WELLS REAL ESTATE FUND V L P - 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____________________________
Commission file number 0-21580
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WELLS REAL ESTATE FUND V, L. P.
- ------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Georgia 58-1936904
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (70) 449-7800 Securities
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Securities registered pursuant to Section 12 (b) of the Act:

Title of each class Name of exchange on which registered
- ---------------------------------------- ------------------------------------
NONE NONE
- ---------------------------------------- ------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

CLASS A UNIT
- ----------------------------------------------------------------------------
(Title of Class)

CLASS B UNIT
- ----------------------------------------------------------------------------
(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 ___
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Aggregate market value of the voting
stock held by non-affiliates: Not Applicable
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PART I

ITEM 1. BUSINESS

GENERAL

Wells Real Estate Fund V, L.P. ("the Partnership") is a Georgia public limited
partnership with Leo F.Wells, III and Wells Partners, L.P. ("Wells Partners"), a
Georgia non-public limited partnership, serving as General Partners. The
Partnership was formed on October 25, 1990, for the purpose of acquiring,
developing, owning, operating, improving, leasing, and otherwise managing
income-producing commercial or industrial properties for investment purposes.
The Partnership has two classes of limited partnership interests, Class A and
Class B Units. Class B limited partners have a one-time right to elect to have
all of their units treated as Class A Units. Limited partners may vote to,
among other things, (a) amend the partnership agreement, subject to certain
limitations, (b) change the business purpose or investment 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 partner unit has
equal voting rights, regardless of class.

On March 6, 1992, the Partnership commenced an offering of up to $25,000,000 of
Class A or Class B limited partnership units ($10.00 per unit) pursuant to a
Registration Statement on Form S-11 filed under the Securities Act of 1933. The
Partnership did not commence active operations until it received and accepted
subscriptions for a minimum of 125,000 units on April 27, 1992. The offering
was terminated on March 3, 1993, at which time the Partnership had sold
1,520,967 Class A Units and 179,635 Class B Units, representing total
contributions of $17,006,020.

The Partnership owns interests in properties through the following joint
ventures between the Partnership and other Wells Real Estate Funds: (i) Fund IV
and Fund V Associates, a joint venture between the Partnership and Wells Real
Estate Fund IV, L.P. (the "Fund IV - V Joint Venture"), (ii) Fund V and Fund VI
Associates, a joint venture between the Partnership and Wells Real Estate Fund
VI, L.P. (the "Fund V - VI Joint Venture"), and (iii) Fund V, Fund VI, and Fund
VII Associates, a joint venture between the Partnership, Wells Real Estate Fund
VI, L.P. and Wells Real Estate Fund VII, L.P. (the "Fund V-VI-VII Joint
Venture").

As of December 31, 2001, the Partnership owned interests in the following
properties through its ownership in the foregoing joint ventures: (i) a
four-story office building located in Jacksonville, Florida ("IBM Jacksonville
Building") and (ii) two substantially identical two-story office buildings
located in Clayton County, Georgia ("Village Overlook Property"), both of which
are owned by the Fund IV -V Joint Venture, (iii) a four-story office building
located in metropolitan Hartford, Connecticut (the "Hartford Building") and,
(iv) two retail buildings located in Clayton County, Georgia ("Stockbridge
Village II"), both of which are owned by the Fund V -VI Joint Venture, and (v)
a three-story office building located in Appleton, Wisconsin (the "Marathon
Building"), which is owned by the Fund V-VI-VII Joint Venture. All of the
foregoing properties were acquired on an all cash basis.

EMPLOYEES

The Partnership 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 Partnership. See Item 11 - "Compensation of General
Partners and Affiliates" for a summary of the fees paid to the General Partners
and their affiliates during the fiscal year ended December 31, 2001.

2

INSURANCE

Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all the
properties owned by the Partnership through its investments in joint ventures.
In the opinion of management of the registrant, 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 be required to 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.

ITEM 2. PROPERTIES

The Partnership owns interests in five properties through its investments in
joint ventures, of which four are office buildings and one is a retail
building. 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. As of December 31, 2001, these properties were 96% occupied as
compared to 93% at December 31, 2000 and 91% at December 31, 1999.

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

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

2002 3 16,011 $560,770 $346,843 6.2% 17.5%
2003(2) 6 126,432 836,985 396,427 48.8 26.1
2004 5 16,459 368,347 208,655 6.4 11.5
2005 5 13,367 269,256 167,827 5.2 8.4
2006(3) 4 86,610 1,177,165 274,154 33.4 36.5
2007
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23 258,879 $3,212,523 $1,393,906 100.0% 100.0%

(1) Average monthly gross rent over the life of the lease,
annualized.
(2) Expiration of the IBM Lease with 68,100 square feet at the
IBM Jacksonville Building and the Hartford Fire Insurance
Company Lease with 71,000 square feet at the Hartford
Building.
(3) Expiration of the Marathon Lease with 76,000 square feet at
the Marathon Building.

3

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

FUND IV - V JOINT VENTURE

On April 14, 1992, the Partnership and Wells Real Estate Fund IV,
L.P. ("Wells Fund IV"), a Georgia public limited partnership
affiliated with the Partnership through common general partners,
entered into a joint venture agreement known as Fund IV and
Fund V Associates (the "Fund IV -V Joint Venture"). The
investment objectives of Wells Fund IV are substantially
identical to those of the Partnership. As of December 31, 2001,
Wells Fund IV had contributed approximately $4,837,041 to the
Fund IV - V Joint Venture, and the Partnership had contributed
approximately $8,032,509. The Partnership holds on approximate
62% equity interest, and Wells Fund IV holds an approximate 38%
equity interest in the Fund IV- V Joint Venture.

The Partnership owns interests in the following two properties
through the Fund IV -V Joint Venture:

IBM JACKSONVILLE BUILDING

On June 8, 1992, the Fund IV- V Joint Venture acquired 5.676
acres of real property located in Jacksonville, Florida at a
purchase price of $1,360,000 for the purpose of developing,
constructing, and operating a four-story office building
containing approximately 87,600 square feet (the "IBM
Jacksonville Building"). As of December 31, 2001, the Partnership
contributed $5,000,116 and Wells Fund IV contributed $3,479,750
to the Fund IV- V Joint Venture to fund the acquisition and
development of the IBM Jacksonville Building.

The IBM Jacksonville Building is leased primarily by
International Business Machines Corporation ("IBM"), a computer
sales and service corporation, and Customized Transportation,
Inc. ("CTI"), a division of the CSX Railroad. The initial term of
the IBM lease for 68,100 square feet is 9 years and 11 months and
commenced upon completion of the building in June 1993, with an
option to extend the initial lease for two consecutive five-year
periods. The annual base rent payable under the IBM lease during
the initial term is $1,122,478. IBM is also required to pay
additional rent equal to its share of operating expenses during
the lease term.

The term of the CTI lease for 23,869 square feet was 8 years and
commenced in March, 1994. The original CTI lease expired on
February 28, 2001 and, was extended through March 31, 2002 at an
annual base rent of $501,249.

