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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark one)



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

For the quarterly period ended March 31, 2008

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





WELLS REAL ESTATE FUND VIII,
L.P.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2126618                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6200 The Corners Parkway, 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, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated file, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈                 Accelerated filer   ̈

Non-accelerated filer  x (Do not check if a smaller reporting
company)                 Smaller reporting company   ̈

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, 2007 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  March 31, 2008 (unaudited) and December 31, 2007                                                          |  | 5       
|         |  |                       | 
|         |  |                       |  | Statements of Operations for the Three Months Ended March 31, 2008 (unaudited) and 2007 (unaudited)                        |  | 6       
|         |  |                       | 
|         |  |                       |  | Statements of Partners Capital for the Year Ended December 31, 2007 and the Three Months Ended March 31, 2008 (unaudited) |  | 7       
|         |  |                       | 
|         |  |                       |  | Statements of Cash Flows for the Three Months Ended March 31, 2008 (unaudited) and 2007 (unaudited)                        |  | 8       
|         |  |                       | 
|         |  |                       |  | Condensed Notes to Financial Statements (unaudited)                                                                        |  | 9       
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 16      
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                 |  | 23      
|         |  |                       | 
|         |  | Item 4T.              |  | Controls and Procedures                                                                                                    |  | 23      
|         |  |                      
|PART II. |  | OTHER INFORMATION     |  |                                                                                                                           
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                          |  | 23      
|         |  |                       | 
|         |  | Item 1A.              |  | Risk Factors                                                                                                               |  | 23      
|         |  |                       | 
|         |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 23      
|         |  |                       | 
|         |  | 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 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, 2007. The Partnerships results of operations for the three months ended March 31, 2008 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)March 31,2008 |            | December 31,2007
|Investment in joint ventures |  | $                        | 6,653,344  |                  | $ | 6,749,193 
|Cash and cash equivalents    |  |                          | 3,594,255  |                  |   | 3,564,447 
|Due from joint ventures      |  |                          | 149,768    |                  |   | 177,211   
|Other assets                 |  |                          | 10,578     |                  |   | 13,352    
|                             |  |                          |            |                  |   |           
|Total assets                 |  | $                        | 10,407,945 |                  | $ | 10,504,203
|                             |  |                          |            |                  |   |           

LIABILITIES AND PARTNERS CAPITAL



|                                                                                                                          |  |   |            |  |   |           
|------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  | - | ----------
|LIABILITIES:                                                                                                              |  |   |            |  |   |           
|Accounts payable and accrued expenses                                                                                     |  | $ | 47,214     |  | $ | 24,982    
|Due to affiliates                                                                                                         |  |   | 11,416     |  |   | 8,275     
|Partnership distributions payable                                                                                         |  |   | 135,427    |  |   | 135,427   
|                                                                                                                          |  |   |            |  |   |           
|Total liabilities                                                                                                         |  |   | 194,057    |  |   | 168,684   
|                                                                                                                          |  |  
|PARTNERS CAPITAL:                                                                                                        |  |   |            |  |   |           
|Limited partners:                                                                                                         |  |   |            |  |   |           
|Class A  2,954,079 units issued and outstanding                                                                          |  |   | 9,293,032  |  |   | 9,328,054 
|Class B  249,187 units and 249,190 units issued and outstanding as of March 31, 2008 and December 31, 2007,
respectively |  |   | 920,856    |  |   | 1,007,465 
|General partners                                                                                                          |  |   | 0          |  |   | 0         
|                                                                                                                          |  |   |            |  |   |           
|Total partners capital                                                                                                   |  |   | 10,213,888 |  |   | 10,335,519
|                                                                                                                          |  |   |            |  |   |           
|Total liabilities and partners capital                                                                                   |  | $ | 10,407,945 |  | $ | 10,504,203
|                                                                                                                          |  |   |            |  |   |           

