells Capital and Wells
Management represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to
meet its obligations as they become due, we might be required to find alternative service providers.

Future net income generated by WREF will be largely
dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future
acquisitions and dispositions of real estate assets by WREF-sponsored programs, as well as anticipated dividend income earned from its holdings of common stock of Wells REIT. As of June 30, 2007, the General Partners believe that WREF generates
adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and current receivables necessary to meet its current and future obligations as they become due.

Assertion of Legal Action Against Related-Parties

On March 12,
2007, a stockholder of Wells REIT filed a putative class action and derivative complaint, Washtenaw County Employees Retirement System v. Wells Real Estate Investment Trust, Inc., et al., in the United States District Court for the
District of Maryland against, among others, Wells REIT, Leo F. Wells, III, one of our general partners, Wells Capital, the corporate general partner of Wells Partners, our other general partner, Wells Management, our property manager, certain
affiliates of WREF, the directors of Wells REIT, and certain individuals who formerly served as officers and directors of Wells REIT prior to the closing of the internalization transaction on April 16, 2007. The complaint alleges, among other
things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Wells REIT internalization transaction and the related proxy statement filed with the SEC on February 26, 2007, as amended. The complaint seeks, among
other things, unspecified monetary damages and nullification of the Wells REIT internalization transaction. On April 9, 2007, the District Court denied the plaintiffs motion for an order enjoining the internalization transaction. On
April 17, 2007, the Court granted the defendants motion to transfer venue to the United States District Court for the Northern District of Georgia, and the case was docketed in the Northern District of Georgia on April 24, 2007. The
plaintiff filed an amended class action and derivative complaint on June 27, 2007. The amended complaint attempts to assert class action claims on behalf of those persons who received and were entitled to vote on the Wells REIT proxy statement
filed with the SEC on February 26, 2007 and derivative claims on behalf of Wells REIT. The defendants have until August 13, 2007 to respond. On July 9, 2007, the court denied the plaintiffs motion for expedited discovery related
to an anticipated motion for a preliminary injunction, noting that the alleged conduct could be evaluated through the normal path of litigation. Mr. Wells, Wells Capital, and Wells Management intend to vigorously defend this action.
Any financial loss incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.



|5. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

The Partnership and its General
Partners are from time to time a party to legal proceedings, which arise in the ordinary course of its business. The Partnership is not currently involved in any legal proceedings of which the outcome is reasonably possible to have a material
adverse effect on results of operations or financial condition. The Partnership is not aware of any legal proceedings contemplated by governmental authorities.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also Cautionary Note Regarding Forward-Looking Statements preceding
Part I, as well as the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the year ended December 31, 2006.

Overview

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



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

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



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

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



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

The period
during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;



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

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



| |  |  | Disposition-and-liquidation phase
| | - |  | ---------------------------------

The period during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.

Portfolio Overview

We are currently in the disposition-and-liquidation phase of our life cycle. We have now sold
five assets. Our focus on our remaining assets involves increasing the occupancy level within the portfolio and concentrating on re-leasing and marketing efforts that we believe will ultimately result in the best disposition pricing of our assets
for our limited partners.

The second quarter 2007 operating distributions to limited partners holding Class A Units remained consistent with the
level paid in the prior quarter. We anticipate that operating distributions may remain low or be reserved in the near-term as a result of funding our pro-rata share of anticipated re-leasing costs and absorbing rental abatement periods at the US
Cellular Building.

Property Summary

As we move
further into the disposition-and-liquidation phase, our attention will shift to locating suitable buyers and negotiating purchase-sale contracts that will attempt to maximize the total return to the limited partners and minimize contingencies and
our post-closing involvement with the buyer.

Information regarding the properties owned, or previously owned, by the Joint Ventures is provided below:



| |  |  | Hannover Center was sold on April 29, 2004.
| | - |  | -------------------------------------------



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##### Table of Contents

| |  |  | The 15253 Bake Parkway property was sold on December 2, 2004.
| | - |  | -------------------------------------------------------------



| |  |  | An outparcel of land at Tanglewood Commons was sold on October 7, 2002. The Tanglewood Commons shopping center and one outparcel of land was sold on
April 21, 2005. On October 12, 2005, a portion of one of the remaining outparcels of land was condemned. On January 31, 2007, the two remaining outparcels of land were sold to Wells Management, an affiliate of the General Partners,
after seeking the approval of the limited partners.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The CH2M Hill Building was sold on December 7, 2005.
| | - |  | ----------------------------------------------------



| |  |  | The BellSouth Building was sold on May 15, 2006.
| | - |  | ------------------------------------------------



| |  |  | The US Cellular Building is located in Madison, Wisconsin. During the second quarter of 2007, a lease amendment was signed with United States Cellular Operating
Company (US Cellular) that extends the lease termination date to April 2013. US Cellular occupies approximately 73% of the building. We are actively working on re-leasing the remaining vacant space.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The 14079 Senlac Drive property, located in Farmers Branch, Texas, is 100% leased through July 2011.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | The 305 Interlocken Parkway property, located in the Broomfield submarket of Denver, Colorado, is 100% leased through August 2011.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources

Overview

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

Short-Term Liquidity

We generated net operating cash flows, including distributions received from the Joint Ventures, of approximately $55,000 for the six months ended June 30, 2007.
During 2007, we used such operating distributions and cash on hand to fund operating distributions to limited partners of approximately $286,000. Operating distributions from the Joint Ventures are generally representative of rental revenues and
tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. Future operating distributions paid to limited partners will be largely dependent upon the amount of cash generated
from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs for tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures. We anticipate future operating
distributions from the Joint Ventures may decline as fund our pro-rata share of anticipated re-leasing costs and absorb rental abatement periods at the US Cellular Building. During the six months ended June 30, 2007, we also received net sale
proceeds of approximately $238,000 from the sale of the remaining two outparcels of land at Tanglewood Commons.

We believe that the cash on hand and
operating distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $168,000 as of June 30, 2007.



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Long-Term Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the Joint Ventures, and net sale proceeds generated from the selective and strategic sale of properties. Our future long-term
liquidity requirements will include, but not be limited to, funding tenant improvements, renovations, expansions, and other significant capital improvements necessary for properties owned through the Joint Ventures. We expect to continue to use
substantially all future net cash flows from operations to provide funding for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from the Joint Ventures, which are dependent upon net
operating income generated by the Joint Ventures properties, less reserves for known capital expenditures.

Capital Resources

The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties or investing in joint ventures formed
for the same purpose, and has invested all of the partners original net offering proceeds available for investment. Thus, it is unlikely that we will acquire interests in any additional properties or joint ventures. Historically, our
investment strategy has generally involved acquiring properties on an all-cash basis that are preleased to creditworthy tenants through joint ventures with affiliated partnerships.

The Joint Ventures fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying our properties
for re-leasing. As leases expire, we will work with the Joint Ventures to attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant improvements funded in connection with lease renewals require
less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive capital costs as well as rental rates. Any capital or other
expenditures not provided for by the operations of the Joint Ventures will be required to be funded by the Partnership and respective joint venture partners on a pro-rata basis.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership approximately one month following calendar quarter-ends. Our cash management policy typically includes first
utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current and prior period accumulated operating cash flows are insufficient
to fund such costs, net property sale proceeds reserves would then be utilized.



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##### Table of Contents

As of June 30, 2007, we have received, used, distributed, and held net sale proceeds allocated to the Partnership
from the sale of properties as presented below:



|                                                   |  |                   |     |  |                                       |  |                                               |            |                          |   |                                                              |  |                                                                           |  |   |            |  |   |        
|-------------------------------------------------- |  | ----------------- | --- |  | ------------------------------------- |  | --------------------------------------------- | ---------- | ------------------------ | - | ------------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | - | ---------- |  | - | -------
|                                                   |  | Net Sale Proceeds |     |  | Partnerships Approximate Ownership % |  | Net SaleProceeds Allocated to the Partnership |            | Use of Net Sale Proceeds |   | Net Sale Proceeds Distributed toPartners as of June 30, 2007 |  | Undistributed NetSale Proceeds as of June 30, 2007                       
|Property                                           |  |                   |     |  | Amount                                |  | Purpose                                       |            |                         
|Tanglewood Commons Outparcel(sold in 2002)         |  | $524,398          |     |  | 32.4%                                 |  | $                                             | 169,643    |                          | $ | 0                                                            |  |                                                                          |  | $ | 169,643    |  | $ | 0      
|Hannover Center(sold in 2004)                      |  | $1,703,431        |     |  | 63.4%                                 |  |                                               | 1,079,364  |                          |   | 0                                                            |  |                                                                          |  |   | 1,079,364  |  |   | 0      
|305 Interlocken Parkway(early termination in 2004) |  | $800,000          | (1) |  | 54.8%                                 |  |                                               | 438,374    |                          |   | 0                                                            |  |                                                                          |  |   | 438,374    |  |   | 0      
|15253 Bake Parkway(sold in 2004)                   |  | $11,892,035       |     |  | 46.1%                                 |  |                                               | 5,487,476  |                          |   | 424,857                                                      |  |   Re-leasing 15253 Bake Parkway (2004) and the CH2M Hill Building (2005) |  |   | 5,062,619  |  |   | 0      
|Tanglewood Commons shopping center(sold in 2005)   |  | $11,236,283       |     |  | 32.4%                                 |  |                                               | 3,635,454  |                          |   | 0                                                            |  |                                                                          |  |   | 3,635,454  |  |   | 0      
|Tanglewood Commons land condemnation(sold in 2005) |  | $52,050           |     |  | 32.4%                                 |  |                                               | 16,841     |                          |   | 0                                                            |  |                                                                          |  |   | 16,841     |  |   | 0      
|CH2M Hill Building(sold in 2005)                   |  | $7,935,259        |     |  | 63.4%                                 |  |                                               | 5,028,105  |                          |   | 0                                                            |  |                                                                          |  |   | 5,028,105  |  |   | 0      
|BellSouth Building(sold in 2006)                   |  | $12,846,928       |     |  | 32.4%                                 |  |                                               | 4,156,572  |                          |   | 0                                                            |  |                                                                          |  |   | 3,669,599  |  |   | 486,973
|Tanglewood Commons outparcels(sold in 2007)        |  | $734,184          |     |  | 32.4%                                 |  |                                               | 237,542    |                          |   | 0                                                            |  |                                                                          |  |   | 0          |  |   | 237,542
|                                                   |  |                   |     |  |                                       |  |                                               |            |                          |   |                                                              |  |                                                                           |  |   |            |  |   |        
|Total                                              |  |                   |     |  |                                       |  | $                                             | 20,249,371 |                          | $ | 424,857                                                      |  |                                                                           |  | $ | 19,099,999 |  | $ | 724,515
|                                                   |  |                   |     |  |                                       |  |                                               |            |                          |   |                                                              |  |                                                                           |  |   |            |  |   |        



