8-K

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): August 27, 2010

WELLS REAL ESTATE INVESTMENT TRUST II, INC.

(Exact name of registrant specified in its charter)

Maryland	000-51262	20-0068852
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.

6200 The Corners Parkway

Norcross, Georgia 30092-3365

(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 449-7800

Not Applicable

(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-4(c))

Item 7.01 Regulation FD Disclosure

On August 27, 2010, Wells Real Estate Investment Trust II, Inc. (the “Company”) issued a mailing to stockholders in connection with the recommendation by the Company’s board of directors that its stockholders reject an unsolicited mini-tender offer by MIRELF III REIT Investments II, LLC for up to 25,000,000 shares, or approximately 4.9%, of the Company’s outstanding common stock. A copy of the mailing to stockholders is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is included with this Report:

99.1    Mailing to stockholders of Wells Real Estate Investment Trust II, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WELLS REAL ESTATE INVESTMENT TRUST II, INC.
Dated: August 27, 2010	By:	/s/ Douglas P. Williams
		Douglas P. Williams Executive Vice President

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Mailing to stockholders of Wells Real Estate Investment Trust II, Inc.

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EX-99.1

Exhibit 99.1

Synopsis

• Madison International Realty recently contacted numerous Wells investors to purchase their Wells REIT II shares for $4.50 each.

• Wells REIT II’s Board of Directors unanimously recommends that you do not sell your shares at that price.

We strongly recommend rejecting the $4.50 offer from Madison, which the

Board believes is significantly below the REIT’s current value.

*** To decline the offer, simply ignore it. You do not need to respond to anything. ***

Options for Investors Seeking Liquidity

As an option for investors with an urgent need to cash out, the Board is reopening the Wells REIT II Share Redemption Program. After shares have been outstanding for one year, they may be redeemed at 60% of purchase price, or $6 per share in most cases.

It is important to note that $6 is not the current value of your shares. Wells REIT II was designed to be a long-term investment, and the share valuation will not be set until an official appraisal is performed, by the end of 2011. Your Board does not recommend that investors redeem their shares for $6. The $6 simply represents a redemption option for qualifying investors with an immediate need. (Limitations apply — see the Form 8-K filed on July 27, 2010, at www.WellREITII.com for full details. For accounts redeeming due to death or qualifying disability, redemption remains at 100% of the share purchase price.)

Where to Find More Information

Additional information can be found at www.WellsREITII.com, under the Investor Relations tab. As these opportunistic offers become more common in the investment industry, responding by mail to each one becomes very costly to the REIT and its investors — generally ranging from $50,000 to $75,000 per response. As a result, going forward we will post our responses at www.WellsREITII.com, under Investor Relations.

As always, if you have any questions about tender offers or your account, please contact your financial representative or call us at Wells at 800-557-4830.

Thank you for your investment with Wells REIT II.

E. Nelson Mills President Wells REIT II The Securities and Exchange Commission has cautioned investors about unsolicited “mini-tender” offers for investment shares below market value. For information: www.sec.gov/investor/pubs/minitend.htm

Wells Real Estate Funds, Inc. is affiliated with Wells Investment Securities, Inc. — Distributor — Member FINRA/SIPC.

Wells Real Estate Investment Trust II, Inc. (Wells REIT II) is closed to new investments.

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