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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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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, 2002





OR





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




For the transition period from
 to





Commission file number 0-17876





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WELLS REAL ESTATE FUND II-OW


(Exact name of registrant as specified in its
charter)





Georgia

58-1754703(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)





6200 The Corners Pkwy, Suite 250, Atlanta, Georgia

30092(Address of principal executive offices)

(Zip Code)





(770) 449-7800


Registrants telephone number, including area code





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





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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  ̈





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FORM 10-Q





WELLS REAL ESTATE FUND II-OW


(A Georgia Public Limited Partnership)





INDEX





Page No.PART I.

FINANCIAL INFORMATIONItem 1.

Financial Statements

3Balance SheetsJune 30, 2002 (unaudited) and December 31, 2001

4Statements of (Loss) Income for the Three Months and Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)

5Statements of Partners Capital for the Year Ended December 31, 2001 and the Six Months Ended June 30, 2002 (unaudited)

6Statements of Cash Flows for the Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)

7Condensed Notes to Financial Statements (unaudited)

8Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

14PART II.

OTHER INFORMATION

17Exhibit Index

18Exhibit 99.1Certification of Chief Executive OfficerExhibit 99.2Certification of Chief Financial Officer




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##### Table of Contents




PART I.    
FINANCIAL INFORMATION





Effective July 3, 2002, Wells Real Estate Fund II-OW (the
Partnership) engaged Ernst & Young LLP (Ernst & Young) as its principal accountants to audit the Partnerships financial statements. In accordance with the relief granted to former auditing clients of Arthur
Andersen LLP in SEC Release No. 34-45589, Ernst & Young completed its review of the unaudited financial statements of the Partnership for the quarter ended March 31, 2002 pursuant to Rule 10-01(d) of Regulation S-X within the 60-day period
allowed pursuant to the SEC Release, and no material modifications to the previously reported financial information were required.







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WELLS REAL ESTATE FUND II-OW


(A Georgia Public Limited Partnership)





BALANCE SHEETS





(unaudited) June
30, 2002

December 31, 2001ASSETS:Investment in joint venture (Note 2)

$
842,004

$
1,069,403Cash and cash equivalents


36,762


1,603Due from affiliates


164,793


12,677Total assets

$
1,043,559

$
1,083,683LIABILITIES AND PARTNERS CAPITAL:Liabilities:Accounts payable

$
14

$
1,048Partners capital:Limited partners:Class A6,062 units


1,043,545


1,082,635Class B1,626 units


0


0Total partners capital


1,043,545


1,082,635Total liabilities and partners capital

$
1,043,559

$
1,083,683














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







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WELLS REAL ESTATE FUND II-OW


(A
Georgia Public Limited Partnership)





STATEMENTS OF (LOSS) INCOME





(unaudited) Three Months
Ended

(unaudited) Six Months
EndedJune 30, 2002


June 30, 2001

June 30, 2002


June 30, 2001REVENUES:Equity in income of joint venture (Note 2)

$
(16,946
)

$
11

$
(39,090
)

$
11,553Interest income


0



0


0



10(16,946
)


11


(39,090
)

$
11,563NET (LOSS) INCOME

$
(16,946
)

$
11

$
(39,090
)

$
11,563NET (LOSS) INCOME ALLOCATED TO CLASS A LIMITED PARTNERS

$
(16,946
)

$
11

$
(39,090
)

$
11,563NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS

$
0


$
0

$
0


$
0NET (LOSS) INCOME PER CLASS A LIMITED PARTNER UNIT

$
(2.80
)

$
0.00

$
(6.45
)

$
1.91NET LOSS PER CLASS B LIMITED PARTNER UNIT

$
0.00


$
0.00

$
0.00


$
0.00CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT

$
0.00


$
2.19

$
0.00


$
6.56





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND II-OW


(A
Georgia Public Limited Partnership)





STATEMENTS OF PARTNERS CAPITAL


FOR THE YEAR ENDED DECEMBER 31, 2001 AND


SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED)