The occupancy rates at year end for the IBM Jacksonville Building
were 93% for 2001 and 2000 and 94% for 1999. The average
effective annual rental per square foot at the Jacksonville
Building was $17.49 in 2001, $16.46 in 2000, $16.80 in 1999,
$16.69 in 1998 and $16.71 for 1997.

4

VILLAGE OVERLOOK PROPERTY (FORMERLY THE MEDICAL CENTER PROPERTY)

On September 14, 1992, the Fund IV- V Joint Venture acquired
2.655 acres of real property in Stockbridge, Georgia for
$440,000 for the purpose of constructing two substantially
identical two-story office buildings containing approximately
17,847 rentable square feet each (the "Village Overlook
Property"). As of December 31, 2001, the Partnership had
contributed $3,032,393 and Wells Fund IV had contributed
$1,357,291 to the Fund IV- V Joint Venture for the acquisition
and development of the Village Overlook Property.

The occupancy rate for the Village Overlook Property at the end
of the year was 94% for 2001, 78% for 2000 and 62% for 1999. The
average effective annual rental per square foot was $16.51 for
2001, $15.90 for 2000, $12.75 for 1999, $13.46 for 1998 and
$10.93 for 1997.

FUND V - VI JOINT VENTURE

On December 27, 1993, The Partnership and Wells Real Estate Fund
VI, L.P. ("Wells Fund VI"), a Georgia public limited partnership
affiliated with the Partnership through common general partners,
entered into a joint venture agreement (the Fund V - VI Joint
Venture). The investment objectives of Wells Fund VI are
substantially identical to those of the Partnership. As of
December 31, 2001, the Partnership had contributed approximately
$4,544,601 and Wells Fund VI had contributed approximately
$5,329,541 to the Fund V - VI Joint Venture. The Partnership
currently holds an approximately 46% equity interest and Wells
Fund VI holds an approximately 54% equity interest in the Fund V
-VI Joint Venture. The Partnership owns interests in the
following two properties through the Fund V -VI Joint Venture:

THE HARTFORD BUILDING

On December 29, 1993, the Fund V -VI Joint Venture purchased the
Hartford Building, a four-story office building containing
approximately 71,000 rentable square feet, from Hartford Accident
and Indemnity Company for a purchase price $6,900,000. The
Hartford Building is located on 5.56 acres of land in
Southington, Hartford County, Connecticut. The funds used by the
Fund V - VI Joint Venture to acquire the Hartford Building were
derived from capital contributions made by the Partnership and
Wells Fund VI totaling $3,508,797 and $3,432,707, respectively,
for total capital contributions to the Fund V -VI Joint Venture
of $6,941,504.

The entire building is leased to Hartford Fire Insurance Company
("Hartford") for a period of nine years and eleven months
commencing December 29, 1993. The annual base rent during the
initial term is $458,400 for the first three months, and $724,200
commencing April 1, 1994 and continuing through the expiration of
the initial term of the lease. Hartford also has the option to
extend the initial term of the lease for two consecutive five
year periods. Under the terms of its lease, Hartford is
responsible for property taxes, operating expenses, general
repair and maintenance work and a pro rata share of capital
expenditures based upon the number of years remaining in the
lease.

5

The occupancy rate for the Hartford Building at year-end was 100%
for the years ended December 31, 2001, 2000, 1999, 1998 and 1997.
The average effective annual rental per square foot was $10.11
for 2001, 2000, 1999, 1998 and 1997.

STOCKBRIDGE VILLAGE II

On November 12, 1993, the Partnership purchased 2.46 acres of
real property located in Clayton County, Georgia for $1,022,634.
On July 1, 1994, the Partnership contributed the property as a
capital contribution to the Fund V -VI Joint Venture. The total
construction cost of Stockbridge Village II was approximately
$2,933,000. As of December 31, 2001, the Partnership had
contributed $1,035,804 and Wells Fund VI had contributed
$1,896,834 to the Fund V -VI Joint Venture for the acquisition
and development of Stockbridge Village II.

Construction of a 5,400 square foot retail building was completed
in November, 1994. Construction of a second retail building
containing approximately 10,423 square feet was completed in
June, 1995.

The entire first building was leased by Apple Restaurants, Inc.
for nine years and eleven months beginning in December, 1994. The
annual base rent under the lease is $125,982 until December 15,
1999, at which time the annual base rent increased to $137,700.

The occupancy rate for Stockbridge Village II at year-end was
100% for 2001, 2000 and 1999 and 72% for 1998 and 1997. The
average effective annual rental per square foot at Stockbridge
Village II was $17.23 for 2001, $19.70 for 2000, $19.66 for 1999,
$14.90 for 1998 and $14.88 for 1997.

FUND V - VI - VII JOINT VENTURE

On September 8, 1994, the Partnership, Wells Fund VI and Wells
Real Estate Fund VII, L. P. ("Wells Fund VII"), Georgia public
limited partnerships affiliated with the Partnership through
common general partners, entered into a joint venture agreement
(the Fund V-VI-VII Joint Venture). The Partnership holds an
approximate 16% equity interest in the following property through
the Fund V-VI-VII Joint Venture:

MARATHON BUILDING

On September 16, 1994, the Fund V-VI-VII Joint Venture purchased
a three-story office building containing approximately 76,000
square feet, located on approximately 6.2 acres of land in
Appleton, Wisconsin (the "Marathon Building") for a purchase
price of $8,250,000, excluding acquisition costs. The funds used
by the Fund V-VI-VII Joint Venture to acquire the Marathon
Building were derived from capital contributions made by the
Partnership, Wells Fund VI and Wells Fund VII totaling
$1,337,505, $3,470,958, and $3,470,958, respectively, for total
contributions to the Fund V-VI-VII Joint Venture of $8,279,421
including acquisition costs.

The entire Marathon Building is leased to Jaakko Poyry Fluor
Daniel for a period of approximately twelve years expiring
December 31, 2006, with options to extend the lease for two
additional five-year periods. The annual base rent payable under
the lease is $910,000. The lease agreement is a net lease in that
the tenant is primarily responsible for the operating expenses,
including real estate taxes.

6

The occupancy rate for the Marathon Building at year end was 100%
for 2001, 2000, 1999, 1998 and 1997. The average effective annual
rental per square foot was $12.78 for 2001, 2000, 1999 and 1998
and $12.74 for 1997.

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 $8.66 per Class A Unit and
$8.66 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 during 2001.

7

PART II

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

As of February 28, 2002, the Partnership had 1,566,416 outstanding Class A
Units held by a total of 1,611 Limited Partners and 134,186 outstanding Class B
Units held by a total of 76 Limited Partners. The capital contribution per unit
is $10.00. There is no established public trading market 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.

Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners select to have their cash distributions
paid monthly. Under the Partnership Agreement, distributions are allocated
first to the Limited Partners holding Class A Units until they have received
cash distributions in each fiscal year of the Partnership equal to 10% of their
adjusted capital contribution. After this preference is satisfied, the General
Partners will receive an amount of Net Cash from Operations equal to one-tenth
of the total amount of Net Cash from Operations distributed. 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. Class A Units are not initially allocated the depreciation,
amortization, cost recovery and interest expense. These items are allocated to
Class B Unit holders until their capital account balances have been reduced to
zero. Therefore, 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. Cash distributions made to the Limited Partners holding Class A Units
for the two most recent fiscal years were as follows:

Per Class A Unit
-----------------------
Distributions For Total Cash Investment Return of
Quarter Ended Distribution Income Capital
- --------------------------------------------------------------------------

March 31, 2000 $242,494 $0.07 $0.08
June 30, 2000 293,708 0.10 0.09
Sept. 30, 2000 294,099 0.11 0.08
Dec. 31, 2000 303,406 0.11 0.08
March 31, 2001 274,384 0.10 0.08
June 30, 2001 274,112 0.10 0.08
Sept. 30, 2001 303,492 0.10 0.09
Dec. 31, 2001 284,007 0.10 0.08

The fourth quarter distribution was accrued for accounting purposes in 2001,
and was paid to the limited partners holding Class A units in February 2002.

8

ITEM 6. SELECTED FINANCIAL DATA

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

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

Total assets $11,455,240 $11,981,060 $12,499,237 $13,038,503 $13,586,464
Total revenues 711,789 689,029 706,291 708,264 633,247
Net income 629,113 614,337 625,679 622,106 559,801
Net income allocated to
General Partners 0 0 0 0 0
Net income allocated to
Class A Limited Partners 629,113 614,337 625,679 622,106 559,801
Net loss allocated to
Class B Limited Partners 0 0 0 0 0
Net income per weighted
average Class A Limited
Partner Unit (1) .40 .39 .40 .40 .36
Net loss per weighted
average Class B Limited
Partner Unit (1) 0 0 0 0 0
Cash Distributions per
weighted average Class
A Limited Partner Unit (1)
Investment Income .40 .39 .40 .40 .60
Return of Capital .33 .33 .36 .35 .11

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

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATION

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.

9

RESULTS OF OPERATIONS

Gross revenues of the Partnership were $711,789 for the year ended December 31,
2001, as compared to $689,029 for the year ended December 31, 2000 and $706,291
for the year ended December 31, 1999. Gross revenues increased for the year
ended 2001, as compared to 2000 and 1999, due primarily to increased equity in
income from the joint ventures, mainly from an increase in rental rates at the
IBM Jacksonville Building. Revenue decreased from 1999 to 2000 due primarily to
increased operating expenditures at the Jacksonville Property. Expenses of the
Partnership were $82,676 for the year ended December 31, 2001, as compared to
$74,692 for the year ended December 31, 2000 and $80,612 for the year ended
December 31, 1999. Expenses varied primarily due to fluctuations in
administrative salary expenses. As a result, net income of the Partnership
remained relatively consistent at $629,113, $614,337 and $625,679 for the years
ended December 31, 2001, 2000, and 1999 respectively.

The Partnership made cash distributions to the Limited Partners holding Class A
Units of $.73, $.72 and $.76 per Class A Unit for the year ended December 31,
2001, 2000 and 1999, respectively. No cash distributions were made to the
Limited Partners holding Class B Units. Distributions accrued for the fourth
quarter of 2001 were paid in February, 2002.

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

LIQUIDITY AND CAPITAL RESOURCES

During its offering, which terminated on March 3, 1993, the Partnership raised
a total $17,006,020 in capital through the sale of 1,700,602 units. No
additional units will be sold by the Partnership. As of December 31, 2001 from
the original funds raised, the Partnership paid $3,145,282 in commission fees,
acquisition fees, organization and offering costs had invested $13,844,687 in
properties and is maintaining a working capital reserve of $16,051.

Pursuant to the terms of the Partnership Agreement, the Partnership is required
to maintain working capital reserves in an amount equal to the cash operating
expenses required to operate the Partnership for a six-month period not to be
reduced below 1% of Limited Partners' capital contributions. In order to fund
tenant improvements of approximately $154,009 the General Partners have used a
portion of the Partnership's working capital reserves to reduce the balance
below this minimum amount, rather than funding out of operating cash flow. The
General Partners anticipate that the remaining $16,051 in working capital
reserves will be sufficient to meet its future needs.

Net cash used in operating activities increased to $79,308 for the year ended
December 31, 2001 from $66,397 for the same period in 2000 and remained
consistent with $83,383 for the same period in 1999. The increase from 2000 to
2001 is due to an increase in administrative salary expenses. Cash provided by
investing activities decreased to $1,205,939 for the year ended December 31,
2001 from $1,234,272 for the same period in 2000 and remained consistent with
$1,201,676 for the same period in 1999. The decrease from 2000 to 2001 is due
to decreased distributions received from joint ventures resulting from
increased investments in construction, tenant improvements and leasing
commissions for new tenants in 2001. Cash flow from financing activities for
the year ended December 31, 2001 increased to $1,155,393 from $1,134,514 for
the same period in 2000 and remained consistent with $1,160,671 for the same
period in 1999. The decrease in 2000 is due to decreased distributions to
partners that offset the increase in investing activities described above.

10

The Partnership's distributions payable for 2001 have been paid from net cash
from operations and from distributions received from its investments in joint
ventures. Even though there is no guarantee, 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. The Partnership expects to continue to meets its short-term
liquidity requirements 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. The Partnership is unaware
of any known demands, commitments, events or capital expenditures other than
that which is required for the normal operations of its properties that will
result in the Partnership's liquidity increasing or decreasing in any material
way.

INFLATION

The real estate market has not been affected significantly by inflation in the
past three years due to the relatively low inflation rate. There are provisions
in the majority of tenant leases executed by the Partnership to protect the
Partnership from the impact of inflation. Most leases contain 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. In addition, a number of the Partnership's leases are for
remaining terms of less than five years, which may permit the Partnership to
replace existing leases with new leases at higher base rental rates if the
existing leases are below market rate. There is no assurance, however, that the
Partnership would be able to replace existing leases with new leases at higher
base rentals.

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.

11

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.

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.

PART III

ITEM 10. GENERAL PARTNERS OF THE PARTNERSHIP

Wells Partners, L.P. The sole General Partner of Wells Partners, L.P. is Wells
Capital, Inc. The executive offices of Wells Capital, Inc. are located at 6200
The Corners Parkway, Suite 250, 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 the 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.

12

Wells is the President and Chairman of the Board of Wells Investment
Securities, Inc., Wells & Associates, Inc., and Wells Management Company, Inc.,
all of 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.

CASH COMPENSATION TABLE

Name of individual or number Capacities in which served -
in group Form of Compensatio Cash Compensation
- ------------------------------ -------------------------------- ----------------------

Wells Management Property Manager- $142,671 (1)
Company, Inc. Management and Leasing
Fees

(1) 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.

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 February 28, 2002

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 508.825 units (IRA, less than 1%
401(k) and Profit Sharing)

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

13

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 as follows:

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 have received
preferential distributions equal to 10% of their adjusted capital contribution.
The General Partners will also receive a subordinated participation in net sale
proceeds and net financing proceeds equal to 20% of residual proceeds available
for distribution after the Limited Partners holding Class B Units have received
a return of their adjusted capital contribution plus a 15% cumulative return on
their adjusted capital contribution; provided, however, that in no event shall
the General Partners receive in the aggregate in excess of 15% of net sale
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 have received no distribution from cash
flow or net sales proceeds in 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 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. Wells Management Company, Inc. has
received $142,671 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. During 2001, no real estate commissions were paid to the General
Partners or their affiliates.