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF OPERATIONS



|                                                             |  |                                        |           |   |      |   |           |  
|------------------------------------------------------------ |  | -------------------------------------- | --------- | - | ---- | - | --------- | -
|                                                             |  | (Unaudited)Three Months EndedMarch 31, |          
|                                                             |  | 2008                                   |           |   | 2007 |  
|                                                             |  |                                       
|EQUITY IN INCOME OF JOINT VENTURES                           |  | $                                      | 53,919    |   |      | $ | 132,026   |  
|                                                             |  |                                       
|EXPENSES:                                                    |  |                                        |           |   |      |   |           |  
|General and administrative                                   |  |                                        | 71,762    |   |      |   | 49,573    |  
|                                                             |  |                                       
|INTEREST AND OTHER INCOME                                    |  |                                        | 31,639    |   |      |   | 13,128    |  
|                                                             |  |                                        |           |   |      |   |           |  
|NET INCOME                                                   |  | $                                      | 13,796    |   |      | $ | 95,581    |  
|                                                             |  |                                        |           |   |      |   |           |  
|                                                             |  |                                       
|NET INCOME (LOSS) ALLOCATED TO:                              |  |                                        |           |   |      |   |           |  
|CLASS A LIMITED PARTNERS                                     |  | $                                      | 100,405   |   |      | $ | 175,471   |  
|                                                             |  |                                        |           |   |      |   |           |  
|CLASS B LIMITED PARTNERS                                     |  | $                                      | (86,609   | ) |      | $ | (79,209   | )
|                                                             |  |                                        |           |   |      |   |           |  
|GENERAL PARTNERS                                             |  | $                                      | 0         |   |      | $ | (681      | )
|                                                             |  |                                        |           |   |      |   |           |  
|                                                             |  |                                       
|NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT: |  |                                        |           |   |      |   |           |  
|CLASS A                                                      |  |                                        | $ 0.03    |   |      |   | $ 0.06    |  
|                                                             |  |                                        |           |   |      |   |           |  
|CLASS B                                                      |  |                                        | $(0.35    | ) |      |   | $(0.32    | )
|                                                             |  |                                        |           |   |      |   |           |  
|                                                             |  |                                       
|WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:          |  |                                        |           |   |      |   |           |  
|CLASS A                                                      |  |                                        | 2,954,079 |   |      |   | 2,952,679 |  
|                                                             |  |                                        |           |   |      |   |           |  
|CLASS B                                                      |  |                                        | 249,187   |   |      |   | 250,590   |  
|                                                             |  |                                        |           |   |      |   |           |  

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND THE THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)



|                                                                              |         |                  |        |         |                 |       |  |                       |        |  |   |           |   |  |   |        |   |  |   |            |  
|----------------------------------------------------------------------------- | ------- | ---------------- | ------ | ------- | --------------- | ----- |  | --------------------- | ------ |  | - | --------- | - |  | - | ------ | - |  | - | ---------- | -
|                                                                              |         | Limited Partners |        |         | GeneralPartners |       |  | TotalPartnersCapital |       
|                                                                              | Class A |                  |        | Class B |                 |       | 
|                                                                              | Units   |                  | Amount |         |                 | Units |  |                       | Amount |  |   |          
|BALANCE, December 31, 2006                                                    |         | 2,952,679        |        | $       | 8,884,331       |       |  | 250,590               |        |  | $ | 704,268   |   |  | $ | 2,259  |   |  | $ | 9,590,858  |  
|                                                                              |         |                  |        |         |                 |      
|Class B conversion elections                                                  |         | 1,400            |        |         | 2,532           |       |  | (1,400                | )      |  |   | (2,532    | ) |  |   | 0      |   |  |   | 0          |  
|Net income (loss)                                                             |         | 0                |        |         | 982,900         |       |  | 0                     |        |  |   | 305,729   |   |  |   | (2,259 | ) |  |   | 1,286,370  |  
|Distributions of operating cash flow($0.18 per weighted-average Class A Unit) |         | 0                |        |         | (541,709        | )     |  | 0                     |        |  |   | 0         |   |  |   | 0      |   |  |   | (541,709   | )
|                                                                              |         |                  |        |         |                 |       |  |                       |        |  |   |           |   |  |   |        |   |  |   |            |  
|BALANCE, December 31, 2007                                                    |         | 2,954,079        |        |         | 9,328,054       |       |  | 249,190               |        |  |   | 1,007,465 |   |  |   | 0      |   |  |   | 10,335,519 |  
|                                                                              |         |                  |        |         |                 |      
|Class B limited partner rescission                                            |         | 0                |        |         | 0               |       |  | (3                    | )      |  |   | 0         |   |  |   | 0      |   |  |   | 0          |  
|Net income (loss)                                                             |         | 0                |        |         | 100,405         |       |  | 0                     |        |  |   | (86,609   | ) |  |   | 0      |   |  |   | 13,796     |  
|Distributions of operating cash flow($0.05 per weighted-average Class A Unit) |         | 0                |        |         | (135,427        | )     |  | 0                     |        |  |   | 0         |   |  |   | 0      |   |  |   | (135,427   | )
|                                                                              |         |                  |        |         |                 |       |  |                       |        |  |   |           |   |  |   |        |   |  |   |            |  
|BALANCE, March 31, 2008                                                       |         | 2,954,079        |        | $       | 9,293,032       |       |  | 249,187               |        |  | $ | 920,856   |   |  | $ | 0      |   |  | $ | 10,213,888 |  
|                                                                              |         |                  |        |         |                 |       |  |                       |        |  |   |           |   |  |   |        |   |  |   |            |  

