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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

         [Fee Required]

For the fiscal year ended December 31, 2002 or

         [No Fee Required]

For the transition period from                                                           to                                                           

Commission file number 0-27888

WELLS REAL ESTATE FUND VIII, L.P.

(Exact name of registrant as specified in its charter)

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 ¨

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

PART I

ITEM 1.    BUSINESS

General

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

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

Employees

The Partnership has no direct employees. The employees of Wells Capital, Inc., the general partner of Wells Partners, and Wells Management Company, Inc., an affiliate of the General Partners, 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 compensation and fees paid to the General Partners and their affiliates during the year ended December 31, 2002.

Insurance

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

Competition

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

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ITEM 2.    PROPERTIES

The Partnership owns interests in properties through the following joint ventures between the Partnership and affiliated limited partnerships. As of December 31, 2002, the Partnership owned interests in the following eight properties through the affiliated joint ventures listed below:

Each of the aforementioned properties was acquired on an all cash basis. 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.

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As of December 31, 2002, lease expirations scheduled during each of the following ten years for all properties in which the partnership owned an interest through the above joint ventures, assuming no exercise of renewal options or termination rights, are summarized below:

The joint ventures and the properties in which the Partnership owned an interest as of December 31, 2002 are further described below:

Fund VI-VII-VIII Associates

On April 17, 1995, the Partnership, Wells Real Estate Fund VI, L.P. (“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, formed Fund VI-VII-VIII Associates. The investment objectives of Wells Fund VI and Wells Fund VII are substantially identical to those of the Partnership. As of December 31, 2002, the Partnership had contributed approximately $5,700,000 for an approximate equity interest of 32% in Fund VI-VII-VIII Associates, through which an office building in Jacksonville, Florida and a multi-tenant retail center in Clemmons, North Carolina are owned. As of December 31, 2002, Wells Fund VI has contributed $6,067,688 for an equity interest in Fund VI-VII-VIII Associates of approximately 34%, and Wells Fund VII has contributed approximately $5,932,312 for an equity interest in Fund VI-VII-VIII Associates of approximately 34%. Thus, a total of $17,700,000 has been contributed to Fund VI-VII-VIII Associates for the acquisition and development of the aforementioned properties.

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BellSouth Building

On April 25, 1995, Fund VI-VII-VIII Associates purchased a 5.55 acre parcel of land in Jacksonville, Florida for a total of $1,245,059, including closing costs. In May 1996, the office building of approximately 92,031 square feet was completed with BellSouth Advertising and Publishing Corporation, a subsidiary of BellSouth Company, taking occupancy of 66,333 square feet and American Express Travel Related Services Company, Inc. taking occupancy of 22,607 square feet. BellSouth took occupancy of an additional 3,091 square feet in December 1996. The land purchase and construction costs totaling approximately $9 million were funded by capital contributions of $2,000,000 from the Partnership, $3,500,000 from Wells Fund VI and $3,500,000 from Wells Fund VII.

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

The average effective annual rental per square foot at the BellSouth Building was $16.99 for 2002, $16.65 for 2001, and $16.36 for 2000, 1999, and 1998.

Tanglewood Commons

On May 31, 1995, Fund VI-VII-VIII Associates purchased a 14.683 acres tract of real property located in Clemmons, Forsyth County, North Carolina. Fund VI-VII-VIII Associates constructed one large strip shopping center building containing approximately 67,320 gross square feet on a 12.48 acres tract. The remaining 2.2 acre portion of the property consists of four out-parcels which have been graded and are held for future development or resale. As of December 31, 2002, Wells Fund VI had contributed $2,567,688, Wells Fund VII had contributed $2,432,312, and the Partnership had contributed $3,700,000 for the development of this project. Total costs and expenses incurred by Fund VI-VII-VIII Associates for the acquisition, development, construction and completion of the shopping center were approximately $8,700,000. Construction of the project was substantially completed in the first quarter of 1997.

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

The average effective annual rental per square foot at Tanglewood Commons was $12.85 for 2002, $13.02 for 2001, $12.53 for 2000, $11.48 for 1999, and $10.96 for 1998.

On October 7, 2002, Fund VI-VII-VIII Associates sold an outparcel of land at Tanglewood Commons to Truliant Federal Credit Union, an unrelated third-party, for a gross sales price of $558,570. This sale resulted in a gain of approximately $13,000 and net proceeds attributable to the Partnership of $169,643. The recognized gain may be adjusted as additional information becomes available in subsequent periods.