14

PART IV

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

1. The Financial Statements are contained on pages F-2 through F-23 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.

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.

15

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 20th day of March,
2002.

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

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

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 Individual General Partner, March 20, 2002
- --------------------------
Leo F. Wells, III President and Sole Director
of Wells Capital, Inc. the
General Partner of Wells
Partners, L.P.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRARS THAT 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.

16

INDEX TO THE FINANCIAL STATEMENTS

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

Independent Auditors' Reports 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

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND V,
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 V, 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 V, L.P.

(A Georgia Public Limited Partnership)

BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

ASSETS

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

INVESTMENT IN JOINT VENTURES $11,133,823 $11,624,708

CASH AND CASH EQUIVALENTS 26,219 54,981

ACCOUNTS RECEIVABLE 0 1,395

DUE FROM AFFILIATES 295,198 299,976
------------ ------------
Total assets $11,455,240 $11,981,060
============ ============

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accounts payable and accrued expenses $ 2,460 $ 2,000
Partnership distributions payable 284,008 303,406
------------ ------------
Total liabilities 286,468 305,406
------------ ------------
COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
Limited partners:
Class A--1,566,416 units 11,168,772 11,675,654
Class B--134,186 units 0 0
------------ ------------
Total partners' capital 11,168,772 11,675,654
------------ ------------
Total liabilities and partners' capital $11,455,240 $11,981,060
============ ============

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

F-3

WELLS REAL ESTATE FUND V, 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 $710,276 $681,339 $704,788
Interest income 1,513 7,690 1,503
--------- --------- ----------
711,789 689,029 706,291
--------- --------- ----------
EXPENSES:
Partnership administration 55,106 44,869 52,130
Legal and accounting 13,983 17,950 18,496
Computer costs 13,587 11,873 9,986
--------- --------- ----------
82,676 74,692 80,612
--------- --------- ----------
NET INCOME $629,113 $614,337 $625,679
========= ========= ==========

NET INCOME ALLOCATED TO CLASS A LIMITED $629,113 $614,337 $625,679
PARTNERS ========= ========= ==========

NET INCOME PER WEIGHTED AVERAGE CLASS A $0.40 $0.39 $0.40
LIMITED PARTNER UNIT ========= ========= ==========

DISTRIBUTION PER WEIGHTED AVERAGE CLASS A $0.73 $0.72 $0.76
LIMITED PARTNER UNIT ========= ========= ==========

The accompanying notes are an integral part of these statements.

F-4

WELLS REAL ESTATE FUND V, 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 1,559,021 $12,760,313 141,581 $0 $12,760,313

Net income 0 625,679 0 0 625,679
Partnership distributions 0 (1,190,968) 0 0 (1,190,968)
Class B conversion elections 7,395 0 (7,395) 0 0
------------- ------------- ------------ -------- -------------
BALANCE, December 31, 1999 1,566,416 12,195,024 134,186 0 12,195,024

Net income 0 614,337 0 0 614,337
Partnership distributions 0 (1,133,707) 0 0 (1,133,707)
------------- ------------- ------------ -------- -------------
BALANCE, December 31, 2000 1,566,416 11,675,654 134,186 0 11,675,654

Net income 0 629,113 0 0 629,113
Partnership distributions 0 (1,135,995) 0 0 (1,135,995)
------------- ------------- ------------ -------- -------------
BALANCE, December 31, 2001 1,566,416 $11,168,772 134,186 $0 $11,168,772
============= ============= ============ ======== =============

The accompanying notes are an integral part of these statements.

F-5

WELLS REAL ESTATE FUND V, 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 $ 629,113 $ 614,337 $ 625,679
------------ ------------ -------------
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in income of joint ventures (710,276) (681,339) (704,788)
Changes in assets and liabilities:
Accounts receivable 1,395 (1,395) 0
Accounts payable and accrued expenses 460 2,000 (4,274)
------------ ------------ -------------
Total adjustments (708,421) (680,734) (709,062)
------------ ------------ -------------
Net cash used in operating activities (79,308) (66,397) (83,383)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures 0 0 (69,929)
Distributions received from joint ventures 1,205,939 1,234,272 1,271,605
------------ ------------ -------------
Net cash provided by investing activities 1,205,939 1,234,272 1,201,676
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners in excess of accumulated earnings (508,414) (539,070) (556,194)
Distributions to partners from accumulated earnings (646,979) (595,444) (604,477)
------------ ------------ -------------
Net cash used in financing activities (1,155,393) (1,134,514) (1,160,671)
------------ ------------ -------------
NET (DECREASE) INCREASE IN CASH AND CASH (28,762) 33,361 (42,378)
EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year 54,981 21,620 63,998
------------ ------------ -------------
CASH AND CASH EQUIVALENTS, end of year $ 26,219 $ 54,981 $ 21,620
============ ============ =============

The accompanying notes are an integral part of these statements.

F-6

WELLS REAL ESTATE FUND V, 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 V, L.P. (the "Partnership") is a public limited
partnership organized on October 25, 1990 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. Class B limited partners have a one-time right to elect to
have all of their units treated as Class A units. Limited partners may vote
to, among other things, (a) amend the partnership agreement, subject to
certain limitations, (b) change the business purpose or investment
objectives of the Partnership, and (c) remove a general partner. A majority
vote on any of the above-described matters will bind the Partnership
without the concurrence of the general partners. Each limited partnership
unit has equal voting rights, regardless of class.

The Partnership was formed to acquire and operate commercial real
properties, including properties which are 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) the Jacksonville IBM Building, a four-story office building
located in Jacksonville, Florida, (ii) the Village Overlook Project, two
substantially identical two-story buildings located in Clayton County,
Georgia, (iii) the Stockbridge Village II property, two retail buildings
located in Clayton County, Georgia, (iv) the Hartford Building, a
four-story office building located in Southington, Connecticut, and (v) the
Marathon Building, a three-story office building located in Appleton,
Wisconsin.

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.

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.

F-7

DISTRIBUTION OF NET CASH FROM OPERATIONS

Cash available for distribution, as defined by the partnership agreement,
is distributed to limited partners quarterly. In accordance with the
partnership agreement, distributions are paid first to limited partners
holding Class A units until they have received a 10% per annum return on
their adjusted capital contributions, as defined. Cash available for
distribution is then paid first to the general partners until they have
received an amount equal to 10% of distributions. 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 on a per unit basis until all limited partners
have received 100% of his/her adjusted capital contributions, as
defined

. To limited partners holding Class B units on a per unit basis
until they receive an amount equal to the net cash available for
distribution received by the limited partners holding Class A
units

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

. To limited partners holding Class B units on a per unit basis
until they receive a cumulative 15% per annum return on their
adjusted capital contributions, as defined

. To all limited partners until they receive an amount equal to
their respective cumulative distributions, as defined

. To all the general partners until they have received 100% of their
capital contribution, as defined

. Thereafter, 80% to the limited partners 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.

