JMB INCOME PROPERTIES LTD VII
10-Q, 1997-08-13
OPERATORS OF NONRESIDENTIAL BUILDINGS
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              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549



                           FORM 10-Q



          Quarterly Report Under Section 13 or 15(d)
            of the Securities Exchange Act of 1934




For the quarter ended June 30, 1997Commission File No. 0-9555  




               JMB INCOME PROPERTIES, LTD. - VII
    (Exact name of registrant as specified in its charter)




                Illinois             36-2999384                
      (State of organization)(IRS Employer Identification No.)  



  900 N. Michigan Ave., Chicago, IL    60611                   
(Address of principal executive office)(Zip Code)               




Registrant's telephone number, including area code 312/915-1987



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No 


<PAGE>


                       TABLE OF CONTENTS




PART I    FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . .    3

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . .   10



PART II   OTHER INFORMATION


Item 5.   Other Information. . . . . . . . . . . . . .   12

Item 6.   Exhibits and Reports on Form 8-K . . . . . .   13






<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

                               JMB INCOME PROPERTIES, LTD. - VII
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                                  CONSOLIDATED BALANCE SHEETS

                              JUNE 30, 1997 AND DECEMBER 31, 1996

                                          (UNAUDITED)


                                            ASSETS
                                            ------
<CAPTION>
                                                                   JUNE 30,    DECEMBER 31, 
                                                                     1997         1996      
                                                                 -------------------------  
<S>                                                             <C>           <C>           
Current assets:
    Cash and cash equivalents. . . . . . . . . . . . . . . . .    $  6,613,022    6,876,686 
    Interest, rents and other receivables. . . . . . . . . . .       1,021,564      976,723 
    Escrow deposits and restricted funds . . . . . . . . . . .       1,323,595      731,964 
                                                                  ------------  ----------- 
            Total current assets . . . . . . . . . . . . . . .       8,958,181    8,585,373 
                                                                  ------------  ----------- 

Investment properties held for sale or disposition . . . . . .      20,499,531   20,460,067 

Deferred expenses  . . . . . . . . . . . . . . . . . . . . . .       1,170,498    1,228,677 
Accrued rents receivable . . . . . . . . . . . . . . . . . . .       1,355,132    1,226,540 
Venture partners' deficit in venture . . . . . . . . . . . . .       2,572,296    2,557,415 
                                                                  ------------  ----------- 
                                                                  $ 34,555,638   34,058,072 
                                                                  ============  =========== 


<PAGE>


                               JMB INCOME PROPERTIES, LTD. - VII
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                            CONSOLIDATED BALANCE SHEETS - CONTINUED

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                     -----------------------------------------------------

                                                                    JUNE 30,   DECEMBER 31, 
                                                                      1997        1996      
                                                                 ------------- ------------ 
Current liabilities:
    Current portion of long-term debt. . . . . . . . . . . . .    $    367,193      345,913 
    Accounts payable . . . . . . . . . . . . . . . . . . . . .         883,271    1,136,735 
    Accrued interest . . . . . . . . . . . . . . . . . . . . .         275,465      277,345 
    Accrued real estate taxes. . . . . . . . . . . . . . . . .       2,927,625    2,219,287 
                                                                  ------------  ----------- 
            Total current liabilities. . . . . . . . . . . . .       4,453,554    3,979,280 

Tenant security deposits . . . . . . . . . . . . . . . . . . .         189,932      184,601 
Long-term debt, less current portion . . . . . . . . . . . . .      32,547,913   32,736,988 
                                                                  ------------  ----------- 
Commitments and contingencies 

            Total liabilities. . . . . . . . . . . . . . . . .      37,191,399   36,900,869 
                                                                  ------------  ----------- 
Venture partners' subordinated equity in venture . . . . . . .       1,207,558    1,120,019 