Limited Partners

Total Partners CapitalClass A


Class BUnits

Amounts


Units

AmountsBALANCE, December 31, 2000

6,062

$
1,082,680


1,626

$
0

$
1,082,680Net income

0


50,154


0


0


50,154Partnership distributions

0


(50,199
)

0


0


(50,199
)BALANCE, December 31, 2001

6,062


1,082,635


1,626


0


1,082,635Net loss

0


(39,090
)

0


0


(39,090
)BALANCE, June 30, 2002 (unaudited)

6,062

$
1,043,545


1,626

$
0

$
1,043,545





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND II-OW


(A
Georgia Public Limited Partnership)





STATEMENTS OF CASH FLOWS





(unaudited) Six Months
EndedJune 30, 2002


June 30, 2001CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$
(39,090
)

$
11,563Adjustments to reconcile net (loss) income to net cash used in operating activities:Equity in income of joint ventures


39,090



(11,553
)Changes in assets and liabilities:Due from affiliates


461



0Accounts payable


(1,034
)


(500
)Net cash used in operating activities


(573
)


(490
)CASH FLOWS FROM INVESTING ACTIVITIES:Investment in joint ventures


(25,689
)


0Distributions received from joint ventures


61,421



54,858Net cash provided by operating activities


35,732



54,858CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to partners


0



(52,864
)NET INCREASE IN CASH AND CASH EQUIVALENTS


35,159



1,504CASH AND CASH EQUIVALENTS, beginning of year


1,603



1,127CASH AND CASH EQUIVALENTS, end of period

$
36,762


$
2,631





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND II-OW


(A Georgia Public Limited Partnership)





CONDENSED NOTES TO FINANCIAL STATEMENTS





June 30, 2002


(UNAUDITED)





1.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





(a)  Organization and Business





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 its 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 properties for
investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. 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, upon receiving gross offering proceeds of $1,922,000
for 7,688 Class A and Class B limited partner units at $250 per unit from 219 limited partners.





(THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK)




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The Partnership owns interests in all of its real estate assets through joint
ventures with other Wells Real Estate Funds. As of June 30, 2002, the Partnership owned interests in the following five properties through the affiliated joint ventures listed below:





Joint Venture

Joint Venture Partners

PropertiesFund I-II Tucker Associates

Wells Real Estate Fund I Fund II-IIOW Associates

1.  Heritage Place A retail shopping and commercial     office complex located in Tucker,     GeorgiaFund II-IIOW Associates

Wells Real Estate Fund II Wells Real Estate Fund IIOW

2.  Louis Rose Building A two story office building located in     Charlotte, North CarolinaFund II-III Associates-Atrium

Fund II-IIOW Associates Wells Real Estate Fund III, L.P.

3. Boeing at the Atrium A four story office building located in    Houston, Texas


---

Fund II-III Associates-Brookwood

Fund II-IIOW Associates Wells Real Estate Fund III, L.P.

4. Brookwood Grill A restaurant located in Fulton County,     Georgia


---

Fund II-III-VI-VII Associates

Fund II-III Associates-Brookwood Wells Real Estate Fund VI,
L.P. Wells Real Estate Fund VII, L.P.

5. Holcomb Bridge Property An office/retail center located in    Roswell, Georgia


---




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





On October 1, 2001, Fund I-II-IIOW-VI-VII Associates, a joint venture among Wells Real Estate Fund I, Fund II-IIOW Associates, Wells Real
Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., sold the Cherokee Commons property to an unrelated third party. The Cherokee Commons property is a retail shopping center located in Cherokee County, Georgia. $239,775 of the proceeds from
the sale of the Cherokee Commons property are attributable to the Partnership, a portion of which have been invested in tenant improvements for Boeing at the Atrium, as further discussed below. The remaining portion of the sales proceeds is included
in due from affiliates in the accompanying balance sheet as of June 30, 2002. Currently, management intends to use a portion of these proceeds to fund tenant improvements and leasing costs anticipated to be required in connection with the leasing of
the Louis Rose Building and Boeing at the Atrium.





