WELLS REAL ESTATE FUND VIII LP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]

For the fiscal year ended December 31, 2001 or
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from to to
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Commission file number 0-27888
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WELLS REAL ESTATE FUND VIII, L.P.
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(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code (770) 449-7800
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Securities registered pursuant to Section 12 (b) of the Act:

Title of each class Name of exchange on which registered
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NONE NONE
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Securities registered pursuant to Section 12 (g) of the Act:

Class A Unit
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(Title of Class)
Class B Unit
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(Title of Class)

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 [_]

Aggregate market value of the voting stock held by nonaffiliates: Not Applicable
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PART I

ITEM 1. BUSINESS

General

Wells Real Estate Fund VIII, L.P. (the "Partnership") is a Georgia public
limited partnership with Leo Wells III and Wells Partners, L.P. ("Wells
Partners"), a Georgia nonpublic limited partnership, serving as the General
Partners. The Partnership was formed on August 15, 1994, for the purpose of
acquiring, developing, owning, operating, improving, leasing, and otherwise
managing income-producing commercial properties for investment purposes. The
Partnership has two classes of limited partnership interests, Class A and Class
B Units. Limited partners have the right to change their prior elections to have
some or all of their units treated as Class A Units or Class B Units one time
during each quarterly accounting period. Limited partners may vote to, among
other things, (a) amend the partnership agreement, subject to certain
limitations, (b) change the business purpose or investment objectives of the
Partnership, and (c) add or remove a general partner. A majority vote on any of
the above described matters will bind the Partnership, without the concurrence
of the General Partners. Each limited partnership unit has equal voting rights,
regardless of class.

On January 6, 1995, the Partnership commenced a public offering of up to
$35,000,000 of Class A or Class B limited partnership units ($10 per unit)
pursuant to a Registration Statement on Form S-11 filed under the Securities Act
of 1933. The Partnership commenced active operations on February 24, 1995 when
it received and accepted subscriptions for 125,000 units. The Partnership
terminated the offering on January 4, 1996 at which time gross proceeds received
were $32,042,689 representing subscriptions for approximately 2,613,534 Class A
Units and 590,735 Class B Units, held by 1,939 and 302 limited partners,
respectively. In March 1997, the Partnership repurchased 1,000 limited partners
units.

Employees

The Company has no direct employees. The employees of Wells Capital, Inc. and
Wells Management Company, Inc. perform a full range of real estate services
including leasing and property management, accounting, asset management and
investor relations for the Company.

Insurance

Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all of the
properties owned by the Partnership through its interests in joint ventures. In
the opinion of management, all such properties are adequately insured.

Competition

The Partnership will experience competition for tenants from owners and managers
of competing projects which may include the General Partners and their
affiliates. As a result, the Partnership may provide free rent, reduced charges
for tenant improvements and other inducements, all of which may have an adverse
impact on results of operations. At the time the Partnership elects to dispose
of its properties, the Partnership will also be in competition with sellers of
similar properties to locate suitable purchasers for its properties.

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ITEM 2. PROPERTIES

The Partnership owns interests in properties through the following joint
ventures between the Partnership and affiliated limited partnerships: (i) Fund
VI, Fund VII, and Fund VIII Associates, a joint venture among the Partnership,
Wells Real Estate Fund VI, L.P., and Wells Real Estate Fund VII, L.P. (the "Fund
VI-VII-VIII Joint Venture"), (ii) Fund VII and Fund VIII Associates, a joint
venture between the Partnership and Wells Real Estate Fund VII, L.P. (the "Fund
VII-VIII Joint Venture"), (iii) Fund VIII and Fund IX Associates, a joint
venture between the Partnership and Wells Real Estate Fund IX, L.P. (the "Fund
VIII-IX Joint Venture"). The Partnership does not have control over the
operations of the joint ventures; however, it does exercise significant
influence. Accordingly, investments in joint ventures are recorded using the
equity method.

As of December 31, 2001, the Partnership owned interests in the following
properties through its ownership in the foregoing joint ventures: (i) a
single-story retail/office building located in Clayton County, Georgia
("Hannover Center") and (ii) a two-story office building located in Gainesville,
Florida ("CH2M Hill at Gainesville Property"), which are owned by the Fund
VII-VIII Joint Venture, (iii) a four-story office building located in
Jacksonville, Florida ("BellSouth Building") and (iv) a retail shopping center
located in Clemmons, North Carolina ("Tanglewood Commons"), which are owned by
the Fund VI-VII-VIII Joint Venture, (v) a four-story office building located in
Madison, Wisconsin ("US Cellular Building"), (vi) a one-story office building
located in Farmers Branch, Texas ("AT&T-TX Building"), (vii) a two-story office
building located in Boulder County, Colorado ("Cirrus Logic Building"), which
are owned by the Fund VIII-IX Joint Venture, and (viii) a two-story office
building located in Orange County, California ("Quest Building"), which is owned
by the Fund VIII-IX-REIT Joint Venture, a joint venture between Fund VIII-IX
Joint Venture and Wells Operating Partnership, L.P. ("Wells OP"), a Delaware
limited partnership having Wells Real Estate Investment Trust, Inc., as its
general partner ("Fund VIII-IX-REIT Joint Venture").

The following table shows lease expirations during each of the next ten years
for all leases of properties in which the partnership owned an interest through
the joint ventures described above as of December 31, 2001, assuming no exercise
of renewal options or termination rights:

Partnership Percentage Percentage
Number Share of of Total of Total
Year of of Square Annualized Annualized Square Annualized
Lease Leases Feet Gross Base Gross Base Feet Gross Base
Expiration Expiring Expiring Rent (1) Rent (1) Expiring Rent
- ---------- -------- -------- ---------- ----------- ---------- ----------

2002 4 4,450 $ 65,729 $ 21,263 1.1% 1.2%
2003 8 17,542 254,752 128,977 4.5 4.5
2004(2) 2 70,606 1,295,498 585,677 17.9 23.0
2005(3) 3 62,097 601,357 358,936 15.7 10.7
2006(4) 3 98,051 1,665,120 566,563 24.9 29.5
2007(5) 1 101,726 1,298,148 711,385 25.8 23.0
2011(6) 1 40,000 455,177 249,437 10.1 8.1
-------- -------- ---------- ----------- ---------- ----------
22 394,472 $5,635,781 $2,622,238 100% 100%
======== ======== ========== =========== ========== ==========

(1) Average monthly gross rent over the life of the lease, annualized.
(2) Expiration of 65,006 square feet (Quest lease).
(3) Expiration of 57,457 square feet (CH2M Hill lease).
(4) Expiration of 69,424 square feet (BellSouth lease).
(5) Expiration of US Cellular lease.
(6) Expiration of AT&T-TX lease.

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The following describes the properties in which the Partnership owns an interest
as of December 31, 2001:

Fund VI-VII-VIII Joint Venture

On April 17, 1995, the Partnership, Wells Fund VII and Wells Real Estate
Fund VI, L.P. ("Wells Fund VI") a Georgia public limited partnership,
affiliated with the Partnership through common general partners, formed
Fund VI-VII-VIII Joint Venture. The investment objectives of Wells Fund VI
and Wells Fund VII are substantially identical to those of the Partnership.
As of December 31, 2001, the Partnership had contributed approximately
$5,700,000 for an approximate equity interest of 32% in the Fund
VI-VII-VIII Joint Venture, through which an office building in
Jacksonville, Florida and a multi-tenant retail center in Clemmons, North
Carolina are owned. As of December 31, 2001, Wells Fund VI has contributed
$6,067,688 for an equity interest in the Fund VI-VII-VIII Joint Venture of
approximately 35%, and Wells Fund VII has contributed approximately
$5,932,312 for an equity interest in the Fund VI-VII-VIII Joint Venture of
approximately 33%. Thus, a total of $17,700,000 has been contributed to the
Fund VI-VII-VIII Joint Venture for the acquisition and development of the
properties aforementioned.

BellSouth Building

On April 25, 1995, the Fund VI-VII-VIII Joint Venture purchased a 5.55 acre
parcel of land in Jacksonville, Florida for a total of $1,245,059 including
closing costs. In May 1996, the 92,964 square foot office building was
completed with BellSouth Advertising and Publishing Corporation, a
subsidiary of BellSouth Company, taking occupancy of approximately 66,333
square feet and American Express Travel Related Services Company, Inc.
taking occupancy of approximately 22,607 square feet. BellSouth took
occupancy of an additional 3,091 square feet in December 1996. The land
purchase and construction costs totaling approximately $9 million were
funded by capital contributions of $2,000,000 from the Partnership,
$3,500,000 from Wells Fund VI and $3,500,000 from Wells Fund VII.

The BellSouth lease is for a term of nine years and eleven months with an
option to extend for an additional five-year period at the currently
prevailing market rate. The annual base rent during the initial term is
$1,094,426 during the first five years and $1,202,034 for the balance of
the initial lease term. The original American Express lease was for a term
of five years with an annual base rent of $369,851 and expired in June
2001. American Express has renewed their lease for five years at an annual
base rent of $405,117 for the first year with a cumulative 3 percent
escalation each year thereafter. BellSouth and American Express are
required to pay additional rent equal to their share of operating expenses
during their respective lease terms.

The average effective annual rental per square foot at the BellSouth
Building was $16.65 for 2001, $16.36 for 2000, 1999, and 1998, and $16.40
for 1997. The occupancy rate at year-end was 100% for 2001, 2000, 1999,
1998 and 1997.

Tanglewood Commons

On May 31, 1995, the Fund VI-VII-VIII Joint Venture purchased a 14.683
acres tract of real property located in Clemmons, Forsyth County, North
Carolina. The Fund VI-VII-VIII Joint Venture constructed one large strip
shopping center building containing approximately 67,320 gross square feet
on a 12.48 acres tract. The remaining 2.2 acre portion of the property
consists of four out-parcels which have been graded and are held for future
development or resale. As of

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December 31, 2001, Wells Fund VI had contributed $2,567,688, Wells Fund VII
had contributed $2,432,312, and the Partnership had contributed $3,700,000
for the development of this project. Total costs and expenses incurred by
the Fund VI-VII-VIII Joint Venture for the acquisition, development,
construction and completion of the shopping center were approximately
$8,700,000. Construction of the project was substantially completed in the
first quarter of 1997.

In February 1997, Harris Teeter, Inc., a regional supermarket chain,
executed a lease for a minimum of 45,000 square feet with an initial term
of 20 years with extension options of four successive five-year periods
with the same terms as the initial lease. The annual base rent during the
initial term is $488,250. In addition, Harris Teeter has agreed to pay
percentage rents equal to one percent of the amount by which Harris
Teeter's gross sales exceed $35,000,000 for any lease year.

The average effective annual rental per square foot at Tanglewood Commons
was $13.02 for 2001, $12.53 for 2000, $11.48 for 1999, $10.96 for 1998, and
$9.12 for 1997, the first year of occupancy. The occupancy rate at year-end
was 100% for 2001 and 2000, 91% for 1999 and 1998, and 86% for 1997.

Fund VII-VIII Joint Venture

On February 10, 1995, the Partnership and Wells Real Estate Fund VII, L.P.
("Wells Fund VII"), a Georgia public limited partnership affiliated with
the Partnership through common general partners, formed the Fund VII-VIII
Joint Venture. The investment objectives of Wells Fund VII are
substantially identical to those of the Partnership. The Partnership holds
an approximate 63% equity interest and Wells Fund VII holds an approximate
37% equity interest in the Fund VII-VIII Joint Venture, through which a
retail/office building and an office building are owned and operated, as
described below. As of December 31, 2001, the Partnership had contributed
$4,267,621 and Wells Fund VII had contributed $2,474,725, for a total cost
of $6,742,346 to the Fund VII-Fund VIII Joint Venture for the acquisition
and development of the properties.

Hannover Center

On April 1996, Wells Fund VII contributed 1.01 acres of land located in
Clayton County, Georgia and improvements thereon valued at $512,000 to the
Fund VII-VIII Joint Venture for the development of a 12,080 square foot,
single story combination retail/office building. As of December 31, 2001,
Wells Fund VII has funded approximately $1,437,801 for the development of
Hannover Center, in addition to the cost of the land, and the Partnership
has contributed $190,311 to the joint venture for the development of the
property.

A five-year lease has been signed with Mattress King, a mattress sale
store, to occupy 6,020 square feet. The annual base rent for the first
three years is $88,795, and for the last two years is $91,805. The lease
will expire in 2006. Two additional tenants leased the remaining space at
the property with leases to expire in 2003.

The average effective annual rental per square foot at Hannover Center was
$13.68 for 2001, $9.15 for 2000, $15.97 for 1999, $10.05 for 1998, and
$8.92 for 1997. The occupancy rate at year-end was 100% for 2001, 2000,
1999 and 1998, and 50% for 1997.

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CH2M Hill at Gainesville Property

Wells Fund VII made an initial contribution to the Fund VII-VIII Joint
Venture of $677,534, which constituted the total purchase price and all
other acquisition and development costs related to the purchase of a 5-acre
parcel of land in Gainesville, Alachua County, Florida. Construction of a
62,975 square foot office building, containing 61,468 rentable square feet,
was completed in December 1995 and is known as the CH2M Hill at Gainesville
Property.

A lease, for 9 years and 11 months to occupy 57,457 square feet, has been
signed with CH2M Hill with an option to extend for an additional five-year
period. The annual base rent during the initial term is $530,313. The
annual rent for the extended term will be at the currently prevailing
market rate. Assuming no options or termination rights, the lease with CH2M
Hill will expire in 2005.

As of December 31, 2001, the Partnership had contributed $4,077,310 and
Wells Fund VII had contributed $1,036,923 to the Fund VII-VIII Joint
Venture toward the completion of this project.