Partners' capital accounts (deficits):
    General partners:
      Capital contributions. . . . . . . . . . . . . . . . . .           1,000        1,000 
      Cumulative net earnings (loss) . . . . . . . . . . . . .       1,066,481    1,050,946 
      Cumulative cash distributions. . . . . . . . . . . . . .      (8,072,197)  (8,045,308)
                                                                  ------------  ----------- 
                                                                    (7,004,716)  (6,993,362)
                                                                  ------------  ----------- 
    Limited partners:
      Capital contributions, net of offering costs . . . . . .      54,676,276   54,676,276 
      Cumulative net earnings (loss) . . . . . . . . . . . . .      49,314,448   48,941,597 
      Cumulative cash distributions. . . . . . . . . . . . . .    (100,829,327)(100,587,327)
                                                                  ------------  ----------- 
                                                                     3,161,397    3,030,546 
                                                                  ------------  ----------- 
            Total partners' capital accounts (deficits). . . .      (3,843,319)  (3,962,816)
                                                                  ------------  ----------- 
                                                                  $ 34,555,638   34,058,072 
                                                                  ============  =========== 
<FN>
                 See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                               JMB INCOME PROPERTIES, LTD. - VII
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                             CONSOLIDATED STATEMENTS OF OPERATIONS

                       THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                          (UNAUDITED)

<CAPTION>
                                             THREE MONTHS ENDED         SIX MONTHS ENDED      
                                                  JUNE 30                    JUNE 30          
                                         ---------------------------------------------------- 
                                                1997        1996         1997         1996    
                                            -----------  ----------  -----------   ---------- 
<S>                                        <C>          <C>         <C>           <C>         
Income:
  Rental income. . . . . . . . . . . . . .  $ 2,903,387   2,845,385    5,751,493    5,617,910 
  Interest income. . . . . . . . . . . . .       83,110      95,181      167,596      191,020 
                                            -----------  ----------   ----------   ---------- 
                                              2,986,497   2,940,566    5,919,089    5,808,930 
                                            -----------  ----------   ----------   ---------- 
Expenses:
  Mortgage and other interest. . . . . . .      868,387     882,408    1,743,655    1,767,057 
  Depreciation . . . . . . . . . . . . . .        --        582,016        --       1,163,108 
  Property operating expenses. . . . . . .    1,631,150   1,401,792    3,253,572    2,754,019 
  Professional services. . . . . . . . . .       41,834      21,020       81,034       70,551 
  Amortization of deferred expenses. . . .       59,247      57,996      118,494      116,060 
  General and administrative . . . . . . .       49,106      31,064       84,790       78,337 
                                            -----------  ----------   ----------   ---------- 
                                              2,649,724   2,976,296    5,281,545    5,949,132 
                                            -----------  ----------   ----------   ---------- 
          Operating earnings (loss). . . .      336,773     (35,730)     637,544     (140,202)
Venture partners' share of ventures' 
  operations . . . . . . . . . . . . . . .     (135,179)     24,918     (249,158)      47,935 
                                            -----------  ----------   ----------   ---------- 
          Net earnings (loss). . . . . . .  $   201,594     (10,812)     388,386      (92,267)
                                            ===========  ==========   ==========   ========== 
          Net earnings (loss) per 
            limited partnership 
            interest . . . . . . . . . . .  $      3.20        (.17)        6.16        (1.46)
                                            ===========  ==========   ==========   ========== 
          Cash distributions per 
            limited partnership 
            interest . . . . . . . . . . .  $      4.00        4.00         4.00         6.00 
                                            ===========  ==========   ==========   ========== 
<FN>
                 See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                               JMB INCOME PROPERTIES, LTD. - VII
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                       THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                          (UNAUDITED)

