<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, 2001                 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                                  0-17876
                       ---------------------------------------------------------

                         WELLS REAL ESTATE FUND II-OW
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                    <C>
                           Georgia                                                              58-1754703
-------------------------------------------------------------         -------------------------------------------------------------
(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 II-OW

                    (A Georgia Public Limited Partnership)

                                     INDEX

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

 Item 1.  Financial Statements

          Balance Sheets--March 31, 2001 and December 31, 2000                                                       3

          Statements of Income for the Three Months Ended March 31, 2001 and 2000                                    4

          Statements of Partners' Capital for the Year Ended December 31, 2000 and the Three                         5
             Months Ended March 31, 2001

          Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000                                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                                                                                         19
</TABLE>

                                      -2-
<PAGE>

                         WELLS REAL ESTATE FUND II-OW

                    (A Georgia Public Limited Partnership)

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               March 31,       December 31,
                                                                 2001              2000
                                                             -----------      -------------
<S>                                                          <C>              <C>
ASSETS:
  Investment in joint venture (Note 2)                       $1,065,209         $1,082,280
  Cash and cash equivalents                                       1,290              1,127
  Due from affiliate                                             28,612             26,245
                                                             ----------         ----------
       Total assets                                          $1,095,111         $1,109,652
                                                             ==========         ==========

LIABILITIES AND PARTNERS' CAPITAL:
  Liabilities:
     Accounts payable                                        $      879         $      630
     Partnership distributions payable                           26,521             26,342
                                                             ----------         ----------
       Total liabilities                                         27,400             26,972
                                                             ----------         ----------
  Partners' capital:
     Limited partners:
       Class A--6,062 units                                   1,067,711          1,082,680
       Class B--1,626 units                                           0                  0
                                                             ----------         ----------
       Total partners' capital                                1,067,711          1,082,680
                                                             ----------         ----------
       Total liabilities and partners' capital               $1,095,111         $1,109,652
                                                             ==========         ==========
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -3-
<PAGE>

                         WELLS REAL ESTATE FUND II-OW

                    (A Georgia Public Limited Partnership)

                             STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                               ---------------------------
                                                                                March 31,        March 31,
                                                                                   2001            2000
                                                                               -----------      ----------
<S>                                                                            <C>              <C>
REVENUES:
  Equity in income of joint ventures (Note 2)                                   $ 11,542        $  8,632
  Interest income                                                                     10               0
                                                                                --------        --------
                                                                                $ 11,552        $  8,632
                                                                                ========        ========

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS                                $ 11,552        $  8,632
                                                                                ========        ========

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS                                  $   0.00        $   0.00
                                                                                ========        ========

NET INCOME PER CLASS A LIMITED PARTNER UNIT                                     $   1.91        $   1.42
                                                                                ========        ========

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

CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT                              $   4.38        $   4.38
                                                                                ========        ========
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -4-
<PAGE>

                          WELLS REAL ESTATE FUND II-OW

                     (A Georgia Public Limited Partnership)


                        STATEMENTS OF PARTNERS' CAPITAL

                    FOR THE YEAR ENDED DECEMBER 31, 2000 AND

                       THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                 Limited Partners
                                             --------------------------------------------------------
                                                        Class A                       Class B                Total
                                             ----------------------------     -----------------------       Partners'
                                               Units            Amounts         Units        Amounts         Capital
                                             ----------       -----------     ---------    ----------     ------------
<S>                                         <C>               <C>             <C>          <C>            <C>
BALANCE, December 31, 1999                        6,062       $ 1,162,395         1,626    $        0      $  1,162,395

  Net income                                          0            28,101             0             0            28,101
  Partnership distributions                           0          (107,816)            0             0          (107,816)
                                             ----------       -----------     ---------    ----------      ------------
BALANCE, December 31, 2000                        6,062         1,082,680         1,626             0         1,082,680

  Net income                                          0            11,552             0             0            11,552
  Partnership distributions                           0           (26,521)            0             0           (26,521)
                                             ----------       -----------     ---------    ----------      ------------
BALANCE, March 31, 2001                           6,062       $ 1,067,711         1,626    $        0      $  1,067,711
                                             ==========       ===========     =========    ==========      ============
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -5-
<PAGE>