Fund VII-VIII Associates

On February 10, 1995, the Partnership and Wells Fund VII formed Fund VII-VIII Associates. The Partnership holds an approximate 63% equity interest and Wells Fund VII holds an approximate 37%

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equity interest in Fund VII-VIII Associates, through which a retail/office building and an office building are owned and operated, as described below. As of December 31, 2002, the Partnership had contributed $4,267,621 and Wells Fund VII had contributed $2,474,725, for a total cost of $6,742,346 to Fund VII-Fund VIII Associates for the acquisition and development of the following properties.

The Hannover Property

On April 1996, the Partnership contributed 1.01 acres of land located in Clayton County, Georgia and improvements thereon valued at $512,000 to Fund VII-VIII Associates for the development of a 12,080 square foot, single story combination retail/office building. As of December 31, 2002, the Partnership and Wells Fund VIII has funded approximately $1,437,801 $190,311 to Fund VII-VIII Associates for the development of the Hannover Property, in addition to the cost of the land.

In December 2000, Fund VII-VIII Associates entered into a five-year lease with Mattress King, a mattress sale store, to occupy 6,020 square feet. The annual base rent for the first three years is $88,795, and for the last two years is $91,805. The lease will expire in December 2005. Two additional tenants, Norwest Financial and Prudential Realty, occupy the remaining space at this property (approximately 50%) under leases that expire in October 2003. Management will actively pursue prospective replacement tenants during 2003 for this space.

The average effective annual rental per square foot at Hannover Center was $16.35 for 2002, $13.68 for 2001, $9.15 for 2000, $15.97 for 1999, and $10.05 for 1998.

CH2M Hill at Gainesville Property

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

In December 1995, Fund VII-VIII Associates entered into a 9 years and 11 months lease to occupy 57,457 square feet, with CH2M Hill, including an option to extend for an additional five-year period. The annual base rent during the initial term is $530,313. The annual rent for the extended term will be at the currently prevailing market rate. Assuming no options or termination rights, the lease with CH2M Hill will expire in 2005.

As of December 31, 2002, the Partnership had contributed $4,077,310 and Wells Fund VII had contributed $1,036,923 to Fund VII-VIII Associates toward the completion of this project.

The average effective annual rental per square foot at the CH2M Hill at Gainesville Property was $9.23 for 2002, $9.37 for 2001, 2000 and 1999, and $9.19 for 1998.

Fund VIII-IX Associates

On June 10, 1996, the Partnership and Wells Real Estate Fund IX, L.P. (“Wells Fund IX”), a Georgia public limited partnership affiliated with the Partnership through common general partners, formed Fund VIII-IX Associates. The investment objectives of Wells Fund IX are substantially identical to those of the Partnership. As of December 31, 2002, the Partnership had contributed $15,987,323 for an approximate 55% equity interest, and Wells Fund IX had contributed $13,289,358 for an approximate 45% equity interest in Fund VIII-IX Associates.

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US Cellular Building

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

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

Commencing November 1, 2001, US Cellular exercised its right of first refusal to lease an additional 25,451 square feet of space vacated by American Family in October 2001. This addition increased their rentable floor area from 76,276 square feet to 101,727 square feet. As a result, US Cellular occupies 100% of the building and pays rent according to the terms and conditions of their original lease.

The average effective annual rental per square foot at the US Cellular Building was $12.76 for 2002, $12.47 for 2001 and $12.60 for 2000, 1999 and 1998.

AT&T-TX Building

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

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

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

The average effective annual rental per square foot at the AT&T-TX Building is $11.39 for 2002, $11.48 for 2001, $11.38 for 2000 and 1999, and $11.49 for 1998.

Cirrus Logic Building

On February 20, 1997, Fund VIII-IX Associates acquired a 4.26 acre tract of real property in Broomfield, Colorado, located in Boulder County in the Denver/Boulder metropolitan area on which a two-story office building containing approximately 49,460 rentable square feet was constructed as part of the Interlocken Business Park, a 963-acre business development for advanced technology and research/development oriented companies. The purchase price paid for

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the Cirrus Logic Building was $7,072,000, including acquisition and closing costs of approximately $43,000. Construction of the Cirrus Logic Building was substantially completed in March 1997 with Cirrus Logic, Inc. taking occupancy of the entire building. The funds used by Fund VIII-IX Associates to acquire the land and construct the Cirrus Logic Building were derived entirely from capital contributions made by the Partnership and Wells Fund IX of approximately $3,555,495 and $3,532,275, respectively, for total capital contributions to Fund VIII-IX Associates of approximately $7,087,770.