<CAPTION>
                                                                       1997           1996    
                                                                   ------------   ----------- 
<S>                                                               <C>            <C>          
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . .  $   388,386       (92,267)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . .        --        1,163,108 
    Amortization of deferred expenses. . . . . . . . . . . . . . .      118,494       116,060 
    Amortization of discounts on long-term debt. . . . . . . . . .      117,451       112,001 
    Venture partners' share of ventures' operations. . . . . . . .      249,158       (47,935)
  Changes in:
    Interest, rents and other receivables. . . . . . . . . . . . .     (173,433)      242,875 
    Escrow deposits and restricted funds . . . . . . . . . . . . .     (591,631)     (902,309)
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . .     (253,464)      (61,962)
    Accrued interest . . . . . . . . . . . . . . . . . . . . . . .       (1,880)       (1,719)
    Accrued real estate taxes. . . . . . . . . . . . . . . . . . .      708,338       497,080 
    Tenant security deposits . . . . . . . . . . . . . . . . . . .        5,331        (3,628)
                                                                   ------------   ----------- 
          Net cash provided by (used in) operating activities. . .      566,750     1,021,304 
                                                                   ------------   ----------- 
Cash flows from investing activities:
  Additions to investment properties . . . . . . . . . . . . . . .      (39,464)     (110,859)
  Payment of deferred expenses . . . . . . . . . . . . . . . . . .      (60,315)      (94,706)
                                                                   ------------   ----------- 
          Net cash provided by (used in) investing activities. . .      (99,779)     (205,565)
                                                                   ------------   ----------- 


<PAGE>


                               JMB INCOME PROPERTIES, LTD. - VII
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                       CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                       1997           1996    
                                                                   ------------   ----------- 

Cash flows from financing activities:
  Principal payments on long-term debt . . . . . . . . . . . . . .     (285,246)     (260,910)
  Distributions to venture partners. . . . . . . . . . . . . . . .     (176,500)     (128,113)
  Distributions to limited partners. . . . . . . . . . . . . . . .     (242,000)     (363,030)
  Distributions to general partners. . . . . . . . . . . . . . . .      (26,889)      (40,337)
                                                                   ------------   ----------- 
          Net cash provided by (used in) financing activities. . .     (730,635)     (792,390)
                                                                   ------------   ----------- 
          Net increase (decrease) in cash and cash equivalents . .     (263,664)       23,349 

          Cash and cash equivalents, beginning of year . . . . . .    6,876,686     6,182,420 
                                                                   ------------   ----------- 

          Cash and cash equivalents, end of period . . . . . . . . $  6,613,022     6,205,769 
                                                                   ============   =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest. . . . . . . . . . . . $  1,628,084     1,656,776 
                                                                   ============   =========== 
  Non-cash investing and financing activities. . . . . . . . . . . $      --            --    
                                                                   ============   =========== 
















<FN>
                 See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


               JMB INCOME PROPERTIES, LTD. - VII
                    (A LIMITED PARTNERSHIP)
                   AND CONSOLIDATED VENTURES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    JUNE 30, 1997 AND 1996

GENERAL

    Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996.  The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term.  In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated.  As of December 31, 1996, the Partnership committed to a plan
to sell the Westdale and One Woodfield Lake investment properties. 
Accordingly, these properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements.  The
results of operations, net of venture partners' share, for such properties
were $424,425 and $(103,244), respectively, for the six months ended June
30, 1997 and 1996.

     During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.

     Certain amounts in the 1996 consolidated financial statements have
been reclassified to conform to the 1997 presentation.

TRANSACTIONS WITH AFFILIATES

    Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of June 30,
1997 and for the six months ended June 30, 1997 and 1996 are as follows:

                                                   Unpaid at  
                                                   June 30,   
                                1997      1996       1997     
                               ------    ------  -------------
Reimbursement (at cost) for 
  out-of-pocket expenses .     $4,077     1,343      1,155    
                               ======    ======      =====    



<PAGE>


     ONE WOODFIELD LAKE

     The Schaumburg, Illinois office market in which One Woodfield Lake
office building is located improved during 1996 and continues to be strong.

This has resulted in the property currently being 100% leased.  During
1996, the joint venture finalized an agreement with a major tenant (U.S.
Life, approximately 52,000 square feet) to extend the expiration date of
its original lease from 2000 to 2006 and to expand its premises by
approximately 5,900 square feet to approximately 58,000 square feet.  In
return, the joint venture reduced the rental rate effective immediately,
with the new rental rate approximating current market rental rates.  In
addition, the joint venture has renewed for five years, at a rate which
approximates current market rates, another major tenant (Xerox,
approximately 38,000 square feet or 21% of the leasable square footage of
the building) whose lease had been scheduled to expire in 1997.