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



STATEMENTS OF CASH FLOWS



|                                                                                            |  |                                        |           |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | -------------------------------------- | --------- | - | ---- | - | -------- | -
|                                                                                            |  | (Unaudited)Three Months EndedMarch 31, |          
|                                                                                            |  | 2008                                   |           |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                                        |           |   |      |   |          |  
|Net income                                                                                  |  | $                                      | 13,796    |   |      | $ | 95,581   |  
|Operating distributions received from joint ventures                                        |  |                                        | 177,211   |   |      |   | 25,783   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                        |           |   |      |   |          |  
|Equity in income of joint ventures                                                          |  |                                        | (53,919   | ) |      |   | (132,026 | )
|Changes in assets and liabilities:                                                          |  |                                        |           |   |      |   |          |  
|Decrease (increase) in other assets                                                         |  |                                        | 2,774     |   |      |   | (1,891   | )
|Increase (decrease) in accounts payable and accrued expenses                                |  |                                        | 22,232    |   |      |   | (24,683  | )
|Increase in due to affiliates                                                               |  |                                        | 3,141     |   |      |   | 9,031    |  
|                                                                                            |  |                                        |           |   |      |   |          |  
|Net cash provided by (used in) operating activities                                         |  |                                        | 165,235   |   |      |   | (28,205  | )
|                                                                                            |  |                                       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                                        |           |   |      |   |          |  
|Net sale proceeds received from joint ventures                                              |  |                                        | 0         |   |      |   | 237,542  |  
|                                                                                            |  |                                       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                                        |           |   |      |   |          |  
|Operating distributions paid to limited partners                                            |  |                                        | (135,427  | ) |      |   | (150,840 | )
|                                                                                            |  |                                        |           |   |      |   |          |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   |  |                                        | 29,808    |   |      |   | 58,497   |  
|                                                                                            |  |                                       
|CASH AND CASH EQUIVALENTS, beginning of period                                              |  |                                        | 3,564,447 |   |      |   | 797,590  |  
|                                                                                            |  |                                        |           |   |      |   |          |  
|CASH AND CASH EQUIVALENTS, end of period                                                    |  | $                                      | 3,594,255 |   |      | $ | 856,087  |  
|                                                                                            |  |                                        |           |   |      |   |          |  
|                                                                                            |  |                                       
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:                     |  |                                        |           |   |      |   |          |  
|Partnership distributions payable                                                           |  | $                                      | 135,427   |   |      | $ | 135,427  |  
|                                                                                            |  |                                        |           |   |      |   |          |  

See accompanying notes.



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WELLS REAL ESTATE FUND VIII, L.P.



CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2008 (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. Since the termination of the offering in 1996, the total number of Class B Units has decreased to 249,187 due to the rescission
of certain units.