                         WELLS REAL ESTATE FUND II-OW

                    (A Georgia Public Limited Partnership)


                           STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                           ------------------------------
                                                                            March 31,          March 31
                                                                               2001              2000
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                               $     11,552      $      8,632
  Adjustments to reconcile net income to net cash provided by
   operating activities:
        Equity in income of joint ventures                                      (11,542)           (8,632)
        Changes in assets and liabilities:
         Accounts payable                                                           249               141
                                                                           ------------      ------------
           Net cash provided by operating activities                                259               141
                                                                           ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Distributions received from joint ventures                                     26,246            25,335
                                                                           ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Partnership distributions paid                                                (26,342)          (26,535)
                                                                           ------------      ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                163            (1,059)

CASH AND CASH EQUIVALENTS, beginning of year                                      1,127             3,865
                                                                           ------------      ------------
CASH AND CASH EQUIVALENTS, end of period                                   $      1,290      $      2,806
                                                                           ============      ============
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -6-
<PAGE>

                         WELLS REAL ESTATE FUND II-OW

                    (A Georgia Public Limited Partnership)


                    CONDENSED NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 2001


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) General

     Wells Real Estate Fund II-OW (the "Partnership") is a Georgia public
     limited partnership with Leo F. Wells, III and Wells Capital, Inc. serving
     as a General Partners. The Partnership was formed on October 23, 1987 for
     the purpose of acquiring, developing, constructing, owning, operating,
     improving, leasing, and otherwise managing income-producing commercial or
     industrial properties for investment purposes. The Partnership has two
     classes of limited partnership interests, Class A and Class B units.
     Limited partners shall have the right to change their prior elections to
     have some or all of their units treated as Class A units or Class B units
     one time during each quarterly accounting period. Limited partners may vote
     to, among other things, (a) amend the partnership agreement, subject to
     certain limitations, (b) change the business purpose or investment
     objectives of the Partnership, and (c) remove a general partner. A majority
     vote on any of the above described matters will bind the Partnership,
     without the concurrence of the general partners. Each limited partnership
     unit has equal voting rights, regardless of class.

     On November 6, 1987, the Partnership commenced a public offering of its
     limited partnership units pursuant to a Registration Statement filed on
     Form S-11 under the Securities Act of 1933. The Partnership terminated its
     offering on September 7, 1988 and received gross proceeds of $1,922,000
     representing subscriptions from 219 Limited Partners, composed of two
     classes of limited partnership interests, Class A and Class B limited
     partnership units.

     The Partnership owns equity interests in properties through its ownership
     in the following joint ventures between the Partnership and other Wells
     Real Estate Fund: (i) a joint venture between the Partnership and Wells
     Real Estate Fund II (the "Fund II-Fund II-OW Joint Venture"), (ii) a joint
     venture between the Fund II-Fund II-OW Joint Venture and Wells Real Estate
     Fund III, L.P. ("Fund II-Fund III Associates"), (iii) a joint venture among
     Fund II-Fund III Associates, Wells Real Estate Fund VI, L.P., and Wells
     Real Estate Fund VII, L.P. ("Fund II, III, VI, VII Associates"), (iv) a
     joint venture between the Fund II-Fund II-OW Joint Venture and Wells Real
     Estate Fund I (the "Tucker Joint Venture"), and (v) a joint venture among
     Wells Real Estate Fund I, the Fund II-Fund II-OW Joint Venture, Wells Real
     Estate Fund VI, L.P., and Wells Real Estate Fund VII, L.P. ("Fund I, II,
     II-OW, VI, VII Joint Venture").