In March 2002, Boeing/Shuttle Division (Boeing)
entered into a lease for the top three floors of the four-story Boeing at the Atrium Building. The annual base rent payable for this space is $1,483,697 ($15.75 per square foot). The Boeing lease will commence on September 1, 2002 and extends for a
term of 73 months. Boeing also has an option to lease the remaining space available on the first floor of the Boeing at the Atrium exercisable through October, 2002.





The Louis Rose Building located in Charlotte, North Carolina continues to remain vacant. The submarket in which this property is located (University Research Park), which
contains approximately 2.2 million square feet of office space in 32 buildings, is currently experiencing an overall average vacancy rate of 24%. This over-supply of office space in the immediate area has




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resulted in substantial downward pressure on rental rates for Class A office buildings; however, we are continuing our efforts to
market this property to potential users of office space of this type.





(b)  Basis of Presentation





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





(c)  Distributions of Net Cash From Operations





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





| |  |  | First, to the Class A limited partners until such limited partners have received an 8% per annum return on their respective adjusted capital contributions, as
defined.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Second, to the Class B limited partners until such limited partners have received an 8% per annum return on their respective adjusted capital contributions, as
defined.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Third, to the General Partners until each has received 10% of total distributions paid to limited partners per annum.
| | - |  | ---------------------------------------------------------------------------------------------------------------------




| |  |  | Thereafter, to the limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------




(d)  Reclassifications





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





(e)  Impairment of Real Estate Assets





On January 1, 2002, the Partnership
adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under the new guidance, management reviews each of the properties in which it holds an interest for impairment when there is an event or change in circumstances
that indicates the carrying amount of the asset may not be recoverable and the future undiscounted cash flows expected to be generated by the asset are less than its carrying amount. If such assets are considered to be impaired, the Partnership
records impairment losses and reduces the carrying amount of impaired assets to an amount that reflects the fair value of the assets at the time impairment is evident. Management also reviews estimated selling prices of assets held for sale and
records impairment losses to reduce the carrying amount of assets held for sale when the carrying amounts exceed the estimated selling prices less costs to sell. Also, material long-lived assets held for sale are separately identified in the balance
sheets and their related net operating income is segregated as income from discontinued operations in the statements of income. In addition,




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depreciation of long-lived assets held for sale is not recorded. If an asset held for sale reverts to an asset used in operations, the asset
will be measured at the lower of the original carrying cost, adjusted for the forgone depreciation, or the fair value at the date of the decision to hold the asset.





At this time, Heritage Place is being actively marketed for sale. In the event that the net sales proceeds are less than the carrying value of the properties sold, the
Partnership would recognize losses on the sales.





2.    INVESTMENTS IN JOINT VENTURES





(a)  Basis of Presentation





The Partnership does not have control over the operations of the joint ventures described in Note 1; however, it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity
method of accounting. For further information, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.





(b)  Summary of Operations





The following information summarizes the operations
of the unconsolidated joint venture, in which the Partnership holds a direct ownership interest, for the three and six months ended June 30, 2002 and 2001:





Total Revenues


Net Income

Partnerships Share of
Net IncomeThree Months Ended


Three Months Ended

Three Months EndedJune 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001

June 30, 2002


June 30, 2001Fund II-IIOW Associates

$
(208,244
)*

$
176,178
*

$
(431,607
)

$
206

$
(16,946
)

$
11





Total Revenues

Net Income

Partnerships Share of
Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002


June 30, 2001

June 30, 2002


June 30, 2001

June 30, 2002


June 30, 2001Fund II-IIOW Associates

$
(322,899
)

$
542,867

$
(736,150
)

$
217,574

$
(39,090
)

$
11,553


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|* |  | The Partnerships share of income earned from its investments in the joint ventures presented in section (c) is recorded by Fund II-IIOW Associates
as equity in (loss) income of joint ventures, which is classified as revenue.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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(c)  Summary of Operations





