<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         June 30, 2000                  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                  0-16518
                       -----------------------------------------------------

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

          Georgia                                         58-1678709
-------------------------------                     ----------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                     Identification Number)

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

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


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

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

Item 1.  Financial Statements

<S>                                                                     <C>
         Balance Sheets--June 30, 2000 and December 31, 1999                3

         Statements of Income for the Three Months and
           Six Months Ended June 30, 2000 and 1999                          4

         Statements of Partners' Capital for the Year Ended
           December 31, 1999 and the Six Months Ended June 30, 2000         5


         Statements of Cash Flows for the Six Months Ended
           June 30, 2000 and 1999                                           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



                                                      June 30,  December 31,
                                                        2000        1999
                                                     ---------- -----------
ASSETS:
  Investment in joint venture (Note 2)               $1,122,936  $1,159,995
  Cash and cash equivalents                               1,522       3,865
  Due from affiliate                                     27,724      25,335
                                                     ----------  ----------
          Total assets                               $1,152,182  $1,189,195
                                                     ==========  ==========

LIABILITIES AND PARTNERS' CAPITAL:
  Liabilities:
    Accounts payable                                 $      382  $      264
    Partnership distributions payable                    27,474      26,536
                                                     ----------  ----------
          Total liabilities                              27,856      26,800
                                                     ----------  ----------
  Partners' capital:
    Limited partners:
      Class A--6,062 units                            1,124,326   1,162,395
      Class B--1,626 units                                    0           0
                                                     ----------  ----------
          Total partners' capital                     1,124,326   1,162,395
                                                     ----------  ----------
          Total liabilities and partners' capital    $1,152,182  $1,189,195
                                                     ==========  ==========



           See accompanying condensed notes to financial statements.

                                      -3-
<PAGE>

                          WELLS REAL ESTATE FUND II-OW

                     (A Georgia Public Limited Partnership)


                              STATEMENTS OF INCOME

<TABLE>

                                                  Three Months Ended         Six Months Ended
                                                 ---------------------     --------------------
                                                 June 30,     June 30,     June 30,    June 30,
                                                   2000         1999         2000        1999
                                                 --------     --------     --------    --------
<S>                                              <C>          <C>          <C>         <C>
REVENUES:
  Equity in income of joint venture (Note 2)     $7,300       $4,037      $15,932      $7,588
                                                 ------       ------      -------      ------
EXPENSES:
  Partnership administration                          0            0            0           0
                                                 ------       ------      -------      ------
  Net income                                     $7,300       $4,037      $15,932      $7,588
                                                 ======       ======      =======      ======

NET INCOME ALLOCATED TO CLASS A                  $7,300       $4,037      $15,932      $7,588
LIMITED PARTNERS                                 ======       ======      =======      ======

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

NET INCOME PER CLASS A LIMITED                   $ 1.21       $ 0.67      $  2.63      $ 1.25
PARTNER UNIT                                     ======       ======      =======      ======

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

CASH DISTRIBUTION PER CLASS A                    $ 4.53       $ 3.45      $  8.91      $ 7.19
LIMITED PARTNER UNIT                             ======       ======      =======      ======

</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, 1999 AND

                         SIX MONTHS ENDED JUNE 30, 2000



<TABLE>
<CAPTION>


                                                            Limited Partners
                                         --------------------------------------------------
                                               Class A                       Class B            Total
                                         ------------------------       -------------------    Partners'
                                          Units         Amounts         Units       Amounts     Capital
                                         -------      -----------       ------      -------    --------
<S>                                       <C>         <C>              <C>         <C>        <C>

BALANCE, December 31, 1998                6,062       $1,236,239         1,626        $0      $1,236,239

Net income                                    0           20,918             0         0          20,918
Partnership distributions                     0          (94,762)            0         0         (94,762)
                                          -----       ----------         -----       ---      ----------
BALANCE, September 30, 1999               6,062        1,162,395         1,626         0       1,162,395