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

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

The average effective annual rental per square foot at the Cirrus Logic Building was $14.67 for 2002 and $14.92 for 2001, 2000, 1999 and 1998.

Fund VIII-IX-REIT Associates

Quest Building

On January 10, 1997, Fund VIII-IX Associates acquired a two-story office building containing approximately 65,006 rentable square feet on a 4.4 acre tract of land located at 15253 Bake Parkway, in the Irvine Spectrum planned business community in metropolitan Orange County, California. The total consideration paid for the building was $7,465,170, including acquisition and closing costs of approximately $272,000. The funds used by Fund VIII-IX Associates to acquire the Quest Building were derived entirely from capital contributions made by the Partnership and Wells Fund IX of approximately $3,608,109 and $3,620,316, respectively, for total capital contributions to Fund VIII-IX Associates of approximately $7,228,425.

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

On June 15, 2000, Fund VIII-IX-REIT Associates was formed between Wells OP and Fund VIII-IX Associates. On July 1, 2000, Fund VIII-IX Associates contributed its interest in the Quest Building to Fund VIII-IX-REIT Associates. At December 31, 2002, the Partnership held an equity interest in Fund VIII-IX-REIT Associates of approximately 46%.

Quest Software, Inc. (“Quest”) entered into a 42-month lease for the entire Quest Building and took occupancy on August 1, 2000. Quest is a publicly traded corporation that provides software

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database management and disaster recovery services for its clients. Construction of tenant improvements required under the Quest lease cost approximately $1,231,000 and was funded through capital contributions made by Wells OP.

The average effective annual rental per square foot at the Quest Building is $18.58 for 2002 and 2001, $13.72 for 2000, and $10.11 for 1999.

ITEM 3.    LEGAL PROCEEDINGS

There were no material pending legal proceedings or proceedings known to be contemplated by governmental authorities involving the Partnership during the fourth quarter of 2002.

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

No matters were submitted to a vote of the Limited Partners during the fourth quarter of 2002.

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PART II

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

As of February 28, 2003, the Partnership had 2,862,365 outstanding Class A Units held by a total of 2,053 Limited Partners and 340,904 outstanding Class B Units held by a total of 213 Limited Partners. The capital contribution per unit is $10.00. There is no established public trading for the Partnership’s limited partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units.

Because fiduciaries of retirement plans subject to ERISA are required 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 requires 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, 2002, to be approximately $9.45 per Class A Unit and $14.87 per Class B Unit, based upon market conditions existing in early December 2002. 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 values of the Limited Partners’ Units, what a Limited Partner might be able to sell his Units for, or the fair market value of the Partnership’s properties, nor do they represent the amount of net proceeds Limited Partners would receive if the Partnership’s properties were sold and the proceeds distributed in a liquidation of the Partnership. 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 used by or relied upon by investors, other than fiduciaries of retirement plans for limited ERISA reporting purposes, as any indication of the fair market value of their Units.

Class A Status Limited Partners are entitled to a distribution from Net Cash from Operations, as defined in the Partnership Agreement to mean cash flow, less adequate cash reserves for other obligations of the Partnership for which there is no provision, on a per Unit basis until they have received distributions in each fiscal year of the Partnership equal to 10% of their adjusted capital contributions. After this preference is satisfied, the General Partners will receive an amount of Net Cash From Operations equal to 10% of the total amount of Net Cash From Operations distributed. Thereafter, the Limited Partners holding Class A Units will receive 90% of Net Cash From Operations and the General Partners will receive 10%. No Net Cash from Operations will be distributed to Limited Partners holding Class B Units. Holders of Class A Units will, except in limited circumstances, be allocated none of the Partnership’s net loss, depreciation, amortization and cost recovery deductions. These deductions will be allocated to the Class B Units, until their capital account balances have been reduced to zero. No distributions have been made to the General Partner or holders of Class B Units as of December 31, 2002.

Cash available for distribution to the Limited Partners is distributed on a quarterly basis unless Limited Partners elect to have their cash distributed monthly. Cash distributions made to Class A Status Limited Partners during 2001 and 2002 were as follows:

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The fourth quarter distribution was accrued for accounting purposes in 2002, and paid to Limited Partners in February 2003.

ITEM 6.    SELECTED FINANCIAL DATA

The following sets forth a summary of the selected financial data as of and for the years ended December 31, 2002, 2001, 2000, 1999, and 1998: