NATIONAL PROPERTY INVESTORS 7, 10KSB, 1999-03-30

NATIONAL PROPERTY INVESTORS 7
10KSB, 1999-03-30
REAL ESTATE

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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]

For the transition period from to

Commission file number 0-13454

NATIONAL PROPERTY INVESTORS 7
(Name of small business issuer in its charter)

California 13-3230613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Limited Partnership Units
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year. $7,319,000

State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interest, as of December 31, 1998. No market exists for the limited partnership
interests of the Registrant, and, therefore, no aggregate market value can be
determined.

DOCUMENTS INCORPORATED BY REFERENCE
NONE

PART I

ITEM 1. DESCRIPTION OF BUSINESS

National Property Investors 7 (the "Partnership" or "Registrant") was organized
in October 1983 as a California limited partnership under the Uniform Limited
Partnership Laws of California. NPI Equity Investments, Inc., a Florida
corporation, became the Partnership's managing general partner (the "Managing
General Partner" or "NPI Equity") on December 20, 1991. The Managing General
Partner was a wholly owned subsidiary of National Property Investors, Inc.
("NPI") until December 31, 1996, at which time Insignia Properties Trust ("IPT")
acquired the stock of NPI Equity (See "Transfer of Control" below). The
partnership agreement provides that the Partnership is to terminate on December
31, 2008, unless terminated prior to such date.

From February 1984 through February 1985, the Partnership offered pursuant to a
Registration Statement filed with the Securities and Exchange Commission 100,000
limited partnership units at $500 per unit for an aggregate of $50,000,000 and
sold 60,517 units providing net proceeds of $30,259,000. Since its initial
offering, the Registrant has not received, nor are limited partners required to
make, additional capital contributions. The net proceeds of this offering were
used to purchase seven income producing real properties. The Partnership's
original property portfolio was geographically diversified with properties
acquired in six states. One property was sold and another was foreclosed on in
1994. The Registrant continues to own and operate the remaining five properties
(See "Item 2. Description of Properties").

A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved by holding and operating the
properties or, through property sales or exchanges, refinancings, debt
restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.

There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such existing or new legislation or regulations might adversely affect the
properties owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed which resulted in no material
adverse conditions or liabilities. In no case has the Registrant received
notice that is a potentially responsible party with respect to an environmental
clean up site.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.

The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The limited partners have no right to
participate in the management or conduct of such business and affairs. An
affiliate of the Managing General Partner provided day-to-day management
services to the Partnership's investment properties for the years ended December
31, 1998 and 1997.

The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the Registrant's
properties. The number and quality of competitive properties, including those
which may be managed by an affiliate of the Managing General Partner in such
market area, could have a material effect on the rental market for the
apartments at the Registrant's properties and the rents that may be charged for
such apartments. While the Managing General Partner and its affiliates are a
significant factor in the United States in the apartment industry, competition
for the apartments is local. In addition, various limited partnerships have
been formed by the Managing General Partner and/or affiliates to engage in
business which may be competitive with the Registrant.

Transfer of Control

Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of National Property Investors, Inc.
("NPI"), the sole shareholder of NPI Equity. On December 31, 1996, Insignia
transferred its interest in NPI Equity to IPT.

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust,
with AIMCO being the surviving corporation (the "Insignia Merger"). As a
result, AIMCO ultimately acquired a 100% ownership interest in IPT, the entity
which controls the Managing General Partner. The Managing General Partner does
not believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Partnership's investments in properties:

Date of
Property Purchase Type of Ownership Use

Fairway View II Apartments 11/84 Fee ownership subject to Apartment
Baton Rouge, Louisiana first mortgage 204 units

The Pines Apartments 04/85 Fee ownership subject to Apartment
Roanoke, Virginia first mortgage 216 units

Patchen Place Apartments 07/85 Fee ownership subject to Apartment
Lexington, Kentucky first mortgage 202 units