Net income                                    0           15,932             0         0          15,932
Partnership distributions                     0          (54,001)            0         0         (54,001)
                                          -----       ----------         -----       ---      ----------
BALANCE, June 30, 2000                    6,062       $1,124,326         1,626        $0      $1,124,326
                                          =====       ==========         =====       ===      ==========
</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>

                                                                     Six Months Ended
                                                                    ------------------
                                                                    June 30   June 30,
                                                                      2000      1999
                                                                    --------  --------
<S>                                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $ 15,932   $  7,589
                                                                    --------   --------
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Equity in income of joint ventures                             (15,932)    (7,589)
      Changes in assets and liabilities:
        Accounts payable                                                 117        858
                                                                    --------   --------
          Total adjustments                                          (15,815)    (6,731)
                                                                    --------   --------
          Net cash provided by operating activities                      117        858
                                                                    --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Distributions received from joint ventures                          50,603     41,532
                                                                    --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions to partners                                          (53,063)   (41,672)
                                                                    --------   --------
NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                                         (2,343)       718

CASH AND CASH EQUIVALENTS, beginning of year                           3,865        669
                                                                    --------   --------
CASH AND CASH EQUIVALENTS, end of period                            $  1,522   $  1,387
                                                                    ========   ========
</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

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a) General

    Wells Real Estate Fund II-OW (the "Partnership") is a Georgia public limited
    partnership having Leo F. Wells, III and Wells Capital, Inc., a Corporation,
    as General Partners. The Partnership was formed on October 23, 1987 for the
    purpose of acquiring, developing, constructing, owning, operating,
    improving, leasing, and otherwise managing for investment purposes income-
    producing commercial or industrial properties.

    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: (i) Fund II-Fund II-OW Joint Venture, a joint
    venture between the Partnership and Wells Real Estate Fund II (the "Fund II-
    Fund II-OW Joint Venture"); (ii) Fund II-Fund III Joint Venture, a joint
    venture among the Fund II-Fund II-OW Joint Venture and Wells Real Estate
    Fund III, L.P. ("Fund II-Fund III Associates"); (iii) Fund II-III-VI-VII
    Joint Venture, a joint venture among the Fund II-Fund III Joint Venture,
    Wells Real Estate Fund VI, L.P., and Wells Real Estate Fund VII, L.P. ("Fund
    II, III, VI, VII Associates"); (iv) Fund I-Fund II Joint Venture, a joint
    venture among the Fund II-Fund II-OW Joint Venture and Wells Real Estate
    Fund I ("the Tucker Joint Venture"); and (v) Fund I, II, II-OW, VI, VII
    Joint Venture, 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 June 30, 2000, 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"); (v) a retail shopping and
    commercial office complex located in Tucker, Georgia (the "Heritage Place at
    Tucker"); 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, 1999.

    (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

                                      -7-
<PAGE>

    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.  INVESTMENT IN JOINT VENTURE

    The Partnership owned interests in six properties as of June 30, 2000
    through its interest in the Fund II-Fund II-OW Joint Venture. The
    Partnership does not have control over the operations of the joint ventures;
    however, it does exercise significant influence. Accordingly, investment in
    joint venture is recorded on the equity method.

    Fund II-Fund II-OW Joint Venture

    The Partnership owns all of its properties through a joint venture (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 June 30,
    2000, 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>
                                                          June 30,   December 31,
                                                            2000          1999
                                                         ---------   ------------
<S>                                                     <C>           <C>
ASSETS:
  Real estate, at cost:
    Land                                                $ 1,367,856  $ 1,367,856
    Building and improvements, less accumulated
      depreciation of $3,175,284 in 2000 and
      $2,991,452 in 1999                                  4,595,834    4,779,666
                                                        -----------  -----------
        Total real estate assets                          5,963,690    6,147,522
                                                        -----------  -----------

  Investments in joint ventures                          15,149,509   15,654,420
  Cash and cash equivalents                                 119,422      162,241
  Due from affiliates                                       402,135      312,901
  Accounts receivable                                             0        2,149
  Prepaid expenses and other assets                          16,019       24,473
                                                        -----------  -----------
       Total assets                                     $21,650,775  $22,303,706
                                                        ===========  ===========