The average effective annual rental per square foot at the CH2M Hill at
Gainesville Property was $9.37 for 2001, 2000 and 1999, $9.19 for 1998, and
$8.63 for 1997. The occupancy rate at year-end was 100% for 2001, 2000,
1999 and 1998, and 93.5% for 1997.

Fund VIII-IX Joint Venture

On June 10, 1996, the Partnership and Wells Real Estate Fund IX, L.P.
("Wells Fund IX"), a Georgia public limited partnership, affiliated with
the Partnership through common general partners, formed Fund VIII-IX Joint
Venture. The investment objectives of Wells Fund IX are substantially
identical to those of the Partnership. As of December 31, 2001, the
Partnership had contributed $15,987,323 for an approximate 55% equity
interest, and Wells Fund IX had contributed $13,289,358 for an approximate
45% equity interest in the Fund VIII-IX Joint Venture.

US Cellular Building

On June 17, 1996, the Fund VIII-IX Joint Venture purchased a 7.09 acre
tract of real property in Madison, Dane County, Wisconsin for a total cost
of $859,255 including closing costs. Construction was completed on a
four-story office building containing approximately 101,727 rentable square
feet. The land purchase and construction costs have been funded by capital
contributions of $6,573,342 from the Partnership and $3,912,444 from Wells
Fund IX for a total cost of approximately $10,500,000.

In June 1997, US Cellular, a subsidiary of BellSouth Corporation, took
occupancy of 76,276 rentable square feet, comprising approximately 75% of
the building. The initial term of this lease is 9 years and 11 months
beginning in June 1997, with the option to extend the initial term of the
lease for two consecutive five-year periods. The annual base rent payable
during the initial term is $902,418 during the first five years and
$1,016,822 during the last four years and 11 months of the initial term.
The annual base rent for each extended term will be at the currently
prevailing market rental rates. US Cellular is required to pay additional
rent equal to its share of operating expenses during the lease term.

Commencing November 1, 2001, US Cellular exercised its right of first
refusal to lease an additional 25,451 square feet of space vacated by
American Family in October 2001. This

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addition increased their rentable floor area from 76,276 square feet to
101,727 square feet. Accordingly, US Cellular now occupies 100% of the
building, and will pay rent on the same terms and conditions of their
original lease.

The average effective annual rental per square foot at the US Cellular
Building was $12.47 for 2001, $12.60 for 2000, 1999 and 1998, and $8.87 for
1997, the first year of occupancy. The occupancy rate at year-end was 100%
for 2001, 2000, 1999 and 1998, and 75% for 1997.

AT&T-TX Building

On October 10, 1996, the Fund VIII-IX Joint Venture purchased a one-story
office building containing approximately 40,000 rentable square feet,
located on 4.864 acres of land in Farmer's Branch, Dallas County, Texas for
a purchase price of $4,450,000, excluding acquisition costs.

The funds used by the Fund VIII-IX Joint Venture to acquire the AT&T-TX
Building were derived from capital contributions made by the Partnership
and Wells Fund IX totaling $2,238,170 and $2,236,530, respectively, for
total contributions to the Fund VIII-IX Joint Venture with respect to this
building of $4,474,700, including acquisition costs.

The AT&T-TX Building is leased to AT&T Wireless Texas for a period of
fifteen years, with options to extend the lease for three consecutive
five-year periods. The annual base rent is $430,001 during the first five
years, $454,001 during the next five years and $482,001 during the last
five years. The AT&T lease commenced on July 19, 1996 and was assigned by
the seller to the Fund VIII-IX Joint Venture on October 10, 1996. AT&T
Wireless Texas tenant is responsible for the operating expenses including
real estate taxes.

The average effective annual rental per square foot at the AT&T-TX Building
is $11.48 for 2001, $11.38 for 2000 and 1999, and $11.49 for 1998 and 1997.
The occupancy rate at the AT&T-TX Building at year-end was 100% for 2001,
2000, 1999, 1998 and 1997.

Cirrus Logic Building

On February 20, 1997, the Fund VIII-IX Joint Venture acquired a 4.26 acre
tract of real property in Broomfield, Colorado, located in Boulder County
in the Denver/Boulder metropolitan area on which a two-story office
building containing approximately 49,460 rentable square feet was
constructed as part of the Interlocken Business Park, a 963-acre business
development for advanced technology and research/development oriented
companies. The purchase price paid for the Cirrus Logic Building was
$7,029,000, excluding acquisition costs. Construction of the Cirrus Logic
Building was substantially completed in March 1997 with Cirrus Logic, Inc.
taking occupancy of the entire building. The funds used by the Fund VIII-IX
Joint Venture to acquire the land and construct the Cirrus Logic Building
were derived entirely from capital contributions made by the Partnership
and Wells Fund IX of approximately $3,555,495 and $3,532,275, respectively,
for total capital contributions to the Fund VIII-IX Joint Venture of
approximately $7,087,770.

The lease, as well as Cirrus Logic's obligation to pay rent, commenced on
March 17, 1997 when Cirrus Logic took occupancy of the building. The lease
with Cirrus Logic provides for a term of 15 years and annual initial base
rent payable of $677,755. The base annual rent will be increased by 10%
beginning the sixth year of the lease and will be increased another 10%
beginning the eleventh year of the lease. Cirrus Logic has the option to
renew the lease for two consecutive five-year periods. The base rent
payable during any such extended term would be 95% of the

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then currently prevailing market rental rate for comparable office
buildings in the Boulder County area.

Under its lease, Cirrus Logic is responsible for all utilities, cleaning,
taxes, other operating expenses, and for maintaining property and liability
insurance on the Cirrus Logic Building. The Fund VIII-IX Joint Venture
shall maintain, for its own benefit, liability insurance for the Cirrus
Logic Building as well as insurance for fire, vandalism and malicious
mischief.

The average effective annual rental per square foot at the Cirrus Logic
Building was $14.92 for 2001, 2000, 1999 and 1998, and $13.25 for 1997, the
first year of occupancy. The occupancy rate at year-end was 100% for 2001,
2000, 1999, 1998 and 1997.

Fund VIII-IX-REIT Joint Venture

Quest Building

On January 10, 1997, the Fund VIII-IX Joint Venture acquired a two-story
office building containing approximately 65,006 rentable square feet on a
4.4 acre tract of land located at 15253 Bake Parkway, in the Irvine
Spectrum planned business community in metropolitan Orange County,
California. The total consideration paid for the building was $7,193,000
excluding acquisition expenses. The funds used by the Fund VIII-IX Joint
Venture to acquire the Quest Building were derived entirely from capital
contributions made by the Partnership and Wells Fund IX of approximately
$3,608,109 and $3,620,316, respectively, for total capital contributions to
the Fund VIII-IX Joint Venture of approximately $7,228,425.

On February 18, 1999, Wells OP entered into a Rental Income Guaranty
Agreement with Fund VIII-IX Joint Venture, whereby Wells OP guaranteed to
provide the Fund VIII-IX Joint Venture with rental income on the Quest
Building, previously leased to Matsushita Avionics, equal to at least the
rental revenues and building expenses reimbursements that the Fund VIII-IX
Joint Venture would have received over the remaining term of the original
lease with Matsushita Avionics. Wells OP paid approximately $543,000 in
rental income guaranty payments to the Fund VIII-IX Joint Venture through
December 31, 2000, however, ceased making such payments upon Quest
Software, Inc. taking occupancy on August 1, 2000.

On June 15, 2000, the Fund VIII-IX-REIT Joint Venture was formed between
Wells OP and Fund VIII-IX Joint Venture. On July 1, 2000, the Fund VIII-IX
Joint Venture contributed its interest in the Quest Building to the Fund
VIII-IX-REIT Joint Venture. At December 31, 2001, the Partnership held an
equity interest in the Fund VIII-IX-REIT Joint Venture of 46.2%.

A 42-month lease for the entire Quest Building has been signed by Quest
Software, Inc. Occupancy occurred on August 1, 2000. Quest is a publicly
traded corporation that provides software database management and disaster
recovery services for its clients.

Construction of tenant improvements required under the Quest lease cost
approximately $1,231,000 and was funded through capital contributions made
by Wells OP.

The average effective annual rental per square foot at the Quest Building
is $18.58 for 2001, $13.72 for 2000, $10.11 for 1999, and $10.32 for 1998.
The occupancy rate at year-end was 100% for 2001, 2000, 1999, 1998 and
1997.

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Because of the requirement for fiduciaries of retirement plans subject to
ERISA to determine the value of the assets of such retirement plans on an
annual basis, the General Partners are required under the Partnership
Agreement to report estimated Unit values to the Limited Partners each year
in the Partnership's annual Form 10-K. The methodology to be utilized for
determining such estimated Unit values under the Partnership Agreement is
for the General Partners to estimate the amount a Unit holder would receive
if the Partnership's properties were sold at their estimated fair market
values as of the end of the Partnership's fiscal year and the proceeds
therefrom (without reduction for selling expenses) were distributed to the
Limited Partners in liquidation of the Partnership. Utilizing this
methodology, the General Partners have estimated Unit valuations, based
upon their estimates of property values as of December 31, 2001, to be
approximately $9.31 per Class A Unit and $13.88 per Class B Unit, based
upon market conditions existing in early December 2001. In connection with
these estimated valuations, the General Partners obtained an opinion from
David L. Beal Company, an independent MAI appraiser, to the effect that
such estimates of value were reasonable; however, due to the inordinate
expense involved in obtaining appraisals for all of the Partnership's
properties, no actual appraisals were obtained. Accordingly, these
estimates should not be viewed as an accurate reflection of the fair market
value of the Partnership's properties, nor do they represent the amount of
net proceeds which would result from an immediate sale of the Partnership's
properties. The valuations performed by the General Partners are estimates
only, and are based a number of assumptions which may not be accurate or
complete. In addition, property values are subject to change and could
decline in the future. Further, as set forth above, no appraisals have or
will be obtained. For these reasons, the estimated Unit valuations set
forth above should not be relied upon for any purpose other than required
ERISA disclosures.

ITEM 3. LEGAL PROCEEDINGS

There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Partnership during
2001.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Limited Partners for 2001.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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PART II

ITEM 5. MARKET FOR PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS.

As of February 28, 2002, the Partnership had 2,806,519 outstanding Class A Units
held by a total of 2,033 Limited Partners and 396,750 outstanding Class B Units
held by a total of 229 Limited Partners. The capital contribution per unit is
$10.00. There is no established public trading for the Partnership's limited
partnership units, and it is not anticipated that a public trading market for
the units will develop. Under the Partnership Agreement, the General Partners
have the right to prohibit transfers of units.

Class A Status Limited Partners are entitled to a distribution from Net Cash
from Operations, as defined in the Partnership Agreement to mean cash flow, less
adequate cash reserves for other obligations of the Partnership for which there
is no provision, on a per Unit basis until they have received distributions in
each fiscal year of the Partnership equal to 10% of their adjusted capital
contributions. After this preference is satisfied, the General Partners will
receive an amount of Net Cash From Operations equal to 10% of the total amount
of Net Cash From Operations distributed. Thereafter, the Limited Partners
holding Class A Units will receive 90% of Net Cash From Operations and the
General Partners will receive 10%. No Net Cash from Operations will be
distributed to Limited Partners holding Class B Units. Holders of Class A Units
will, except in limited circumstances, be allocated none of the Partnership's
net loss, depreciation, amortization and cost recovery deductions. These
deductions will be allocated to the Class B Units, until their capital account
balances have been reduced to zero. No distributions have been made to the
General Partner or holders of Class B Units as of December 31, 2001.

Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners elect to have their cash distributed
monthly. Cash distributions made to Class A Status Limited Partners during 2000
and 2001 were as follows:

Per Class A Unit
----------------------
Distribution Total
for Quarter Cash Investment Return of
Ended Distributed Income Capital
------------------ ----------- ---------- ---------

March 31, 2000 $623,907 $0.23 $0.00
June 30, 2000 631,987 0.23 0.00
September 30, 2000 618,292 0.12 0.11
December 31, 2000 579,650 0.10 0.10
March 31, 2001 604,658 0.10 0.12
June 30, 2001 642,855 0.12 0.11
September 30, 2001 678,949 0.14 0.11
December 31, 2001 $684,089 $0.15 $0.08

The fourth quarter distribution was accrued for accounting purposes in 2001, and
was not actually paid to Limited Partners until February 2002.

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ITEM 6. SELECTED FINANCIAL DATA

The following sets forth a summary of the selected financial data for the years
ended December 31, 2001, 2000, 1999, 1998, and 1997:

2001 2000 1999 1998 1997
----------- ------------ ------------ ------------ ------------

Total assets $22,693,970 $ 23,769,069 $ 24,960,196 $ 26,072,465 $ 27,021,694
Total revenues 1,521,303 1,373,795 1,360,497 1,362,513 1,204,018
Net income 1,433,706 1,288,063 1,266,946 1,269,171 1,102,567
Net loss allocated to General
Partners 0 0 0 0 0
Net income allocated to Class A
Limited Partners 1,433,706 2,294,288 2,481,559 2,431,246 1,947,536
Net loss allocated to Class B
Limited Partners $ 0 $ (1,006,225) $ (1,214,613) $ (1,162,075) $ (844,969)
Net income per weighted average (1)
Class A Limited Partner Unit $ 0.51 $ 0.84 $ 0.91 $ 0.86 $ 0.73
Net loss per weighted average (1)
Class B Limited Partner Unit 0 (2.19) (2.47) (2.12) (1.50)
Cash distributions per weighted
average (1):
Class A Limited Partner Unit:
Investment income 0.51 0.68 0.88 0.86 0.62
Return of capital $ 0.42 $ 0.21 $ 0.00 $ 0.00 $ 0.00

(1) The weighted average unit is calculated by averaging units over the
period they are outstanding during the time units are still being sold
or converted by Limited Partners in the Partnership.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the
selected financial data and 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 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.