     As of March 31, 2001, the Partnership owned interests in the following
     properties through its ownership of the foregoing joint ventures: (i) a
     two-story office building located in Charlotte, North Carolina ("First
     Union at Charlotte"), (ii) a four-story office building located in
     metropolitan Houston, Texas (the "Atrium"), (iii) a restaurant located in
     Fulton County, Georgia (the "Brookwood Grill"), (iv) an office/retail
     center in Fulton County, Georgia ("Holcomb Bridge Road Property"),

                                      -7-
<PAGE>

     (v) a retail shopping and commercial office complex located in Tucker,
     Georgia (the "Heritage Place at Tucker Property"), and (vi) a shopping
     center located in Cherokee County, Georgia (the "Cherokee Commons"). All of
     the foregoing properties were acquired on an all cash basis. For further
     information regarding these joint ventures and properties, refer to the
     Partnership's Form 10-K for the year ended December 31, 2000.

     (b) Basis of Presentation

     The financial statements of the Partnership have been prepared in
     accordance with instructions to Form 10-Q and do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. These quarterly statements
     have not been examined by independent accountants, but in the opinion of
     the General Partners, the statements for the unaudited interim periods
     presented include all adjustments, which are of a normal and recurring
     nature, necessary to present a fair presentation of the results for such
     periods.

2.   INVESTMENTS IN JOINT VENTURES

     The Partnership owned interests in six properties as of March 31, 2001
     through its interest in the Fund II-Fund II-OW Joint Venture. The
     Partnership does not have control over the operations of the joint venture;
     however, it does exercise significant influence. Accordingly, investment in
     joint ventures are recorded using the equity method

     Fund II-Fund II-OW Joint Venture

     The Partnership owns all of its properties through the Fund II-Fund II-OW
     Joint Venture formed on March 1, 1988 between the Partnership and Wells
     Real Estate Fund II ("Wells Fund II"). Wells Fund II is a Georgia public
     limited partnership affiliated with the Partnership through common general
     partners. The investment objectives of Wells Fund II are substantially
     identical to those of the Partnership. As of March 31, 2001, the
     Partnership's equity interest in the Fund II-Fund II-OW Joint Venture was
     approximately 5%, and the equity interest of Wells Fund II was
     approximately 95%.

                                      -8-
<PAGE>

Following are the financial statements for Fund II-Fund II-OW:

                              FUND II-FUND II-OW

                           (A Georgia Joint Venture)


                                BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                           March 31,       December 31,
                                                                             2001              2000
                                                                          ------------    ---------------
<S>                                                                       <C>             <C>
ASSETS:
  Real estate, at cost:
     Land                                                                  $ 1,367,856        $ 1,367,856
     Building and improvements, less accumulated depreciation of
        $3,451,036 in 2001 and $3,359,119 in 2000                            4,320,082          4,411,999
                                                                          ------------    ---------------
          Total real estate assets                                           5,687,938          5,779,855
  Investments in joint ventures                                             14,351,908         14,576,863
  Cash and cash equivalents                                                    157,614            144,731
  Due from affiliates                                                          378,131            352,673
  Accounts receivable                                                           19,725                  0
  Prepaid expenses and other assets                                              4,782              8,234
                                                                          ------------    ---------------
          Total assets                                                    $ 20,600,098    $    20,862,356
                                                                          ============    ===============

LIABILITIES AND PARTNERS' CAPITAL:
  Liabilities:
     Accounts Payable and accrued expenses                                 $    19,724        $     5,089
     Partnership distributions payable                                         538,828            494,260
                                                                          ------------    ---------------
          Total liabilities                                                    558,552            499,349
                                                                          ------------    ---------------
Partners' capital:
     Wells Real Estate Fund II                                              18,976,337         19,280,727
     Wells Real Estate Fund II-OW                                            1,065,209          1,082,280
                                                                          ------------    ---------------
          Total partners' capital                                           20,041,546         20,363,007
                                                                          ------------    ---------------
          Total liabilities and partners' capital                          $20,600,098        $20,862,356
                                                                          ============    ===============
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -9-
<PAGE>

                       FUND II-FUND II-OW JOINT VENTURE

                           (A Georgia Joint Venture)