LIABILITIES AND PARTNERS' CAPITAL:
  Liabilities:
    Partnership distributions payable                   $   522,111  $   477,122
                                                        -----------  -----------
  Partners' capital:
    Wells Real Estate Fund II                            20,005,728   20,666,589
    Wells Real Estate Fund II-OW                          1,122,936    1,159,995
                                                        -----------  -----------
        Total partners' capital                          21,128,664   21,826,584
                                                        -----------  -----------
        Total liabilities and partners' capital         $21,650,775  $22,303,706
                                                        ===========  ===========
</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>
                                          Three Months Ended    Six Months Ended
                                          ------------------   ------------------
                                          June 30,  June 30,   June 30,  June 30,
                                            2000      1999       2000      1999
                                          --------  --------   --------  --------
<S>                                       <C>       <C>        <C>       <C>
REVENUES:
  Rental income                           $211,018  $127,682   $422,036  $242,399
  Equity in income of joint ventures        83,998    99,337    187,043   190,034
  Interest income                               46       (13)       184        92
                                          --------  --------   --------  --------
                                           295,062   227,006    609,263   432,525
                                          --------  --------   --------  --------
EXPENSES:
  Management and leasing fees               12,661     7,541     25,451    14,424
  Lease acquisition costs                    4,588     4,588      9,177     9,177
  Operating costs--rental property           4,360     4,168      8,126    11,060
  Depreciation                              91,916    91,916    183,833   183,833
  Legal and accounting                       9,865    24,813     32,472    28,497
  Computer costs                             3,426     1,077      6,493     2,741
  Partnership administration                30,777    16,869     43,672    39,881
                                          --------  --------   --------  --------
                                           157,593   150,972    309,224   289,613
                                          --------  --------   --------  --------
NET INCOME                                $137,469  $ 76,034   $300,039  $142,912
                                          ========  ========   ========  ========
NET INCOME ALLOCATED TO
  WELLS REAL ESTATE FUND II               $130,169  $ 71,997   $284,107  $135,324
                                          ========  ========   ========  ========

NET INCOME ALLOCATED TO
  WELLS REAL ESTATE
  FUND II-OW                              $  7,300  $  4,037   $ 15,932  $  7,588
                                          ========  ========   ========  ========

</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, 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
    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 June 30, 2000, the developed properties owned by the Fund II-Fund II-
    OW Joint Venture were 97.4% occupied as compared to 97.5% occupied as of
    June 30, 1999.

    Gross revenues of the Partnership increased to $15,932 for the six months
    ended June 30, 2000 from $7,588 for the six months ended June 30, 1999 due
    to increased rental renewal rates at the Charlotte Property. Total
    administrative expenses of the Partnership which are incurred at the joint
    venture level increased slightly due to increased management and leasing
    fees which are charges based on rental income. As a result, net income
    increased to $15,932 as of June 30, 2000, as compared to $7,588, for the
    same period of 1999.

    The Partnership's net cash provided by investing activities and net cash
    used in financing activities increased in 2000, compared to 1999, due to the
    increases in distributions from joint ventures as net income increased at
    the Charlotte property.

    Fund II-Fund II-OW Joint Venture distributions accrued to the Partnership as
    of June 30, 2000 and June 30, 1999 were $27,724 and $20,900, respectively.

    The Partnership made cash distributions to the Limited Partners holding
    Class A Units for the second quarter of 2000 in the amount of $4.53 per Unit
    as compared to $3.45 for the second quarter of 1999. No cash distributions
    were made by the Partnership to the Limited Partners holding Class B Units
    or to the General Partner.

    As of June 30, 2000, the Fund II-Fund II-OW Joint Venture had used all of
    the remaining funds available for investment in properties.

    The Partnership is unaware of any known demands, commitments, events, or
    capital expenditures other than that which is required from the normal
    operations of its properties that will result in the Partnership's liquidity
    increasing or decreasing in any material way. The Partnership expects to
    meet liquidity requirements and demands through cash flow from operations.