Results of Operations

Gross revenues of the Partnership were $1,521,303, $1,373,795, and $1,360,497
for the years ended December 31, 2001, 2000, and 1999, respectively. The
increase in revenues resulted from an increase in equity in income of joint
ventures from 2000 to 2001 and was attributable primarily to (i) increased
rental rates at the Bellsouth Building, Tanglewood Commons and Hannover Center,
(ii) increased common area maintenance reimbursement adjustments at the Cirrus
Logic Building, (iii) bad debt recorded at Hannover Center in 2000 that did not
recur in 2001 (iv) decreased depreciation expense at Hannover Center as tenant
improvements were written-off upon lease default and at the BellSouth

-11-

Building as tenant improvements became fully depreciated as the BellSouth lease
expired in June 2001. The increase in equity in income of joint ventures was
partially offset by (i) bad debt recorded at Tanglewood Commons in 2001 and (ii)
a decreased ownership percentage at the Quest Building beginning in June 2000.
The increase in revenues from 1999 to 2000 was attributable primarily to (i)
increased occupancy at Tanglewood Commons (ii) increased common area maintenance
reimbursement adjustments at Tanglewood Commons, CH2M Hill at Gainsville
Property, and U.S. Cellular Building, partially offset by (i) decreased common
area maintenance reimbursement adjustments at the Cirrus Logic Building and (ii)
bad debt recorded at Hannover Center in 2000. Expenses of the Partnership were
$87,597, $85,732, and $93,551 for the twelve months ended December 31, 2001,
2000, and 1999, respectively. Expenses of the Partnership decreased in 2000 and
2001, as compared to 1999, due to the write-off of organizational costs, which
were previously capitalized, in accordance with accounting pronouncements
("SOP") 98-5, "Reporting on the Costs of Start-Up Activities" which became
effective during the year ended December 31, 1999. As a result, net income of
the Partnership increased to $1,433,706 for the year ended December 31, 2001,
from $1,288,063 for the year ended December 31, 2000 and $1,266,946 for the year
ended December 31, 1999.

Net income per weighted average unit for Class A Limited Partners was $0.51 for
the year ended December 31, 2001 as compared to $0.84 for the year ended
December 31, 2000. Net loss per weighted average unit for Class B and converted
Class A Limited Partners was $0 for the year ended December 31, 2001 as compared
to $2.19 for year ended December 31, 2000. The related decrease for Class A and
increase for Class B are due to a change in the allocation of income as a result
of the Class B partners' capital balances reaching zero at the end of 2000.

The Partnership made cash distributions of investment income and a return of
capital to Limited Partners holding Class A Units of $0.93 per Class A Unit for
the year ended December 31, 2001, $0.89 per Class A Unit for the year ended
December 31, 2000, and $0.88 per Class A Unit for the year ended December 31,
1999. The General Partners anticipate that distributions per unit to limited
partners holding Class A Units will continue in 2002. Distributions accrued for
the fourth quarter of 2001 to the Limited Partners holding Class A Units were
paid in February 2002. No cash distributions were made to Limited Partners
holding Class B Units.

Refer to footnotes of audited Financial Statements where a complete summary of
operations is disclosed.

Liquidity and Capital Resources

The Partnership's net cash used in operating activities was $85,637 in 2001,
$68,968 in 2000, and $87,298 in 1999. The use of cash from operating activities
remained relatively stable in 2001 as compared to 1999. The decrease in use of
cash in operating activities in 2000 is attributable primarily to an increase in
interest income. Net cash provided by investing activities was $2,602,975 in
2001, $2,474,151 in 2000, and $2,558,623 in 1999. The increased cash provided by
investing activities from year 2000 to 2001 is directly attributable to the
increase in distributions received from joint ventures, primarily generated by
the Fund VII-VIII Joint Venture from an increase in rental income at Hannover
Center. Net cash used in financing activities increased to $2,507,159 in 2001
from $2,487,363 in 2000 and $2,379,215 in 1999, due to increases in cash flows
generated by properties owned through joint ventures, resulting in an increased
distribution rate for the Partnership.

The Partnership expects to continue to meet its short-term liquidity
requirements and budget demands generally through net cash provided by
operations which the Partnership believes will continue to be adequate to meet
both operating requirements and distributions to limited partners. Although
there is no assurance, the General Partners anticipate that cash distributions
to Limited Partners holding Class A Units will continue in 2002 at a level at
least comparable with 2001 cash distributions on an annual basis.

-12-

At this time, given the nature of the joint ventures and properties in which the
Partnership has invested, there are no known improvements or renovations to the
properties expected to be funded from cash flow from operations.

Since properties are acquired on an all-cash basis, the Partnership has no
permanent long-term liquidity requirements.

Inflation

The real estate market has not been affected significantly by inflation during
the past three years due to the relatively low inflation rate. There are
provisions in the majority of tenant leases executed by the Partnership to
protect the Partnership from the impact of inflation. Most leases contain common
area maintenance charges, real estate tax and insurance reimbursements on a per
square foot basis, or in some cases, annual reimbursement of operating expenses
above a certain per square foot allowance. These provisions should reduce the
Partnership's exposure to increases in costs and operating expenses resulting
from inflation.

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 judgment in the application of accounting policies,
including making estimates and assumptions. These judgments affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. If 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. Below is a discussion of the accounting policies that we consider to
be critical in that they may require complex judgment in their application or
require estimates about matters, which are inherently uncertain. Additional
discussion of accounting policies that we consider to be significant, including
further discussion of the critical accounting policies described below, is
presented in the notes to the Partnership's financial statements in Item 14(a).

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, either
directly or through investments in joint ventures, on a straight-line basis over
the terms of the respective leases. If a tenant was to encounter financial
difficulties in future periods, the amount recorded as receivable may not be
realized.

Operating Cost Reimbursements

The Partnership generally bills tenants for operating cost reimbursements,
either directly or through investments in joint ventures, on a monthly basis at
amounts estimated largely based on actual prior period activity and the
respective 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 lease terms. Financial
difficulties encountered by tenants may result in receivables not being
realized.

-13-

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
an ownership interest, either directly or through 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 asset, estimated at an amount equal to the future
undiscounted operating cash flows expected to be generated from tenants over the
life of asset and from its eventual disposition, to the carrying value of the
asset. 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 2001, 2000 or 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements of the Registrant and supplementary data are detailed
under Item 14(a) and filed as part of the report on the pages indicated.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no disagreements with the Partnership's accountants or other
reportable events during 2001.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

-14-

PART III

ITEM 10. GENERAL PARTNERS OF THE PARTNERSHIP

Wells Partners, L.P. The sole General Partner of Wells Partners is Wells
Capital, Inc. The executive offices of Wells Capital, Inc. are located at 6200
The Corners Parkway, Norcross, Georgia 30092.

Leo F. Wells, III. Mr. Wells is a resident of Atlanta, Georgia, is 58 years of
age and holds a Bachelor of Business Administration Degree in Economics from the
University of Georgia. Mr. Wells is the President and sole Director of Wells
Capital. Mr. Wells is the President of Wells & Associates, Inc., a real estate
brokerage and investment company formed in 1976 and incorporated in 1978, for
which he serves as principal broker. Mr. Wells is also currently the sole
Director and President of Wells Management Company, Inc., a property management
company he founded in 1983. In addition, Mr. Wells is the President and Chairman
of the Board of Wells Investment Securities, Inc., Wells & Associates, Inc., and
Wells Management Company, Inc. which are affiliates of the General Partners.
From 1980 to February 1985, Mr. Wells served as Vice-President of Hill-Johnson,
Inc., a Georgia corporation engaged in the construction business. From 1973 to
1976, he was associated with Sax Gaskin Real Estate Company and from 1970 to
1973, he was a real estate salesman and property manager for Roy D. Warren &
Company, an Atlanta real estate company.

ITEM 11. COMPENSATION OF GENERAL PARTNERS AND AFFILIATES

The following table summarizes the compensation and fees paid to the General
Partners and their affiliates during the year ended December 31, 2001:

Name of Individual Capacities in Which Served Cash
or Number in Group Form of Compensation Compensation
- ------------------------------ --------------------------- ------------

Wells Management Company, Inc. Property Manager-Management $247,480(1)
and Leasing Fees

(1) These fees are not paid directly by the Partnership, but are paid by
the joint venture entities which own properties for which the property
management and leasing services relate and include management and
leasing fees. The Partnership does not own any properties directly.
Accordingly, these fees are payable to Wells Management, Inc. by the
joint ventures described in Item 1 and represent the Partnership's
ownership interest in amounts attributable to the properties owned
directly by these joint ventures for services rendered during 2001.
Some of these fees were accrued for accounting purposes in 2001,
however, were not paid until January 2002.

-15-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No Limited Partner is known by the Partnership to own beneficially more than 5%
of the outstanding units of the Partnership.

Set forth below is the security ownership of management as of December 31, 2001.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ------------------- --------------------------- ----------------

Class A units Leo F. Wells, III 4,140.88 units (IRA, 401(k) Less than 1%
and Profit Sharing)

No arrangements exist which would, upon execution thereof, result in a change in
control of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The compensation and fees paid or to be paid by the Partnership to the General
Partners and their affiliates in connection with the operation of the
Partnership are described below:

Interest in Partnership Cash Flow and Net Sale Proceeds

The General Partners will receive a subordinated participation in net cash flow
from operations equal to 10% of net cash flow after the Limited Partners holding
Class A Units have received preferential distributions equal to 10% of their
adjusted capital accounts in each fiscal year. The General Partners will also
receive a subordinated participation in net sales proceeds and net financing
proceeds equal to 20% of residual proceeds available for distribution after
Limited Partners holding Class A Units have received a return of their adjusted
capital contributions plus a 10% cumulative return on their adjusted capital
contributions and Limited Partners holding Class B Units have received a return
of their adjusted capital contributions plus a 15% cumulative return on their
adjusted capital contributions; provided, however, that in no event shall the
General Partners receive in the aggregate in excess of 15% of net sales proceeds
and net financing proceeds remaining after payments to Limited Partners from
such proceeds of amounts equal to the sum of their adjusted capital
contributions plus a 6% cumulative return on their adjusted capital
contributions. The General Partners did not receive any distributions from net
cash flow from operations or net sales proceeds for the year ended December 31,
2001.

Property Management and Leasing Fees

Wells Management Company, Inc., an affiliate of the General Partners, will
receive compensation for supervising the management of the Partnership
properties equal to the lesser of (A) (i) 3% of the gross revenues for
management and 3% of the gross revenues for leasing (aggregate maximum of 6%)
plus a separate one-time fee for initial rent-up or leasing-up of newly
constructed properties in an amount not to exceed the fee customarily charged in
arm's-length transactions by others rendering similar services in the same
geographic area for similar properties; and (ii) in the case of industrial and
commercial properties which are leased on a long-term basis (ten or more years),
1% of the gross revenues except for initial leasing fees equal to 3% of the
gross revenues over the first five years of the lease term; or (B) the amounts
charged by unaffiliated persons rendering comparable services in the same
geographic area.

-16-

Wells Management Company, Inc. has received $247,480 in cash compensation for
services rendered during the year ended December 31, 2001.

Real Estate Commissions

In connection with the sale of Partnership properties, the General Partners or
their affiliates may receive commissions not exceeding the lesser of (A) 50% of
the commissions customarily charged by other brokers in arm's-length
transactions involving comparable properties in the same geographic area or (B)
3% of the gross sales price of the property, and provided that payments of such
commissions will be made only after Limited Partners have received prior
distributions totaling 100% of their capital contributions plus a 6% cumulative
return on their adjusted capital contributions. No real estate commissions were
paid to the General Partners or affiliates for the year ended December 31, 2001.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

-17-

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. The financial statements are contained on pages F-2 through F-40 of this
Annual Report on Form 10-K, and the list of the financial statements
contained herein is set forth on page F-1, which is hereby incorporated by
reference.

(a)2. The Exhibits filed in response to Item 601 of Regulation S-K are listed on
the Exhibit Index attached hereto.

(b) No reports on Form 8-K were filed with the Commission during the fourth
quarter of 2001.

(c) The exhibits filed in response to Item 601 of Regulation S-K are listed on
the Exhibit Index attached hereto.

(d) See (a) 2 above.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

-18-

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 21st day of March
2002.

Wells Real Estate Fund VIII, L.P.
(Registrant)

By: /s/ Leo F. Wells, III
----------------------------------------------
Leo F. Wells, III
Individual General Partner and as President
and Chief Financial Officer of Wells Capital,
Inc., the Corporate General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity as and on the date indicated.

Signature TITLE Date
- ------------------------------- ------------------------------------- -----------------------

/s/ Leo F. Wells, III
- -------------------------------
Leo F. Wells, III Individual General Partner, March 21, 2002
President and Sole Director
of Wells Capital, Inc., the Corporate
General Partner

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO
SECTION 12 OF THE ACT.

No annual report or proxy material relating to an annual or other meeting of
security holders has been sent to security holders.

