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) August 22, 2005

Wells Real Estate Fund V, L.P.

(Exact Name of Registrant as Specified in Charter)

Georgia	0-21580	58-1936904
(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

(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 (see General Instruction A.2. below):

[] 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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01. Regulation FD Disclosure

On August 23, 2005, Wells Real Estate Fund V, L.P. (the "Registrant") will send a letter to its limited partners advising them regarding the SEC's guidance on mini-tender offers and the Registrant's method for responding to such offers in the future.  A copy of this letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.  Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934.

The Registrant recently received notice of two unsolicited mini-tender offers for Class A and Class B limited partnership units.  The Registrant's responses to those offers are attached as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K.    Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibits and the information set forth therein are deemed to have been furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits

Exhibit Number	Exhibit Title
99.1	Letter to limited partners dated August 23, 2005
99.2	Response to mini-tender offer for Class A units
99.3	Response to mini-tender offer for Class B units

SIGNATURES

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 V, L.P.
(Registrant)

By: WELLS PARTNERS, L.P.
General Partner

By: WELLS CAPITAL, INC.
General Partner

By: /s/ Leo F. Wells, III
Leo F. Wells, III
President

Date: August 22, 2005

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Letter to limited partners dated August 23, 2005
99.2	Response to mini-tender offer for Class A units
99.3	Response to mini-tender offer for Class B units