                                      -11-
<PAGE>

    At this time, four properties are being marketed for sale. CB Richard Ellis
    is marketing the sale of 880 Holcomb Bridge, Brookwood Grill, and Cherokee
    Commons. The marketing piece is being broadly distributed to investors
    throughout the country. The Heritage Place at Tucker property is being
    marketed by The First Fidelity Companies. To maximize the disposition value,
    the management team is separating the retail and creating a condominium for
    the office buildings. The legal and site work should be complete so that the
    management team can market this property to investors in early fall. The
    Partnership's goal is to have these properties sold by the end of 2002. As
    the properties are sold, all proceeds will be returned to the 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
    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 June 30, 2000, 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>
                                        Three Months Ended     Six Months Ended
                                        -------------------   -------------------
                                        June 30,   June 30,   June 30,   June 30,
                                          2000       1999       2000        1999
                                        --------   --------   --------   --------
<S>                                     <C>        <C>        <C>        <C>
Revenues:
  Rental income                         $211,018   $127,682   $422,036   $242,399
                                        --------   --------   --------   --------
Expenses:
  Depreciation                            91,916     91,916    183,833    183,833
  Management and leasing expenses         17,250     12,129     34,629     23,601
  Other operating expenses                 4,315      4,180      7,942     10,968
                                        --------   --------   --------   --------
                                         113,481    108,225    226,404    218,402
                                        --------   --------   --------   --------
Net income                              $ 97,537   $ 19,457   $195,632   $ 23,997
                                        ========   ========   ========  =========

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

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

Cash distributed to the Fund II-
  Fund II-OW Joint Venture*             $194,043   $121,163   $388,643   $237,612
                                        ========   ========   ========  =========

Net income generated to the Fund II-
  Fund II-OW Joint Venture*             $ 97,537   $ 19,457   $195,632   $ 23,997
                                        ========   ========   ========  =========
</TABLE>

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


Rental income, net income, and cash distributions increased for the three months
and six months ended June 30, 2000, as compared to the same period in 1999, due
to an increased renewal rental rate beginning in May 1999.  Expenses increased
as compared to the same periods in 1998 due primarily to increased management
and leasing fees which are charges based on rental income.

                                      -13-
<PAGE>

            Boeing at the Atrium/Fund II and Fund III Joint Venture

<TABLE>
                                       Three Months Ended       Six Months Ended
                                       --------------------    -------------------
                                       June 30,    June 30,    June 30,   June 30,
                                         2000        1999        2000        1999
                                       --------    --------    --------   --------
<S>                                    <C>         <C>        <C>         <C>
Revenues:
  Rental income                        $366,176    $367,536   $ 733,712   $ 735,072
                                       --------    --------   ---------   ---------
Expenses:
  Depreciation                          218,290     219,755     435,220     433,860
  Management and leasing expenses        48,478      44,869      93,538      89,643
  Other operating expenses              168,391     117,325     318,573     313,495
                                       --------    --------   ---------   ---------
                                        435,159     381,949     847,331     836,998
                                       --------    --------   ---------   ---------
Net loss                               $(68,983)   $(14,413)  $(113,619)  $(101,926)
                                       ========    ========   =========   =========

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

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

Cash distributed to the Fund II-
  Fund II-OW Joint Venture*            $100,775    $130,417   $ 187,755   $ 220,049
                                       ========    ========   =========   =========

Net loss allocated to Fund II-
  Fund II-OW Joint Venture*            $(42,292)   $ (8,835)  $ (69,648)  $ (62,481)
                                       ========    ========   =========   =========
</TABLE>

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


Rental income remained relatively stable for the three months and six months
ended June 30, 2000 as compared to the same period in 1999.  Other operating
expenses increased slightly due primarily to increased expenditures in
electricity, landscape repairs, and property tax accruals.

