<PAGE>

                       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, 2002                    or
                                --------------------------------------------

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

For the transition period from                     to
                               ____________________    _____________________

Commission file number                           0-27888
                       ---------------------------------------------------------

                        WELLS REAL ESTATE FUND VIII, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


   6200 The Corners Pkwy., Norcross, Georgia                                      30092
---------------------------------------------------------------  ------------------------------------------
    (Address of principal executive offices)                                    (Zip Code)
</TABLE>

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

________________________________________________________________________________
(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
              --------                        _________

<PAGE>

                                    FORM 10-Q

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)

                                      INDEX

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

<S>                                                                                                      <C>
    Item 1.  Financial Statements:

             Balance Sheets--March 31, 2002 and December 31, 2001                                             3

             Statements of Income for the Three Months Ended March 31, 2002
                 and 2001                                                                                     4

             Statements of Partners' Capital for the Year Ended December 31, 2001 and the Three
                 Months Ended March 31, 2002                                                                  5

             Statements of Cash Flows for the Three Months Ended March 31, 2002
                 and 2001                                                                                     6

             Condensed Notes to Financial Statements                                                          7

    Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                                      11

PART II.  OTHER INFORMATION                                                                                  14
</TABLE>

                                      -2-

<PAGE>

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      March 31,    December 31,
                                                                                        2002           2001
                                                                                   --------------  -------------

ASSETS:
<S>                                                                                <C>             <C>
    Investments in joint ventures (Note 2)                                           $21,532,866   $21,861,005
    Cash and cash equivalents                                                            124,494        28,901
    Due from affiliates                                                                  641,372       804,064
                                                                                   -------------- -------------
                 Total assets                                                        $22,298,732   $22,693,970
                                                                                   ============== =============
LIABILITIES AND PARTNERS' CAPITAL:
    Liabilities:
       Partnership distributions payable                                             $   667,794   $   684,141
       Accounts payable                                                                    6,954         6,527
                                                                                   -------------- -------------
                 Total liabilities                                                       674,748       690,668
                                                                                   -------------- -------------
    Partners' capital:
       Limited partners:
           Class A--2,811,549 units and 2,806,519 units as of March 31,
              2002 and December 31, 2001, respectively                                21,623,984    22,003,302
           Class B--391,720 units and 396,750 units as of March 31, 2002
              and December 31, 2001, respectively                                              0             0
                                                                                   -------------- -------------
                 Total partners' capital                                              21,623,984    22,003,302
                                                                                   -------------- -------------
                 Total liabilities and partners' capital                             $22,298,732   $22,693,970
                                                                                   ============== =============
</TABLE>

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

                                      -3-

<PAGE>

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                     ------------------------------
                                                                                       March 31,        March 31,
                                                                                         2002             2001
                                                                                     --------------  --------------

REVENUES:
<S>                                                                                  <C>             <C>
    Equity in income of joint ventures (Note 2)                                         $ 313,233       $ 288,729
    Interest income                                                                         1,076           2,151
                                                                                     --------------  --------------
                                                                                          314,309         290,880
                                                                                     --------------  --------------
EXPENSES:
    Partnership administration                                                             12,905           8,064
    Legal and accounting                                                                   10,714           7,504
    Computer costs                                                                          2,264           1,200
                                                                                     --------------  --------------
                                                                                           25,883          16,768
                                                                                     --------------  --------------
NET INCOME                                                                              $ 288,426       $ 274,112
                                                                                     ==============  ==============

NET INCOME ALLOCATED TO CLASS A LIMITED
  PARTNERS                                                                              $ 288,426       $ 274,112
                                                                                     ==============  ==============

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

NET INCOME PER WEIGHTED AVERAGE CLASS A
  LIMITED PARTNER UNIT                                                                  $    0.10       $    0.10
                                                                                     ==============  ==============

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

CASH DISTRIBUTION PER CLASS A LIMITED PARTNER
  UNIT                                                                                  $    0.24       $    0.22
                                                                                     ==============  ==============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -4-