     The joint venture must escrow with the lender any excess cash flow (as
defined) due to the terms of the current property indebtedness (as modified
and extended to September 1998 in 1995).  As of June 30, 1997,
approximately $140,000 rewards escrowed with the lender, which may be used
(subject to lender approval) for future deficits, leasing costs or capital
improvements.

     The Partnership is currently in discussions with the joint venture
partner to explore the possibility of the joint venture partner buying the
Partnership's interest in the venture.  There can be no assurance that any
agreement will be reached in this regard.

     WESTDALE MALL

     The mall continues to operate in a very competitive retail environ-
ment.  During the second quarter of 1997, occupancy decreased to 87%, 7% of
which is leased to tenants on a month-to-month basis.  As leases expire,
lease renewals and new leases are likely to be at rental rates equal to or
slightly below rates on existing leases.  In addition, new leases will
likely require expenditures for lease commissions and tenant improvements
prior to tenant occupancy.  This anticipated decline in rental rates, an
anticipated increase in re-leasing time and the costs upon releasing will
result in a decrease in cash flow from operations over the near term.  The
Partnership is also evaluating certain capital improvement projects and the
competitive positioning of this property in its market.  The joint venture
intends to allocate the resources necessary for the manager of the mall to
continue to attract new tenants, subject to working capital sources and
reserves.


ADJUSTMENTS

     In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of June 30, 1997
and the three and six months ended June 30, 1997 and 1996.





<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.

     At June 30, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $6,613,000.  Such funds are
available for distributions to partners and working capital requirements,
of which approximately $1,070,000 is being held at the Westdale Mall for
costs to be incurred including capital additions and tenant improvements.

     During 1996 some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% Interests in the Partnership between $70 and $90 per Interest.  The
Partnership recommended against acceptance of these offers on the basis,
among other things, the offer price was inadequate.  As of the date of this
report, such offers have expired.  The board of directors of JMB Realty
Corporation ("JMB"), the managing general partner of the Partnership, has
established a Special Committee (the "Special Committee") consisting of
certain directors of JMB to deal with all matters relating to tender offers
for Interests in the Partnership, including any and all responses to such
tender offers.  The Special Committee has retained independent counsel to
advise it in connection with any potential tender offers for Interests and
has retained Lehman Brothers Inc. as financial advisor to assist the
Special Committee in evaluating and responding to any additional potential
tender offers for Interests.

     The Partnership had been made aware that in June and late July of 1997
two other unaffiliated third parties made unsolicited tender offers to some
of the Holders of Interests.  These offers sought to purchase up to 4.9% of
the Interests in the Partnership at amounts between $100 and $129 per
Interest.  The Special Committee recommended against acceptance of the June
1997 offer, which expired in late July 1997, on the basis that, among other
things, the offer price was inadequate.  The Special Committee is currently
in the process of formulating an opinion on the July 1997 offer which is
currently scheduled to expire in mid-September 1997.  As of the date of
this report, the Partnership is aware that 4.43% of the outstanding
Interests have been purchased by all such unaffiliated third parties either
pursuant to such tender offers or through negotiated purchases.

     It is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although, there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.

     The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment portfolio as quickly as
practicable.  Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999, perhaps in the 1997-1998 time
frame, barring unforeseen economic developments.

RESULTS OF OPERATIONS

     The increase in escrow deposits and restricted funds and the related
accrued real estate taxes at June 30, 1997 as compared to December 31, 1996
is primarily due to the timing of payments of real estate taxes at the
Partnership's investment properties.  Also contributing to the increase in
escrow deposits is the escrowing of any excess cash flow (as defined) with
the lender due to the terms of the current property indebtedness (as
modified and extended in 1995) at the One Woodfield Lake investment
property.



<PAGE>


     The decrease in accounts payable at June 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments for property
operating expenses.

     The increase in venture partners' subordinated equity in ventures at
June 30, 1997 as compared to December 31, 1996 and the corresponding
increase in venture partners' share of ventures' operations for the three
and six months ended June 30, 1997 as compared to the same periods in 1996
is primarily due to no further depreciation expense being incurred on the
Westdale and One Woodfield Lake investment properties as a result of these
properties being classified as "held for sale or disposition" in accordance
with SFAS 121 on December 31, 1996.