                             STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                          ---------------------------
                                                                            March 31,       March 31,
                                                                               2001            2000
                                                                          -----------      ----------
<S>                                                                        <C>             <C>
REVENUES:
  Rental income                                                              $211,018        $211,018
  Equity in income of joint ventures                                          153,176         103,045
  Interest income                                                               2,495             138
                                                                          -----------      ----------
                                                                              366,689         314,201
                                                                          -----------      ----------
EXPENSES:
  Management and leasing fees                                                  12,796          12,790
  Lease acquisition costs                                                       4,588           4,589
  Operating costs--rental property                                              9,214           3,766
  Depreciation                                                                 91,917          91,917
  Legal and accounting                                                         17,066          22,607
  Computer costs                                                                1,200           3,067
  Partnership administration                                                   12,540          12,895
                                                                          -----------      ----------
                                                                              149,321         151,631
                                                                          -----------      ----------
NET INCOME                                                                   $217,368        $162,570
                                                                          ===========      ==========

NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND II                            $205,826        $153,938
                                                                          ===========      ==========

NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND II-OW                         $ 11,542        $  8,632
                                                                          ===========      ==========
</TABLE>

           See accompanying condensed notes to financial statements.

                                      -10-
<PAGE>

   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 of the Partnership and notes thereto. This
   Report contains forward-looking statements, within the meaning of Section 27A
   of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
   of 1934, including discussion and analysis of the financial condition of the
   Partnership, anticipated capital expenditures required to complete certain
   projects, and certain other matters. Readers of this Report should be aware
   that there are various factors that could cause actual results to differ
   materially from any forward-looking statement made in this Report, which
   include 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 flow.

1. RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS

   General

   As of March 31, 2001, the developed properties owned by the Fund II-Fund II-
   OW Joint Venture were 97.0% occupied as compared to 97.4% occupied as of
   March 31, 2000.

   Gross revenues of the Partnership increased to $11,552 for the three months
   ended March 31, 2001 from $8,632 for the three months ended March 31, 2000
   due to an increase in equity in income of joint ventures resulting from
   increased rental renewal rates at the Cherokee Property, as well as increased
   common area maintenance billings to tenants at the Atrium Property. Total
   administrative expenses of the Partnership, which are incurred at the joint
   venture level decreased slightly due to decreased accounting fees and
   computer expenses.

   The Partnership's net cash provided by investing activities increased to
   $26,246 for 2001 from $25,335 in 2000, primarily due to increased
   distributions received from joint ventures as a result of additional earnings
   explained above.  The Fund anticipates receiving less distributions in the
   following three quarters due to the vacancy at the First Union Property
   occurring April 2001.  The management team is currently working on leasing
   this space.

   Fund II-Fund II-OW Joint Venture distributions accrued to the Partnership at
   March 31, 2001 and December 31, 2000 were $28,612 and $26,245, respectively.

   The Partnership made cash distributions to the Limited Partners holding Class
   A Units for the first quarter of 2001 and 2000 in the amount of $4.38 per
   Unit.  No cash distributions were made by the Partnership to the Limited
   Partners holding Class B Units or to the General Partner.

   The Partnership recently made the decision to begin selling its properties.
   As previous reported, four properties have been identified as sales
   candidates. However, based on current market conditions, the Partnership
   decided to temporarily postpone active marketing efforts

                                      -11-
<PAGE>

   for two properties. The management team anticipates renewing the marketing
   efforts by the end of 2001. As the properties are sold, all proceeds will be
   returned to limited partners in accordance with the Partnership's prospectus.
   Management estimates that the fair market value of each of the properties
   exceeds the carrying value of the corresponding real estate assets;
   consequently, no impairment loss has been recorded. In the event that the net
   sales proceeds are less than the carrying value of the property sold, the
   Partnership would recognize a loss on the sale. Management is not
   contractually or financially obligated to sell any of its properties, and it
   is management's current intent to fully realize the Partnership's investment
   in real estate. The success of the Partnership's future operations and the
   ability to realize the investment in its assets will be dependent on the
   Partnership's ability to maintain rental rates, occupancy and an appropriate
   level of operating expenses in future years. Management believes that the
   steps that it is taking will enable the Partnership to realize its investment
   in its assets.

