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) May 15, 2006

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

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 (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 2.01. Disposition of Assets

Disposition of 10407 Centurion Parkway North

On May 15, 2006, two Wells-affiliated joint ventures, including Fund IV and Fund V Associates (“Fund IV-V Associates”), a joint venture between Wells Real Estate Fund IV, L.P. and Wells Real Estate Fund V, L.P. (the “Registrant”), sold two properties, including an office building containing approximately 87,600 rentable square feet located in Jacksonville, Florida (“10407 Centurion Parkway North”), for an aggregate gross sales price of $24,000,000, excluding closing costs, to Parkway Properties Office Fund, L.P., an unaffiliated third party. Approximately $10,622,000 of the gross sales price is attributable to 10407 Centurion Parkway North.

The Registrant holds an equity interest of approximately 62.3% in Fund IV-V Associates. The net sale proceeds and expected gain allocable to the Registrant as a result of the sale of 10407 Centurion Parkway North were approximately $6,473,000 and $1,256,000, respectively, and may be adjusted as additional information becomes available in subsequent periods.

Item 9.01. 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:

Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements	F-1
Pro Forma Balance Sheet as of December 31, 2005	F-2
Pro Forma Statement of Operations for the year ended December 31, 2005	F-3

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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

Date: May 19, 2006

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WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

SUMMARY OF UNAUDITED

PRO FORMA FINANCIAL STATEMENTS

This unaudited pro forma information should be read in conjunction with the financial statements and notes of Wells Real Estate Fund V, L.P. (the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2005.

The following unaudited pro forma balance sheet as of December 31, 2005 has been prepared to give effect to the May 15, 2006 sale of 10407 Centurion Parkway North by Fund IV and Fund V Associates (“Fund IV-V Associates”), a joint venture between Wells Real Estate Fund IV, L.P. and the Registrant, as if the disposition and distribution of net sale proceeds therefrom had occurred on December 31, 2005. The Registrant holds an equity interest of approximately 62.3% in Fund IV-V Associates, which owned 100% of 10407 Centurion Parkway North.

The following unaudited pro forma statement of operations for the year ended December 31, 2005 has been prepared to give effect to the sale of 10407 Centurion Parkway North as if the disposition had occurred on January 1, 2005. This pro forma statement of operations does not include the Registrant’s portion of the non-recurring gain that would have been recognized on the sale of 10407 Centurion Parkway North if the transaction had occurred on January 1, 2005.

These unaudited pro forma financial statements are prepared for informational purposes only. This unaudited pro forma statement of operations is not necessarily indicative of future results or of actual results that would have been achieved if the disposition of 10407 Centurion Parkway North had been consummated as of January 1, 2005.

F-1

WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA BALANCE SHEET

DECEMBER 31, 2005

(Unaudited)

	Historical(a)		Pro Forma Adjustments			Pro Forma Total
ASSETS:
Investment in joint ventures	$	5,429,995	$	(5,331,997	)(b)	$	97,998
Cash and cash equivalents		406,188		6,472,896	(c)		6,879,084
Total assets	$	5,836,183	$	1,140,899		$	6,977,082
LIABILITIES AND PARTNERS’ CAPITAL:
Liabilities:
Accounts payable and accrued expenses	$	11,578	$	0		$	11,578
Due to affiliates		7,300		0			7,300
Total liabilities		18,878		0			18,878
Partners’ capital:
Limited partners:
Class A – 1,578,066 units outstanding		5,817,305		601,175	(d)		6,418,480
Class B – 122,536 units outstanding		0		539,724	(d)		539,724
General partners		0		0			0
Total partners’ capital		5,817,305		1,140,899			6,958,204
Total liabilities and partners’ capital	$	5,836,183	$	1,140,899		$	6,977,082

^(a) Historical financial information has been obtained from the Registrant’s annual report filed on Form 10-K as of December 31, 2005.

^(b) Reflects the Registrant’s pro rata share of the allocated gain resulting from the sale of 10407 Centurion Parkway North of $1,140,899 less the Registrant’s pro rata share of the assumed distribution of proceeds resulting from the sale of 10407 Centurion Parkway North of $(6,472,896).

^(c) Reflects the Registrant’s proportionate share of the assumed distribution of net proceeds resulting from Fund IV-V Associates as a result of the sale of 10407 Centurion Parkway.

^(d) Reflects the Registrant’s proportionate share of the pro forma gain allocated from the sale of 10407 Centurion Parkway North. The allocation of gain between classes of limited partners is made in accordance with the terms of the Registrant’s partnership agreement.

See accompanying notes.

F-2

WELLS REAL ESTATE FUND V, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(Unaudited)

	Historical(a)			Pro Forma Adjustments			Pro Forma Total
EQUITY IN LOSS OF JOINT VENTURES:	$	(55,920	)	$	40,621	(b)	$	(15,299	)
EXPENSES:
Partnership administration		106,684			0			106,684
Legal and accounting		67,905			0			67,905
Total expenses		174,589			0			174,589
INTEREST AND OTHER INCOME		42,071			0			42,071
NET LOSS	$	(188,438	)	$	40,621		$	(147,817	)
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS:
CLASS A	$	(345,032	)	$	85,728		$	(259,304	)
CLASS B	$	156,594		$	(45,107	)	$	111,487
NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:
CLASS A	$	(0.22	)	$	0.06		$	(0.16	)
CLASS B	$	1.27		$	(0.36	)	$	0.91
WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:
CLASS A		1,577,441						1,577,441
CLASS B		123,161						123,161

^(a) Historical financial information has been obtained from the Registrant’s annual report on Form 10-K for the year ended December 31, 2005.

^(b) Reflects the reduction of equity in income of Fund IV-V Associates earned by the Registrant related to 10407 Centurion Parkway North for the year ended December 31, 2005. The pro forma adjustment results from gross revenues less operating expenses, management fees, administrative costs, depreciation and amortization of deferred leasing and procurement fees. This pro forma adjustment does not include the Registrant’s portion of the non-recurring gain that would have been recognized on the sale of 10407 Centurion Parkway North if the transaction had occurred on January 1, 2005.

See accompanying notes.

F-3