Northwood I & II Apartments 07/85 Fee ownership subject to Apartment
Pensacola, Florida first mortgage 320 units

South Point Apartments 03/86 Fee ownership subject to Apartment
Durham, North Carolina first mortgage 180 units

SCHEDULE OF PROPERTIES:

Set forth below for each of the Partnership's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

Fairway View II $10,433 $ 5,340 5-27.5 yrs S/L $ 2,325

The Pines 7,916 4,764 5-27.5 yrs S/L 1,785

Patchen Place 8,596 5,485 5-27.5 yrs S/L 2,241

Northwoods I & II 9,592 5,305 5-27.5 yrs S/L 2,432

South Point 9,292 4,902 5-27.5 yrs S/L 2,898

Total $45,829 $25,796 $11,681

See "Note A" of the financial statements included in "Item 7. Financial
Statements" for a description of the Partnership's depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

Principal Principal

Balance At Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity(2)

(in thousands) (in thousands)

Fairway View II $ 4,200 7.33% (1) 11/01/03 $ 4,200

The Pines 3,446 8.56% 30 yrs 02/01/01 3,357

Patchen Place 3,000 7.33% (1) 11/01/03 3,000

Northwoods I & II 5,000 7.33% (1) 11/01/03 5,000

South Point 4,600 7.33% (1) 11/01/03 4,600

Total $20,246 $20,157

(1) Loan requires payments of interest only.
(2) See "Item 7. Financial Statements - Note C" for information with respect to
the Registrant's ability to prepay these loans and other specific details
about the loans.

RENTAL RATES AND OCCUPANCY:

Average annual rental rate and occupancy for 1998 and 1997 for each property:

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

Fairway View II $6,843/unit $6,665/unit 97% 93%

The Pines 6,830/unit 6,715/unit 95% 96%

Patchen Place 6,821/unit 6,859/unit 88% 88%

Northwoods I & II 6,098/unit 5,974/unit 95% 95%

South Point 8,171/unit 8,146/unit 90% 92%

The Managing General Partner attributes the increase in occupancy at Fairway
View II to a strong rental market in Baton Rouge, LA.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties are subject to competition from other
residential apartment complexes in the area. The Managing General Partner
believes that all of the properties are adequately insured. Each property is an
apartment complex which leases units for lease terms of one year or less. No
residential tenant leases 10% or more of the available rental space. All of the
properties are in good physical condition, subject to normal depreciation and
deterioration as is typical for assets of this type and age.

REAL ESTATE TAXES AND RATES

Real estate taxes and rates in 1998 for each property were:

1998 1998

Billing Rate

(in thousands)

Fairway View II $ 53 9.89%

The Pines 69 1.13%

Patchen Place 47 .98%

Northwoods I & II 130 2.00%

South Point 97 1.62%

CAPITAL IMPROVEMENTS

Fairway View II

In 1998, the Partnership completed approximately $43,000 of capital improvements
at Fairway View II, consisting primarily of air conditioning units and
carpet/vinyl replacements. These improvements were funded from replacement
reserves. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the Managing
General Partner on interior improvements, it is estimated that the property
requires approximately $258,000 of capital improvements over the near-term.
Capital improvements budgeted for, but not limited to, approximately $190,000
are planned for 1999, including carpet and vinyl replacement, landscaping,
parking lot and pool repairs.

The Pines

In 1998, the Partnership completed approximately $66,000 of capital improvements
at The Pines, consisting primarily of carpet and vinyl replacement and
appliances. These improvements were funded from replacement reserves. Based on
a report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the Managing General Partner on
interior improvements, it is estimated that the property requires approximately
$249,000 of capital improvements over the near-term. Capital improvements,
budgeted for, but not limited to, approximately $291,000 are planned for 1999,
including carpet and vinyl replacement, parking lot and pool repairs,
appliances, and water heaters.