                                      -12-
<PAGE>

2. PROPERTY OPERATIONS

   As of March 31, 2001, the Partnership owned interests in the following
   properties through the Fund II-Fund II-OW Joint Venture:

                First Union at Charlotte/Fund II and Fund II-OW

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                             ----------------------------
                                                                              March 31,        March 31,
                                                                                 2001             2000
                                                                             -----------      -----------
<S>                                                                          <C>              <C>
Revenues:
  Rental  income                                                                $211,018         $211,018
                                                                             -----------      -----------
Expenses:
  Depreciation                                                                    91,917           91,917
  Management and leasing expenses                                                 17,384           17,379
  Other operating expenses                                                         9,050            3,627
                                                                             -----------      -----------
                                                                                 118,351          112,923
                                                                             -----------      -----------
Net income                                                                      $ 92,667         $ 98,095
                                                                             ===========      ===========

Occupied percentage                                                                  100%             100%
                                                                             ===========      ===========

Partnership's ownership percentage                                                   5.3%             5.3%
                                                                             ===========      ===========

Cash distributions to the Fund II-Fund II-OW Joint Venture*                     $189,172         $194,600
                                                                             ===========      ===========

Net income generated to the Fund II-Fund II-OW Joint Venture*                   $ 92,667         $ 98,095
                                                                             ===========      ===========
</TABLE>

*The Partnership holds a 5% ownership in the Fund II-Fund II-OW Joint Venture.

Rental income, depreciation expenses, and management and leasing fees remained
relatively stable in 2001, as compared to 2000, due to the stable occupancy.
Other operating expenses increased in 2001, as compared to 2000, primarily due
to increased accounting fees and legal fees.

The building's lease expires on April 30, 2001 and the tenant plans to vacant
the property.  The management team currently is working on leasing the space.

                                      -13-
<PAGE>

            Boeing at the Atrium/Fund II and Fund III Joint Venture
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                            ----------------------------
                                                                              March 31,        March 31,
                                                                                2001             2000
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
Revenues:
  Rental income                                                                $367,536         $367,536
                                                                            -----------      -----------
Expenses:
  Depreciation                                                                  196,077          216,930
  Management and leasing expenses                                                46,378           45,060
  Other operating expenses, net of reimbursement                                119,575          150,182
                                                                            -----------      -----------
                                                                                362,030          412,172
                                                                            -----------      -----------
Net income (loss)                                                              $  5,506         $(44,636)
                                                                            ===========      ===========

Occupied percentage                                                                 100%             100%
                                                                            ===========      ===========

Partnership's ownership percentage                                                  3.3%             3.3%
                                                                            ===========      ===========

Cash distributions to the Fund II-Fund II-OW Joint Venture*                    $139,896         $ 86,980
                                                                            ===========      ===========

Net income (loss) allocated to Fund II-Fund II-OW Joint Venture*               $  3,375         $(27,356)
                                                                            ===========      ===========
</TABLE>

*The Partnership holds a 5% ownership in the Fund II-Fund II-OW Joint Venture.


Rental income remained stable in 2001, as compared to 2000, due to the stable
occupancy. Depreciation expense decreased due to furniture and fixtures reaching
full depreciation this year. Other operating expenses decreased due to an
increase in common area maintenance billings to tenants. Tenants are billed an
estimated amount for current year common area maintenance reimbursements, which
are reconciled the following year, and the difference billed or credited to the
tenant.

Cash distributions to the Fund II-Fund II-OW Joint Venture were lower in 2000,
as a result of withholding distributions in order to fund capital expenditures
for the property's exterior caulking and coating during the first quarter of
2000 of approximately $50,000.