-19-

INDEX TO FINANCIAL STATEMENTS

Financial Statements Page
- ------------------------------------------------------------------------------------- ----

Independent Auditors' Report F-2

Balance Sheets as of December 31, 2001 and 2000 F-3

Statements of Income for the Years Ended December 31, 2001, 2000, and 1999 F-4

Statements of Partners' Capital for the Years Ended December 31, 2001, 2000, and 1999 F-5

Statements of Cash Flows for the Years Ended December 31, 2001, 2000, and 1999 F-6

Notes to Financial Statements for December 31, 2001, 2000, and 1999 F-7

Audited Financial Statements - The Cirrus Logic Building F-27

Audited Financial Statements - The U.S. Cellular Building F-34

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund VIII, L.P.:

We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND VIII,
L.P. (a Georgia public limited partnership) as of December 31, 2001 and 2000 and
the related statements of income, partners' capital, and cash flows for each of
the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wells Real Estate Fund VIII,
L.P. as of December 31, 2001 and 2000 and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 25, 2002

F-2

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

2001 2000
----------- -----------

ASSETS

INVESTMENT IN JOINT VENTURES $21,861,005 $23,179,647

CASH AND CASH EQUIVALENTS 28,901 18,722

DUE FROM AFFILIATES 804,064 568,670

PREPAIDS AND OTHER ASSETS 0 2,030
----------- -----------
Total assets $22,693,970 $23,769,069
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Partnership distributions payable $ 684,141 $ 580,749
Accounts payable 6,527 8,173
----------- -----------
690,668 588,922
----------- -----------
COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
Limited partners:
Class A--2,806,519 units and 2,764,087 units as of December 31, 2001
and 2000, respectively 22,003,302 23,180,147
Class B--396,750 units and 439,182 units as of December 31, 2001 and
2000, respectively 0 0
----------- -----------
Total partners' capital 22,003,302 23,180,147
----------- -----------
Total liabilities and partners' capital $22,693,970 $23,769,069
=========== ===========

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

F-3

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001 2000 1999
---------- ----------- -----------

REVENUES:
Equity in income of joint ventures $1,519,727 $ 1,363,174 $ 1,360,494
Interest income 1,576 10,621 3
---------- ----------- -----------
1,521,303 1,373,795 1,360,497
---------- ----------- -----------
EXPENSES:
Partnership administration 59,438 52,245 54,299
Legal and accounting 13,161 21,214 23,016
Amortization of organization costs 0 0 6,250
Computer costs 14,998 12,273 9,986
---------- ----------- -----------
87,597 85,732 93,551
---------- ----------- -----------
Net INCOME $1,433,706 $ 1,288,063 $ 1,266,946
========== =========== ===========

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS $1,433,706 $ 2,294,288 $ 2,481,559
========== =========== ===========

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS $ 0 $(1,006,225) $(1,214,613)
========== =========== ===========

NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 0.51 $ 0.84 $ 0.91
========== =========== ===========

NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT $ 0.00 $ (2.19) $ (2.47)
========== =========== ===========

DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 0.93 $ 0.89 $ 0.88
========== =========== ===========

The accompanying notes are an integral part of these statements.

F-4

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

Limited Partners
------------------------------------------------
Class A Class B Total
------------------------ --------------------- Partners'
Units Amount Units Amount Capital
--------- ------------ ------- ----------- ------------

BALANCE, DECEMBER 31, 1998 2,674,584 $ 23,113,046 528,685 $ 2,367,471 $ 25,480,517

Net income (loss) 0 2,481,559 0 (1,214,613) 1,266,946
Partnership distributions 0 (2,401,544) 0 0 (2,401,544)
Class B conversion elections 53,841 148,817 (53,841) (148,817) 0
--------- ------------ ------- ----------- ------------
BALANCE, DECEMBER 31, 1999 2,728,425 23,341,878 474,844 1,004,041 24,345,919

Net income (loss) 0 2,294,288 0 (1,006,225) 1,288,063
Partnership distributions 0 (2,453,835) 0 0 (2,453,835)
Class B conversion elections 35,662 (2,184) (35,662) 2,184 0
--------- ------------ ------- ----------- ------------
BALANCE, DECEMBER 31, 2000 2,764,087 23,180,147 439,182 0 23,180,147

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

The accompanying notes are an integral part of these statements.

F-5

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

2001 2000 1999
----------- ----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,433,706 $ 1,288,063 $ 1,266,946
----------- ----------- -----------
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in income of joint ventures (1,519,727) (1,363,174) (1,360,494)
Amortization of organization costs 0 0 6,250
Changes in assets and liabilities:
Prepaid expenses and other assets 2,030 (2,030) 0
Accounts payable and accrued expenses (1,646) 8,173 0
----------- ----------- -----------
Total adjustments (1,519,343) (1,357,031) (1,354,244)
----------- ----------- -----------
Net cash used in operating activities (85,637) (68,968) (87,298)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions received from joint ventures 2,602,975 2,474,151 2,558,623
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners in excess of accumulated earnings (1,229,421) (914,092) 0
Distributions to partners from accumulated earnings (1,277,738) (1,573,271) (2,379,215)
----------- ----------- -----------
Net cash used in financing activities (2,507,159) (2,487,363) (2,379,215)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,179 (82,180) 92,110

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 18,722 100,902 8,792
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 28,901 $ 18,722 $ 100,902
=========== =========== ===========

The accompanying notes are an integral part of these statements.

F-6

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000, AND 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

Wells Real Estate Fund VIII, L.P. (the "Partnership") is a public limited
partnership organized on August 15, 1994 under the laws of the state of
Georgia. The general partners are Leo F. Wells, III and Wells Partners L.P.
("Wells Partners"), a Georgia nonpublic limited partnership. The
Partnership has two classes of limited partnership interests, Class A and
Class B units. Limited partners have the right to change their prior
elections to have some or all of their units treated as Class A units or
Class B units one time during each quarterly accounting period. Limited
partners may vote to, among other things, (a) amend the partnership
agreement, subject to certain limitations, (b) change the business purpose
or investment objectives of the Partnership, and (c) 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.

The Partnership was formed to acquire and operate commercial real
properties, including properties which are either to be developed, are
currently under development or construction, are newly constructed, or have
operating histories. The Partnership owns an interest in the following
properties through joint ventures between the Partnership and other Wells
Real Estate Funds: (i) an office building in Jacksonville, Florida (the
"BellSouth property"); (ii) a retail shopping center in Clemmons, Forsyth
County, North Carolina ("Tanglewood Commons"); (iii) an office building in
Gainesville, Florida ("CH2M Hill Building"); (iv) a retail/office building
located in Stockbridge, Georgia ("Hannover Center"); (v) an office building
in Madison, Wisconsin ("U.S. Cellular Building"); (vi) an office building
in Farmers Branch, Texas ("AT&T Texas Building"); (vii) a two-story office
building in Boulder County, Colorado ("Cirrus Logic Building"); (viii) a
two-story office building in Orange County, California ("Quest Building,"
formerly "Bake Parkway Building").

Use of Estimates and Factors Affecting the Partnership

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

The carrying values of real estate are based on management's current intent
to hold the real estate assets as long-term investments. 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 it is taking will enable
the Partnership to realize its investment in its assets.

F-7

Income Taxes

The Partnership is not subject to federal or state income taxes; therefore,
none have been provided for in the accompanying financial statements. The
partners are required to include their respective shares of profits and
losses in their individual income tax returns.

Distributions of Net Cash From Operations

Cash available for distribution, as defined by the partnership agreement,
is distributed to the limited partners quarterly. In accordance with the
partnership agreement, such distributions are paid first to limited
partners holding Class A units until they have received a 10% per annum
return on their net capital contributions, as defined. Then, such
distributions are paid to the general partners until they have received 10%
of the total amount distributed thus far. Any remaining cash available for
distribution is split between the limited partners holding Class A units
and the general partners on a basis of 90% and 10%, respectively. No
distributions will be made to the limited partners holding Class B units.

Distribution of Sales Proceeds

Upon sales of properties, the net sales proceeds are distributed in the
following order:

. To limited partners holding units, which at any time have been
treated as Class B units, until they receive an amount necessary
to equal the net cash available for distribution received by the
limited partners holding Class A units

. To limited partners on a per unit basis until each limited
partner has received 100% of his/her net capital contributions,
as defined

. To limited partners on a per unit basis until they receive a
cumulative 10% per annum return on their net capital
contributions, as defined

. To limited partners on a per unit basis until they receive an
amount equal to their preferential limited partners return
(defined as the sum of a 10% per annum cumulative return on net
capital contributions for all periods during which the units were
treated as Class A units and a 15% per annum cumulative return on
net capital contributions for all periods during which the units
were treated as Class B units)

. To the general partners until they have received 100% of their
capital contributions; in the event that limited partners have
received aggregate cash distributions from the Partnership over
the life of their investment in excess of a return of their net
capital contributions plus their preferential limited partner
return, then the general partners shall receive an additional sum
equal to 25% of such excess

. Thereafter, 80% to the limited partners on a per unit basis and
20% to the general partners

Allocation of Net Income, Net Loss, and Gain on Sale

Net income is defined as net income recognized by the Partnership,
excluding deductions for depreciation and amortization. Net income, as
defined, of the Partnership will be allocated each year in the same
proportions that net cash from operations is distributed to the partners.
To the extent the Partnership's net income in any year exceeds net cash
from operations, it will be allocated 99% to the limited partners holding
Class A units and 1% to the general partners.

Net loss, depreciation, and amortization deductions for each fiscal year
will be allocated as follows: (a) 99% to the limited partners holding Class
B units and 1% to the general partners until their capital accounts are
reduced to zero, (b) then to any partner having a positive balance in
his/her capital account in an amount not to exceed such positive balance,
and (c) thereafter to the general partners.

F-8

Gain on the sale or exchange of the Partnership's properties will be
allocated generally in the same manner that the net proceeds from such sale
are distributed to partners after the following allocations are made, if
applicable: (a) allocations made pursuant to the qualified income offset
provisions of the partnership agreement, (b) allocations to partners having
negative capital accounts until all negative capital accounts have been
restored to zero, and (c) allocations to limited partners holding Class B
units in amounts equal to the deductions for depreciation and amortization
previously allocated to them with respect to the specific partnership
property sold, but not in excess of the amount of gain on sale recognized
by the Partnership with respect to the sale of such property.

Investment in Joint Ventures

Basis of Presentation

The Partnership does not have control over the operations of the joint
ventures; however, it does exercise significant influence.
Accordingly, investments in joint ventures are recorded using the
equity method of accounting.

Real Estate Assets

Real estate assets held by the joint ventures are stated at cost less
accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All
repairs and maintenance expenditures are expensed as incurred.

Management continually monitors events and changes in circumstances
which could indicate that carrying amounts of real estate assets may
not be recoverable. When events or changes in circumstances are
present that indicate the carrying amounts of real estate assets may
not be recoverable, management assesses the recoverability of real
estate assets by determining whether the carrying value of such real
estate assets will be recovered through the future cash flows expected
from the use of the asset and its eventual disposition. Management has
determined that there has been no impairment in the carrying value of
real estate assets held by the joint ventures as of December 31, 2001
or 2000.

Depreciation for buildings and improvements is calculated using the
straight-line method over 25 years. Tenant improvements are amortized
over the life of the related lease or the life of the asset, whichever
is shorter.

Revenue Recognition

All leases on real estate assets held by the joint ventures are
classified as operating leases, and the related rental income is
recognized on a straight-line basis over the terms of the respective
leases.

Partners' Distributions and Allocations of Profit and Loss

Cash available for distribution and allocations of profit and loss to
the Partnership by the joint ventures are made in accordance with the
terms of the individual joint venture agreements. Generally, these
items are allocated in proportion to the partners' respective
ownership interests. Cash is paid from the joint ventures to the
Partnership quarterly.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and
amortized on a straight-line basis over the terms of the related
leases. Deferred lease acquisition costs are included in prepaid
expenses and other assets, net, in the balance sheets presented in
Note 3.

F-9

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Partnership considers
all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents include cash and
short-term investments. Short-term investments are stated at cost, which
approximates fair value, and consist of investments in money market
accounts.

Per Unit Data

Net income (loss) per unit with respect to the Partnership for the years
ended December 31, 2001, 2000, and 1999 is computed based on the weighted
average number of units outstanding during the period.

Reclassifications

Certain prior year items have been reclassified to conform with the current
year financial statement presentation.

2. RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 2001 and 2000 represents the
Partnership's share of cash distributed from its joint venture investments
for the fourth quarters of 2001 and 2000:

2001 2000
-------- --------
Fund VI, VII, and VIII Associates $163,816 $126,660
Fund VII and VIII Associates 140,613 55,581
Fund VIII and IX Associates 499,635 386,429
-------- --------
$804,064 $568,670
======== ========

The Partnership entered into a property management and leasing agreement
with Wells Management, Inc. ("Wells Management"), an affiliate of the
general partners. In consideration for supervising the management of the
Partnership's properties, the Partnership will generally pay Wells
Management management and leasing fees equal to (a) 3% of the gross
revenues for management and 3% of the gross revenues for leasing (aggregate
maximum of 6%) plus a separate fee for the one-time initial lease-up of
newly constructed properties in an amount not to exceed the fee customarily
charged in arm's-length transactions by others rendering similar services
in the same geographic area for similar properties or (b) in the case of
commercial properties which are leased on a long-term net basis (ten or
more years), 1% of the gross revenues except for initial leasing fees equal
to 3% of the gross revenues over the first five years of the lease term.

The Partnership incurred management and leasing fees and lease acquisition
costs, at the joint venture level, of $247,480, $246,937, and $238,682 for
the years ended December 31, 2001, 2000, and 1999, respectively.

Wells Capital, Inc. (the "Company"), the general partner of Wells Partners,
performs certain administrative services for the Partnership, such as
accounting and other partnership administration, and incurs the related
expenses. Such expenses are allocated among the various Wells Real Estate
Funds based on time spent on each fund by individual administrative
personnel. In the opinion of management, such allocation is a reasonable
estimation of such expenses.

The general partners are also general partners of other Wells Real Estate
Funds. As such, there may exist conflicts of interest where the general
partners in the capacity as general partners of other Wells Real Estate
Funds may be in competition with the Partnership for tenants in similar
geographic markets.

F-10

3. INVESTMENT IN JOINT VENTURES

The Partnership's investment and percentage ownership in joint ventures at
December 31, 2001 and 2000 are summarized as follows:

2001 2000
--------------------- ---------------------
Amount Percent Amount Percent
----------- ------- ----------- -------

Fund VI, VII, and VIII Associates $ 4,753,935 32% $ 5,006,987 32%
Fund VII and VIII Associates 3,309,896 63 3,566,648 63
Fund VIII and IX Associates 13,797,174 55 14,606,012 55
----------- -----------
$21,861,005 $23,179,647
=========== ===========

The following is a roll forward of the Partnership's investment in the
joint ventures for the years ended December 31, 2001 and 2000:

2001 2000
----------- -----------
Investment in joint ventures, beginning of year $23,179,647 $24,323,418
Equity in income of joint ventures 1,519,727 1,363,174
Distributions from joint ventures (2,838,369) (2,506,945)
----------- -----------
Investment in joint ventures, end of year $21,861,005 $23,179,647
=========== ===========

Fund VI, VII, and VIII Associates

On April 17, 1995, the Partnership entered into a joint venture with Wells
Real Estate Fund VI, L.P. ("Fund VI") and Wells Real Estate Fund VII, L.P.
("Fund VII"). The joint venture, Fund VI, VII, and VIII Associates, was
formed to acquire, develop, operate, and sell real properties. On April 25,
1995, the joint venture purchased a 5.55-acre parcel of land in
Jacksonville, Florida. A 92,964-square foot office building, known as the
BellSouth property, was completed and commenced operations in 1996. On May
31, 1995, the joint venture purchased a 14.683-acre parcel of land located
in Clemmons, Forsyth County, North Carolina. A retail shopping center,
Tanglewood Commons, was developed and was substantially completed at
December 31, 1997.

F-11

Following are the financial statements for Fund VI, VII, and VIII
Associates:

Fund VI, VII, and VIII Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

2001 2000
----------- -----------

Assets
Real estate assets, at cost:
Land $ 4,461,819 $ 4,461,819
Building and improvements, less accumulated depreciation of
$3,707,449 in 2001 and $3,031,152 in 2000 9,398,120 10,074,417
Construction in progress 3,797 3,797
----------- -----------
Total real estate assets 13,863,736 14,540,033
Cash and cash equivalents 747,198 606,802
Accounts receivable 192,807 346,018
Prepaid expenses and other assets, net 428,052 471,658
----------- -----------
Total assets $15,231,793 $15,964,511
=========== ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable $ 76,639 $ 65,442
Partnership distributions payable 446,315 408,291
Due to affiliates 15,590 15,407
----------- -----------
Total liabilities 538,544 489,140
----------- -----------
Partners' capital:
Wells Real Estate Fund VI 5,032,488 5,300,368
Wells Real Estate Fund VII 4,906,826 5,168,016
Wells Real Estate Fund VIII 4,753,935 5,006,987
----------- -----------
Total partners' capital 14,693,249 15,475,371
----------- -----------
Total liabilities and partners' capital $15,231,793 $15,964,511
=========== ===========

F-12

Fund VI, VII, and VIII Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
---------- ---------- ----------

Revenues:
Rental income $2,424,385 $2,364,871 $2,294,016
Interest income 25,294 3,985 14,937
Other income 360 360 360
---------- ---------- ----------
2,450,039 2,369,216 2,309,313
---------- ---------- ----------
Expenses:
Depreciation 676,297 715,402 701,885
Operating costs, net of reimbursements 362,796 371,191 444,156
Management and leasing fees 277,863 273,632 259,352
Legal and accounting 16,296 7,650 10,286
Partnership administration 42,469 30,330 27,804
Computer costs 2,985 1,585 1,043
Bad debt expense 22,111 0 0
---------- ---------- ----------
1,400,817 1,399,790 1,444,526
---------- ---------- ----------
Net income $1,049,222 $ 969,426 $ 864,787
========== ========== ==========

Net income allocated to Wells Real Estate Fund VI $ 359,362 $ 332,032 $ 296,193
========== ========== ==========

Net income allocated to Wells Real Estate Fund VII $ 350,389 $ 323,741 $ 288,796
========== ========== ==========

Net income allocated to Wells Real Estate Fund VIII $ 339,471 $ 313,653 $ 279,798
========== ========== ==========

Fund VI, VII, and VIII Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells Real Wells Real Wells Real Total
Estate Estate Estate Partners'
Fund VI Fund VII Fund VIII Capital
----------- ----------- ----------- ------------

Balance, December 31, 1998 $ 5,813,110 $ 5,667,955 $ 5,491,347 $ 16,972,412
Net income 296,193 288,796 279,798 864,787
Partnership distributions (549,934) (536,202) (519,493) (1,605,629)
----------- ----------- ----------- ------------
Balance, December 31, 1999 5,559,369 5,420,549 5,251,652 16,231,570
Net income 332,032 323,741 313,653 969,426
Partnership distributions (591,033) (576,274) (558,318) (1,725,625)
----------- ----------- ----------- ------------
Balance, December 31, 2000 5,300,368 5,168,016 5,006,987 15,475,371
Net income 359,362 350,389 339,471 1,049,222
Partnership distributions (627,242) (611,579) (592,523) (1,831,344)
----------- ----------- ----------- ------------
Balance, December 31, 2001 $ 5,032,488 $ 4,906,826 $ 4,753,935 $ 14,693,249
=========== =========== =========== ============

F-13

Fund VI, VII, and VIII Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
----------- ----------- -----------

Cash flows from operating activities:
Net income $ 1,049,222 $ 969,426 $ 864,787
----------- ----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 676,297 715,402 701,885
Changes in assets and liabilities:
Accounts receivable 153,211 (74,810) (71,269)
Prepaid expenses and other assets, net 43,606 58,171 87,773
Accounts payable 11,197 (18,717) 32,133
Due to affiliates 183 (874) 6,546
----------- ----------- -----------
Total adjustments 884,494 679,172 757,068
----------- ----------- -----------
Net cash provided by operating activities 1,933,716 1,648,598 1,621,855
Cash flows from investing activities:
Investment in real estate 0 (136,564) (64,749)
Cash flows from financing activities:
Distributions to joint venture partners (1,793,320) (1,641,434) (1,621,225)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 140,396 (129,400) (64,119)
Cash and cash equivalents, beginning of year 606,802 736,202 800,321
----------- ----------- -----------
Cash and cash equivalents, end of year $ 747,198 $ 606,802 $ 736,202
=========== =========== ===========

Fund VII and VIII Associates

On February 10, 1995, the Partnership entered into a joint venture
agreement with Fund VII. The joint venture, Fund VII and VIII Associates,
was formed to acquire, develop, operate, and sell real properties. During
1995, the joint venture purchased a five-acre parcel of land in
Gainesville, Alachua County, Florida. A 62,975-square foot office building,
the CH2M Hill Building, was constructed and began operations during 1995.
In April 1996, Fund VII contributed 1.01 acres of land located in
Stockbridge, Georgia, and improvements thereon to the joint venture for the
development of a 12,000-square foot, single-story combination retail/office
building. The building, The Hannover Center, was completed and commenced
operations in 1996.

F-14

The following are the financial statements for Fund VII and VIII
Associates:

Fund VII and VIII Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

2001 2000
---------- ----------

Assets

Real estate assets, at cost:
Land $ 822,320 $ 822,320
Building and improvements, less accumulated depreciation of $1,668,189 in
2001 and $1,396,480 in 2000 4,227,542 4,545,871
Personal property, less accumulated depreciation of $181,212 in 2001 and
$151,423 in 2000 116,671 146,460
---------- ----------
Total real estate assets 5,166,533 5,514,651
Cash and cash equivalents 151,078 76,565
Accounts receivable 93,860 70,209
Prepaid expenses and other assets, net 51,894 70,969
---------- ----------
Total assets $5,463,365 $5,732,394
========== ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable $ 17,125 $ 13,160
Due to affiliates 572 2,497
Partnership distributions payable 221,966 87,738
---------- ----------
Total liabilities 239,663 103,395
---------- ----------
Partners' capital:
Wells Real Estate Fund VII 1,913,806 2,062,351
Wells Real Estate Fund VIII 3,309,896 3,566,648
---------- ----------
Total partners' capital 5,223,702 5,628,999
---------- ----------
Total liabilities and partners' capital $5,463,365 $5,732,394
========== ==========

F-15

Fund VII and VIII Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
--------- --------- ---------

Revenues:
Rental income $ 741,552 $ 686,642 $ 769,052
Interest income 6,037 0 0
Other income 360 360 300
--------- --------- ---------
747,949 687,002 769,352
--------- --------- ---------
Expenses:
Depreciation 348,118 375,575 347,646
Management and leasing fees 138,767 114,334 124,040
Legal and accounting 10,884 20,113 13,952
Partnership administration 22,760 26,162 29,182
Bad debt expense 3 42,564 0
Operating costs, net of reimbursements (66,129) (48,017) (28,354)
--------- --------- ---------
454,403 530,731 486,466
--------- --------- ---------
Net income $ 293,546 $ 156,271 $ 282,886
========= ========= =========

Net income allocated to Wells Real Estate Fund VII $ 107,588 $ 57,275 $ 103,681
========= ========= =========

Net income allocated to Wells Real Estate Fund VIII $ 185,958 $ 98,996 $ 179,205
========= ========= =========

Fund VII And VIII Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells Real Wells Real Total
Estate Estate Partners'
Fund VII Fund VIII Capital
----------- ----------- -----------
Balance, December 31, 1998 $ 2,317,761 $ 4,008,114 $ 6,325,875
Net income 103,681 179,205 282,886
Partnership distributions (229,839) (397,269) (627,108)
----------- ----------- -----------
Balance, December 31, 1999 2,191,603 3,790,050 5,981,653
Net income 57,275 98,996 156,271
Partnership distributions (186,527) (322,398) (508,925)
----------- ----------- -----------
Balance, December 31, 2000 2,062,351 3,566,648 5,628,999
Net income 107,588 185,958 293,546
Partnership distributions (256,133) (442,710) (698,843)
----------- ----------- -----------
Balance, December 31, 2001 $ 1,913,806 $ 3,309,896 $ 5,223,702
=========== =========== ===========

F-16

Fund VII and VIII Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
--------- --------- ---------

Cash flows from operating activities:
Net income $ 293,546 $ 156,271 $ 282,886
--------- --------- ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 348,118 375,575 347,646
Changes in assets and liabilities:
Accounts receivable (23,651) 41,076 (62,704)
Prepaid expenses and other assets, net 19,075 19,381 13,919
Accounts payable 3,965 (7,601) (3,707)
Due to affiliates (1,925) 270 727
--------- --------- ---------
Total adjustments 345,582 428,701 295,881
--------- --------- ---------
Net cash provided by operating activities 639,128 584,972 578,767
Cash flows from investing activities:
Investment in real estate 0 (21,904) (5,294)
Cash flows from financing activities:
Distributions to joint venture partners (564,615) (554,511) (630,161)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 74,513 8,557 (56,688)
Cash and cash equivalents, beginning of year 76,565 68,008 124,696
--------- --------- ---------
Cash and cash equivalents, end of year $ 151,078 $ 76,565 $ 68,008
========= ========= =========

Supplemental disclosure of noncash activities:
Write-off of fully depreciated real estate assets $ 46,620 $ 0 $ 0
========= ========= =========

Fund VIII and IX Associates

On June 10, 1996, the Partnership entered into a joint venture with Wells
Real Estate Fund IX, L.P ("Fund IX"). The joint venture, Fund VIII and IX
Associates, was formed to acquire, develop, operate, and sell real
properties. On June 19, 1996, the joint venture purchased a 7.09-acre
parcel of land in Madison, Wisconsin. The parcel was developed and
commenced operations as the U.S. Cellular Building in 1997. On October 10,
1996, the joint venture purchased a 40,000-square foot, one-story office
building, known as the TCI Building, in Farmers Branch, Texas. On January
10, 1997, the joint venture purchased a 63,417-square foot, two-story
office building, known as the Matsushita Building, in Orange County,
California. On February 20, 1997, the joint venture purchased a two-story
partially completed office building, known as the Cirrus Logic Building, in
Boulder County, Colorado. Construction of the 49,460-square foot building
was completed and commenced operations in 1997.

On June 15, 2000, Fund VIII and IX Associates entered into a joint venture
with Wells Operating Partnership, L.P. (the "Operating Partnership"), a
Delaware limited partnership having Wells Real Estate Investment Trust,
Inc. ("Wells REIT"), a Maryland corporation, as its general partner. The
joint venture, Fund VIII, IX, and REIT Joint Venture, was formed to
acquire, develop, operate, and sell real properties. On July 1, 2000, Fund
VIII and IX Associates contributed, at cost, the Quest Building (formerly
the Matsushita Building) to the joint venture. The Quest Building is a
two-story office building containing approximately 65,006 rentable square
feet on a 4.4-acre tract of land in Irvine, California.

