October 25, 2006

Mail Stop 4561

Leo F. Wells, III
General Partner
Wells Real Estate Funds
6200 The Corners Parkway, Suite 250
Norcross, Georgia  30092

Re:	Wells Real Estate Fund VI, L.P. (Registration No. 0-23656)
Wells Real Estate Fund VII, L.P. (Registration No. 0-25606)
Wells Real Estate Fund VII, L.P. (Registration No. 0-27888)
      Preliminary Proxy Statements on Schedule 14A
      Filed on October 5, 2006

Dear Mr. Wells:

      We have limited our review of your filings to the issues
addressed in our comments.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation of why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please provide a detailed analysis of why the proposed
transactions are not Rule 13e-3 transactions as defined in Rule
13e-
3(a)(3) of the Exchange Act.

2. Please disclose the amount of proceeds expected to be
distributed
to the limited partners upon consummation of the transactions
described in the preliminary proxy statements.

Benefits to the General Partners of Approval By the Limited
Partners
of Both Proposals, page 6

3. Please expand your discussion under this heading to include a
discussion of the potential for appreciation in the outparcels as
a
result of the construction commenced by the North Carolina
Department
of Transportation in August 2006 and the announcement of Lat
Purser`s
intentions to expand Tanglewood Commons.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each registrant acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      If you have any questions, please call Michael McTiernan at
(202) 551-3852 or me at (202) 551-3780.


      Sincerely,



Karen J. Garnett
Assistant Director
Leo F. Wells, III
Wells Real Estate Funds
October 25, 2006
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