Patchen Place

In 1998, the Partnership completed approximately $97,000 of capital improvements
at Patchen Place, consisting primarily of the replacement of carpet, vinyl, and
appliances. These improvements were funded from replacement reserves and cash
flows. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the Managing
General Partner on interior improvements, it is estimated that the property
requires approximately $179,000 of capital improvements over the near-term.
Capital improvements budgeted for, but not limited to, approximately $217,000
are planned for 1999, including carpet and vinyl replacement, landscaping,
parking lot repairs, improvements to the recreation facilities, and the
replacement of appliances.

Northwoods I & II

In 1998, the Partnership completed approximately $112,000 of capital
improvements at Northwoods I&II, consisting primarily of carpet and vinyl
replacement, and the replacement of appliances. These improvements were funded
from replacement reserves. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $312,000 of capital improvements over the near-
term. Capital improvements budgeted for, but not limited to, approximately
$383,000 are planned for 1999, including furniture and fixture replacements,
cabinet and countertop replacements, carpet and vinyl replacements, landscaping,
roof repairs, parking lot repairs, plumbing upgrades, appliances, as well as
other structural improvements.

South Point

In 1998, the Partnership completed approximately $85,000 of capital improvements
at South Point, consisting primarily of exterior painting, pool repairs, and
carpet replacement. These improvements were funded from replacement reserves
and cash flows. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $167,000 of capital improvements over the near-
term. Capital improvements budgeted for, but not limited to, approximately
$199,000 are planned for 1999, including carpet replacement, interior painting,
parking lot repairs, and other structural improvements.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available form operations and partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's net income.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended December 31, 1998, no matter was submitted to the vote
of the unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly held limited partnership, offered up to 100,000 and
sold 60,517 limited partnership units aggregating $30,259,000. The Partnership
currently has 1,972 holders of record owning an aggregate of 60,517 units.
Affiliates of the Managing General Partner owned 25,399 units or 41.97% at
December 31, 1998. No public trading market has developed for the Units, and it
is not anticipated that such a market will develop in the future.

During the years ended December 31, 1998 and 1997, distributions of
approximately $3,257,000 ($53.29 per limited partnership unit) and $3,960,000
($64.78 per limited partnership unit) were paid from operations, respectively.
At December 31, 1996, a distribution of approximately $1,960,000 ($32.06 per
limited partnership unit) had been declared and accrued. This distribution was
paid during 1997. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales and the
availability of cash reserves. The Partnership's distribution policy will be
reviewed on a quarterly basis. Subsequent to the Partnership's fiscal year-end a
distribution of $300,000 ($4.91 per limited partnership unit) was paid in
January 1999 from refinancings in earlier years. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations
after required capital expenditures to permit any additional distributions to
its partners in 1999 or subsequent periods.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.

Results of Operations

The Registrant's net income for the year ended December 31, 1998 was
approximately $142,000 as compared to a net loss of approximately $98,000 for
the year ended December 31, 1997 (See "Note D" of the financial statements for a
reconciliation of these amounts to the Registrant's federal taxable
income/losses). The increase in net income was due to a decrease in total
expenses which was partially offset by a slight decrease in total revenue.
Revenues decreased due to decreased other income which was partially offset by a
slight increase in rental revenue. The decrease in other income was primarily
due to a decrease in interest income as a result of lower interest bearing cash
balances held by the Partnership during 1998. Rental income increased primarily
due increased market rent at all but one of the Partnership's properties which
was partially offset by increased concession costs.

Expenses decreased due primarily to reductions in operating expenses, which were
partially offset by an increase in general and administrative expenses.
Operating expenses decreased primarily due to a decrease in maintenance expenses
due to a renovation project at Fairway View II Apartments, which was completed
in 1997. General and administrative expenses increased primarily due to
increased non-accountable reimbursement and partnership management fees paid to
the Managing General Partner in connection with the distributions made during
the year ended December 31, 1998. Included in general and administrative
expenses at both December 31, 1998 and 1997 are management reimbursements to the
Managing General Partner allowed under the Partnership Agreement. In addition,
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.

