U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
IAI Investment Funds VII, Inc.
3700 First Bank Place
601 Second Avenue South
Minneapolis, MN 55402
2. Name of each series or class of funds for which this
notice is filed:
IAI Growth and Income Fund
3. Investment Company Act File Number:
Securities Act File Number: 2-39560
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration: N/A
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6): N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold
during the fiscal year:
3,144,909 shares -- $48,227,578 sale price
10.Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
3,144,909 shares -- $48,227,578 sale price
11.Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
None
12.Calculation of registration fee:
(i) Aggregate sale price of $48,227,578
securities sold during the fiscal
year in reliance on rule 24f-2 (from
Item 10):
(ii) Aggregate price of shares issued $0
in connection with dividend
reinvestment plans (from Item 11, if
applicable):
(iii) Aggregate price of shares $39,151,495
redeemed or repurchased during the
fiscal year (if applicable):
(iv) Aggregate price of shares $0
redeemed or repurchased and
previously applied as a reduction to
filing fees pursuant to rule 24e-2
(if applicable):
(v) Net aggregate price of $9,076,083
securities sold and issued during
the fiscal year in reliance on rule
24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by Section 1/33
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6):
(vii) Fee due [line (i) or line (v) $2,750.33
multiplied by line (vi)]:
Instruction: Issuers should complete lines (ii),
(iii), (iv), and (v) only if the form is being
filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in section
3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). Yes
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
May 27, 1997
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By___________________________
William C. Joas, Secretary
Date: May 28, 1997