<PAGE>

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)


                         STATEMENTS OF PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2001

                    AND THE THREE MONTHS ENDED MARCH 31, 2002

<TABLE>
<CAPTION>
                                                        Limited Partners                        Total
                                    -------------------------------------------------------
                                              Class A                     Class B             Partners'
                                    --------------------------- --------------------------- -------------
                                        Units        Amounts        Units        Amounts       Capital
                                    ------------- ------------- ------------- ------------- -------------
<S>                                 <C>           <C>           <C>           <C>           <C>
BALANCE, December 31, 2000            2,764,087    $23,180,147     439,182     $         0   $23,180,147

   Net income                                 0      1,433,706           0               0     1,433,706
   Partnership distributions                  0     (2,610,551)          0               0    (2,610,551)
   Class B conversion elections          42,432              0     (42,432)              0             0
                                    ------------- ------------- ------------- ------------- -------------
BALANCE, December 31, 2001            2,806,519     22,003,302     396,750               0    22,003,302

   Net income                                 0        288,426           0               0       288,426
   Partnership distributions                  0       (667,744)          0               0      (667,744)
   Class B conversion elections           5,030              0      (5,030)              0             0
                                    ------------- ------------- ------------- ------------- -------------
BALANCE, March 31, 2002               2,811,549    $21,623,984     391,720     $         0   $21,623,984
                                    ============= ============= ============= ============= =============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       -5-

<PAGE>

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                    ------------------------------
                                                                                       March 31,       March 31,
                                                                                         2002            2001
                                                                                    --------------  --------------
<S>                                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                        $  288,426      $  274,112
    Adjustments to reconcile net income to net cash used in operating
       activities:
           Equity in income of joint ventures                                           (313,233)       (288,729)
           Change in assets and liabilities:
                Prepaid expenses and other assets                                              0             (20)
                Accounts payable                                                             427          (3,174)
                                                                                    --------------  --------------
                   Net cash used in operating activities                                 (24,380)        (17,811)
                                                                                    --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Distributions received from joint ventures                                           804,064         588,670
                                                                                    --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Distributions to partners from accumulated earnings                                 (684,091)       (579,648)
                                                                                    --------------  --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      95,593          (8,789)

CASH AND CASH EQUIVALENTS, beginning of year                                              28,901          18,722
                                                                                    --------------  --------------
CASH AND CASH EQUIVALENTS, end of period                                              $  124,494      $    9,933
                                                                                    ==============  ==============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       -6-

<PAGE>

                        WELLS REAL ESTATE FUND VIII, L.P.

                     (A Georgia Public Limited Partnership)


                     CONDENSED NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization and Business

     Wells Real Estate Fund VIII, L.P. (the "Partnership") is a Georgia public
     limited partnership with Leo Wells III and Wells Partners, L.P. ("Wells
     Partners"), a Georgia nonpublic limited partnership, serving as its General
     Partners. The Partnership was formed on August 15, 1994, for the purpose of
     acquiring, developing, owning, operating, improving, leasing, and otherwise
     managing income-producing commercial properties for investment purposes.
     The Partnership has two classes of limited partnership interests, Class A
     and Class B Units. Limited partners have the right to change their prior
     elections to have some or all of their units treated as Class A Units or
     Class B Units one time during each quarterly accounting period. Limited
     partners may vote to, among other things, (a) amend the partnership
     agreement, subject to certain limitations, (b) change the business purpose
     or investment objectives of the Partnership, and (c) 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 pursuant to a
     Registration Statement filed on Form S-11 under the Securities Act of 1933.
     The Partnership commenced active operations on February 24, 1995 when it
     received and accepted subscriptions for 125,000 units. The Partnership
     terminated the offering on January 4, 1996 at which time gross proceeds
     received were $32,042,689, representing subscriptions for approximately
     2,613,534 Class A Units and 590,735 Class B Units held by 1,939 and 302
     limited partners, respectively. In March 1997, the Partnership repurchased
     1,000 limited partners units.