As part of the ongoing business plan of the Registrant, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Registrant from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Registrant from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At December 31, 1998, the Registrant had cash and cash equivalents of
approximately $1,074,000 as compared to approximately $2,500,000 at December 31,
1997. The decrease in cash and cash equivalents is due to approximately
$3,295,000 of cash used in financing activities and approximately $161,000 of
cash used in investing activities, which was partially offset by approximately
$2,030,000 of cash provided by operating activities. Cash used in investing
activities consisted of capital improvements partially offset by withdrawals
from escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted of payments of principal made on the mortgage encumbering
The Pines and partner distributions.

The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At December 31, 1998 and 1997, the Partnership had no outstanding
amounts due under this line of credit. Based on present plans, the Managing
General Partner does not anticipate the need to borrow against the line of
credit in the near future. Other than unrestricted cash and cash equivalents,
the line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Registrant has
budgeted, but is not limited to, approximately $1,280,000 million in capital
improvements for all of the Registrant's properties in 1999. Budgeted capital
improvements at Fairway View II include carpet/vinyl replacements, landscaping,
parking lot repairs, and pool repairs. Budgeted capital improvements at The
Pines consist primarily of carpet and vinyl replacement, parking lot repairs,
pool repairs, appliances, and water heaters. Budgeted capital improvements at
Patchen Place include the replacement of carpet and vinyl, landscaping, parking
lot repairs, improvements to recreation facilities and appliances. Budgeted
capital improvements at Northwoods I & II include furniture and fixture
replacements, cabinet and countertop replacements, carpet and vinyl
replacements, landscaping, roof repairs, parking lot repairs, plumbing upgrades,
as well as other structural improvements. Budgeted capital improvements at
South Point include carpet replacement, painting, parking lot repairs, and other
structural improvements. The capital expenditures will be incurred only if cash
is available from operations or from Partnership reserves. To the extent that
such budgeted capital improvements are completed, the Registrant's distributable
cash flow, if any, may be adversely affected at least in the short term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $3,446,000 encumbering The Pines is amortized over
30 years with a balloon payment of approximately $3,357,000 due on February 1,
2001. The mortgage indebtedness of $16,800,000 encumbering the remaining
properties is interest only with required balloon payments due November 1, 2003.
The Managing General Partner will attempt to refinance such indebtedness and/or
sell the properties prior to such maturity date. If the property cannot be
refinanced or sold for a sufficient amount, the Registrant will risk losing such
property through foreclosure.

Cash distributions from operations of approximately $3,257,000 were made during
the year ended December 31, 1998. Distributions of approximately $2,000,000
were made from operations during the year ended December 31, 1997. Subsequent
to the Partnership's fiscal year end, a distribution of $300,000 was paid in
January 1999 from refinancings from prior years. The Registrant's distribution
policy is reviewed on a quarterly basis. There can be no assurance, however,
that the Partnership will generate sufficient funds from operations after
required capital expenditures to permit any additional distributions to its
partners in 1999 or subsequent periods.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

ITEM 7. FINANCIAL STATEMENTS

NATIONAL PROPERTY INVESTORS 7

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Reports

Balance Sheet - December 31, 1998

Statements of Operations - Years ended December 31, 1998 and 1997

Statements of Changes in Partners' Capital (Deficit) - Years ended December 31,
1998 and 1997

Statements of Cash Flows - Years ended December 31, 1998 and 1997

Notes to Financial Statements

Independent Auditors' Report

To the Partners
National Property Investors 7

We have audited the accompanying balance sheet of National Property Investors 7
as of December 31, 1998, and the related statements of operations, changes in
partners' capital (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
the Partnership's management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 7
at December 31, 1998, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Greenville, SC
March 3, 1999

Independent Auditors' Report

To the Partners
National Property Investors 7
Greenville, South Carolina

We have audited the accompanying statements of operations, changes in partner's
capital (deficit) and cash flow of National Property Investors 7, (a limited
partnership) (the "Partnership") for the year ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of National
Property Investors 7 for the year ended December 31, 1997, in conformity with
generally accepted accounting principles.