F-17

Following are the financial statements for Fund VIII and IX Associates:

Fund VIII and IX Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

2001 2000
----------- -----------

Assets
Real estate assets, at cost:
Land $ 2,503,586 $ 2,503,586
Building and improvements, less accumulated depreciation of
$4,966,747 in 2001 and $3,907,439 in 2000 15,552,683 16,611,991
----------- -----------
Total real estate assets 18,056,269 19,115,577
Cash and cash equivalents 845,779 826,248
Accounts receivable 827,141 613,445
Due from affiliates 249,982 149,060
Investment in limited partnerships 6,341,285 6,835,000
Prepaid expenses and other assets, net 98,053 138,558
----------- -----------
Total assets $26,418,509 $27,677,888
=========== ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable $ 292,194 $ 288,369
Due to affiliates 35,691 29,418
Partnership distributions payable 911,797 705,204
----------- -----------
Total liabilities 1,239,682 1,022,991
----------- -----------
Partners' capital:
Wells Real Estate Fund VIII 13,797,174 14,606,012
Wells Real Estate Fund IX 11,381,653 12,048,885
----------- -----------
Total partners' capital 25,178,827 26,654,897
----------- -----------
Total liabilities and partners' capital $26,418,509 $27,677,888
=========== ===========

F-18

Fund VIII and IX Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
----------- ----------- -----------

Revenues:
Rental income $ 2,466,165 $ 2,804,167 $ 3,132,925
Equity in income of joint venture 477,061 285,006 0
Interest income 21,027 34,741 25,995
Other income 15,847 13,074 0
----------- ----------- -----------
2,980,100 3,136,988 3,158,920
----------- ----------- -----------
Expenses:
Depreciation 1,059,308 1,167,145 1,274,978
Management and leasing fees 207,656 203,445 216,075
Property administration expenses 47,608 47,482 41,708
Legal and accounting 15,133 14,500 15,336
Operating costs, net of reimbursements (164,125) (30,221) (34,328)
----------- ----------- -----------
1,165,580 1,402,351 1,513,769
----------- ----------- -----------
Net income $ 1,814,520 $ 1,734,637 $ 1,645,151
=========== =========== ===========

Net income allocated to Wells Real Estate Fund VIII $ 994,298 $ 950,525 $ 901,489
=========== =========== ===========

Net income allocated to Wells Real Estate Fund IX $ 820,222 $ 784,112 $ 743,662
=========== =========== ===========

Fund VIII and IX Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells Real Wells Real Total
Estate Estate Partners'
Fund VIII Fund IX Capital
------------ ------------ ------------

Balance, December 31, 1998 $ 15,952,307 $ 13,159,479 $ 29,111,786
Net income 901,489 743,662 1,645,151
Partnership distributions (1,572,080) (1,296,849) (2,868,929)
------------ ------------ ------------
Balance, December 31, 1999 15,281,716 12,606,292 27,888,008
Net income 950,525 784,112 1,734,637
Partnership distributions (1,626,229) (1,341,519) (2,967,748)
------------ ------------ ------------
Balance, December 31, 2000 14,606,012 12,048,885 26,654,897
Net income 994,298 820,222 1,814,520
Partnership distributions (1,803,136) (1,487,454) (3,290,590)
------------ ------------ ------------
Balance, December 31, 2001 $ 13,797,174 $ 11,381,653 $ 25,178,827
============ ============ ============

F-19

Fund VIII and IX Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001 2000 1999
----------- ----------- -----------

Cash flows from operating activities:
Net income $ 1,814,520 $ 1,734,637 $ 1,645,151
----------- ----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in income of joint venture (477,061) (285,006) 0
Depreciation 1,059,308 1,167,145 1,274,978
Changes in assets and liabilities:
Accounts receivable (213,696) 78,307 (187,144)
Prepaid expenses and other assets, net 40,505 38,165 32,606
Accounts payable 3,825 4,821 94,407
Due to affiliates 6,273 (1,129) 3,920
----------- ----------- -----------
Total adjustments 419,154 1,002,303 1,218,767
----------- ----------- -----------
Net cash provided by operating activities 2,233,674 2,736,940 2,863,918
----------- ----------- -----------
Cash flows from investing activities:
Investment in real estate 0 0 (3,500)
Distributions received from joint venture 869,854 158,835 0
----------- ----------- -----------
Net cash provided by (used in) investing
activities 869,854 158,835 (3,500)
----------- ----------- -----------
Cash flows from financing activities:
Distributions to joint venture partners (3,083,997) (2,936,037) (2,901,686)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 19,531 (40,262) (41,268)
Cash and cash equivalents, beginning of year 826,248 866,510 907,778
----------- ----------- -----------
Cash and cash equivalents, end of year $ 845,779 $ 826,248 $ 866,510
=========== =========== ===========

Supplemental disclosure of noncash activities:

Real estate contributed to joint venture $ 0 $ 6,857,889 $ 0
=========== =========== ===========

Fund VIII, IX, and REIT Joint Venture

On June 15, 2000, Fund VIII and IX Associates entered into a joint venture
with the Operating Partnership to form the Fund VIII, IX, and REIT Joint
Venture for the purpose of developing, operating, and selling real
properties.

On July 1, 2000, Fund VIII and IX Associates contributed the Quest Building
(formerly Bake Parkway Building) to the joint venture. The Quest Building
is a two-story office building containing approximately 65,006 rentable
square feet on a 4.4-acre trace of land in Irvine, California. Fund VIII,
IX, and REIT Joint Venture recorded the net assets of the Quest Building at
an amount equal to the respective historical net book values. During 2000,
the Operating Partnership contributed $1,282,111 to the Fund VIII, IX, and
REIT Joint Venture. Ownership percentage interests were recomputed
accordingly.

F-20

Following are the financial statements for Fund VIII, IX, and REIT Joint
Venture:

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

2001 2000
---------- ----------

Assets

Real estate assets, at cost:
Land $2,220,993 $2,220,993
Building and improvements, less accumulated depreciation of
$649,436 in 2001 and $187,891 in 2000 4,952,724 5,408,892
---------- ----------
Total real estate assets 7,173,717 7,629,885
Cash and cash equivalents 297,533 170,664
Accounts receivable 164,835 197,802
Prepaid expenses and other assets, net 191,799 283,864
---------- ----------
Total assets $7,827,884 $8,282,215
========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 676 $ 0
Partnership distributions payable 296,856 170,664
---------- ----------
Total liabilities 297,532 170,664
---------- ----------
Partners' capital:
Fund VIII and IX Associates 6,341,285 6,835,000
Wells Operating Partnership, L.P. 1,189,067 1,276,551
---------- ----------
Total partners' capital 7,530,352 8,111,551
---------- ----------
Total liabilities and partners' capital $7,827,884 $8,282,215
========== ==========

F-21

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001 2000
---------- --------

Revenues:
Rental income $1,207,995 $563,049
Interest income 729 0
---------- --------
1,208,724 563,049
---------- --------
Expenses:
Depreciation 461,545 187,891
Management and leasing fees 142,735 54,395
Property administration expenses 22,278 5,692
Operating costs, net of reimbursements 15,326 5,178
---------- --------
641,884 253,156
---------- --------
Net income $ 566,840 $309,893
========== ========
Net income allocated to Fund VIII and IX Associates $ 477,061 $285,006
========== ========
Net income allocated to Wells Operating Partnership, L.P. $ 89,779 $ 24,887
========== ========

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

Fund VIII Wells Total
and IX Operating Partners'
Associates Partnership, L.P. Capital
----------- ----------------- -----------

Balance, June 15, 2000 (inception) $ 0 $ 0 $ 0
Net income 285,006 24,887 309,893
Partnership contributions 6,857,889 1,282,111 8,140,000
Partnership distributions (307,895) (30,447) (338,342)
----------- ----------- -----------
Balance, December 31, 2000 6,835,000 1,276,551 8,111,551
Net income 477,061 89,779 566,840
Partnership contributions 0 5,377 5,377
Partnership distributions (970,776) (182,640) (1,153,416)
----------- ----------- -----------
Balance, December 31, 2001 $ 6,341,285 $ 1,189,067 $ 7,530,352
=========== =========== ===========

F-22

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001 2000
----------- -----------

Cash flows from operating activities:
Net income $ 566,840 $ 309,893
----------- -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 461,545 187,891
Changes in assets and liabilities:
Accounts receivable 32,967 (197,802)
Prepaid expenses and other assets, net 92,065 (283,864)
Accounts payable 676 0
----------- -----------
Total adjustments 587,253 (293,775)
----------- -----------
Net cash provided by operating activities 1,154,093 16,118
----------- -----------
Cash flows from investing activities:
Investment in real estate (5,377) (959,887)
----------- -----------
Cash flows from financing activities:
Contributions from joint venture partners 5,377 1,282,111
Distributions to joint venture partners (1,027,224) (167,678)
----------- -----------
Net cash (used in) provided by financing activities (1,021,847) 1,114,433
----------- -----------
Net increase in cash and cash equivalents 126,869 170,664
Cash and cash equivalents, beginning of period 170,664 0
----------- -----------
Cash and cash equivalents, end of year $ 297,533 $ 170,664
=========== ===========

Supplemental disclosure of noncash activities:

Real estate contribution received from joint venture partner $ 0 $ 6,857,889
=========== ===========

4. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Partnership's income tax basis net income for the years ended December
31, 2001, 2000, and 1999 is calculated as follows:

2001 2000 1999
----------- ----------- -----------

Financial statement net income $ 1,433,706 $ 1,288,063 $ 1,266,946
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in
excess of amounts for income tax purposes 601,056 561,059 494,088
Expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes 2,394 (847) 4,682
Rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes (36,925) (123,273) (75,301)
Other 0 (17,571) (17,571)
----------- ----------- -----------
Income tax basis net income $ 2,000,231 $ 1,707,431 $ 1,672,844
=========== =========== ===========

F-23

The Partnership's income tax basis partners' capital at December 31, 2001,
2000, and 1999 is computed as follows:

2001 2000 1999
------------ ------------ ------------

Financial statement partners' capital $ 22,003,302 $ 23,180,147 $ 24,345,919
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting
purposes in excess of amounts for income tax
purposes 2,577,328 1,976,272 1,415,213
Capitalization of syndication costs for income
tax purposes, which are accounted for as cost
of capital for financial reporting purposes 4,774,787 4,774,787 4,774,787
Accumulated expenses deductible when paid for
income tax purposes, accrued for financial
reporting purposes 112,488 110,094 110,941
Accumulated rental income accrued for financial
reporting purposes in excess of amounts for
income tax purposes (518,422) (481,497) (358,224)
Partnership's distributions payable 684,142 580,750 614,277
Other (132,574) (132,574) (115,003)
------------ ------------ ------------
Income tax basis partners' capital $ 29,501,051 $ 30,007,979 $ 30,787,910
============ ============ ============

5. RENTAL INCOME

The future minimum rental income due from the Partnership's respective
ownership interests in joint ventures under noncancelable operating leases
at December 31, 2001 is as follows:

Year ending December 31:
2002 $ 3,424,570
2003 3,225,015
2004 2,574,311
2005 2,477,873
2006 1,836,595
Thereafter 5,635,260
------------
$ 19,173,624
============

Four tenants contributed approximately 18%, 17%, 13%, and 11% of rental
income. In addition, five tenants will contribute approximately 25%, 17%,
15%, 14%, and 10% of future minimum rental income.

The future minimum rental income due Fund VI, VII, and VIII Associates
under noncancelable operating leases at December 31, 2001 is as follows:

Year ending December 31:
2002 $ 2,482,965
2003 2,405,444
2004 2,273,500
2005 2,214,804
2006 1,165,554
Thereafter 5,453,538
------------
$ 15,995,805
============

F-24

Three tenants contributed approximately 48%, 22%, and 16% of rental income
for the year ended December 31, 2001. In addition, three tenants will
contribute approximately 51%, 33%, and 12% of future minimum rental income.

The future minimum rental income due Fund VII and VIII Associates under
noncancelable operating leases at December 31, 2001 is as follows:

Year ending December 31:
2002 $ 774,165
2003 723,286
2004 622,118
2005 577,925
2006 91,805
Thereafter 0
-----------
$ 2,789,299
===========

Two tenants contributed approximately 12% and 11% of rental income for the
year ended December 31, 2001. In addition, two tenants will contribute
approximately 74% and 16% of future minimum rental income.

The future minimum rental income due Fund VIII and IX Associates under
noncancelable operating leases as of December 31, 2001 is as follows:

Year ending December 31:
2002 $ 2,804,162
2003 2,544,616
2004 2,544,616
2005 2,544,616
2006 2,556,283
Thereafter 7,058,967
------------
$ 20,053,260
============

Four tenants contributed approximately 37%, 27%, 18%, and 13% of rental
income for the year ended December 31, 2001. In addition, three tenants
will contribute approximately 40%, 27%, and 22% of future minimum rental
income.

Future minimum rental income due from Fund VIII, IX, and REIT Joint Venture
under noncancelable operating leases at December 31, 2001 is as follows:

Year ending December 31:
2002 $1,287,119
2003 1,287,119
2004 107,260
2005 0
2006 0
Thereafter 0
----------
$2,681,498
==========

One tenant contributed 100% of rental income for the year ended December
31, 2001. In addition, one tenant will contribute 100% of future minimum
rental income.

F-25

6. QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial
information for the years ended December 31, 2001 and 2000:

2001 Quarters Ended
------------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------

Revenues $290,880 $358,906 $395,386 $476,131
Net income 274,112 329,433 377,832 452,329
Net income allocated to Class A limited
partners 274,112 329,433 377,832 452,329
Net income per weighted average Class A
limited partner unit outstanding (a) $ 0.10 $ 0.12 $ 0.14 $ 0.16
Distribution per weighted average Class A
limited partner unit outstanding 0.22 0.23 0.24 0.24

(a) The totals of the four quarterly amounts for the year ended
December 31, 2001 do not equal the totals for the year. This
difference results from the use of a weighted average to compute
the number of units outstanding for each quarter and the year.

2000 Quarters Ended
----------------------------------------------------
March 31 June 30 September 30 December 31
--------- --------- ------------ -----------

Revenues $ 370,937 $ 363,608 $ 323,856 $ 315,394
Net income 344,658 335,224 311,819 296,362
Net income allocated to Class A limited
partners 616,806 639,561 618,091 419,830
Net loss allocated to Class B limited
partners (271,428) (304,337) (306,272) (124,188)
Net income per weighted average Class A
limited partner unit outstanding (a) $ 0.22 $ 0.23 $ 0.23 $ 0.15
Net loss per weighted average Class B
limited partner unit outstanding (0.59) (0.66) (0.67) (0.27)
Distribution per weighted average Class A
limited partner unit outstanding 0.23 0.23 0.23 0.20

(a) The totals of the four quarterly amounts for the year ended
December 31, 2000 do not equal the totals for the year. This
difference results from the use of a weighted average to compute
the number of units outstanding for each quarter and the year.