The following information summarizes the operations of the joint ventures, in which the Partnership holds interests through its ownership in Fund II-IIOW Associates, for
the three and six months ended June 30, 2002 and 2001:





Total Revenues


Net Income


Fund II-IIOW Associates Share of Net Income*Three Months Ended


Three Months Ended


Three Months EndedJune 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001Fund II-III Associates-Atrium

$
(93,695
)

$
368,822


$
(444,614
)

$
(43,965
)

$
(272,548
)

$
(26,951
)Fund II-III Associates-Brookwood


29,880
**


56,298
**


43,392



37,343



27,055



32,642Fund I-II Tucker Associates


321,752



346,837



48,486



88,067



21,775



39,551Fund I-II-IIOW-VI-VII Associates


26,952



253,968



28,163



111,010



15,366



60,568$
284,889


$
1,231,839


$
(324,573
)

$
254,818


$
(208,352
)

$
105,811





Total Revenues


Net Income


Fund II-IIOW Associates Share of Net Income*Six Months Ended


Six Months Ended


Six Months EndedJune 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001Fund II-III Associates-Atrium

$
(4,573
)

$
740,459


$
(713,575
)

$
(38,460
)

$
(437,421
)

$
(23,576
)Fund II-III Associates-Brookwood


79,339
**


112,535
**


68,978



73,088



43,008



59,253Fund I-II Tucker Associates


654,011



684,315



94,583



147,720



42,477



66,341Fund I-II-IIOW-VI-VII Associates


70,278



510,976



53,023



287,694



28,930



156,969$
799,055


$
2,464,576


$
(496,991
)

$
561,212


$
(323,006
)

$
258,987


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|* |  | The Partnerships share of income earned from its investments in the joint ventures presented above is recorded by Fund II-IIOW Associates as equity
in (loss) income of joint ventures, which is classified as revenue.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | The Partnerships share of income earned from its investment in Fund II-III-VI-VI Associates is recorded by Fund II-III Associates-Brookwood
as equity in income of joint ventures, which is classified as revenue
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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(d)  Summary of Operations





The following information summarizes the operations of the joint venture, in which the Partnership holds an interest through its ownership in Fund II-III
Associates-Brookwood, for the three and six months ended June 30, 2002 and June 30, 2001:





Total Revenues

Net Income

Fund II-IIII Associates-   Brookwoods Share of Net Income**Three Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund II-III-VI-VII Associates

$
179,962

$
205,914

$
59,368

$
62,363

$
14,290

$
15,011





Total Revenues

Net Income

Fund II-IIII Associates-   Brookwoods Share of Net Income**Six Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund II-III-VI-VII Associates

$
358,468

$
416,291

$
120,197

$
91,170

$
28,931

$
21,945


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|** |  | The Partnerships share of income earned from its investment in Fund II-III-VI-VI Associates is recorded by Fund II-III Associates-Brookwood
as equity in income of joint ventures, which is classified as revenue
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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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 Partnerships accompanying financial statements and notes thereto.





(a)  Forward Looking Statements





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





(b)  Results of Operations





Revenues





Gross revenues decreased dramatically to a deficit of $39,090 for the six months ended June 30, 2002, from $11,563 for the six months
ended June 30, 2001, due to the decrease in earnings generated from Fund II-IIOW Associates primarily as a result of (i) the vacancy of the Louis Rose Building beginning in May 2001, (ii) a reduction in occupancy of Boeing at the Atrium beginning in
December 2001, (iii) a reduction in income generated from Fund I-II-IIOW-VI-VII Associates relating to the sale of the Cherokee Commons property in the third quarter of 2001, (iv) a decrease in rental rates and an increase in legal fees due to lease
negotiations for Brookwood Grill, (v) an increase in expenses associated with the write-off of several tenant receivables at Heritage Place, and (vi) a decrease in revenues, partially offset by a decrease in operating expenses, for the Holcomb
Bridge Property due to decreased occupancy during the twelve months ended June 30, 2002. Tenants are billed for operating cost reimbursements at estimated amounts, which are reconciled as tenants are billed (credited) for the net annual under (over)
billings in the followings year.





