Form 8-K

At Wells Real Estate Funds, our goal is to provide our investors with the highest level of service possible. As stewards of your investment, we are providing you with a distribution update on your Wells Limited Partnership investment.

The recent sale of the Stockbridge Village properties on April 29, 2004, was a highlight for the Fund, which held an interest of approximately 46% in Stockbridge Village II. The sale capitalized on the current strong investor demand for grocery-anchored shopping centers in the market. We have secured 100% occupancy at the Marathon building through two long-term leases, placing this asset in a stable condition, and leasing activity at 10407 Centurion Parkway North has improved. We made our first distribution of net sale proceeds in January 2004 to limited partners, totaling approximately $1,507,000. We also have announced the next net sale proceeds distribution to limited partners, scheduled for the fourth quarter 2004, totaling $3,286,000 from the sales of the Hartford and Village Overlook properties.

With only two properties remaining in the Fund, the General Partners are currently reserving operating cash and the remaining net sale proceeds from the sales of Village Overlook and Stockbridge Village II to fund the re-leasing costs anticipated for the remaining vacancy at 10407 Centurion Parkway North. We anticipate that operating distributions will continue to be reserved in the near term, as re-leasing occurs at this property, particularly given that operating cash flow will decrease with the recent sale of the Stockbridge Village II property and the near-term free rent periods at Marathon. As 2004 progresses and the outcome of the property re-leasing effort is known, the General Partners will evaluate if further distributions of net sale proceeds are appropriate.

While operating distributions to Class A unit holders have been reserved, we would like to highlight that, through June 30, 2004, current Class A unit holders have received cumulative net operating cash flows of approximately $10.1 million, as compared to the $15.7 million originally invested, or approximately 64% of the dollars invested since inception.

No operating distributions have been made to investors holding Class B units or to the General Partners, in line with the partnership agreement.

Form 10-Q for the second quarter 2004 (which includes a complete Fund update) will be available to you online at www.wellsref.com within a few weeks. Ongoing information regarding Fund V activities also is available to you on the same Web site.

Should you have any questions regarding Fund V, please don’t hesitate to contact the Wells Investor Services Department at 800-557-4830. For your convenience, the Wells Investor Services Department is available Monday through Thursday from 8:15 a.m. until 7:30 p.m. (ET),

and Friday from 8:15 a.m. until 5:30 p.m. (ET). Please take comfort in knowing your calls will always be answered by a live voice at Wells — not an automated system — during our regular support hours at our corporate office in Atlanta, Georgia. You also may contact an Investor Services Specialist via e-mail at investorservices@wellsref.com.

Our ongoing priority at Wells Real Estate Funds is to provide you with unparalleled customer service, and we thank you for allowing us to serve your financial needs, now and in the future.

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


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