/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants

New York, N.Y.
January 17, 1998

NATIONAL PROPERTY INVESTORS 7

BALANCE SHEET
(in thousands, except per unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 1,074

Receivables and deposits 472

Restricted escrows 410

Other assets 508

Investment properties (Notes C and F):

Land $ 3,738

Buildings and related property 42,091

45,829

Less accumulated depreciation (25,796) 20,033

$ 22,497

Liabilities and Partners' Capital (Deficit)

Liabilities

Accounts payable $ 57

Tenant security deposit liabilities 129

Accrued property taxes 180

Other liabilities 252

Mortgage notes payable (Note C) 20,246

Partners' Capital (Deficit)

General partner $ (286)

Limited partners (60,517 units issued

and outstanding) 1,919 1,633

$ 22,497

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 7

STATEMENTS OF OPERATIONS
(in thousands, except per unit data)

Years Ended December 31,

1998 1997

Revenues:

Rental income $6,937 $6,915

Other income 382 436

Total revenues 7,319 7,351

Expenses:

Operating 2,952 3,320

General and administrative 486 390

Depreciation 1,717 1,707

Interest 1,636 1,642

Property taxes 386 390

Total expenses 7,177 7,449

Net income (loss) (Note D) $ 142 $ (98)

Net income (loss) allocated to general

partner (1%) $ 1 $ (1)

Net income (loss) allocated to limited

partners (99%) 141 (97)

$ 142 $ (98)

Net income (loss) per limited partnership unit $ 2.33 $(1.60)

Distributions per limited partnership unit: $53.29 $32.72

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 7

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except per unit data)

Limited

Partnership General Limited

Units Partner's Partners' Total

Original capital contributions 60,517 $ 1 $30,259 $30,260

Partners' (deficit) capital at

December 31, 1996 60,517 $ (234) $ 7,080 $ 6,846

Distributions to partners -- (20) (1,980) (2,000)

Net loss for the year ended

December 31, 1997 -- (1) (97) (98)

Partners' (deficit) capital at

December 31, 1997 60,517 (255) 5,003 4,748

Distributions to partners -- (32) (3,225) (3,257)

Net income for the year ended

December 31, 1998 -- 1 141 142

Partners' (deficit) capital at

December 31, 1998 60,517 $ (286) $ 1,919 $ 1,633

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 7

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net income (loss) $ 142 $ (98)

Adjustments to reconcile net income (loss) to

net cash provided by operating activities:

Depreciation 1,717 1,707

Amortization of loan costs 113 112

Change in accounts:

Receivables and deposits (50) (133)

Other assets 31 16

Accounts payable (31) (100)

Tenant security deposit liabilities 1 (22)

Accrued property taxes 124 56

Other liabilities (17) 18

Net cash provided by operating activities 2,030 1,556

Cash flows from investing activities:

Property improvements and replacements (403) (403)

Net withdrawals from (deposits to) restricted escrows 242 (82)

Net cash used in investing activities (161) (485)

Cash flows from financing activities:

Payments on mortgage note payable (38) (33)

Loan costs paid -- (49)

Distributions to partners (3,257) (3,960)

Net cash used in financing activities (3,295) (4,042)

Net decrease in cash and cash equivalents (1,426) (2,971)

Cash and cash equivalents at beginning of year 2,500 5,471

Cash and cash equivalents at end of year $ 1,074 $ 2,500

Supplemental disclosure of cash flow information:

Cash paid for interest $ 1,528 $ 1,531

See Accompanying Notes to Financial Statements

NATIONAL PROPERTY INVESTORS 7

Notes to Financial Statements

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: National Property Investors 7 (the "Partnership" or "Registrant")
is a California limited partnership organized in October 1983, to acquire and
operate residential apartment complexes. The Partnership's managing general
partner is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"). NPI Equity was a wholly owned subsidiary of National Property
Investors, Inc. ("NPI, Inc.") until December 31, 1996, at which time Insignia
Properties Trust ("IPT") acquired the stock of NPI Equity. On February 26,
1999, IPT was merged into Apartment Investment and Management Company ("AIMCO").
See "Note B - Transfer of Control". The directors and officers of the Managing
General Partner also serve as executive officers of AIMCO. The Partnership
Agreement provides that the Partnership will terminate on December 31, 2008
unless terminated prior to such date. As of December 31, 1998, the Partnership
operates five residential apartment complexes located throughout the United
States.

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984 and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 7 years.

Allocation of Profits, Gains, and Losses: Profits, gains and losses of the
Partnership are allocated between the general and limited partners in accordance
with the provisions of the Partnership Agreement.

Profits, not including gains from property dispositions, are allocated as if
they were distributions of net cash from operations.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income as shown in the statements of operations and changes in
partner's capital for 1998 and 1997 were allocated 99% to the limited partners
and 1% to the general partners. Net income per limited partnership unit for
each such year was computed as 99% of net income divided by 60,517 units
outstanding.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Managing General Partner's policy is to offer rental concessions
during periods of declining occupancy or in response to heavy competition from
other similar complexes in the area. Concessions are charged against rental
income as incurred.

Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.

Loan Costs: Loan costs of approximately $774,000, less accumulated amortization
of approximately $293,000, are included in other assets and are being amortized
on a straight-line basis over the lives of the related loans.

Investment Properties: Investment properties consist of five apartment
complexes and are stated at cost. Acquisition fees are capitalized as a cost of
real estate. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", the Partnership records impairment losses
on long-lived assets used in operations when events and circumstances indicate
that the assets might be impaired and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
No adjustments for impairment of value were recorded in the years ended December
31, 1998 or 1997.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about
Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information" ("Standard 131"), which is effective for years beginning after
December 15, 1997. Statement 131 established standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers (See "Note H" for disclosure).

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $83,000 and $92,000 for the years ended
December 31, 1998 and 1997, respectively, were charged to expense as incurred.

Reclassifications: Certain reclassifications have been made to the 1997
balances to conform to the 1998 presentation.

NOTE B - TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO ultimately acquired a
100% ownership interest in Insignia Properties Trust ("IPT") the entity which
controls the Managing General Partner. The Managing General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

Principal Monthly Principal

Balance At Payment Stated Balance

December 31, Including Interest Maturity Due At

Property 1998 Interest Rate Date Maturity

(in thousands) (in thousands)

Fairway View II $ 4,200 $ 26 7.33% 11/01/03 $ 4,200

The Pines 3,446 28 8.56% 02/01/01 3,357

Patchen Place 3,000 18 7.33% 11/01/03 3,000

Northwoods I & II 5,000 31 7.33% 11/01/03 5,000

South Point 4,600 28 7.33% 11/01/03 4,600

Total $20,246 $ 131 $20,157

The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

The mortgages encumbering Fairway View II Apartments, Patchen Place Apartments,
Northwoods I & II Apartments and South Point Apartments require interest-only
payments.

Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1998, are as follows (in thousands):

1999 $ 41

2000 44

2001 3,361

2002 --

2003 16,800

Total $20,246

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.