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 a qualified income offset
provision in 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 Class B limited partners in
amounts equal to 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.

F-8

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 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
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 real estate 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.

CASH AND CASH EQUIVALENTS

For the purposes of the statements of cash flows, the Partnership 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.

F-9

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 amounts 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 to be distributed from its joint venture
investments for the fourth quarters of 2001 and 2000, as follows:

2001 2000
----------- ----------
Fund IV and V Associates $180,840 $178,380
Fund V and VI Associates 75,563 82,628
Fund V, VI, and VII Associates 38,795 38,968
----------- ----------
$295,198 $299,976
=========== ==========

The Partnership entered into a property management and leasing agreement
with Wells Management Company, 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 $142,671, $225,962, and
$173,723 for the years ended December 31, 2001, 2000, and 1999,
respectively, which were paid to Wells Management.

Wells Capital, Inc. (the "Company") 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 IV and V Associates $ 6,465,239 62% $ 6,726,916 62%
Fund V and VI Associates 3,618,438 46 3,791,137 46
Fund V, VI, and VII Associates 1,050,146 16 1,106,655 16
------------ -----------
$11,133,823 $11,624,708
============ ===========
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 $11,624,708 $12,178,473
Equity in income of joint ventures 710,276 681,339
Contributions to joint ventures 0 0
Distributions from joint ventures (1,201,161) (1,235,104)
------------ --------------
Investment in joint ventures, end of year $11,133,823 $11,624,708
============ ==============

FUND IV AND V ASSOCIATES

On April 14, 1992, the Partnership entered into a joint venture agreement
with Wells Real Estate Fund IV, L.P. ("Fund IV"). The joint venture, Fund
IV and V Associates, was formed for the purpose of investing in commercial
real properties. During 1992, Fund IV and V Associates purchased a parcel
of land on which the Village Overlook Project was developed. During 1992,
the joint venture also purchased a second parcel of land in Jacksonville,
Florida, on which the Jacksonville IBM Building was developed. During 2000,
Fund IV made additional capital contributions to Fund IV and V Associates.
Ownership interests were recomputed accordingly.

F-11

Following are the financial statements of Fund IV and V Associates:

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

Assets

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

Real estate assets, at cost:
Land $ 2,011,534 $ 2,011,534
Building and improvements, less accumulated depreciation of
$3,710,357 in 2001 and $3,193,823 in 2000 8,001,259 8,456,768
Construction in progress 43,982 0
------------- -------------
Total real estate assets 10,056,775 10,468,302
Cash and cash equivalents 339,137 279,590
Accounts receivable 219,120 255,736
Prepaid expenses and other assets, net 157,525 170,084
------------- -------------
Total assets $10,772,557 $11,173,712
============= =============

Liabilities and Partners' Capital

Liabilities:
Accounts payable $ 94,553 $ 65,993
Partnership distributions payable 265,119 261,173
Due to affiliates 40,809 54,667
------------- -------------
Total liabilities 400,481 381,833
------------- -------------
Partners' capital:
Wells Real Estate Fund IV 3,906,837 4,064,963
Wells Real Estate Fund V 6,465,239 6,726,916
------------- -------------
Total partners' capital 10,372,076 10,791,879
------------- -------------
Total liabilities and partners' capital $10,772,557 $11,173,712
============== =============

F-12

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

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

Revenues:
Rental income $2,113,934 $2,002,958 $1,926,543
Interest income 8,618 10,460 10,436
Other income 330 360 360
----------- ------------ ------------
2,122,882 2,013,778 1,937,339
----------- ------------ ------------
Expenses:
Depreciation 516,534 508,805 500,956
Management and leasing fees 232,632 269,653 260,350
Operating costs, net of reimbursements 684,710 636,808 509,617
Property administration 50,690 43,268 54,176
Legal and accounting 17,414 9,246 11,748
----------- ------------ ------------
1,501,980 1,467,780 1,336,847
----------- ------------ ------------
Net income $ 620,902 $ 545,998 $ 600,492
=========== ============ ============

Net income allocated to Wells Real Estate Fund IV $ 233,875 $ 205,660 $ 225,632
=========== ============ ============

Net income allocated to Wells Real Estate Fund V $ 387,027 $ 340,338 $ 374,860
=========== ============ ============

Fund IV and V Associates
(A Georgia Joint Venture)
Statements of Partner's Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells Real Wells Real Total
Estate Estate Partners
Fund IV Fund V Capital
----------- ----------- ------------

Balance, December 31, 1998 $4,387,427 $7,289,167 $11,676,594
Net income 225,632 374,860 600,492
Partnership contributions 42,091 69,929 112,020
Partnership distributions (422,516) (701,958) (1,124,474)
----------- ----------- ------------
Balance, December 31, 1999 4,232,634 7,031,998 11,264,632
Net income 205,660 340,338 545,998
Partnership contributions 16,686 0 16,686
Partnership distributions (390,017) (645,420) (1,035,437)
----------- ----------- ------------
Balance, December 31, 2000 4,064,963 6,726,916 10,791,879
Net income 233,875 387,027 620,902
Partnership distributions (392,001) (648,704) (1,040,705)
----------- ----------- ------------
Balance, December 31, 2001 $3,906,837 $6,465,239 $10,372,076
=========== =========== ============

F-13

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

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

Cash flows from operating activities:
Net income $ 620,902 $ 545,998 $ 600,492
----------- ----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 516,534 508,805 500,956
Changes in assets and liabilities:
Accounts receivable 36,616 48,348 63,893
Prepaid expenses and other assets, net 12,559 185 (61,124)
Accounts payable 28,560 16,313 (5,052)
Due to affiliates (13,858) 9,069 8,789
----------- ----------- -----------
Total adjustments 580,411 582,720 507,462
----------- ----------- -----------
Net cash provided by operating activities 1,201,313 1,128,718 1,107,954
----------- ----------- -----------
Cash flows from investing activities:
Investment in real estate (105,007) (114,273) (115,706)
----------- ----------- -----------
Cash flows from financing activities:
Contributions from joint venture partners 0 16,686 112,020
Distributions to joint venture partners (1,036,759) (1,018,661) (1,102,344)
----------- ----------- -----------
Net cash used in financing activities (1,036,759) (1,001,975) (990,324)
----------- ----------- -----------
Net increase in cash and cash equivalents 59,547 12,470 1,924
Cash and cash equivalents, beginning of year 279,590 267,120 265,196
----------- ----------- -----------
Cash and cash equivalents, end of year $ 339,137 $ 279,590 $ 267,120
=========== =========== ===========

FUND V AND VI ASSOCIATES

On December 27, 1993, the Partnership entered into a joint venture agreement
with Wells Real Estate Fund VI, L.P. ("Fund VI"). The joint venture, Fund V and
VI Associates, was formed for the purpose of investing in commercial real
properties. In December 1993, the joint venture purchased a 71,000-square foot,
four-story office building known as the Hartford Building in Southington,
Connecticut. On June 26, 1994, the Partnership contributed its interest in a
parcel of land, the Stockbridge Village II property, to the joint venture. The
Stockbridge Village II property consists of two separate restaurants and began
operations during 1995. During 1999, Fund VI made additional capital
contributions to Fund V and VI Associates. Ownership interests were recomputed
accordingly.

