UNITED STATES

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) ~~December~~January 1931, ~~2013~~2014

Wells Real Estate Fund VIII, L.P.

(Exact Name of Registrant as Specified in Charter)



Georgia	000-27888	58-2126618
(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:


[]	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~~14d-42(cb))

~~Item~~[] ~~2.01. Completion~~Pre-commencement ofcommunications ~~Acquisition~~pursuant orto ~~Disposition~~Rule of13e-4(c) ~~Assets~~under the Exchange Act

~~Disposition~~(17 ofCFR ~~the 305 Interlocken Parkway property~~240.13e-4(c))

OnItem ~~December 19, 2013, Fund VIII and Fund IX Associates (“Fund VIII-IX Associates”), a joint venture partnership between Wells Real Estate Fund VIII, L~~7.P01. Regulation ~~(the~~FD “Registrant”) and Wells Real Estate Fund IX, L.P., sold a two-story, vacant office building containing approximately 49,000 rentable square feet and located in Broomfield, Colorado (“305 Interlocken Parkway”) to the State of Colorado, acting by and through the Department of Agriculture, an unaffiliated third party, for a gross sales price of $6,100,000, exclusive of closing costs. The Registrant holds an equity interest of approximately 54.8% in Fund VIII-IX Associates, which owned 100% of the 305 Interlocken Parkway property. Disclosure

AsOn aor ~~result~~about ofJanuary ~~the~~31, ~~sale~~2014, Wells Real Estate Fund VIII~~-IX~~, ~~Associates~~L.P. ~~received~~(the ~~net~~“Registrant”) ~~sale~~sent ~~proceeds~~a ofletter ~~approximately~~to ~~$5,880,000,~~pension ofplan ~~which~~trustees ~~approximately~~and ~~$3,222,000~~IRA iscustodians ~~allocable~~providing to2013 annual estimated unit values. A copy of the ~~Registrant,~~letter ~~and~~is ~~recognized~~attached aas ~~gain~~Exhibit 99.1 to this Current Report on ~~sale~~Form of8-K. ~~approximately~~Pursuant ~~$2,280,000~~to the rules and regulations of ~~which~~the ~~approximately~~Securities $1and Exchange Commission,~~249,000~~ issuch ~~allocable~~exhibit toand the ~~Registrant.~~information ~~The~~set ~~gain~~forth ontherein ~~sale~~are ~~may~~deemed to have been furnished and shall not be ~~adjusted~~deemed ~~should~~to ~~additional~~be ~~information~~“filed” ~~become~~under ~~available~~the inSecurities ~~subsequent~~Exchange ~~periods~~Act of 1934.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events

~~(b)~~Because ~~Pro~~fiduciaries ~~Forma~~of ~~Financial~~retirement ~~Information.~~plans ~~The~~subject ~~following~~to ~~pro~~ERISA ~~forma~~and ~~financial~~IRA ~~statements~~custodians are required to determine and report the value of the assets held in their respective plans or accounts on an annual basis, the general partners of the Registrant are ~~submitted~~required atunder the ~~end~~partnership ofagreement ~~this~~to ~~Current~~report ~~Report~~estimated unit values to the limited partners each year in the Registrant's annual report on Form 810-K. ~~and~~The ~~are~~methodology ~~filed~~to ~~herewith~~be utilized for determining such estimated unit values under the partnership agreement requires the general partners to estimate the amount a unit holder would receive assuming that the Registrant's properties were sold at their estimated fair market values as of the end of the Registrant's fiscal year and ~~incorporated~~the ~~herein~~proceeds therefrom, plus the amount of net sale proceeds held by ~~reference:~~Registrant at year-end from previous property sales, if any, were distributed to the limited partners in liquidation in accordance with the net sale proceeds distribution allocation outlined in the Registrant's partnership agreement. The estimated unit valuations are intended to be an estimate of the distributions that would be made to limited partners who purchased their units directly from the Registrant in the Registrant's original public offering of units, taking into account conversion elections as provided for in the partnership agreement.

~~Unaudited~~The ~~Pro~~Registrant's ~~Forma~~remaining ~~Financial~~properties ~~Statements~~were sold in 2013. The general partners of the Registrant have estimated the Registrant's unit valuations, based upon remaining cash reserves as of December 31, 2013, to be approximately $1.85 per Class “A” Unit and $1.82 per Class “B” Unit. There is no established public trading market for the Registrant's limited partnership units, and it is not anticipated that a public trading market for the units will ever develop.

Summary of Unaudited Pro Forma Financial Statements	F-1
Pro Forma Balance Sheet as of September 30, 2013	F-2
Pro Forma Statement of Operations for the year ended September 30, 2013	F-3
Pro Forma Statement of Operations for the year ended December 31, 2012	F-4

The valuations performed by the general partners are estimates only and are based on a number of assumptions which may not be accurate or complete and may or may not be applicable to any specific limited partnership units. For example, as a result of the availability of conversion elections under the partnership agreement and the resulting complexities involved relating to the distribution methodology under the partnership agreement, each limited partnership unit of the Registrant potentially has its own unique characteristics as to distributions and value. These estimated valuations assume, and are applicable only to limited partners who purchased their units directly from the Registrant in the Registrant's original public offering of units. Further, as set forth above, no third-party appraisals have been or will be obtained. For these reasons, the estimated unit valuations set forth above should not be used by or relied upon by investors, other than fiduciaries of retirement plans and IRA custodians for limited ERISA and IRA reporting purposes, as a factor for consideration in the determination of the fair market value of their units. In addition, it should be noted that ERISA plan fiduciaries and IRA custodians may use estimated unit valuations obtained from other sources, such as prices paid for the Registrant's units in secondary market trades, and that such estimated unit valuations may well be lower than those estimated by the general partners using the methodology required by the partnership agreement.

It also should be noted that the Registrant has sold its remaining properties and the remaining cash reserves will be used to fund expenses and obligations of the Registrant. In considering the foregoing estimated unit valuations, it should be noted that the Registrant has previously distributed net sale proceeds in the amount of $6.72 per Class “A” Unit and $14.57 per Class “B” Unit to its limited partners. These amounts are intended to represent the per-unit distributions received by limited partners who purchased their units directly from the Registrant in the Registrant's original public offering of units, and who have made no conversion elections under the partnership agreement. Limited partners who have made one or more conversion elections would have received a different level of per-unit distribution.

Certain statements contained in this Form 8-K other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

Act of 1934. Such statements include, in particular, statements about future performance and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that this report is filed with the Securities and Exchange Commission. Neither the Registrant nor the general partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 8-K. This is neither an offer nor a solicitation to purchase securities.

Item 9.01. Financial Statements and Exhibits



Exhibit Number	Exhibit Title
99.1	Letter to custodian or pension plan trustee dated January 31, 2014

SIGNATURE

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 VIII, L.P. (Registrant)



By:	WELLS PARTNERS, L.P. General Partner



By:	WELLS CAPITAL, INC. General Partner

By: /s/ ~~Douglas~~Randy P.SimmonsRandy ~~WilliamsDouglas~~SimmonsSenior ~~P. WilliamsSenior~~ Vice President

Date: ~~December~~January 2631, ~~2013~~2014

~~WELLS~~EXHIBIT ~~REAL ESTATE FUND VIII, L.P.~~INDEX

(A Georgia Public Limited Partnership)



Exhibit Number	Exhibit Title
99.1	Letter to custodian or pension plan trustee dated January 31, 2014

~~SUMMARY OF UNAUDITED~~ 5

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 VIII, L.P. (the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2012, and in its quarterly report filed on Form 10-Q for the three and nine months ended September 30, 2013.

The following unaudited pro forma balance sheet as of September 30, 2013 has been prepared to give effect to the December 19, 2013 sale of the 305 Interlocken Parkway property by Fund VIII and Fund IX Associates (“Fund VIII-IX Associates”), a joint venture partnership between the Registrant and Wells Real Estate Fund IX, L.P., as if the disposition and distribution of net sale proceeds therefrom had occurred on September 30, 2013. The Registrant holds an equity interest of approximately 54.8% in Fund VIII-IX Associates, which owned 100% of the 305 Interlocken Parkway property.

The following unaudited pro forma statements of operations for the nine months ended September 30, 2013 and the year ended December 31, 2012 have been prepared to give effect to the sale of the US Cellular Building and the 305 Interlocken Parkway property as if the dispositions had occurred on January 1, 2012. Fund VIII-IX Associates owned 100% of the US Cellular Building, which was sold on March 22, 2013.

These unaudited pro forma financial statements are prepared for informational purposes only. These unaudited pro forma statements of operations are not necessarily indicative of future results or of actual results that would have been achieved if the dispositions of the 305 Interlocken Parkway property and the US Cellular Building had been consummated as of January 1, 2012. Specifically, the accompanying pro forma statements of operations do not include the Registrant's portion of the nonrecurring gain or loss on sale that would have been recognized if the aforementioned property sales had occurred on January 1, 2012.

F-1

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 2013

(Unaudited)

	Historical(a)		Pro Forma Adjustments				Pro Forma Total
Assets:
Investment in joint venture	$	1,960,945	$	(1,960,945	)	(b)	$	—
Cash and cash equivalents	5,578,285		3,198,320			(c)	8,776,605
Other assets	2,409		—				2,409
Total assets	$	7,541,639	$	1,237,375			$	8,779,014
Liabilities:
Accounts payable and accrued expenses	$	2,986	$	—			$	2,986
Due to affiliates	4,689		—				4,689
Total liabilities	7,675		—				7,675
Partners' Capital:
Limited partners:
Class A - 2,949,979 units outstanding	6,641,118		546,503			(d)	7,187,621
Class B - 253,287 units outstanding	892,846		690,872			(d)	1,583,718
General partners	—		—				—
Total partners' capital	7,533,964		1,237,375				8,771,339
Total liabilities and partners' capital	$	7,541,639	$	1,237,375			$	8,779,014

(a) Historical financial information is presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and has been obtained from the Registrant's quarterly report on Form 10-Q for the nine months ended September 30, 2013.