7. COMMITMENTS AND CONTINGENCIES

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Partnership or Wells Partners.
In the normal course of business, the Partnership or Wells Partners may
become subject to such litigation or claims.

F-26

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund VIII
and Wells Real Estate Fund IX:

We have audited the accompanying balance sheets of THE CIRRUS LOGIC BUILDING as
of December 31, 2001 and 2000 and the related statements of income, partners'
capital, and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the property's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Cirrus Logic Building as of
December 31, 2001 and 2000 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 25, 2002

F-27

THE CIRRUS LOGIC BUILDING

BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

2001 2000
---------- ----------

ASSETS

REAL ESTATE ASSETS:
Land $ 928,974 $ 928,974
Building and improvements, less accumulated depreciation of $1,400,303 in
2001 and $1,109,239 in 2000 5,137,369 5,428,433
---------- ----------
Total real estate assets 6,066,343 6,357,407

CASH AND CASH EQUIVALENTS 391,270 375,276

ACCOUNTS RECEIVABLE 338,234 267,884

PREPAID EXPENSES AND OTHER ASSETS, net 38,122 41,811
---------- ----------
Total assets $6,833,969 $7,042,378
========== ==========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accounts payable $ 231,416 $ 222,114
Due to affiliate 20,294 16,070
Distributions payable to partners 159,854 153,213
---------- ----------
Total liabilities 411,564 391,397
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 4)

PARTNERS' CAPITAL:
Wells Real Estate Fund VIII 3,190,149 3,315,409
Wells Real Estate Fund IX 3,232,256 3,335,572
---------- ----------
Total partners' capital 6,422,405 6,650,981
---------- ----------
Total liabilities and partners' capital $6,833,969 $7,042,378
========== ==========

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

F-28

THE CIRRUS LOGIC BUILDING

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001 2000 1999
--------- --------- ---------
REVENUES:
Rental income $ 738,156 $ 738,156 $ 738,156
--------- --------- ---------
EXPENSES:
Depreciation 291,064 291,063 291,063
Legal and accounting 4,500 3,625 3,575
Management and leasing fees 47,469 48,513 44,330
Operating costs, net of reimbursements (55,490) 2,208 (84,637)
--------- --------- ---------
287,543 345,409 254,331
--------- --------- ---------
NET INCOME $ 450,613 $ 392,747 $ 483,825
========= ========= =========

The accompanying notes are an integral part of these statements.

F-29

THE CIRRUS LOGIC BUILDING

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

Wells Real Wells Real Total
Estate Estate Partners'
Fund VIII Fund IX Capital
----------- ----------- -----------
BALANCE, December 31, 1998 $ 3,565,940 $ 3,542,214 $ 7,108,154

Net income 265,136 218,689 483,825
Distributions (390,396) (322,005) (712,401)
----------- ----------- -----------
BALANCE, December 31, 1999 3,440,680 3,438,898 6,879,578

Net income 215,225 177,522 392,747
Distributions (340,496) (280,847) (621,343)
----------- ----------- -----------
BALANCE, December 31, 2000 3,315,409 3,335,572 6,650,981

Net income 246,936 203,677 450,613
Distributions (372,196) (306,993) (679,189)
----------- ----------- -----------
BALANCE, December 31, 2001 $ 3,190,149 $ 3,232,256 $ 6,422,405
=========== =========== ===========

The accompanying notes are an integral part of these statements.

F-30

THE CIRRUS LOGIC BUILDING

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001 2000 1999
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 450,613 $ 392,747 $ 483,825
--------- --------- ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 291,064 291,063 291,063
Changes in assets and liabilities:
Accounts receivable (70,350) 19,287 (160,140)
Prepaid expenses and other assets, net 3,689 6,468 911
Accounts payable 9,302 9,564 89,170
Due to affiliate 4,224 4,225 4,225
--------- --------- ---------
Total adjustments 237,929 330,607 225,229
--------- --------- ---------
Net cash provided by operating activities 688,542 723,354 709,054

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to partners (672,548) (616,865) (686,504)
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 15,994 106,489 22,550

CASH AND CASH EQUIVALENTS, beginning of year 375,276 268,787 246,237
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 391,270 $ 375,276 $ 268,787
========= ========= =========

The accompanying notes are an integral part of these statements.

F-31

THE CIRRUS LOGIC BUILDING

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000, AND 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

The Cirrus Logic Building ("Cirrus Logic") is a two-story office building
located in Boulder County, Colorado, and is owned by Fund VIII and Fund IX,
a joint venture between Wells Real Estate Fund VIII, L.P. ("Fund VIII") and
Wells Real Estate Fund IX, L.P. ("Fund IX"). As of December 31, 2001 and
2000, Fund VIII owned 54.8% and Fund IX owned 45.2% of Cirrus Logic,
respectively. Allocations of net income and distributions are made in
accordance with ownership percentages.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

Income Taxes

Cirrus Logic is not deemed to be a taxable entity for federal income tax
purposes.

Real Estate Assets

Real estate assets held by Cirrus Logic are stated at cost, less
accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All
repairs and maintenance expenditures are expensed as incurred.

Management continually monitors events and changes in circumstances which
could indicate that carrying amounts of real estate assets may not be
recoverable. When events or changes in circumstances are present which
indicate that the carrying amounts of real estate assets may not be
recoverable, management assesses the recoverability of real estate assets
by determining whether the carrying value of such real estate assets will
be recovered through the future cash flows expected from the use of the
asset and its eventual disposition. Management has determined that there
has been no impairment in the carrying value of Cirrus Logic as of December
31, 2001 or December 31, 2000.

Depreciation for buildings and improvements is calculated using the
straight-line method over 25 years. Tenant improvements are amortized over
the life of the related lease or the life of the asset, whichever is
shorter.

Revenue Recognition

The lease on Cirrus Logic is classified as an operating lease, and the
related rental income is recognized on a straight-line basis over the term
of the lease.

F-32

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and amortized on
a straight-line basis over the terms of the related leases. Deferred lease
acquisition costs are included in prepaid expenses and other assets, net,
in the accompanying balance sheets.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, Cirrus Logic considers
all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents include cash and
short-term investments. Short-term investments are stated at cost, which
approximates fair value, and consist of investments in money market
accounts.

2. RENTAL INCOME

The future minimum rental income due to Cirrus Logic under noncancelable
operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002 $ 712,270
2003 734,531
2004 734,531
2005 734,531
2006 734,531
Thereafter 4,284,761
----------
$7,935,155
==========

One tenant at Cirrus Logic contributed 100% of rental income for the year
ended December 31, 2001 and represents 100% of the future minimum rental
income.

3. RELATED-PARTY TRANSACTIONS

Fund VIII and Fund IX entered into a property management agreement with
Wells Management Company, Inc. ("Wells Management"), an affiliate of Fund
VIII and Fund IX. In consideration for supervising the management of Cirrus
Logic, Fund VIII and Fund IX generally pays Wells Management management and
leasing fees equal to (a) 2% of the gross revenues for management and 2% of
the gross revenues for leasing (aggregate maximum of 4%) plus a separate
fee for the one-time initial lease-up of newly constructed properties in an
amount not to exceed the fee customarily charged in arm's-length
transactions by others rendering similar services in the same geographic
area for similar properties or (b) in the case of commercial properties
which are leased on a long-term net basis (ten or more years), 1% of the
gross revenues except for initial leasing fees equal to 2% of the gross
revenues over the first five years of the lease term.

Cirrus Logic incurred management and leasing fees and lease acquisition
costs of $43,779, $44,824, and $40,641 for the years ended December 31,
2001, 2000, and 1999, respectively, which were paid to Wells Management.

4. COMMITMENTS AND CONTINGENCIES

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against Cirrus Logic and its partners. In
the normal course of business, Cirrus Logic and its partners may become
subject to such litigation or claims.

F-33

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund VIII
and Wells Real Estate Fund IX:

We have audited the accompanying balance sheets of The U.S. Cellular Building as
of December 31, 2001 and 2000 and the related statements of income, partners'
capital, and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the property's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The U.S. Cellular Building as
of December 31, 2001 and 2000 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 25, 2002

F-34

THE U.S. CELLULAR BUILDING

BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

2001 2000
---------- ----------

ASSETS

REAL ESTATE ASSETS:
Land $ 896,698 $ 896,698
Building and improvements, less accumulated depreciation of $2,683,029 in
2001 and $2,081,378 in 2000 7,309,778 7,911,429
---------- ----------
Total real estate assets 8,206,476 8,808,127

CASH AND CASH EQUIVALENTS 343,451 361,489

ACCOUNTS RECEIVABLE 364,847 222,466

PREPAID EXPENSES AND OTHER ASSETS, net 59,931 96,746
---------- ----------
Total assets $8,974,705 $9,488,828
========== ==========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accounts payable $ 59,715 $ 64,832
Due to affiliates 15,397 13,348
Distributions payable to partners 391,966 296,660
---------- ----------
Total liabilities 467,078 374,840
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 4)

PARTNERS' CAPITAL:
Wells Real Estate Fund VIII 6,710,084 7,042,350
Wells Real Estate Fund IX 1,797,543 2,071,638
---------- ----------
Total partners' capital 8,507,627 9,113,988
---------- ----------
Total liabilities and partners' capital $8,974,705 $9,488,828
========== ==========

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

F-35

THE U.S. CELLULAR BUILDING

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001 2000 1999
----------- ----------- ----------

REVENUES:
Rental income $ 1,268,832 $ 1,282,076 $1,282,078
----------- ----------- ----------
EXPENSES:
Depreciation 601,651 601,651 601,652
Legal and accounting 6,633 3,625 3,575
Management and leasing fees 142,587 139,718 129,474
Operating costs, net of reimbursements (110,947) (84,514) 80,770
----------- ----------- ----------
639,924 660,480 815,471
----------- ----------- ----------
NET INCOME $ 628,908 $ 621,596 $ 466,607
=========== =========== ==========

The accompanying notes are an integral part of these statements.

F-36

THE U.S. CELLULAR BUILDING

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

Wells Real Wells Real Total
Estate Estate Partners'
Fund VIII Fund IX Capital
----------- ----------- ------------
BALANCE, December 31, 1998 $ 7,682,326 $ 2,599,571 $ 10,281,897

Net income 255,686 210,922 466,607
Distributions (569,345) (469,668) (1,039,014)
----------- ----------- ------------
BALANCE, December 31, 1999 7,368,666 2,340,825 9,709,491

Net income 340,614 280,982 621,596
Distributions (666,930) (550,168) (1,217,099)
----------- ----------- ------------
BALANCE, December 31, 2000 7,042,350 2,071,638 9,113,988

Net income 344,621 284,287 628,908
Distributions (676,887) (558,382) (1,235,269)
----------- ----------- ------------
BALANCE, December 31, 2001 $ 6,710,084 $ 1,797,543 $ 8,507,627
=========== =========== ============

The accompanying notes are an integral part of these statements.

F-37

THE U.S. CELLULAR BUILDING

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001 2000 1999
----------- ----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 628,908 $ 621,596 $ 466,607
----------- ----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 601,651 601,651 601,652
Changes in assets and liabilities:
Accounts receivable (142,381) (56,945) (64,832)
Prepaid expenses and other assets, net 36,815 31,697 31,696
Accounts payable (5,117) (4,653) 8,337
Due to affiliate 2,049 3,417 3,890
----------- ----------- -----------
Total adjustments 493,017 575,167 580,743
----------- ----------- -----------
Net cash provided by operating activities 1,121,925 1,196,763 1,047,350

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate 0 0 (3,500)

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to partners (1,139,963) (1,166,633) (1,150,207)
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (18,038) 30,130 (106,357)

CASH AND CASH EQUIVALENTS, beginning of year 361,489 331,359 437,716
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 343,451 $ 361,489 $ 331,359
=========== =========== ===========

The accompanying notes are an integral part of these statements.

F-38

THE U.S. CELLULAR BUILDING

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000, AND 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

The U.S. Cellular Building ("U.S. Cellular") is an office building located
in Madison, Wisconsin, and is owned by Fund VIII and Fund IX Associates, a
joint venture between Wells Real Estate Fund VIII, L.P. ("Fund VIII") and
Wells Real Estate Fund IX, L.P. ("Fund IX"). As of December 31, 2001 and
2000, Fund VIII owned 54.8% and Fund IX owned 45.2% of U.S. Cellular,
respectively. Allocations of net income and distributions are made in
accordance with ownership percentages.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

Income Taxes

U.S. Cellular is not deemed to be a taxable entity for federal income tax
purposes.

Real Estate Assets

Real estate assets held by U.S. Cellular are stated at cost, less
accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All
repairs and maintenance expenditures are expensed as incurred.

Management continually monitors events and changes in circumstances which
could indicate that carrying amounts of real estate assets may not be
recoverable. When events or changes in circumstances are present which
indicate that the carrying amounts of real estate assets may not be
recoverable, management assesses the recoverability of real estate assets
by determining whether the carrying value of such real estate assets will
be recovered through the future cash flows expected from the use of the
asset and its eventual disposition. Management has determined that there
has been no impairment in the carrying value of U.S. Cellular as of
December 31, 2001 or December 31, 2000.

Depreciation for buildings and improvements is calculated using the
straight-line method over 25 years. Tenant improvements are amortized over
the life of the related lease or the life of the asset, whichever is
shorter.

Revenue Recognition

The lease on U.S. Cellular is classified as an operating lease, and the
related rental income is recognized on a straight-line basis over the term
of the lease.