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The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities
affiliated with the General Partners. During the periods presented, the Partnership owned interests in the following 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)(1) |  |   Wells Real Estate Fund VI, L.P.   Wells Real Estate Fund VII, L.P.   Wells Real Estate Fund VIII, L.P. |  | 1. Tanglewood Commons(2) A retail center in Clemmons, North Carolina, and four outparcels
of land                                                                                                                                                                
|Fund VIII and Fund IX Associates (Fund VIII-IX Associates)                  |  |   Wells Real Estate Fund VIII, L.P.
  Wells Real Estate Fund IX, L.P.                                     |  | 2. US Cellular Building A four-story office building located in Madison, Wisconsin  3. 14079 Senlac Drive(3) A one-story office building located in Farmers Branch, Texas  4. 305 Interlocken Parkway A two-story office building located in Broomfield, Colorado



| | (1) | This joint venture was liquidated in
2007.
| | --- | ------------------------------------------



| | (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) | This property was sold in November 2007.
| | --- | ----------------------------------------

Wells Real Estate Fund IX, L.P. is affiliated with the Partnership through common general partners.
Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P. were 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, 2007.

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 the 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.

On November 29, 2007, Fund VIII-IX Associates sold 14079 Senlac Drive to an unrelated third party for a gross selling price of approximately $5,410,000. As a
result of the sale, the Partnership received net sale proceeds of approximately $2,799,000 and was allocated a gain of approximately $1,044,000.



|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



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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 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, 2007.

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.

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;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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.

Recent Accounting Pronouncements

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. 159 permits 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 was effective for the
Partnership beginning January 1, 2008. The Partnership has elected not to implement the provisions of SFAS No. 159, and therefore, such provisions have no effect on its consolidated financial statements.

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, Accounting for the Impairment or Disposal on Long-Lived Assets. SFAS No. 157 emphasizes that fair value is a market-based
measurement, as opposed to an entity-specific measurement. In February 2008, the FASB issued Staff Position No. SFAS 157-1, Application of FASB



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Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13 (FSP 157-1). FSP 157-1, which is effective upon the initial adoption of SFAS No. 157, excludes SFAS No. 13, Accounting for Leases, as well as other accounting
pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from the scope of SFAS No. 157. In February 2008, the FASB issued Staff Position No. SFAS 157-2, Effective Date of FASB
Statement No. 157 (FSP 157-2). FSP 157-2 delays the effective date of SFAS No. 157 for all nonrecurring nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008. Accordingly, FSP 157-2
will be effective for the Partnership beginning January 1, 2009, and all other aspects of SFAS No. 157 were effective for the Partnership beginning January 1, 2008 and have not had a material impact on the Partnerships financial
statements. The Partnership is currently assessing the provisions and evaluating the financial impact of FSP 157-2 on its financial statements.

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 requires additional disclosures for certain of
those entities. In October 2007, the FASB elected to indefinitely defer the effective date of SOP 07-1. As a result, the Partnership has postponed its evaluation of the provisions of SOP 07-1 and the related impact on its financial statements
and accompanying notes.



|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 ended March 31, 2008
and 2007, respectively, is presented below:



|                            |                             |                |                             |                                  |                             |                                           |                             |            |        |      |   |         |      |   |      |   |      |   |        |  |   |        |  |   |        
|--------------------------- | --------------------------- | -------------- | --------------------------- | -------------------------------- | --------------------------- | ----------------------------------------- | --------------------------- | ---------- | ------ | ---- | - | ------- | ---- | - | ---- | - | ---- | - | ------ |  | - | ------ |  | - | -------
|                            |                             | Total Revenues |                             | Income FromContinuing Operations |                             | Income (Loss) FromDiscontinued Operations |                             | Net Income
|                            | Three Months EndedMarch 31, |                | Three Months EndedMarch 31, |                                  | Three Months EndedMarch 31, |                                           | Three Months EndedMarch 31,
|                            |                             | 2008           |                             | 2007                             |                             | 2008                                      |                             | 2007       |        | 2008 |   |         | 2007 |   | 2008 |   | 2007
|Fund VI-VII-VIII Associates |                             | $              | 0                           |                                  | $                           | 0                                         |                             | $          | 0      |      | $ | 101,396 |      | $ | 0    |   |      | $ | 925    |  | $ | 0      |  | $ | 102,321
|Fund VIII-IX Associates     |                             |                | 613,231                     |                                  |                             | 489,895                                   |                             |            | 99,072 |      |   | 106,423 |      |   | (673 | ) |      |   | 74,099 |  |   | 98,399 |  |   | 180,522
|                            |                             |                |                             |                                  |                             |                                           |                             |            |        |      |   |         |      |   |      |   |      |   |        |  |   |        |  |   |        
|                            |                             | $              | 613,231                     |                                  | $                           | 489,895                                   |                             | $          | 99,072 |      | $ | 207,819 |      | $ | (673 | ) |      | $ | 75,024 |  | $ | 98,399 |  | $ | 282,843
|                            |                             |                |                             |                                  |                             |                                           |                             |            |        |      |   |         |      |   |      |   |      |   |        |  |   |        |  |   |        