F-14

Following are the financial statements for Fund V and VI Associates:

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

Assets

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

Real estate assets, at cost:
Land $1,622,733 $1,622,733
Building and improvements, less accumulated depreciation of
$2,769,703 in 2001 and $2,372,711 in 2000 6,013,993 6,410,985
Construction in progress 85,550 0
------------ ------------
Total real estate assets 7,722,276 8,033,718
Cash and cash equivalents 120,054 197,279
Accounts receivable 95,299 109,677
Prepaid expenses and other assets, net 36,095 45,685
------------ ------------
Total assets $7,973,724 $8,386,359
============ ============

Liabilities and Partners' Capital

Liabilities:
Accounts payable $ 28,030 $ 18,615
Partnership distributions payable 147,840 197,717
------------ ------------
Total liabilities 175,870 216,332
------------ ------------
Partners' capital:
Wells Real Estate Fund V 3,618,438 3,791,137
Wells Real Estate Fund VI 4,179,416 4,378,890
------------ ------------
Total partners' capital 7,797,854 8,170,027
------------ ------------
Total liabilities and partners' capital $7,973,724 $8,386,359
============ ============

F-15

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

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

Revenues:
Rental income $990,117 $1,029,287 $1,028,611
Interest income 5,848 750 0
---------- ------------ ------------
995,965 1,030,037 1,028,611
---------- ------------ ------------
Expenses:
Depreciation 396,992 396,990 396,993
Operating costs, net of reimbursements 21,877 18,330 30,325
Management and leasing fees 62,264 67,354 65,167
Legal and accounting 12,000 7,677 7,400
Partnership administration 22,896 14,185 17,194
---------- ------------ ------------
516,029 504,536 517,079
---------- ------------ ------------
Net income $479,936 $ 525,501 $ 511,532
========== ============ ============

Net income allocated to Wells Real Estate Fund V $222,705 $ 243,848 $ 237,527
========== ============ ============

Net income allocated to Wells Real Estate Fund VI $257,231 $ 281,653 $ 274,005
========== ============ ============

Fund V and VI 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 V Fund VI Capital
------------ ------------ -----------

Balance, December 31, 1998 $4,159,768 $4,789,883 $8,949,651
Net income 237,527 274,005 511,532
Partnership contributions 0 14,524 14,524
Partnership distributions (416,596) (480,571) (897,167)
------------ ------------ ------------
Balance, December 31, 1999 3,980,699 4,597,841 8,578,540
Net income 243,848 281,653 525,501
Partnership distributions (433,410) (500,604) (934,014)
------------ ------------ ------------
Balance, December 31, 2000 3,791,137 4,378,890 8,170,027
Net income 222,705 257,231 479,936
Partnership distributions (395,404) (456,705) (852,109)
------------ ------------ ------------
Balance, December 31, 2001 $3,618,438 $4,179,416 $7,797,854
============ ============ ============

F-16

Fund V and VI 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 $479,936 $525,501 $511,532
---------- ---------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 396,992 396,990 396,993
Changes in assets and liabilities:
Accounts receivable 14,378 25,552 (38,399)
Prepaid expenses and other assets, net 9,590 9,589 (5,675)
Accounts payable 9,415 321 1,817
Due to affiliates 0 (1,775) (5,034)
---------- ---------- ----------
Total adjustments 430,375 430,677 349,702
---------- ---------- ----------
Net cash provided by operating activities 910,311 956,178 861,234
---------- ---------- ----------
Cash flows from investing activities:
Investment in real estate (85,550) 0 (8,235)
---------- ---------- ----------
Cash flows from financing activities:
Contributions from joint venture partners 0 0 14,524
Distributions to joint venture partners (901,986) (936,556) (903,049)
---------- ---------- ----------
Net cash used in financing activities (901,986) (936,556) (888,525)
---------- ---------- ----------
Net (decrease) increase in cash and cash equivalents (77,225) 19,622 (35,526)
Cash and cash equivalents, beginning of year 197,279 177,657 213,183
---------- ---------- ----------
Cash and cash equivalents, end of year $120,054 $197,279 $177,657
========== ========== ==========

FUND V, VI, AND VII ASSOCIATES

On September 8, 1994, the Partnership entered into a joint venture agreement
with Fund VI and Wells Real Estate Fund VII, L.P. The joint venture, Fund V,
VI, and VII Associates, was formed for the purpose of investing in commercial
real properties. In September 1994, Fund V, VI, and VII Associates purchased a
75,000-square foot, three-story office building known as the Marathon Building
in Appleton, Wisconsin.

F-17

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

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

Assets

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

Real estate assets, at cost:
Land $ 314,591 $ 314,591
Building and improvements, less accumulated depreciation of
$2,392,085 in2001 and $2,057,369 in 2000 5,975,819 6,310,535
------------ -------------
Total real estate assets 6,290,410 6,625,126
Cash and cash equivalents 238,016 238,242
Accounts receivable 94,746 103,696
------------ -------------
Total assets $ 6,623,172 $ 6,967,064
============ =============

Liabilities and Partners' Capital

Liabilities:
Partnership distributions payable $ 235,695 $ 236,743
Due to affiliates 6,112 5,648
------------ -------------
Total liabilities 241,807 242,391
------------ -------------
Partners' capital:
Wells Real Estate Fund V 1,050,146 1,106,655
Wells Real Estate Fund VI 2,669,167 2,812,772
Wells Real Estate Fund VII 2,662,052 2,805,246
------------ -------------
Total partners' capital 6,381,365 6,724,673
------------ -------------
Total liabilities and partners' capital $ 6,623,172 $ 6,967,064
============ =============

F-18

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

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

Revenues:
Rental income $ 971,051 $ 971,050 $ 971,051
Interest income 8,135 0 0
----------- ------------ ------------
979,186 971,050 971,051
----------- ------------ ------------

Expenses:
Depreciation 334,716 350,585 350,585
Management and leasing fees 9,442 9,442 39,659
Legal and accounting 4,500 5,750 5,750
Partnership administration 18,044 13,536 12,302
Operating costs 1,648 1,505 1,389
----------- ------------ ------------
368,350 380,818 409,685
----------- ------------ ------------
Net income $ 610,836 $ 590,232 $ 561,366
=========== ============ ============

Net income allocated to Wells Real Estate Fund V $ 100,544 $ 97,152 $ 92,401
=========== ============ ============

Net income allocated to Wells Real Estate Fund VI $ 255,513 $ 246,894 $ 234,819
=========== ============ ============

Net income allocated to Wells Real Estate Fund VII $ 254,779 $ 246,186 $ 234,146
=========== ============ ============

Fund V, VI, and VII 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 V Fund VI Fund VII Capital
------------- ---------- ------------ -----------