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

                                       -7-

<PAGE>

     The Partnership owns interests in all of its real estate assets through
     joint ventures with other Wells Real Estate Funds. As of March 31, 2002,
     the Partnership owned interests in the following 8 properties through the
     affiliated joint ventures listed below:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------


                 Joint Venture                     Joint Venture Partners                             Properties
                 -------------                     ----------------------                             ----------
     -------------------------------------------------------------------------------------------------------------------------------
     <S>                                      <C>                                  <C>
     Fund VI, Fund VII, and VIII Associates -  Wells Real Estate Fund VI, L.P.     1.  BellSouth Building
                                            -  Wells Real Estate Fund VII, L.P.          A four-story office building located in
                                            -  Wells Real Estate Fund VIII, L.P.         Jacksonville, Florida

                                                                                   2.  Tanglewood Commons
                                                                                         A retail center in Clemmons, North
                                                                                         Carolina
     -------------------------------------------------------------------------------------------------------------------------------
     Fund VII and Fund VIII Associates      -  Wells Real Estate Fund VII, L.P.    3.  Hannover Center
                                            -  Wells Real Estate Fund VIII, L.P.         A retail center located in Stockbridge,
                                                                                         Georgia

                                                                                   4.  CH2M Hill at Gainesville Property
                                                                                         An office building located in Gainesville,
                                                                                         Florida
     -------------------------------------------------------------------------------------------------------------------------------
     Fund VIII and Fund IX Associates       -  Wells Real Estate Fund VIII, L.P.   5.  US Cellular Building
                                            -  Wells Real Estate Fund IX, L.P.           A four-story office building located in
                                                                                         Madison, Wisconsin

                                                                                   6.  AT&T-TX Building
                                                                                         A one-story office building located in
                                                                                         Boulder County, Colorado

                                                                                   7.  Cirrus Logic Building
                                                                                         A two-story office building located in
                                                                                         Boulder County, Colorado
     -------------------------------------------------------------------------------------------------------------------------------
     Fund VIII, Fund IX and REIT            -  Fund VIII and Fund IX               8.  Quest Building
       Associates                              Associates.                               A two-story office building located in
                                            -  Wells Operating Partnership, L.P.*        Orange County, California**

     -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

     **   The Quest Building was owned by Fund VIII-Fund IX Associates through
          June 30, 2000 and transferred to Fund VIII-IX-REIT Associates on July
          1, 2001.

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

     (b) Basis of Presentation

     The financial statements of the Partnership have been prepared in
     accordance with the instructions for Form 10-Q and do not include all of
     the information and footnotes required by generally accepted accounting
     principles ("GAAP") for complete financial statements. The quarterly
     statements included herein have not been examined by independent
     accountants. However, in the opinion of the General Partners, the
     statements for the unaudited interim periods presented include all
     adjustments that are of a normal and recurring nature and necessary to
     fairly present the results for these periods. Interim results for 2002 are
     not necessarily indicative of results for the year. For further
     information, refer to the financial statements and footnotes included in
     the report filed for the Partnership on Form 10-K for the year ended
     December 31, 2001.

                                       -8-

<PAGE>

     (c) Distributions of Net Cash From Operations

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

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

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

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

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

2.   INVESTMENT IN JOINT VENTURES

     (a) Basis of Presentation

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

     (b) Summary of Operations

     The following information summarizes the operations of the unconsolidated
     joint ventures in which the Partnership held ownership interests as of
     March 31, 2002 and 2001, respectively.