Accordingly, net (loss) income for the Partnership decreased to $(39,090) for
the six months ended June 30, 2002 from $11,563 the same period in 2001.





Distributions





The Partnership declared cash distributions to the limited partners holding Class A units $6.56 per unit for the six months
ended June 30, 2001. The Partnership has reserved distributions to the Class A limited partners for both the first and second quarters due to the reasons described above and below. No cash distributions were made to the limited partners holding
Class B units or to the General Partners for the quarters ended June 30, 2002 or 2001. As set forth in the following section, management does not anticipate distributions to limited partners for the third and fourth quarters of 2002.





(c)  Liquidity and Capital Resources





Net cash flows used in operating activities decreased to $573 used for the six months ended June 30, 2002, from $490 used for six months ended June 30, 2001, primarily due to payments of outstanding
payables in the first half of 2002. Cash flows from investing activities decreased to $35,732 for the




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six months ended June 30, 2002, from $54,858 for the same period in 2001, as a result of contributing
capital to Fund II-III AssociatesAtrium for the purpose of funding tenant improvements for Boeing at the Atrium, partially offset by receiving the portion of the proceeds from the sale of Cherokee Commons attributable to the Partnership during
the second quarter of 2002. Net cash used in financing activities was $0 for the six months ended June 30, 2002, compared to $52,864 for the six months ended June 30, 2001 due the corresponding decrease in cash available for distribution to limited
partners and resulting from managements decision to reserve the cash in order to fund anticipated tenant improvements and other leasing costs for Boeing at the Atrium and Louis Rose Place.





Rather than being distributed to the limited partners, the Partnerships share of the net proceeds generated from the sale of Cherokee Commons is currently being
held as reserves, and additional limited partner distributions for at least the remainder of the year 2002 are also anticipated to be withheld, to fund leasing costs and tenant improvements anticipated to be incurred for the Louis Rose Building and
Boeing at the Atrium, as further discussed above. The Partnership expects to continue to meet its short-term liquidity requirements generally through net cash provided by operations and distributions received from joint ventures.





(d)  Inflation





The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. Most tenant leases include provisions designed to protect the Partnership from the
impact of inflation and increases in costs and other operating expenses, including common area maintenance, real estate tax and insurance reimbursement billings to tenants either on a per square foot basis or above a certain allowance per square
foot annually. In addition, a number of the tenant leases in which the Partnership holds an interest are for remaining terms of less than five years, which may allow the joint ventures discussed in Note 1 to enter into new leases at higher base
rental rates in the event that market rental rates rise above the existing lease rates. There is no assurance, however, that the joint ventures would be able to replace existing leases with new leases at higher base rental rates.





(e)  Critical Accounting Policies





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





The accounting policies that we consider to be critical, in that they may require complex judgment in their application or require
estimates about matters that are inherently uncertain, are discussed below. For further information related to the Partnerships accounting policies, including the critical accounting policies described below, refer to the report filed for the
Partnership on Form 10-K for the year ended December 31, 2001.




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Straight-Lined Rental Revenues





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





Operating Cost Reimbursements





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





Real Estate





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





(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)




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PART II.    
OTHER INFORMATION





Item 6(b)





During the second quarter of 2002, the Registrant filed a Current Report on Form 8-K dated May 16, 2002 disclosing the dismissal of Arthur Andersen LLP as its independent
public accountants.





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)By:

/s/    LEO F. WELLS,
IIILeo F. Wells, III, as
Individual General Partner, and as President of Wells Capital, Inc., the Corporate General Partner





Dated: August 12, 2002





By:

/s/    DOUGLAS P.
WILLIAMSAs Chief Financial Officer





Dated: August 12, 2002




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EXHIBIT INDEX


TO


SECOND QUARTER FORM
10-Q


OF


WELLS REAL ESTATE FUND II-OW





Exhibit No.

Description99.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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