Balance, December 31, 1998 $1,224,896 $3,113,259 $3,104,872 $7,443,027
Net income 92,401 234,819 234,146 561,366
Partnership distributions (151,521) (385,063) (383,959) (920,543)
------------- ----------- ------------ ------------
Balance, December 31, 1999 1,165,776 2,963,015 2,955,059 7,083,850
Net income 97,152 246,894 246,186 590,232
Partnership distributions (156,273) (397,137) (395,999) (949,409)
------------- ----------- ------------ ------------
Balance, December 31, 2000 1,106,655 2,812,772 2,805,246 6,724,673
Net income 100,544 255,513 254,779 610,836
Partnership distributions (157,053) (399,118) (397,973) (954,144)
------------- ----------- ------------ ------------
Balance, December 31, 2001 $1,050,146 $2,669,167 $2,662,052 $6,381,365
============= =========== ============ ============

F-19

Fund V, VI, and VII 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 $610,836 $590,232 $561,366
---------- ---------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 334,716 350,585 350,585
Changes in assets and liabilities:
Accounts receivable 8,950 8,949 8,949
Due from affiliates 0 2,450 (2,450)
Due to affiliates 464 1,142 (358)
---------- ---------- -----------
Total adjustments 344,130 363,126 356,726
---------- ---------- -----------
Net cash provided by operating activities 954,966 953,358 918,092
Cash flows from financing activities:
Distributions to joint venture partners (955,192) (950,366) (918,833)
---------- ---------- -----------
Net (decrease) increase in cash and cash equivalents (226) 2,992 (741)
Cash and cash equivalents, beginning of year 238,242 235,250 235,991
---------- ---------- -----------
Cash and cash equivalents, end of year $238,016 $238,242 $235,250
========== ========== ===========

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 $629,113 $614,337 $625,679
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in
excess of amounts for income tax purposes 221,177 225,468 221,979
Expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes (12,394) 5,044 7,334
Rental income accrued for financial reporting purposes in
excess of amounts for income tax purposes 42,338 45,453 26,053
---------- ------------ -----------
Income tax basis net income $880,234 $890,302 $881,045
========== ============ ===========

F-20

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 $11,168,772 $11,675,654 $12,195,024
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting
purposes in excess of amounts for income tax
purposes 1,356,229 1,135,052 909,584
Capitalization of syndication costs for income tax
purposes, which are accounted for as cost of
capital for financial reporting purposes 2,178,700 2,178,700 2,178,700
Accumulated rental income accrued for financial
reporting purposes in excess of amounts for
income tax purposes (168,793) (211,131) (256,584)
Accumulated expenses deductible when paid for
income tax purposes, accrued for financial
reporting purposes 25,970 38,364 33,320
Partnership's distributions payable 284,008 303,406 304,213
----------- ----------- ------------
Income tax basis partners' capital $14,844,886 $15,120,045 $15,364,257
=========== =========== ============

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 $1,805,224
2003 1,215,697
2004 608,399
2005 381,563
2006 259,906
Thereafter 0
------------
$4,270,789
============

Four tenants contributed approximately 25%, 23%, 14%, and 13% of rental
income. In addition, three tenants will contribute approximately 31%, 29%,
and 25% of future minimum rental income.

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

Year ending December 31:
2002 $1,866,488
2003 969,687
2004 575,831
2005 278,250
2006 81,123
Thereafter 0
------------
$3,771,379
============

Two tenants contributed approximately 45% and 23% of rental income. In
addition, one tenant will contribute approximately 32% of future minimum
rental income.

F-21

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

Year ending December 31:
2002 $1,032,440
2003 966,018
2004 186,004
2005 96,689
2006 99,173
Thereafter 0
------------
$2,380,324
============

Two tenants contributed approximately 73% and 14% of rental income for the
year ended December 31, 2001. In addition, three tenants will contribute
approximately 58%, 20%, and 15% of future minimum rental income.

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

Year ending December 31:
2002 $ 990,000
2003 990,000
2004 990,000
2005 990,000
2006 990,000
Thereafter 0
-------------
$4,950,000
=============

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

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 $171,234 $173,821 $182,906 $183,828
Net income 152,280 147,251 167,343 162,239
Net income allocated to Class A limited
partners 152,280 147,251 167,343 162,239
Net income per Class A limited partner unit $0.10 $0.09 $0.11 $0.10
Distribution per Class A limited partner unit 0.18 0.18 0.19 0.18

F-22

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

Revenues $135,866 $181,726 $176,016 $195,421
Net income 110,117 158,077 166,037 180,106
Net income allocated to Class A limited
partners 110,117 158,077 166,037 180,106
Net income per Class A limited partner unit
(a) $0.07 $0.10 $0.11 $0.12
Distribution per Class A limited partner unit 0.15 0.19 0.19 0.19

(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 rounding differences
between quarters.

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-23

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

(Wells Real Estate Fund V, 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
- ------ -----------------------

*4(a) Agreement of Limited Partnership of Wells Real Estate Fund V,
L.P. (Exhibit 4(a) to Registration Statement of Wells Real
Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*4(b) First Amendment to Agreement of Limited Partnership of
Wells Real Estate Fund V, L.P. (Exhibit 4(e) to
Post-Effective Amendment No. 6 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)

*4(c) Certificate of Limited Partnership of Wells Real Estate Fund
V, L.P. (Exhibit 4(c) to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)

*10(a) Management Agreement between Wells Real Estate Fund V, L.P.
and Wells Management Company, Inc.(Exhibit 10(c) to
Registration Statement of Wells Real Estate Fund IV, L.P.
and Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(b) Leasing and Tenant Coordinating Agreement between Wells Real
Estate Fund V, L.P. and Wells Management Company, Inc.
(Exhibit 10(b) to Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*10(c) Custodial Agency Agreement between Wells Real Estate Fund V,
L.P. and NationsBank of Georgia, N.A. (Exhibit 10(f) to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(d) Fund IV and Fund V Associates Joint Venture Agreement dated
April 14, 1992 (Exhibit 10(n) to Post-Effective Amendment
No. 7 to Registration Statement of Wells Real Estate Fund IV,
L.P. and Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(e) Agreement for the Purchase and Sale of Real Property with GL
National, Inc. (Exhibit 10(o) to Post-Effective Amendment
No. 7 to Registration Statement of Wells Real Estate Fund IV,
L.P. and Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(f) Lease with International Business Machines Corporation
(Exhibit 10(p) to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(g) Lease with ROLM Company (Exhibit 10(q) to Post-Effective
Amendment No. 7 to Registration Statement of Wells Real
Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*10(h) Construction Agreement with McDevitt & Street Company
(Exhibit 10(r) to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(i) Development Agreement with ADEVCO Corporation (Exhibit 10(s)
to Post-Effective Amendment No. 7 to Registration Statement
of Wells Real Estate Fund IV, L.P. and Wells Real Estate
Fund V, L.P., File No. 33-37830)