                                      -14-
<PAGE>

              Brookwood Grill/Fund II and Fund III Joint Venture

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                              ---------------------------
                                                                               March 31,        March 31,
                                                                                  2001             2000
                                                                               ---------        ---------
<S>                                                                          <C>              <C>
Revenues:
  Rental income                                                                  $56,238          $56,187
  Equity in income of joint venture                                                6,934           16,903
                                                                             -----------      -----------
                                                                                  63,172           73,090
                                                                             -----------      -----------
Expenses:
  Depreciation                                                                    13,504           13,503
  Management and leasing expenses                                                  8,168            6,704
  Other operating expenses, net of reimbursement                                  (1,179)          10,092
                                                                             -----------      -----------
                                                                                  20,493           30,299
                                                                             -----------      -----------
Net income                                                                       $42,679          $42,791
                                                                             ===========      ===========

Occupied percentage                                                                  100%             100%
                                                                             ===========      ===========

Partnership's ownership percentage                                                   3.3%             3.3%
                                                                             ===========      ===========

Cash distributions to the Fund II-Fund II-OW Joint Venture*                      $58,518          $57,710
                                                                             ===========      ===========

Net income allocated to the Fund II-Fund II-OW Joint Venture*                    $26,610          $26,680
                                                                             ===========      ===========
</TABLE>

* The Partnership holds a 5% ownership in the Fund II-Fund II-OW Joint Venture.

Total revenues decreased due to a decrease in equity in income of joint ventures
resulting from establishing a reserve for uncollectable accounts receivable at
the Holcomb Bridge Property.

Other operating expenses decreased due to an increase in property tax
reimbursements.  Tenants are billed an estimated amount for current year common
area maintenance reimbursements, which are reconciled the following year, and
the difference billed or credited to the tenant.

Based on current market conditions and other factors, the Partnership decided to
temporarily postpone active marketing efforts for the Brookwood Grill Property.
Management anticipates renewing the marketing efforts by the end of 2001.

                                      -15-
<PAGE>

            Holcomb Bridge Road/Fund II, III, VI, VII Joint Venture

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                            -----------------------------
                                                                              March 31,        March 31,
                                                                                2001             2000
                                                                            ------------      -----------
<S>                                                                         <C>               <C>
Revenues:
  Rental income                                                                 $210,378         $222,157
                                                                            ------------      -----------
Expenses:
  Depreciation                                                                    78,566          104,130
  Management and leasing expenses                                                 27,664           30,586
  Other operating expenses, net of reimbursement                                  75,341           17,218
                                                                            ------------      -----------
                                                                                 181,571          151,934
                                                                            ------------      -----------
Net income                                                                      $ 28,807         $ 70,223
                                                                            ============      ===========

Occupied percentage                                                                   92%             100%
                                                                            ============      ===========

Partnership's ownership percentage                                                   0.8%             0.8%
                                                                            ============      ===========

Cash distributions to the Fund II-Fund III Joint Venture*                       $ 37,385         $ 45,947
                                                                            ============      ===========

Net income allocated to the Fund II-Fund III Joint Venture*                     $  6,934         $ 16,903
                                                                            ============      ===========
</TABLE>

*The Partnership holds a 3.3% ownership in the Fund II-Fund III Joint Venture.

Rental income, management and leasing fees, and cash distribution to partners
decreased in 2001, as compared to 2000, due to decreased occupancy at the
property.

Depreciation expense decreased in 2001, as compared to 2000, as certain tenant
improvement became full depreciation at the end of 2000.  Other operating
expenses increased due to increased accountings fees and a reserve established
for doubtful accounts receivable of approximately $56,000.

Based on current market conditions and other factors, the Partnership decided to
temporarily postpone active marketing efforts for the Holcomb Bridge Property.
Management anticipates renewing the marketing efforts by the end of 2001.

                                      -16-
<PAGE>

         Heritage Place at Tucker Property/FundI-Fund II Joint Venture

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                            -----------------------------
                                                                               March 31,        March 31,
                                                                                  2001            2000
                                                                            ------------     ------------
<S>                                                                         <C>              <C>
Revenues:
  Rental income                                                                 $337,369         $337,144
  Interest income                                                                    109              142
                                                                            ------------     ------------
                                                                                 337,478          337,286
                                                                            ------------     ------------
Expenses:
  Depreciation                                                                   117,190          122,336
  Management and leasing expenses                                                 34,787           28,578
  Other operating expenses, net of reimbursement                                 125,849          129,039
                                                                            ------------     ------------
                                                                                 277,826          279,953
                                                                            ------------     ------------
Net income                                                                      $ 59,652         $ 57,333
                                                                            ============     ============

