UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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


Date of Report (Date of earliest event reported)
February 25, 2013

Wells Real Estate Fund VIII, L.P.
(Exact Name of Registrant as Specified in Charter)


Georgia
000-27888
58-2126618
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


6200 The Corners Parkway, Norcross, Georgia
30092-3365
(Address of Principal Executive Offices)
(Zip Code)

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


N/A
(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01. Entry into a Material Definitive Agreement

US Cellular Building

On February 25, 2013, Fund VIII and Fund IX Associates (“Fund VIII-IX Associates”), a joint venture partnership between Wells Real Estate Fund VIII, L.P. (the “Registrant”) and Wells Real Estate Fund IX, L.P. entered into an agreement to sell a four-story, multi-tenant office building containing approximately 102,000 rentable square feet and located in Madison, Wisconsin (the “US Cellular Building”) to Fulcrum Asset Advisors, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs, (the “Agreement”). As of February 25, 2013, the inspection period has expired and the earnest money deposit of $400,000 paid by the buyer has become non-refundable pursuant to the Agreement. The Registrant expects the closing of this transaction to occur in the first quarter of 2013; however, there are no assurances regarding when or if this sale will be completed. The Registrant holds an equity interest of approximately 54.8% in Fund VIII-IX Associates, which owns 100% of the US Cellular Building.
 
 

















 










SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
WELLS REAL ESTATE FUND VIII, L.P.
(Registrant)

By:
WELLS PARTNERS, L.P.
General Partner

By:
WELLS CAPITAL, INC.
General Partner

By:
/s/ Douglas P. Williams
Douglas P. Williams
Senior Vice President


Date: February 28, 2013