     The decrease in depreciation expense for the three and six months
ended June 30, 1997 as compared to the same period in 1996 is primarily
attributable to the suspension of depreciation, effective January 1, 1997
on the Westdale Mall and One Woodfield Lake investment properties, as the
properties were classified as held for sale as of December 31, 1996 and
therefore will not be subject to continued depreciation as of that date.

     The increase in property operating expenses for the three and six
months ended June 30, 1997 as compared to the same periods in 1996 is
primarily due to increased real estate taxes at the One Woodfield Lake
investment property.  Such costs are partially recoverable from tenants.



<PAGE>


<TABLE>
PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION


                                           OCCUPANCY

     The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1997.

<CAPTION>
                                         1996                             1997               
                          -------------------------------------------------------------------
                                At        At       At       At      At     At     At      At 
                               3/31      6/30     9/30    12/31    3/31   6/30   9/30   12/31
                               ----      ----     ----    -----    ----   ----  -----   -----
<S>                          <C>       <C>      <C>      <C>      <C>    <C>    <C>    <C>   
1.  One Woodfield Lake
      Schaumburg, Illinois      89%       90%      98%      98%    100%   100%

2.  Westdale Mall
      Cedar Rapids, Iowa .      85%       88%      89%      91%     91%    87%


</TABLE>


<PAGE>


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          3-A.  The Prospectus of the Partnership dated January 18,
1980, as supplemented May 23, 1980, as filed with the Commission pursuant
to Rules 424(b) and 424(c), is hereby incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9555) dated March 19, 1993.

          3-B.  Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, which is hereby incorporated
herein by reference to Exhibit 3-B to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-9555) dated March 19, 1993.

          3-C.  Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q, as amended, (File
No. 0-9555) dated November 8, 1996.

          4-A.  Mortgage loan agreement relating to the purchase by the
Partnership of an interest in the One Woodfield Lake Office Building in
Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated June 17, 1980.

          4-B.  Mortgage loan agreement relating to the purchase by the
Partnership of an interest in Westdale Mall in Cedar Rapids, Iowa is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated October 3, 1980.

          4-C.  Mortgage loan modification and extension agreement
concerning the mortgage loan secured by the One Woodfield Lake Office
Building in Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-9555)
dated March 25, 1996.

          10-A. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the One
Woodfield Lake Office Building in Schaumburg, Illinois are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated June 17, 1980.

          10-B. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in Westdale Mall
in Cedar Rapids, Iowa are hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated October 3, 1980.

          27.   Financial Data Schedule

     --------------------

     (b)  No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.




<PAGE>


                          SIGNATURES


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


              JMB INCOME PROPERTIES, LTD. - VII

              BY:   JMB Realty Corporation
                    (Managing General Partner)




                    By:  GAILEN J. HULL
                         Gailen J. Hull, Senior Vice President
                    Date:August 8, 1997


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                         GAILEN J. HULL
                         Gailen J. Hull, Principal Accounting Officer
                    Date:August 8, 1997




<PAGE>




<TABLE> <S> <C>



<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>


       
<S>                 <C>
<PERIOD-TYPE>       6-MOS
<FISCAL-YEAR-END>   DEC-31-1997
<PERIOD-END>        JUN-30-1997

<CASH>                   6,613,022 
<SECURITIES>                  0    
<RECEIVABLES>            2,345,159 
<ALLOWANCES>                  0    
<INVENTORY>                   0    
<CURRENT-ASSETS>         8,958,181 
<PP&E>                  20,499,531 
<DEPRECIATION>                0    
<TOTAL-ASSETS>          34,555,638 
<CURRENT-LIABILITIES>    4,453,554 
<BONDS>                 32,547,913 
<COMMON>                      0    
         0    
                   0    
<OTHER-SE>              (3,843,319)
<TOTAL-LIABILITY-AND-EQUITY>34,555,638 
<SALES>                  5,751,493 
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<EPS-DILUTED>                 6.16 

        

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