                                      -14-
<PAGE>

             The Brookwood Grill/Fund II and Fund III Joint Venture

<TABLE>
                                         Three Months Ended    Six Months Ended
                                        -------------------   -------------------
                                        June 30,    June 30,  June 30,   June 30,
                                          2000       1999       2000        1999
                                        --------   --------   --------   --------
<S>                                      <C>       <C>       <C>        <C>
Revenues:
  Rental income                          $56,238   $56,187   $112,425   $112,375
  Equity in income of joint venture       16,415    21,813     33,318     39,304
                                         -------   -------   --------   --------
                                          72,653    78,000    145,743    151,679
                                         -------   -------   --------   --------
Expenses:
  Depreciation                            13,503    13,503     27,006     27,006
  Management and leasing expenses          5,327     7,955     12,031     16,683
  Other operating expenses                 1,233       805     11,325      6,330
                                         -------   -------   --------   --------
                                          20,063    22,263     50,362     50,019
                                         -------   -------   --------   --------
Net income                               $52,590   $55,737   $ 95,381   $101,660
                                         =======   =======   ========   ========

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

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

Cash distributed to the Fund II-
  Fund II-OW Joint Venture*              $63,820   $49,986   $121,530   $115,431
                                         =======   =======   ========   ========

Net income allocated to the Fund II-
  Fund II-OW Joint Venture*              $32,790   $34,752   $ 59,470   $ 63,385
                                         =======   =======   ========   ========

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

Other operating expenses increased for the six months ended June 30, 2000, as
compared to the same period last year, due to appraisal fees for this property
which is currently being marketed for sale.

                                      -15-
<PAGE>

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

<TABLE>
                                                           Three Months Ended     Six Months Ended
                                                           -------------------   -------------------
                                                           June 30,    June 30,  June 30,   June 30,
                                                             2000       1999       2000        1999
                                                           --------   --------   --------   --------
<S>                                                        <C>        <C>        <C>        <C>
Revenues:
  Rental income                                            $222,699   $227,761   $444,856   $457,824
                                                           --------   --------   --------   --------
Expenses:
  Depreciation                                              104,130     94,128    208,260    188,257
  Management and leasing expenses                            26,480     42,063     57,066     80,937
  Other operating expenses                                   23,890        387     41,108     24,781
                                                           --------   --------   --------   --------
                                                            154,500    136,578    306,434    293,975
                                                           --------   --------   --------   --------
Net income                                                 $ 68,199   $ 91,183   $138,422   $163,849
                                                           ========   ========   ========   ========

Occupied percentage                                             100%        94%       100%        94%
                                                           ========   ========   ========   ========

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

Cash distributed to the Fund II-Fund III
  Joint Venture*                                           $ 45,459   $ 46,181   $ 91,406   $ 81,600
                                                           ========   ========   ========   ========

Net income allocated to the Fund II-
  Fund III Joint Venture*                                  $ 16,415   $ 21,813   $ 33,318   $ 39,304
                                                           ========   ========   ========   ========

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

Rental income remained relatively stable for the three months ended June 30,
2000 as compared to the same period in 1999.  Management and leasing fees
decreased in 2000, as compared to 1999, due to a catch-up of 1998 management
fees in 1999.  Other operating expenses increased for the three-month and six-
month periods as compared to the same periods last year due to appraisal fees
for this property which is currently being marketed for sale and monthly common
area maintenance billings were increased in 1999 to offset 1998 underpayment.
Tenants are billed an estimated amount for the current year common area
maintenance which is then reconciled the following year and the difference
billed to the tenant.

Cash distributions to the Fund II-Fund III Joint Venture were increased for the
six-month period as compared to the same period in 1999 even though there is a
decrease in net income this year due to lease acquisition fees and procurement
fees paid in 1999.