| | (1) | Represents payment received for unamortized tenant improvements in connection
with the Cirrus Logic, Inc. lease termination.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

Upon evaluating the capital needs of the properties in which we currently hold
an interest, our General Partners have determined that net sale proceeds of approximately $725,000 will be reserved to fund our pro-rata share of anticipated re-leasing costs for the US Cellular Building.

Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $78,321 and $2,583,408 for the three months ended June 30, 2007 and 2006, respectively. The decrease is
primarily attributable to (i) a decline in operating income resulting from the sale of the BellSouth Building in May 2006, (ii) a decrease in rental income as a result of a lease restructuring for the US Cellular Building, which reduced
the square footage leased and the rental rate, and (iii) lease cancellation income earned in second quarter of 2006 at 305 Interlocken Parkway.



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##### Table of Contents

Equity in income of Joint Ventures was $210,347 and $3,039,100 for the six months ended June 30, 2007 and 2006,
respectively. The decrease is primarily attributable to (i) a decline in operating income resulting from the sale of the BellSouth Building in May 2006, (ii) a decrease in rental income as a result of a lease restructuring for the US
Cellular Building, which reduced the square footage leased and the rental rate, and (iii) lease cancellation income earned in 2006 at 305 Interlocken Parkway, partially offset by (iv) recognizing a gain on the sale of the
remaining Tanglewood Commons land outparcels in January 2007. Absent leasing activity at the US Cellular Building, we expect equity in income of Joint Ventures to remain at similar levels.

Expenses

Our total expenses were relatively stable at $52,129 for
the three months ended June 30, 2007 and $53,793 for the three months ended June 30 2006.

Our total expenses were $101,702 and $117,265 for the
six months ended June 30, 2007 and 2006, respectively. The decrease is primarily attributable to a decline in legal fees. We anticipate increases in our administrative expenses in future periods resulting from increased costs relating to
compliance with additional reporting and regulatory requirements.

Interest and Other Income

Interest and other income were $9,314 and $60,609 for the three months ended June 30, 2007 and 2006, respectively, and $22,443 and $114,950 for the six months ended
June 30, 2007 and 2006, respectively. The decreases are primarily attributable to a decrease in the average amount of net sale proceeds held during the respective periods, partially offset by an increase in the daily interest yield. Future
levels of interest income will be largely dependent upon the timing of future dispositions and net sales proceeds distributions to the limited partners.

Inflation

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There
are provisions in the majority of our tenant leases that would protect us from the impact of inflation. These provisions include rent steps, 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 our leases, the leases may not readjust their reimbursement
rates frequently enough to cover inflation.

Application of Critical Accounting Policies

Summary

Our accounting policies have been established to conform with
GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If managements judgment or interpretation of the facts
and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies
may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

Below is a
discussion of the accounting policies used by the Partnership and the Joint Ventures, which are considered critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.



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Investment in Real Estate Assets

We will be required to make subjective assessments as to the useful lives of our depreciable assets. We will consider the period of future benefit of the assets to determine the appropriate useful lives. These
assessments have a direct impact on net income. The estimated useful lives of the Joint Ventures assets by class are as follows:



|                      |  |                                       
|--------------------- |  | --------------------------------------
|Buildings             |  | 40 years                              
|Building improvements |  | 5-25 years                            
|Land improvements     |  | 20 years                              
|Tenant improvements   |  | Shorter of lease term or economic life

In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income
would be misstated.

Valuation of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through investments in the Joint Ventures may not be recoverable. When
indicators of potential impairment are present which indicate that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the carrying value of the
real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and their 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, as defined by SFAS No. 144, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of
preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no
impairment in the carrying value of any of the real estate assets held as of June 30, 2007.

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

Related-Party Transactions

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, and their affiliates, whereby we pay certain fees and expense
reimbursements to Wells Capital, Wells Management, and their affiliates for asset management; the management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration,
and incur the related expenses. See Note 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.

Potential Tax Impact on Limited Partners Holding Class B Units  American Jobs Creation Act of 2004

The
American Jobs Creation Act of 2004 added Section 470 to the Internal Revenue Code, which provides for certain limitations on the utilization of losses by investors that are attributable to leased property owned by a partnership having both
taxable and tax-exempt partners such as the Partnership. If Section 470 were deemed to apply to the Partnership, passive losses allocable to limited partners holding Class B Units could only be utilized



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##### Table of Contents

to offset passive income generated from the same property or potentially from properties owned by the same partnership. In March 2005, the Internal Revenue
Service (IRS) announced that it would not apply Section 470 to partnerships for the taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners. In December 2005, the IRS extended the
period for transitional relief through the 2005 tax year, and in December 2006, the IRS again extended the period for transitional relief through all tax years beginning prior to January 1, 2007. In addition, pursuant to Section 403(ff) of
the Gulf Opportunity Zone Act of 2005, the effective date provisions regarding the applicability of Section 470 were amended to provide that, in the case of leased property treated as tax-exempt use property by reason of its being owned by a
partnership having both taxable and tax-exempt partners, Section 470 will apply only to property acquired after March 12, 2004. Since the Partnership acquired all of its properties prior to March 12, 2004, and is not expected to
acquire interests in any additional properties in the future, we do not believe that the provisions of Section 470 should apply to limit the utilization of losses attributable to the properties owned by the Partnership; however, due to the
uncertainties and lack of guidance relating to this provision, it is unclear as to whether the acquisition of a limited partnership interest in the Partnership after the March 12, 2004 effective date may be deemed to be an acquisition of
property within the meaning of the effective date provisions of Section 470.



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

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



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

We carried out an evaluation, under the
supervision and with the participation of management of Wells Capital, the corporate general partner of Wells Partners, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the
design and operation of the Partnerships disclosure controls and procedures as defined in rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal
Executive Officer and the Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance
that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including
providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer of Wells
Capital, as appropriate, to allow timely decisions regarding required disclosure.

There were no significant changes in our internal control over financial
reporting during the quarter ended June 30, 2007 that have materially affected, or are likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

|PART II. | OTHER INFORMATION
|-------- | -----------------



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are from time to time a party to legal
proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in managements judgment based on information currently available, have a material adverse effect on
our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended June 30, 2007, requiring disclosure under Item 103 of Regulation S-K.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material
changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|(a) | We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended June 30, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|(c) | We did not redeem any securities during the quarter ended June 30, 2007.
|--- | ------------------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



|(a) | We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended June 30, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



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

No matters were submitted to a vote of our limited partners during the quarter ended June 30, 2007.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the quarter ended June 30, 2007, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|ITEM 6. | EXHIBITS
|------- | --------

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



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##### Table of Contents

SIGNATURES

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



|               |  |  |  |                                                                                                   |  |                            
|-------------- |  |  |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------
|               |  |  |  | WELLS REAL ESTATE FUND VIII, L.P. (Registrant)                                                   
|               |  |  | 
|               |  |  |  | By:                                                                                               |  | WELLS PARTNERS, L.P.       
|               |  |  |  |                                                                                                   |  | (General Partner)          
|               |  |  | 
|               |  |  |  | By:                                                                                               |  | WELLS CAPITAL, INC.        
|               |  |  |  |                                                                                                   |  | (Corporate General Partner)
|               |  | 
|August 8, 2007 |  |  |  | /S/    LEO F. WELLS,
III                                                                         
|               |  |  |  | Leo F. Wells, III President, Principal
Executive Officer,and Sole Director of Wells Capital, Inc.
|               |  | 
|August 8, 2007 |  |  |  | /S/    DOUGLAS P.
WILLIAMS                                                                       
|               |  |  |  | Douglas P. Williams Principal Financial
Officer of Wells Capital, Inc.                           



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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. |  | Description                                                                                                                   
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|            | 
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002