F-39

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and amortized on
a straight-line basis over the terms of the related leases. Deferred lease
acquisition costs are included in prepaid expenses and other assets, net,
in the accompanying balance sheets.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, U.S. Cellular considers
all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents include cash and
short-term investments. Short-term investments are stated at cost, which
approximates fair value, and consist of investments in money market
accounts.

2. RENTAL INCOME

The future minimum rental income due to U.S. Cellular under noncancelable
operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002 $1,637,889
2003 1,356,084
2004 1,356,084
2005 1,356,084
2006 1,356,084
Thereafter 565,035
----------
$7,627,260
==========

Two tenants at U.S. Cellular contributed approximately 74% and 25% of
rental income for the year ended December 31, 2001. One tenant took over
100% of the rentable square footage of U.S. Cellular in 2001 and will
contribute 100% of the future minimum rental income.

3. RELATED-PARTY TRANSACTIONS

Fund VIII and Fund IX entered into a property management agreement with
Wells Management Company, Inc. ("Wells Management"), an affiliate of Fund
VIII and Fund IX. In consideration for supervising the management of U.S.
Cellular, Fund VIII and Fund IX generally pays Wells Management management
and leasing fees equal to (a) 3% of the gross revenues for management and
3% of the gross revenues for leasing (aggregate maximum of 6%) plus a
separate fee for the one-time initial lease-up of newly constructed
properties in an amount not to exceed the fee customarily charged in
arm's-length transactions by others rendering similar services in the same
geographic area for similar properties or (b) in the case of commercial
properties which are leased on a long-term net basis (ten or more years),
1% of the gross revenues except for initial leasing fees equal to 3% of the
gross revenues over the first five years of the lease term.

U.S. Cellular incurred management and leasing fees and lease acquisition
costs of $105,772, $108,021, and $97,778 for the years ended December 31,
2001, 2000, and 1999, respectively.

4. COMMITMENTS AND CONTINGENCIES

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against U.S. Cellular and its partners. In
the normal course of business, U.S. Cellular and its partners may become
subject to such litigation or claims.

F-40

EXHIBIT INDEX
-------------

(Wells Real Estate Fund VIII, L.P.)

The following documents are filed as exhibits to this report. Those
exhibits previously filed and incorporated herein by reference are identified
below by an asterisk. For each such asterisked exhibit, there is shown below the
description of the previous filing. Exhibits which are not required for this
report are omitted.

Exhibit
Number Description of Document
- ------- ------------------------

*3(a) Amended and Restated Agreement of Limited Partnership of Wells Real
Estate Fund VIII, L.P. dated January 6, 1995 (Exhibit to Form 10-K of
Wells Real Estate Fund VIII, L.P. for the fiscal year ended December
31, 1995, File No. 0-27888)

*3(b) Certificate of Limited Partnership of Wells Real Estate Fund VIII,
L.P. (Exhibit 3(b) to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund VIII, L.P., File No.
33-83852)

*10(a) Management Agreement dated January 6, 1995, between Wells Real Estate
Fund VIII, L.P. and Wells Management Company, Inc. (Exhibit to Form
10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended
December 31, 1995, File No. 0-27888)

*10(b) Leasing and Tenant Coordinating Agreement dated January 6, 1995,
between Wells Real Estate Fund VIII, L.P. and Wells Management
Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund VIII,
L.P. for the fiscal year ended December 31, 1995, File No. 0-27888)

*10(c) Custodial Agency Agreement dated November 15, 1994, between Wells Real
Estate Fund VIII, L.P. and NationsBank of Georgia, N.A. (Exhibit to
Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year
ended December 31, 1995, File No. 0-27888)

*10(d) Fund VII and Fund VIII Associates Joint Venture Agreement dated
February 10, 1995 (Exhibit 10(g) to Post-Effective Amendment No. 1 to
Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P.
and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(e) Agreement for the Purchase and Sale of Real Property dated March 31,
1994 (Exhibit 10(h) to Post-Effective Amendment No. 1 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
Real Estate Fund IX, L.P., File No. 33-83852)

*10(f) Letter Agreement amending Agreement for the Purchase and Sale of Real
Property dated July 27, 1994 (Exhibit 10(i) to Post-Effective
Amendment No. 1 to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No.
33-83852)

*10(g) Letter Agreement amending Agreement for the Purchase and Sale of Real
Property dated October 27, 1994 (Exhibit 10(j) to Post-Effective
Amendment No. 1 to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No.
33-83852)

*10(h) Letter Agreement between NationsBank of Georgia, N.A., as Agent for
Wells Real Estate Fund VII, L.P., as Landlord, and CH2M Hill, Inc., as
Tenant (Exhibit 10(k) to Post-Effective Amendment No. 1 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
Real Estate Fund IX, L.P., File No. 33-83852)

*10(i) First Amendment to Lease Agreement between NationsBank of Georgia,
N.A., as Agent for Wells Real Estate Fund VII, L.P., as Landlord, and
CH2M Hill, Inc., as Tenant (Exhibit 10(l) to Post-Effective Amendment
No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund
VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(j) Second Amendment to Lease Agreement between NationsBank of Georgia,
N.A., as Agent for Wells Real Estate Fund VII, L.P., as Landlord, and
CH2M Hill, Inc, as Tenant (Exhibit 10(m) to Post-Effective Amendment
No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund
VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(k) Development Agreement between Wells Real Estate Fund VII, L.P. and
ADEVCO Corporation (Exhibit 10(n) to Post-Effective Amendment No. 1 to
Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P.
and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(l) Owner-Contractor Agreement between Wells Real Estate Fund VII, L.P.,
as Owner, and Integra Construction, Inc., as Contractor (Exhibit 10(o)
to Post-Effective Amendment No. 1 to Form S-11 Registration Statement
of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX,
L.P., File No. 33-83852)

*10(m) Architect's Agreement between Wells Real Estate Fund VII, L.P., as
Owner, and Smallwood, Reynolds, Stewart, Stewart & Associates, Inc.,
as Architect (Exhibit 10(p) to Post-Effective Amendment No. 1 to Form
S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and
Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(n) Joint Venture Agreement of Fund VI, Fund VII and Fund VIII Associates
dated April 17, 1995 (Exhibit 10(q) to Post-Effective Amendment No. 3
to Form S-11 Registration Statement of Wells Real Estate Fund VIII,
L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(o) Agreement for the Purchase and Sale of Real Property dated February
13, 1995, between G.L. National, Inc. and Wells Capital, Inc. (Exhibit
10(r) to Post-Effective Amendment No. 3 to Form S-11 Registration
Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate
Fund IX, L.P., File No. 33-83852)

*10(p) Agreement to Lease dated February 15, 1995, between NationsBank of
Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., and
BellSouth Advertising & Publishing Corporation (Exhibit 10(s) to
Post-Effective Amendment No. 3 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
File No. 33-83852)

*10(q) Development Agreement dated April 25, 1995, between Fund VI, Fund VII
and Fund VIII Associates and ADEVCO Corporation (Exhibit 10(t) to
Post-Effective Amendment No. 3 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
File No. 33-83852)

*10(r) Owner-Contractor Agreement dated April 24, 1995, between Fund VI, Fund
VII and Fund VIII Associates, as Owner, and McDevitt Street Bovis,
Inc., as Contractor (Exhibit 10(u) to Post-Effective Amendment No. 3
to Form S-11 Registration Statement of Wells Real Estate Fund VIII,
L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(s) Architect's Agreement dated February 15, 1995, between Wells Real
Estate Fund VII, L.P., as Owner, and Mayes, Suddereth & Etheredge,
Inc., as Architect (Exhibit 10(v) to Post-Effective Amendment No. 3 to
Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P.
and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(t) First Amendment to Joint Venture Agreement of Fund VI, Fund VII and
Fund VIII Associates dated May 30, 1995 (Exhibit 10(w) to
Post-Effective Amendment No. 4 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
File No. 33-83852)

*10(u) Real Estate Purchase Agreement dated April 13, 1995 (Exhibit 10(x) to
Post-Effective Amendment No. 4 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
File No. 33-83852)

*10(v) Lease Agreement dated February 27, 1995, between NationsBank of
Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., and
Harris Teeter, Inc. (Exhibit 10(y) to Post-Effective Amendment No. 4
to Form S-11 Registration Statement of Wells Real Estate Fund VIII,
L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(w) Development Agreement dated May 31, 1995, between Fund VI, Fund VII
and Fund VIII Associates and Norcom Development, Inc. (Exhibit 10(z)
to Post- Effective Amendment No. 4 to Form S-11 Registration Statement
of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX,
L.P., File No. 33-83852)

*10(x) First Amendment to Joint Venture Agreement of Fund VII and Fund VIII
Associates dated April 1, 1996 (Exhibit 10(nn) to Form 10-K of Wells
Real Estate Fund VII, L.P. for the fiscal year ended December 31,
1996, File No. 0-25606)

*10(y) Lease Agreement with Moovies, Inc. dated May 20, 1996 (Exhibit 10(oo)
to Form 10-K of Wells Real Estate Fund VII, L.P. for the fiscal year
ended December 31, 1996, File No. 0-25606)

*10(z) Joint Venture Agreement of Fund VIII and Fund IX Associates dated June
10, 1996 (Exhibit 10(aa) to Post-Effective Amendment No. 11 to Form
S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and
Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(aa) Agreement for the Purchase and Sale of Real Property dated April 23,
1996, between American Family Mutual Insurance Company and Wells
Capital, Inc. (Exhibit 10(bb) to Post-Effective Amendment No. 11 to
Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P.
and Wells Real Estate Fund IX, L.P., File No. 33-83852)

*10(bb) Agreement to Lease dated June 18, 1996, between Fund VIII and IX
Associates and Westel-Milwaukee, Inc., d/b/a Cellular One (Exhibit
10(cc) to Post-Effective Amendment No. 11 to Form S-11 Registration
Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate
Fund IX, L.P., File No. 33-83852)

*10(cc) Development Agreement dated June 18, 1996, between Fund VIII and Fund
IX Associates and ADEVCO Corporation (Exhibit 10(dd) to Post-Effective
Amendment No. 11 to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No.
33-83852)

*10(dd) Owner-Contractor Agreement dated June 18, 1996, with Kraemer Brothers,
Inc. (Exhibit 10(ee) to Post-Effective Amendment No. 11 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
Real Estate Fund IX, L.P., File No. 33-83852)

*10(ee) First Amendment to Joint Venture Agreement of Fund VIII and Fund IX
Associates dated October 10, 1996 (Exhibit 10(ii) to Post-Effective
Amendment No. 12 to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No.
33-83852)

*10(ff) Agreement for the Purchase and Sale of Property dated October 10,
1996, between

TCI Valwood Limited Partnership I and Fund VIII and Fund IX Associates
(Exhibit 10(ff) to Post-Effective Amendment No. 12 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
Real Estate Fund IX, L.P., File No. 33-83852)

*10(gg) Build to Suite Industrial Lease Agreement dated November 1, 1995,
between Industrial Developments International, Inc. and TCI Central,
Inc., as amended July 16, 1996 and August 29, 1996 (Exhibit 10(gg) to
Post-Effective Amendment No. 12 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
File No. 33-83852)

*10(hh) Assignment and Assumption of Lease dated October 10, 1996, between TCI
Valwood Limited Partnership I and The Bank of New York, as Agent for
Fund VIII and Fund IX Associates (Exhibit 10(hh) to Post-Effective
Amendment No. 12 to Form S-11 Registration Statement of Wells Real
Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No.
33-83852)

*10(ii) Second Amendment to Joint Venture Agreement of Fund VIII and Fund IX
Associates dated January 7, 1997 (Exhibit 10 (ii) to Form 10-K of
Wells Real Estate Fund VIII, L.P. for the fiscal year ended December
31, 1997, File No. 0-27888)

*10(jj) Agreement for the Purchase and Sale of Property with Magellan Bake
Parkway Limited Partnership dated December, 1996 (Exhibit 10 (jj) to
Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year
ended December 31, 1997, File No. 0-27888)

*10(kk) Office Lease with Matsushita Avionics Systems Corporation dated April
29, 1996 (Exhibit 10 (kk) to Form 10-K of Wells Real Estate Fund VIII,
L.P. for the fiscal year ended December 31, 1997, File No. 0-27888)

*10(ll) Third Amendment to Joint Venture Agreement of Fund VIII and Fund IX
Associates dated February 18, 1997 (Exhibit 10 (ll) to Form 10-K of
Wells Real Estate Fund VIII, L.P. for the fiscal year ended December
31, 1997, File No. 0-27888)

*10(mm) Agreement for the Purchase and Sale of Property with Orix Prime West
Bloomfield II Venture dated February 5, 1997 (Exhibit 10 (mm) to Form
10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year ended
December 31, 1997, File No. 0-27888)

*10(nn) Lease with Cirrus Logic, Inc. dated July 5, 1995 (Exhibit 10 (nn) to
Form 10-K of Wells Real Estate Fund VIII, L.P. for the fiscal year
ended December 31, 1997, File No. 0-27888)

*10(oo) Rental Income Guaranty Agreement relating to the Bake Parkway Building
dated February 18, 1999, between Wells Operating Partnership, L.P. and
Fund VIII and

Fund IX Associates (Exhibit 10.53 to Form S-11 Registration Statement
of Wells Real Estate Investment Trust, Inc., as amended to date,
Commission File No. 333-32099)

*10(pp) Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint Venture
(Exhibit 10.47 to Form S-11 Registration Statement of Wells Real
Estate Investment Trust, Inc., as amended to date, Commission File No.
333-44900)

*10(qq) Lease Agreement for the Quest Building (formerly the Bake Parkway
Building) (Exhibit 10.51 to Form S-11 Registration Statement of Wells
Real Estate Investment Trust, Inc., as amended to date, Commission
File No. 333-44900)