*10(j) Guaranty of Development Agreement by David M. Kraxberger
(Exhibit 10(t) to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(k) Architect Agreement with Mayes, Sudderth & Etheredge, Inc.
(Exhibit 10(u) to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(l) Architect Agreement with Peter C. Sutton, A.I.A.
(Exhibit 10 (v) to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(m) First Amendment to Joint Venture Agreementof Fund IV and V
Associates dated September 9, 1992 (Exhibit 10(w) to Post-
Effective Amendment No. 8 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*10(n) Option Agreement for the Purchase and Sale of Real Property
(Exhibit 10(x) to Post-Effective Amendment No. 8 to
Registration Statement of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(o) First Amendment to Option Agreement for the Purchase and Sale
of Real Property (Exhibit 10(y) to Post-Effective Amendment
No. 8 to Registration Statement of Wells Real Estate Fund IV,
L.P. and Wells Real Estate Fund V, L.P., File No. 33-37830)

*10(p) Partial Assignment and Assumption of Option Agreement for the
Purchase and Sale of Real Property (Exhibit 10(z) to Post-
Effective Amendment No. 8 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*10(q) Lease Agreement with the Executive Committee of the Baptist
Convention of the State of Georgia, d/b/a Georgia Baptist
Health Care System (Exhibit 10(aa) to Post-Effective
Amendment No. 8 to Registration Statement of Wells Real
Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)

*10(r) Construction Contract with Cecil N. Brown Co., Inc. (Exhibit
10(bb) to Post-Effective Amendment No. 8 to Registration
Statement of Wells Real Estate Fund IV, L.P. and Wells Real
Estate Fund V, L.P., File No. 33-37830)

*10(s) Agreement for the Purchase and Sale of Real Property with 675
Industrial Park, Ltd. dated September 29, 1993 (Exhibit to
Form 10-K of Wells Real Estate Fund V, L.P. for the fiscal
year ended December 31, 1993, File No. 0-21580)

*10(t) Fund V and Fund VI Associates Joint Venture Agreement dated
December 27, 1993 (Exhibit 10(g) to Post-Effective Amendment
No. 1 to Registration Statement of Wells Real Estate Fund VI,
L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908)

*10(u) Sale and Purchase Agreement dated November 17, 1993, with
Hartford Accident and Indemnity Company (Exhibit 10(h) to
Post-Effective Amendment No. 1 to Registration Statement of
Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund
VII, L.P., File No. 33-55908)

*10(v) Lease with Hartford Fire Insurance Company December 29, 1993
(Exhibit 10(i) to Post-Effective Amendment No. 1 to
Registration Statement of Wells Real Estate Fund VI, L.P. and
Wells Real Estate Fund VII, L.P., File No. 33-55908)

*10(w) Amended and Restated Custodial Agency Agreement dated
April 1, 1994, between Wells Real Estate Fund V, L.P. and
NationsBank of Georgia, N.A. (Exhibit to Form 10-K of Wells
Real Estate Fund V, L.P. for the fiscal year ended December
31, 1994, File No. 0-21580)

*10(x) First Amendment to Joint Venture Agreement of Fund V and Fund
VI Associates dated July 1, 1994 (Exhibit to Form 10-K of
Wells Real Estate Fund V, L.P. for the fiscal year ended
December 31, 1994, File No. 0-21580)

*10(y) Land and Building Lease Agreement dated March 29, 1994,
between Apple Restaurants, Inc. and NationsBank of Georgia,
N.A., as Agent for Wells Real Estate Fund V, L.P. (Exhibit to
Form 10-K of Wells Real Estate Fund V, L.P. for the fiscal
year ended December 31, 1994, File No. 0-21580)

*10(z) Building Lease Agreement dated September 9, 1994, between
Glenn's Open-Pit Bar-B-Que, Inc. and NationsBank of Georgia,
N.A., as Agent for Fund V and Fund VI Associates (Exhibit to
Form 10-K of Wells Real Estate Fund V, L.P. for the fiscal
year ended December 31, 1994, File No. 0-21580)

*10(aa) Joint Venture Agreement of Fund V, Fund VI and Fund VII
Associates dated September 8, 1994, among Wells Real Estate
Fund V, L.P., Wells Real Estate Fund VI, L.P. and Wells Real
Estate Fund VII, L.P. (Exhibit 10(j) to Post-Effective
Amendment No. 6 to Registration Statement of Wells Real
Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P.,
File No. 33-55908)

*10(bb) Agreement for the Purchase and Sale of Property dated August
24, 1994, between Interglobia Inc. Appleton and NationsBank
of Georgia, N.A., as Agent for Fund V and Fund VI Associates
(Exhibit 10(k) to Post-Effective Amendment No. 6 to
Registration Statement of Wells Real Estate Fund VI, L.P. and
Wells Real Estate Fund VII, L.P., File No. 33-55908)

*10(cc) Assignment and Assumption of Agreement for the Purchase and
Sale of Real Property dated September 9, 1994, between
NationsBank of Georgia, N.A., as Agent for Fund V and Fund VI
Associates, and NationsBank of Georgia, N.A., as Agent for
Fund V, Fund VI and Fund VII Associates (Exhibit 10(l) to
Post-Effective Amendment No. 6 to Registration Statement of
Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund
VII, L.P., File No. 33-55908)

*10(dd) Building Lease dated February 14, 1991, between Interglobia
Inc. - Appleton and Marathon Engineers/Architects/Planners,
Inc. (included as part of Exhibit D to Exhibit 10(k) to Post-
Effective Amendment No. 6 to Registration Statement of Wells
Real Estate Fund VI, L.P. and Wells Real Estate Fund VII,
L.P., File No. 33-55908)

*10(ee) Limited Guaranty of Lease dated January 1, 1993, by J. P.
Finance OY and Fluor Daniel, Inc. for the benefit of
Interglobia Inc. - Appleton (included as Exhibit B to
Assignment, Assumption and Amendment of Lease referred to as
Exhibit 10(ff) below, which is included as part of
Exhibit D to Exhibit 10(k) to Post-Effective Amendment No. 6
to Registration Statement of Wells Real Estate Fund VI, L.P.
and Wells Real Estate Fund VII, L.P., File No. 33-55908)

*10(ff) Assignment, Assumption and Amendment of Lease dated January 1,
1993, among Interglobia Inc. - Appleton, Marathon Engineers/
Architects/Planners, Inc. and Jaakko Poyry Fluor Daniel
(included as part of Exhibit D to Exhibit 10(k) to Post-
Effective Amendment No. 6 to Registration Statement of Wells
Real Estate Fund VI, L.P. and Wells Real Estate Fund VII,
L.P., File No. 33-55908)

*10(gg) Second Amendment to Building lease dated August 15, 1994,
between Interglobia Inc. -Appleton and Jaakko Poyry Fluor
Daniel (successor-in-interest to Marathon Engineers/
Architects/Planners, Inc.) (included as Exhibit D-1 to Exhibit
10(k) to Post-Effective Amendment No. 6 to Registration
Statement of Wells Real Estate Fund VI, L.P. and Wells Real
Estate Fund VII, L.P., File No. 33-55908)

*10(hh) Assignment and Assumption of Lease dated September 6, 1994,
between Interglobia Inc. - Appleton and NationsBank of
Georgia, N.A., as Agent for Fund V, Fund VI and Fund VII
Associates (Exhibit 10(q) to Post-Effective Amendment No. 6
to Registration Statement of Wells Real Estate Fund VI, L.P.
and Wells Real Estate Fund VII, L.P., File No. 33-55908)