The Partnership allocates its share of net income, net loss, and gain on sale 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. The components of income (loss) from discontinued operations recognized by the Joint Ventures are provided
below:



|                            |  |                                  |      |   |                                  |    |       |   |      |                 |  |             |        |       |    |  |   |       
|--------------------------- |  | -------------------------------- | ---- | - | -------------------------------- | -- | ----- | - | ---- | --------------- |  | ----------- | ------ | ----- | -- |  | - | ------
|                            |  | Three Months EndedMarch 31, 2008 |      |   | Three Months EndedMarch 31, 2007
|                            |  | OperatingLoss                    |      |   | Gainon Sale                      |    | Total |   |      | OperatingIncome |  | Gainon Sale |        | Total
|Fund VI-VII-VIII Associates |  | $                                | 0    |   |                                  | $0 |       | $ | 0    |                 |  | $           | 925    |       | $0 |  | $ | 925   
|Fund VIII-IX Associates     |  |                                  | (673 | ) |                                  | 0  |       |   | (673 | )               |  |             | 74,099 |       | 0  |  |   | 74,099
|                            |  |                                  |      |   |                                  |    |       |   |      |                 |  |             |        |       |    |  |   |       
|                            |  | $                                | (673 | ) |                                  | $0 |       | $ | (673 | )               |  | $           | 75,024 |       | $0 |  | $ | 75,024
|                            |  |                                  |      |   |                                  |    |       |   |      |                 |  |             |        |       |    |  |   |       

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of March 31, 2008 and December 31, 2007 represents operating cash flow generated by the Joint Ventures for the three months ended
March 31, 2008 and December 31, 2007, respectively, which is attributable to the Partnership.



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|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 $18,488 and $17,985 for the three months ended March 31, 2008 and 2007,
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 incurred administrative expenses of $23,946 and $22,920 payable to Wells Capital and Wells Management for the three months ended March 31, 2008 and
2007, respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership (bill-backs) directly and invoices the Partnership for the reimbursement thereof on a quarterly basis. As of
March 31, 2008 and December 31, 2007, due to affiliates balances represent administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Economic Dependency

The Partnership has engaged Wells Capital and Wells Management to provide certain essential
services, including supervision of the management and leasing of its 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, the Partnership is 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, the Partnership focuses 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, the Partnership 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 Piedmont Office Realty Trust, Inc. (Piedmont REIT), formerly known as Wells Real Estate
Investment Trust, Inc., which was acquired in connection with the Piedmont REIT internalization transaction (see Assertion of Legal Actions Against Related-Parties below). In addition, during



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2007, WREF guaranteed certain debt of another WREF-sponsored product that is in the start-up phase of its operations. As of March 31, 2008, 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.

As of April 30, 2008, the amount of the debt guaranteed by WREF was equal to approximately $127.3 million.

The Partnership is also dependent upon the ability of its current tenants to pay their contractual rent amounts as they become due. The inability of a tenant to pay
future rental amounts would have a negative impact on the results of operations. The Partnership is not aware of any reason why its current tenants will not be able to pay their contractual rental amounts as they become due in all material respects.
Situations preventing the tenants from paying contractual rents could result in a material adverse impact on the Partnerships results of operations.