(b) Reflects the GAAP-basis of the Registrant's investment in Fund VIII-IX Associates as of September 30, 2013.

(c) Reflects the Registrant's proportionate share of the assumed distribution of net proceeds from Fund VIII-IX Associates as a result of the sale of the 305 Interlocken Parkway property, offset by an assumed investment in Fund VIII-IX Associates as of September 30, 2013.

(d) Reflects the Registrant's proportionate share of the pro forma gain allocated from the sale of the 305 Interlocken Parkway property. The allocation of gain between classes of limited partners is made in accordance with the terms of the Registrant's partnership agreement.

F-2

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

				Pro Forma Adjustments
	Historical(a)			US Cellular Building				305 Interlocken Parkway			Pro Forma Total
Equity in Income (Loss) of Joint Venture	$	936,245		$	(1,156,885	)	(b)	$	210,137	(c)	$	(10,503	)
Interest and Other Income	5,236			—				—			5,236
General and Administrative Expenses	132,262			—				—			132,262
Net Income (Loss)	$	809,219		$	(1,156,885	)		$	210,137		$	(137,529	)
Net Income (Loss) Allocated To:
Class A Limited Partners	$	(82,607	)	$	(47,651	)		$	69,454		$	(60,804	)
Class B Limited Partners	$	892,846		$	(1,109,234	)		$	140,683		$	(75,705	)
General Partners	$	(1,020	)	$	—			$	—		$	(1,020	)
Net Income (Loss) Per Weighted-Average Limited Partner Unit:
Class A	$	(0.03	)	$	(0.02	)		$	0.02		$	(0.02	)
Class B	$	3.53		$	(4.38	)		$	0.55		$	(0.30	)
Weighted-Average Limited Partner Units Outstanding:
Class A	2,949,979										2,949,979
Class B	253,287										253,287

(a) Historical financial information has been obtained from the Registrant's quarterly report on Form 10-Q for the nine months ended September 30, 2013.

(b) Reflects a reduction of equity in income of Fund VIII-IX Associates earned by the Registrant related to the US Cellular Building for the nine months ended September 30, 2013. The pro forma adjustment represents the Registrant's pro rata share of gain on sale and rental revenues, less operating expenses, management and leasing fees, depreciation, amortization, and administrative costs.

(c) Reflects an adjustment to equity in loss of Fund VIII-IX Associates incurred by the Registrant related to the 305 Interlocken Parkway property for the nine months ended September 30, 2013. The pro forma adjustment represents the Registrant's pro rata share of operating expenses, management and leasing fees, depreciation, amortization, and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the 305 Interlocken Parkway property if the transaction had occurred on January 1, 2012.

F-3

WELLS REAL ESTATE FUND VIII, L.P.

(A Georgia Public Limited Partnership)

PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

				Pro Forma Adjustments
	Historical(a)			US Cellular Building				305 Interlocken Parkway				Pro Forma Total
Equity in Income of Joint Venture	$	187,079		$	(159,666	)	(b)	$	(42,624	)	(c)	$	(15,211	)
Interest and Other Income	1,050			—				—				1,050
General and Administrative Expenses	190,277			—				—				190,277
Net Loss	$	(2,148	)	$	(159,666	)		$	(42,624	)		$	(204,438	)
Net Loss Allocated To:
Class A Limited Partners	$	(2,127	)	$	(159,666	)		$	(42,624	)		$	(204,417	)
Class B Limited Partners	$	—		$	—			$	—			$	—
General Partners	$	(21	)	$	—			$	—			$	(21	)
Net Loss Per Weighted-Average Limited Partner Unit:
Class A	$	0.00		$	(0.05	)		$	(0.02	)		$	(0.07	)
Class B	$	—		$	—			$	—			$	—
Weighted-Average Limited Partner Units Outstanding:
Class A	2,949,979											2,949,979
Class B	253,287											253,287

(a) Historical financial information has been obtained from the Registrant's annual report on Form 10-K for the year ended December 31, 2012.

(b) Reflects a reduction of equity in income of Fund VIII-IX Associates earned by the Registrant related to the US Cellular Building for the year ended December 31, 2012. The pro forma adjustment represents the Registrant's pro rata share of rental revenues, less operating expenses, management and leasing fees, depreciation, amortization, and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the US Cellular Building if the transactions had occurred on January 1, 2012.

(c) Reflects a reduction of equity in income of Fund VIII-IX Associates earned by the Registrant related to the 305 Interlocken Parkway property for the year ended December 31, 2012. The pro forma adjustment represents the Registrant's pro rata share of rental revenues, less operating expenses, management and leasing fees, depreciation, amortization, and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the 305 Interlocken Parkway property if the transactions had occurred on January 1, 2012.

F-4

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