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) ~~April 24~~May 1, 2009

Wells Real Estate Fund II-OW

(Exact Name of Registrant as Specified in Charter)

Georgia

0-17876

58-1754703

(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))

Item 17.01. ~~Entry~~ ~~into~~Regulation aFD ~~Material Definitive Agreement~~Disclosure

~~2100~~On ~~Space~~or ~~Park~~about ~~Drive~~May 1, 2009, Wells Real Estate Fund II-OW (the “Registrant”) sent a letter to the limited partners of the Registrant providing an update of the Registrant’s portfolio along with a distribution check, if applicable. Copies of the letter and Fact Sheet are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

OnItem April 24, 2009, Fund II and Fund III Associates entered into an agreement to sell a four-story office building containing approximately 116,000 rentable square feet and located in Houston, Texas ("2100 Space Park Drive") to an unaffiliated third party for a gross sales price of $8,000,000, excluding closing costs, (the "Agreement")9. ~~Fund II and Fund III Associates is a joint venture partnership between Fund II and Fund II-OW and Wells Real Estate Fund III, L~~01.~~P. Fund~~ IIFinancial ~~and~~Statements ~~Fund II-OW is a joint venture partnership between Wells Real Estate Fund II~~ and Wells Real Estate Fund II-OW (the "Registrant"). As of April 24, 2009, the inspection period has expired and the earnest money deposit of $100,000 paid by the buyer has become non-refundable pursuant to the Agreement. The Registrant expects the closing of this transaction to occur during the second quarter of 2009; however, there are no assurances regarding when or if this sale will be completed.Exhibits

The Registrant holds an equity interest of approximately 3.39% in Fund II and Fund III Associates, and Fund II and Fund III Associates owns 100% of 2100 Space Park Drive.


Exhibit Number		Exhibit Title

99.1		Letter to limited partners

99.2		Wells Real Estate Fund II-OW Fact Sheet data as of March 31, 2009

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 II-OW (Registrant) By: WELLS CAPITAL, INC. General Partner By: /s/ Douglas P. Williams Douglas P. Williams Senior Vice President

ByDate: ~~WELLS CAPITAL~~May 1, ~~INC.~~2009 ~~General Partner~~

~~By:~~3 ~~/s/ Douglas P. Williams Douglas P. Williams Senior Vice President~~

~~Date: April~~EXHIBIT ~~29,~~INDEX ~~2009~~


Exhibit Number		Exhibit Title

99.1		Letter to limited partners

99.2		Wells Real Estate Fund II-OW Fact Sheet data as of March 31, 2009

Filing Compare · WELLS REAL ESTATE FUND II-OW