<TABLE>
<CAPTION>
                                                                                                    Partnership's
                                        Total Revenues                  Net Income               Share of Net Income
                                 ------------------------------ ----------------------------- ----------------------------
                                      Three Months Ended             Three Months Ended           Three Months Ended
                                 ------------------------------ -------------- -------------- -------------- -------------
                                   March 31,        March 31,      March 31,      March 31,      March 31,      March 31,
                                      2002             2001           2002           2001          2002           2001
                                 --------------- --------------  -------------- -------------- -------------- -------------
<S>                              <C>              <C>           <C>            <C>            <C>            <C>
     Fund VII-Fund VIII
       Associates                  $  193,538      $  189,698        $ 48,876      $ 61,762       $ 30,963      $ 39,125
     Fund VI-VII-VIII
       Associates                     610,359         571,942         235,211       147,023         76,102        47,569
     Fund VIII-Fund IX
       Associates                     758,192*        705,852*        376,242       368,699        206,168       202,035
                                 --------------- -------------- -------------- -------------- -------------- -------------
                                   $1,562,089      $1,467,492        $660,329      $577,484       $313,233      $288,729
                                 =============== ============== ============== ============== ============== =============
</TABLE>

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


                                      -9-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Partnership's
                                        Total Revenues                 Net Income              Share of Net Income
                                 --------------------------   ---------------------------  ----------------------------
                                      Three Months Ended           Three Months Ended           Three Months Ended
                                 --------------------------   ---------------------------  ------------- --------------
                                   March 31,     March 31,      March 31,     March 31,      March 31,     March 31,
                                     2002           2001          2002           2001          2002           2001
                                 ------------- -------------  ------------- -------------  ------------- --------------
       <S>                       <C>           <C>            <C>           <C>            <C>           <C>
        Fund VIII-IX-REIT
            Associates             $301,999       $267,385       $160,696      $105,033       $74,145       $48,462
                                 ============= =============  ============= =============  ============= ==============
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                                                    Partnership's
                                        Total Revenues                  Net Income               Share of Net Income
                                 ------------------------------ ----------------------------- ----------------------------
                                      Three Months Ended             Three Months Ended           Three Months Ended
                                 ------------------------------ ----------------------------- ----------------------------
                                   March 31,        March 31,      March 31,      March 31,      March 31,      March 31,
                                      2002             2001           2002           2001          2002           2001
                                 ---------------- ------------- -------------- -------------- -------------- -------------
<S>                              <C>              <C>           <C>            <C>            <C>            <C>
     US Cellular Building            $324,537        $320,516       $ 82,832       $124,074       $45,389       $ 67,988
     Cirrus Logic Building            184,539         184,539         96,413        106,011        52,831         58,091
                                 ---------------- ------------- -------------- -------------- -------------- -------------
                                     $509,076        $505,055       $179,245       $230,085       $98,220       $126,079
                                 ================ ============= ============== ============== ============== =============
</TABLE>

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, SFAS No. 141, "Business Combinations" (effective beginning
     July 1, 2001) and SFAS 142, "Goodwill and Other Intangible Assets"
     (effective beginning January 1, 2002) were issued. SFAS No. 141 prohibits
     pooling-of-interests accounting for acquisitions. SFAS No. 142 specifies
     that goodwill and some intangible assets will no longer be amortized and,
     instead, will be subject to periodic impairment testing. We believe that
     the adoption of SFAS No. 141 and SFAS No. 142 will not have a significant
     impact on our financial statements.

     In August 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
     (effective beginning January 1, 2003) and SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets" (effective beginning January
     1, 2002) were issued. SFAS No. 143 requires that entities recognize the
     fair value of a liability for an asset retirement obligation in the period
     in which it is incurred if a reasonable estimate of fair value can be made.
     SFAS No. 144 addresses financial accounting and reporting for the
     impairment of long-lived assets and for long-lived assets to be disposed of
     and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to be Disposed of". Among other factors,
     SFAS No. 144 establishes criteria beyond that previously specified in SFAS
     No. 121 to determine when a long-lived asset is to be considered held for
     sale. We believe that the adoption of SFAS No. 143 and SFAS No. 144 will
     not have a significant impact on our financial statements.