Occupied percentage                                                                   86%              88%
                                                                            ============     ============

Partnership's ownership percentage                                                   2.4%             2.4%
                                                                            ============     ============

Cash distributions to the Fund II-Fund II-OW Joint Venture*                     $ 23,978         $ 34,763
                                                                            ============     ============

Net income allocated to the Fund II-Fund II-OW Joint Venture*                   $ 26,790         $ 25,743
                                                                            ============     ============
</TABLE>

*The Partnership holds a 5% ownership in the Fund II-Fund II-OW Joint Venture.

Rental income and net income remained stable.  Depreciation expenses decreased
in 2001, as compared to 2000, primarily due to assets reaching full depreciation
in 2000.  Management and leasing expenses increased in 2001, as compared to
2000, due to increased renewal fees.

Cash distributions decreased as a result of withholding operating cash flows in
order to fund capital improvements for the replacement of the air conditioning
system during the first quarter of 2001.

This property is currently being marketed for sale by The Dryman Team.  The
management team is considering separating the retail portion for this property
from the office portion creating a condominium for the office buildings.  The
legal and site work have been completed so that the management team can market
this property to investors.  The Partnership's goal is to have this property
sold by the end of 2002.

                                      -17-
<PAGE>

         Cherokee Commons/Fund I, II, II-OW, VI, and VII Joint Venture

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                            ---------------------------
                                                                            March 31,        March 31,
                                                                               2001             2000
                                                                            ------------     ------------
<S>                                                                         <C>               <C>
Revenues:
  Rental income                                                                 $253,584         $242,861
  Interest income                                                                  3,424                7
                                                                            ------------     ------------
                                                                                 257,008          242,868
                                                                            ------------     ------------
Expenses:
  Depreciation                                                                   109,049          110,562
  Management and leasing expenses                                                 24,680           16,355
  Other operating expenses, net of reimbursement                                 (53,405)         (26,968)
                                                                            ------------     ------------
                                                                                  80,324           99,949
                                                                            ------------     ------------
Net income                                                                      $176,684         $142,919
                                                                            ============     ============

Occupied percentage                                                                   98%              97%
                                                                            ============     ============

Partnership's ownership percentage                                                   2.9%             2.9%
                                                                            ============     ============

Cash distributions to the Fund II-Fund II-OW Joint Venture*                     $155,739         $140,365
                                                                            ============     ============

Net income allocated to the Fund II-Fund II-OW Joint Venture*                   $ 96,401         $ 77,978
                                                                            ============     ============
</TABLE>

*The Partnership holds a 5% ownership in the Fund II-Fund II-OW Joint Venture.

Rental income increased for 2001, as compared to 2000, due to increased rental
rates.  Management and leasing expenses increased in 2001, as compared to 2000,
due to increased leasing commissions incurred as new tenants were acquired
during 2001.

Other operating expenses were negative for 2001 and 2000 due to adjustments for
additional common area maintenance reimbursement estimates in 2001.  Tenants are
billed an estimated amount for the current year's common area maintenance
reimbursements, which are reconciled in the following year, and the difference
is billed or credited to the tenants.

The property is currently being actively marketed for sale to prospective
investors throughout the country by CB Richard Ellis.  The Partnership's goal is
to have this property sold by the end of 2002.

                                      -18-
<PAGE>

                          PART II.  OTHER INFORMATION

ITEM 6 (b.)  No reports on Form 8-K were filed during the first quarter of 2001.

                                  SIGNATURES

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

                           WELLS REAL ESTATE FUND II-OW
                           (Registrant)
Dated:  May 10, 2001   By: /s/ Leo F. Wells, III
                           ---------------------
                           Leo F. Wells, III, as Individual
                           General Partner, and as President
                           and Chief Financial Officer
                           of Wells Capital, Inc.,
                           the Corporate General Partner

                                      -19-