Assertion of Legal Actions Against Related-Parties

On March 12, 2007, a stockholder of Piedmont REIT, formerly known as Wells Real
Estate Investment Trust, Inc., filed a putative class action and derivative complaint, styled 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, Piedmont 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 Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont 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 Piedmont 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 Piedmont 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. On June 7, 2007, the Court granted a motion to designate the class lead plaintiff and class co-lead counsel. On June 27, 2007, the plaintiff filed an amended complaint, which attempts to assert
class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26, 2007, and derivative claims on behalf of Piedmont REIT. On July 9, 2007, the
Court denied the plaintiffs motion for expedited discovery related to an anticipated motion for a preliminary injunction. On August 13, 2007, the defendants filed a motion to dismiss the amended complaint. On March 31, 2008, the
Court granted in part the defendants motion to dismiss the amended complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of
allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges
violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second
amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization
transaction. 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.

On August 24, 2007, two stockholders of Piedmont REIT filed a derivative complaint, styledDonald
and Donna Goldstein, Derivatively on behalf of Defendant Wells Real Estate Investment Trust, Inc. v. Leo F. Wells, III, et al.,in the Superior Court of Fulton County, Georgia, on behalf of Piedmont REIT against, among
others, Leo F. Wells, III, one of our general partners, Wells Capital, the corporate general partner of Wells Partners, our other general partner, and a number of individuals who currently or formerly served as officers or directors of Piedmont
REIT. The complaint alleges, among other things, that the consideration paid by



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Piedmont REIT as part of the internalization transaction was excessive; that the defendants breached their fiduciary duties to Piedmont REIT; and that the
internalization transaction unjustly enriched the defendants. The complaint seeks, among other things, a judgment declaring that the defendants committed breaches of their fiduciary duties and were unjustly enriched at the expense of Piedmont
REIT; monetary damages equal to the amount by which Piedmont REIT was damaged by the defendants; an order awarding Piedmont REIT restitution from the defendants and ordering disgorgement of all profits and benefits obtained by the defendants from
their wrongful conduct and fiduciary breaches; an order rescinding the internalization transaction; and the establishment of a constructive trust upon any benefits improperly received by the defendants as a result of their wrongful conduct. On
October 19, 2007, the Court verbally granted the defendants motion for a protective order (and entered a written order on October 24, 2007) staying discovery until the Court rules on the defendants motion to dismiss the
complaint. On October 31, 2007, the defendants filed their motion to dismiss the plaintiffs derivative complaint. On December 19, 2007, the Court entered an order allowing the plaintiffs to take limited written discovery on
the issue of derivative demand, but the order staying discovery entered in October 2007 otherwise remains in effect. The defendants responded to the limited discovery requested by the plaintiffs. On January 10, 2008, the plaintiffs filed
an amended complaint, which contains substantially the same counts against the same defendants as the original complaint with certain additional factual allegations based primarily on events occurring after the original complaint was
filed. In addition, the plaintiffs have responded to the defendants motion to dismiss this lawsuit. A hearing on the motion to dismiss was held on February 22, 2008. On March 13, 2008, the court granted the defendants
motion to dismiss. On April 11, 2008, the plaintiffs filed a notice to appeal the Courts judgment granting the defendants motion to dismiss.



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

From time to time, the Partnership
and its General partners are party to legal proceedings which arise in the ordinary course of our business. The Partnership is not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on
information currently available, have a materially adverse impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us.



|6. | SUBSEQUENT EVENT
|-- | ----------------

The sales of the BellSouth Building, the
outparcels of land at Tanglewood Commons, and 14079 Senlac Drive generated total net sale proceeds to the Partnership of approximately $7.2 million of which approximately $3.7 million has previously been distributed to the limited partners through
March 31, 2008. The General Partners have determined that residual net sales proceeds of approximately $0.5 million will be held in reserve to fund anticipated re-leasing costs and anticipated capital improvements at the US Cellular Building.
Accordingly, in May 2008, net sale proceeds of approximately $3.0 million from the aforementioned property sales were distributed to the limited partners of record as of March 31, 2008, which under the terms of the partnership agreement
does not include limited partners acquiring units after December 31, 2007.



|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, 2007.