                                      -10-

<PAGE>

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

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

     (a) Forward-Looking Statements

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

     (b) Results of Operations

     Gross Revenues
     Gross revenues of the Partnership increased to $314,309 for the three
     months ended March 31, 2002 from $290,880 for the three months ended March
     31, 2001 due to the increase in equity in income of joint ventures, which
     is largely attributable to (i) increased rental rates at the Bellsouth
     Building and the Quest Building, (ii) increased common area maintenance
     reimbursement billings to tenants at the Quest Building, (iii) receivables
     due from tenants at Tanglewood Commons that were written-off in 2001 (iv)
     decreased depreciation expense for the BellSouth Building as tenant
     improvements became fully depreciated upon the expiration of the BellSouth
     lease in June 2001. The increase in equity in income of joint ventures is
     partially offset by (i) receivables due from tenants at Hannover Center
     that were written-off in 2002, (ii) a decrease in interest income earned
     from all of the joint ventures due to the general decline in interest
     rates, and (iii) a reduction in common area maintenance reimbursement
     billings to tenants at the US Cellular Building. Tenants are billed for
     common area maintenance reimbursements at estimated amounts, which are
     reconciled as tenants are billed (credited) for the net annual under (over)
     billings in the followings year.

     Expenses
     Expenses of the Partnership increased to $25,883 for the three months ended
     March 31, 2002 from $16,768 for the three months ended March 31, 2001
     primarily due to increases in (i) partnership administration expenses as a
     result of hiring additional personnel during the last three quarters of
     2001 and (ii) legal and accounting fees due to a change in the timing of
     when services were rendered during 2002 compared to 2001. As a result, net
     income increased to $288,426 for the three months ended March 31, 2002 from
     $274,112 for the three months ended March 31, 2001.

     Distributions
     The Partnership declared cash distributions of investment income and a
     return of capital to limited partners holding Class A Units of $0.24 per
     unit for the three months ended March 31, 2002 and $0.22 per unit for the
     same period in 2001. The General Partners anticipate that distributions per
     unit to the Class A limited partners will continue in 2002 at a level at
     least comparable with 2001 cash distributions on an annual basis. No cash
     distributions were made to Limited Partners holding Class B Units.

                                      -11-

<PAGE>

     (c) Liquidity and Capital Resources

     Net cash used in operating activities increased to $24,380 for the three
     months ended March 31, 2002 from $17,811 for the three months ended March
     31, 2001 primarily due to the increase in expenses described above. Net
     cash provided by investing activities increased to $804,064 for the three
     months ended March 31, 2002 from $588,670 for the same period in 2001 due
     to the corresponding increase in earnings from joint ventures for the
     fourth quarter of 2001 compared to the same period in 2000 (specifically
     related to the increases in revenues for the BellSouth Building and the
     Quest Building as described above), thereby resulting in a greater amount
     of distributions for the first quarter of 2002 as compared to 2001. Net
     cash used in financing activities increased to $684,091 for the three
     months ended March 31, 2002 from $579,648 for the same period in 2001 due
     to the increase in cash available for distributions resulting from the
     increase in cash flows provided by investing activities described above,
     offset by a reserve of approximately $100,000 for future operating costs.

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

     (d) Inflation

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

     (e) Critical Accounting Policies

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

     The accounting policies that we consider to be critical, in that they may
     require complex judgment in

                                      -12-

<PAGE>

     their application or require estimates about matters that are inherently
     uncertain, are discussed below. For further information related to the
     Partnership's accounting policies, including the critical accounting
     policies described below, refer to the report filed for the Partnership on
     Form 10-K for the year ended December 31, 2001.

     Straight-Lined Rental Revenues

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

     Operating Cost Reimbursements

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

     Real Estate

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

            (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6 (b.) No reports on Form 8-K were filed during the first quarter of 2002.

                                   SIGNATURES

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

                              WELLS REAL ESTATE FUND VIII, L.P.
                              (Registrant)
Dated: May 10, 2002    By:    /s/ Leo F. Wells, III
                              ---------------------
                              Leo F. Wells, III, as Individual
                              General Partner, and as President,
                              Sole Director, and Chief Financial
                              Officer of Wells Capital, Inc., the
                              General Partner of Wells Partners, L.P.

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