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) September 29, 2003

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, Suite 250, Norcross, Georgia 30092

(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)

Item 2. Sale of Assets

The Village Overlook Property

On September 29, 2003, Fund IV and Fund V Associates (the “Joint Venture”), a joint venture partnership between Wells Real Estate Fund V, L.P. (the “Registrant”) and Wells Real Estate Fund IV, L.P. sold two two-story office buildings containing approximately 35,700 rentable square feet located in Stockbridge, Georgia (the “Village Overlook Property”) for a sales price of approximately $5.3 million.

The Registrant holds an approximately 62.3% equity percentage interest in the Joint Venture. The net sales proceeds allocable to the Registrant as a result of the sale of the Village Overlook Property were approximately $3.1 million, and the Registrant recognized a gain of approximately $1.1 million from the transaction.

Item 7. Financial Statements and Exhibits

(b) Pro Forma Financial Information. The following pro forma financial statements of the Registrant are submitted at the end of this Current Report on Form 8-K and are filed herewith and incorporated herein by reference:

Wells Real Estate Fund V, L.P.

Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements	F-1
Pro Forma Balance Sheet as of June 30, 2003	F-2
Pro Forma Statement of Income for the year ended December 31, 2002	F-3
Pro Forma Statement of Income for the six months ended June 30, 2003	F-4

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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

By:	/s/    Leo F. Wells, III
	LEO F. WELLS, III General Partner

Date: October 10, 2003

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WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

SUMMARY OF UNAUDITED

PRO FORMA FINANCIAL STATEMENTS

This pro forma information should be read in conjunction with the financial statements and notes of Wells Real Estate Fund V, L.P. included in its annual report filed on Form 10-K for the year ended December 31, 2002 and quarterly report filed on Form 10-Q for the period ended June 30, 2003.

The following unaudited pro forma balance sheet as of June 30, 2003 has been prepared to give effect to the disposition of the Village Overlook Property by Fund IV and Fund V Associates, a joint venture partnership between Wells Real Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P., as if the disposition occurred on June 30, 2003. Wells Real Estate Fund V, L.P. holds an equity interest of approximately 62.3% in Fund IV and Fund V Associates which owns the Village Overlook Property.

The following unaudited pro forma statements of income for the year ended December 31, 2002 and the six months ended June 30, 2003 have been prepared to give effect to the disposition of the Village Overlook Property as if the disposition occurred on January 1, 2002.

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the disposition of the Village Overlook Property been consummated as of January 1, 2002.

F-1

WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA BALANCE SHEET

JUNE 30, 2003

(Unaudited)

	Wells Real Estate Fund V, L.P. (a)		Pro Forma Adjustments			Pro Forma Total
ASSETS:
Investment in Joint Ventures	$	10,528,005	$	(2,038,451)	(b)	$	8,489,554
Cash and cash equivalents		92,971		3,133,999	(c)		3,226,970
Due from Joint Ventures		79,885		0			79,885
Total assets	$	10,700,861	$	1,095,548		$	11,796,409
LIABILITIES AND PARTNERS’ CAPITAL:
Liabilities:
Partnership distributions payable	$	97,973	$	0		$	97,973
Accounts payable and accrued expenses		7,370		0			7,370
Total liabilities		105,343		0			105,343
Partners’ capital:
Limited partners:
Class A—1,567,566 units outstanding		10,595,518		816,775			11,412,293
Class B—133,036 units outstanding		0		278,773			278,773
Total partners’ capital		10,595,518		1,095,548	(d)		11,691,066
Total liabilities and partners’ capital	$	10,700,861	$	1,095,548		$	11,796,409

(a) Historical financial information has been obtained from Wells Real Estate Fund V, L.P.’s quarterly report filed on Form 10-Q for the period ended June 30, 2003.

(b) Reflects the portion of Wells Real Estate Fund V, L.P.’s investment in Fund IV and Fund V Associates, which is attributable to the Village Overlook Property.

(c) Reflects Wells Real Estate Fund V, L.P.’s proportionate share of the Village Overlook Property net sales proceeds.

(d) Reflects Wells Real Estate Fund V, L.P.’s proportionate share of the gain recognized on the sale of the Village Overlook Property.

See accompanying notes

F-2

WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2002

(Unaudited)

	Wells Real Estate Fund V, L.P. (a)		Pro Forma Adjustments			Pro Forma Total
REVENUES:
Equity in income of Joint Ventures	$	519,893	$	(53,601	)(b)	$	466,292
Other income		982		0			982
		520,875		(53,601	)		467,274
EXPENSES:
Partnership administration		71,771		0			71,771
Legal and accounting		38,162		0			38,162
Other general and administrative		7,181		0			7,181
		117,114		0			117,114
NET INCOME	$	403,761	$	(53,601	)	$	350,160
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS	$	403,761	$	(53,601	)	$	350,160
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS	$	0.00	$	0.00		$	0.00
NET INCOME PER CLASS A LIMITED PARTNER UNIT	$	0.26				$	0.22
NET LOSS PER CLASS B LIMITED PARTNER UNIT	$	0.00				$	0.00
DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT	$	0.57				$	0.57
LIMITED PARTNER UNITS OUTSTANDING:
CLASS A		1,566,416					1,566,416
CLASS B		134,186					134,186

(a) Historical financial information has been obtained from Wells Real Estate Fund V, L.P.’s annual report filed on Form 10-K for 2002.

(b) Reflects Wells Real Estate Fund V, L.P.’s equity in income of Fund IV and Fund V Associates related to the Village Overlook Property. The pro forma adjustment results from gross revenues less operating expenses, management fees, administrative costs, depreciation and amortization.

See accompanying notes

F-3

WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2003

(Unaudited)

	Wells Real Estate Fund V, L.P. (a)		Pro Forma Adjustments			Pro Forma Total
REVENUES:
Equity in income of Joint Ventures	$	165,121	$	(54,219	)(b)	$	110,902
Other income		329		0			329
		165,450		(54,219	)		111,231
EXPENSES:
Partnership administration		43,994		0			43,994
Legal and accounting		8,127		0			8,127
Other general and administrative		3,570		0			3,570
		55,691		0			55,691
NET INCOME	$	109,759	$	(54,219	)	$	55,540
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS	$	109,759	$	(54,219	)	$	55,540
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS	$	0.00	$	0.00		$	0.00
NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT	$	0.07				$	0.04
NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT	$	0.00				$	0.00
CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT	$	0.12				$	0.12
WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING:
CLASS A		1,566,991					1,566,991
CLASS B		133,611					133,611

(a) Historical financial information has been obtained from Wells Real Estate Fund V, L.P.’s quarterly report filed on Form 10-Q for the period ended June 30, 2003.

(b) Reflects Wells Real Estate Fund V, L.P.’s equity in income of Fund IV and Fund V Associates related to the Village Overlook Property. The pro forma adjustment results from gross revenues less operating expenses, management fees, administrative costs, depreciation and amortization.

See accompanying notes

F-4