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##### Table of Contents

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 six
properties. In April 2008, Fund VIII-IX Associates executed a lease with Inland Madison LLC (Inland) which allows Inland to occupy approximately 16,000 square feet at the US Cellular Building (or approximately 16% of the building). The
terms of the lease allow Inland to lease the space on a month to month basis, not to exceed approximately four months. Our focus at this time involves leasing the remaining vacancy at the US Cellular Building 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 first quarter 2008
operating distributions to limited partners holding Class A Units remained consistent with the level paid in the prior quarter. We anticipate that operating distributions to limited partners may remain low in the near-term as a result of
funding our pro rata share of anticipated capital improvements and anticipated re-leasing costs associated with leasing the remaining vacant space at the US Cellular Building.

In May 2008, the General Partners distributed net sale proceeds of approximately $3.0 million from the sales of the BellSouth Building, the outparcels of land at Tanglewood Commons, and 14079 Senlac Drive. Once the
details surrounding the timing of the capital requirements and the potential sales of the properties become known, the General Partners will evaluate if distributions of the remaining net sale proceeds would be appropriate.

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 our limited partners and minimize contingencies and our post-closing
involvement with buyers.



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Information relating to the properties owned, or previously owned, by the joint ventures is provided below:



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



| |  |  | 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 14079 Senlac Drive property was sold on November 29, 2007.
| | - |  | --------------------------------------------------------------



| |  |  | The US Cellular Building, located in Madison, Wisconsin. United States Cellular Operating Company leases approximately 73% of this building until April 2013. In
April 2008, we executed a month to month lease with Inland for a maximum of four months for approximately 16% of this building. We are actively working on re-leasing the remaining vacant space.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 $165,000 for the three months ended March 31, 2008,
which were used primarily to fund operating distributions to Class A limited partners of approximately $135,000. 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 our share of tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures.

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 $194,000 as of March 31, 2008.



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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 our share of 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 sale proceeds reserves would then be utilized.



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##### Table of Contents

As of March 31, 2008, we have received, used, distributed, and held net sale proceeds allocated to the Partnership
from the sale of properties as presented below:



|                                                   |  |                  |     |        |                                     |         |                                              |            |                         |   |                                                             |  |                                                                          |  |   |            |  |   |          
|-------------------------------------------------- |  | ---------------- | --- | ------ | ----------------------------------- | ------- | -------------------------------------------- | ---------- | ----------------------- | - | ----------------------------------------------------------- |  | ------------------------------------------------------------------------ |  | - | ---------- |  | - | ---------
|Property Sold                                      |  | Net SaleProceeds |     |        | PartnershipsApproximateOwnership % |         | Net Sale ProceedsAllocated to
thePartnership |            | Use ofNet Sale Proceeds |   | Net Sale ProceedsDistributed toPartners
as ofMarch 31, 2008 |  | Undistributed NetSale Proceeds asof March 31, 2008                      
|                                                   |  |                  |     | 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                            |  | $800,000         | (1) |        | 54.8%                               |         |                                              | 438,374    |                         |   | 0                                                           |  |                                                                         |  |   | 438,374    |  |   | 0        
|(early termination in 2004)                        |  |                  |     |        |                                     |         |                                              |            |                         |   |                                                             |  |                                                                          |  |   |            |  |   |          
|                                                   |  |                  |     |        |                                     |         |                                             
|15253 Bake Parkway(sold in 2004)                   |  | $11,892,035      |     |        | 46.1%                               |         |                                              | 5,487,476  |                         |   | 424,857                                                     |  |   Re-leasing15253 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  
|                                                   |  |                  |     |        |                                     |         |                                             
|14079 Senlac Drive(sold in 2007)                   |  | $5,107,237       |     |        | 54.8%                               |         |                                              | 2,798,597  |                         |   | 0                                                           |  |                                                                         |  |   | 0          |  |   | 2,798,597
|                                                   |  |                  |     |        |                                     |         |                                              |            |                         |   |                                                             |  |                                                                          |  |   |            |  |   |          
|                                                   |  |                  |     |        |                                     |         |                                             
|Total                                              |  |                  |     |        |                                     |         | $                                            | 23,047,968 |                         | $ | 424,857                                                     |  |                                                                          |  | $ | 19,099,999 |  | $ | 3,523,112
|                                                   |  |                  |     |        |                                     |         |                                              |            |                         |   |                                                             |  |                                                                          |  |   |            |  |   |          