                                      -16-
<PAGE>

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

<TABLE>
                                                                 Three Months Ended     Six Months Ended
                                                                 -------------------   -------------------
                                                                 June 30,    June 30,  June 30,   June 30,
                                                                   2000       1999       2000        1999
                                                                 --------   --------   --------   --------
<S>                                                              <C>        <C>        <C>        <C>
Revenues:
  Rental income                                                  $350,916   $343,044   $688,060   $679,903
  Interest income                                                     207        137        349        273
                                                                 --------   --------   --------   --------
                                                                  351,123    343,181    688,409    680,176
                                                                 --------   --------   --------   --------
Expenses:
  Depreciation                                                    123,226    120,456    245,562    229,252
  Management and leasing expenses                                  31,803     43,482     60,381     87,966
  Other operating expenses                                        113,712    103,404    242,751    198,948
                                                                 --------   --------   --------   --------
                                                                  268,741    267,342    548,694    516,166
                                                                 --------   --------   --------   --------
Net income                                                       $ 82,382   $ 75,839   $139,715   $164,010
                                                                 ========   ========   ========   ========

Occupied percentage                                                    88%        91%        88%        91%
                                                                 ========   ========   ========   ========

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

Cash distributed to the
  Fund II-Fund II-OW Joint Venture*                              $ 88,841   $ 31,293   $123,604   $ 90,742
                                                                 ========   ========   ========   ========

Net income allocated to the
  Fund II-Fund II-OW Joint Venture*                              $ 36,998   $ 34,059   $ 62,746   $ 73,657
                                                                 ========   ========   ========   ========

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

Rental income increased in 2000, as compared to 1999, even though there was a
decrease in the occupancy level of the property.  This was due to existing
tenant renewals at a higher rate.  Total expenses increased in 2000, as compared
to 1999, due primarily to increased depreciation expense on additonal
capitalized tenant improvement, property taxes, and repairs to the air-condition
system.  Management and leasing expenses decreased in 2000, as compared to 1999,
due to a decrease in leasing commissions and lease acquisition fees.

                                      -17-
<PAGE>

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

<TABLE>

                                                                   Three Months Ended     Six Months Ended
                                                                   -------------------   -------------------
                                                                   June 30,    June 30,  June 30,   June 30,
                                                                     2000       1999       2000        1999
                                                                   --------   --------   --------   --------
<S>                                                                <C>        <C>        <C>        <C>
Revenues:
  Rental income                                                    $240,192   $237,232   $483,053   $464,615
  Interest income                                                        40         19         47         39
                                                                   --------   --------   --------   --------
                                                                    240,232    237,251    483,100    464,654
                                                                   --------   --------   --------   --------
Expenses:
  Depreciation                                                      110,563    111,415    221,125    221,527
  Management and leasing expenses                                    19,938     26,135     36,293     51,129
  Other operating expenses                                            6,183      9,772    (20,785)   (19,643)
                                                                   --------   --------   --------   --------
                                                                    136,684    147,322    236,633    253,013
                                                                   --------   --------   --------   --------
Net income                                                         $103,548   $ 89,929   $246,467   $211,641
                                                                   ========   ========   ========   ========

Occupied percentage                                                      97%        96%        97%        96%
                                                                   ========   ========   ========   ========

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

Cash distributed to the
  Fund II-Fund II-OW Joint Venture*                                $118,700   $103,538   $259,064   $227,662
                                                                   ========   ========   ========   ========

Net income allocated to the
  Fund II-Fund II-OW Joint Venture*                                $ 56,497   $ 49,066   $134,475   $115,473
                                                                   ========   ========   ========   ========

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

Rental income increased in 2000, as compared to 1999, due to increased occupancy
and increased rental renewal rates.  Management and leasing expenses decreased
in 2000, as compared to 1999, due to increased leasing commissions for 1999 and
a catch-up of 1998 management fees in 1999.  Other operating expenses remain
negative for the six months ended June 30, 2000 and 1999 due to the billing of
common area maintenance to tenants.  Tenants are billed an estimated amount for
the current year common area maintenance which is then reconciled in the
following year and the difference billed to the tenant.

                                      -18-
<PAGE>

                          PART II.  OTHER INFORMATION

ITEM 6 (b.)  No reports on Form 8-K were filed during the second quarter of
             2000.

                                   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:  August 11, 2000      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-