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

In May 2008, net sale proceeds of approximately $3.0 million from the sales of the BellSouth Building, the outparcels
of land at Tanglewood Commons, and 14079 Senlac Drive were distributed to the limited partners of record as of March 31, 2008, which, under the terms of the partnership agreement, does not include limited partners acquiring units after
December 31, 2007. Upon evaluating the capital needs of the properties in which we currently hold an interest, our General Partners have determined to hold reserves of net sale proceeds of approximately $0.5 million to fund the our pro rata
share of anticipated re-leasing costs and anticipated capital improvements at the US Cellular Building.



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Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $53,919 and $132,026 for the three months ended March 31,
2008 and 2007, respectively. The decrease is primarily attributable to a decline in operating income as a result of the sale of 14079 Senlac Drive in November 2007 and the gain recognized from the sale of the remaining outparcels of land at
Tanglewood Commons in January 2007.

We expect equity in income of Joint Ventures to increase in the near-term as a result of the recently executed lease
with Inland at the US Cellular Building.

Expenses

General and administrative expenses were $71,762 and $49,573 for the three months ended March 31, 2008 and 2007, respectively. The increase is primarily attributable to an increase in legal fees and printing costs, substantially all of
which resulted from reporting and regulatory requirements.

We anticipate additional 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 $31,639 and $13,128 for the three months ended March 31, 2008 and 2007, respectively. The increase is primarily attributable to an
increase in the average amount of net sale proceeds held during the respective periods as a result of the sale of 14079 Senlac Drive in November 2007. 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, 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 our real estate assets held as of March 31, 2008.

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.

Subsequent Event

The sales of the BellSouth Building, the outparcels of land at Tanglewood Commons, and 14079 Senlac Drive generated total
net sale proceeds to the Partnership of approximately $7.2 million of which approximately $3.7 million has previously been distributed to the limited partners through March 31, 2008. The General Partners have determined that residual net
sales proceeds of approximately $0.5 million will be held in reserve to fund anticipated re-leasing costs and anticipated capital improvements at the US Cellular Building. Accordingly,



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in May 2008, net sale proceeds of approximately $3.0 million from the aforementioned property sales were distributed to the limited partners of record
as of March 31, 2008, which under the terms of the partnership agreement does not include limited partners acquiring units after December 31, 2007.



|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 currency exchange rate fluctuations, or the other market risks contemplated
by Item 305 of Regulation S-K.



|ITEM 4T. | 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 (the Exchange Act) as of the end of the quarterly 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 the reports we file or submit under the Exchange Act 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 the reports we file under the Exchange Act 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 changes in
our internal control over financial reporting during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|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 March 31, 2008, 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, 2007.



|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 March 31, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



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



|(c) | We did not redeem any securities during the quarter ended March 31, 2008.
|--- | -------------------------------------------------------------------------



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|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 March 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------



|(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 March 31, 2008.



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



|(a) | During the quarter ended March 31, 2008, 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 First Quarter Form 10-Q attached hereto.



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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)
|            |  | 
|May 9, 2008 |  |  |  | /s/ LEO F. WELLS, III                                                                             
|            |  |  |  | Leo F. Wells, III President, Principal Executive Officer, and Sole Director of Wells Capital, Inc.
|            |  | 
|May 9, 2008 |  |  |  | /s/ DOUGLAS P. WILLIAMS                                                                           
|            |  |  |  | Douglas P. Williams Principal Financial Officer of Wells Capital, Inc.                            



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EXHIBIT INDEX

TO FIRST QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VIII, L.P.



|           |  |                                                                                                                               
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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