The following is a reconciliation of reported net income (loss) and Federal
taxable income (loss) (in thousands except unit data):

1998 1997

Net income (loss) as reported $ 142 $ (98)

Add (deduct):

Depreciation differences 56 58

Other 93 79

Federal taxable income $ 291 $ 39

Federal taxable income

per limited partnership unit $4.76 $ .64

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):

1998

Net assets as reported $ 1,633

Land and buildings (1,510)

Accumulated depreciation (6,842)

Syndication and distribution costs 3,555

Prepaid rent 154

Other 62

Net liabilities - Federal tax basis $(2,948)

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:

1998 1997

(in thousands)

Property management fees (included

in operating expenses) $369 $366

Reimbursement for services of

affiliates (included in operating,

general and administrative expenses

and investment properties) (1) $188 $217

Non-accountable reimbursement (included

in general and administrative expenses) $ 91 $ 91

Partnership management fee (included in

general and administrative expenses) $137 $ 41

(1) Included in "reimbursements for services of affiliates" for the years ended
December 31, 1998 and 1997, is approximately $10,000 and $34,000,
respectively, in reimbursements for construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $369,000 and $366,000 for the years ended
December 31, 1998 and 1997 respectively.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $188,000 and
$217,000 for the years ended December 31, 1998 and 1997, respectively.

For services relating to the administration of the Partnership and operation of
Partnership properties, NPI Equity is entitled to receive payment for non-
accountable expenses up to a maximum of $150,000 per year out of distributions
from operations, based upon the number of Partnership units sold, subject to
certain limitations. NPI Equity received approximately $91,000 of such
reimbursement for each of the years ended December 31, 1998 and 1997.

For managing the affairs of the Registrant, the Managing General Partner of the
Registrant is entitled to receive a partnership management fee. The fee is
equal to 4% of the Registrant's adjusted cash from operations, as defined in the
Partnership Agreement, in any year, provided that 50% of the fee shall not be
paid until the Partnership has distributed to the limited partners adjusted cash
from operations in such year which is equal to 5% of the limited partners'
adjusted invested capital, as defined, on a non-cumulative basis. In addition,
50% of the fee shall not be paid until the Partnership has distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners' adjusted invested capital on a non-cumulative basis.
The fee shall be paid when adjusted cash from operations is distributed to the
limited partners. The Managing General Partner was paid approximately $137,000
and $41,000 during the years ended December 31, 1998 and 1997, respectively for
such fees.

Upon sale of the Partnership's properties, NPI Equity will be entitled to an
incentive compensation fee equal to a declining percentage of the difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized
by NPI Equity, if any, will be dependent upon the year in which the property is
sold. Payment of the incentive compensation fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised investment in the Partnership at February
1, 1992; and (b) distributions from all sources (capital transactions as well as
cash flow) of an amount equal to six percent (6%) per annum cumulative, non-
compounded, on their present appraised investment in the Partnership at February
1, 1992.

For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Managing General Partner by virtue of the agent's obligations is not
significant.

The Managing General Partner has extended to the Partnership a line of credit of
up to $500,000. Loans under the line of credit will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (i) the removal of the
Managing General Partner (whether or not For Cause); (ii) the sale or
refinancing of a property by the Partnership; or (iii) the liquidation of the
Partnership. At the present time, the Partnership has no outstanding amounts
due under this line of credit.

AIMCO currently owns, through an affiliate, a total of 25,399 limited
partnership units or 41.97%. Consequently, AIMCO could be in a position to
significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units if acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner. However, DeForest Ventures II
L.P., from whom Insignia Properties, L.P., acquired significantly all of its
Units, had agreed for the benefit of non-tendering unit holders, that it would
vote its Units: (i) against any increase in compensation payable to the
Managing General Partner or to affiliates; and (ii) on all other matters
submitted by it or its affiliates, in proportion to the votes cast by non-
tendering units holders. Except for the foregoing, no other limitations are
imposed on Insignia Properties, L.P.'s right to vote each Unit acquired.

NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Cost

Buildings Capitalized

and Related (Removed)

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Fairway View II $ 4,200 $ 1,086 $ 8,788 $ 559

The Pines 3,446 579 6,521 816

Patchen Place 3,000 706 6,409 1,481

Northwoods I & II 5,000 478 7,919 1,195

South Point 4,600 859 7,686 747

Total $20,246 $ 3,708 $37,323 $ 4,798

Gross Amount at Which Carried

At December 31, 1998

(in thousands)

Buildings

And Related

Personal Accumulated Year of Date Depreciable

Description Land Property Total Depreciation Construction Acquired Life-Years

(in thousands)

Fairway View II $ 1,094 $ 9,339 $10,433 $ 5,340 1981 11/84 5-27.5

The Pines 584 7,332 7,916 4,764 1978 04/85 5-27.5

Patchen Place 714 7,882 8,596 5,485 1971 07/85 5-27.5

Northwoods I & II 483 9,109 9,592 5,305 1981 07/85 5-27.5

South Point 863 8,429 9,292 4,903 1980 03/86 5-27.5

Total $ 3,738 $42,091 $45,829 $25,796

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Investment Properties

Balance at beginning of year $45,426 $45,023

Property improvements 403 403

Balance at end of year $45,829 $45,426

Accumulated Depreciation

Balance at beginning of year $24,079 $22,372

Additions charged to expense 1,717 1,707

Balance at end of year $25,796 $24,079

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $44,319,000 and $43,915,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997 is approximately $32,638,000 and
$30,976,000, respectively.

NOTE G - DISTRIBUTIONS

Total cash distributed from operations was approximately $3,257,000 and
$2,000,000 for the year ended December 31, 1998 and 1997, respectively.
Subsequent to December 31, 1998, a distribution of $300,000 from refinancings in
prior years was paid.

NOTE H - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

Description of the types of products and services from which the reportable
segment derives its revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of five apartment complexes in five states in the
United States. The Partnership rents apartment units to people for terms that
are typically twelve months or less.

Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.

Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.

1998
Residential Other Totals
Rental income $ 6,937 $ -- $ 6,937
Other income 297 85 382
Interest expense 1,636 -- 1,636
Depreciation 1,717 -- 1,717
General and administrative expense -- 486 486
Segment profit (loss) 543 (401) 142
Total assets 22,093 404 22,497
Capital expenditures for investment
Properties 403 -- 403

1997
Residential Other Totals
Rental income $ 6,915 $ -- $ 6,915
Other income 290 146 436
Interest expense 1,642 -- 1,642
Depreciation 1,707 -- 1,707
General and administrative expense -- 390 390
Segment profit (loss) 146 (244) (98)
Total assets 23,348 2,225 25,573
Capital expenditures for investment
Properties 403 -- 403

NOTE I - LEGAL PROCEEDINGS

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES

Effective November 10, 1998, the Registrant dismissed its prior Independent
Auditors, Imowitz Koenig and Company LLP ("Imowitz"). Imowitz' Independent
Auditor's Report on the Registrant's financial statements for calendar year
ended December 31, 1997 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent Auditors was approved
by the Managing General Partner's Directors. During the calendar year ended 1997
and through November 10, 1998, there were no disagreements between the
Registrant and Imowitz on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which
disagreements if not resolved to the satisfaction of Imowitz, would have caused
it to make references to the subject matter of the disagreements in connection
with its reports.

Effective November 24, 1998, the Registrant engaged Ernst & Young LLP as its
Independent Auditors. During the last two calendar years and through November
10, 1998, the Registrant did not consult Ernst and Young LLP regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

National Property Investors 7 (the "Partnership" or the "Registrant") has no
officers or directors. The managing general partner of the Partnership is NPI
Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner"). NPI
Equity was a wholly owned subsidiary of National Properties, Inc. ("NPI, Inc.")
until December 31, 1996, at which time Insignia Properties Trust ("IPT"),
acquired the stock of NPI Equity. On February 26, 1999, IPT merged into
Apartment Investment and Management Company ("AIMCO").

The present executive officers and directors of the Managing General Partner are
listed below:

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. Garrick has served as Vice President of Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the Partnership's
Managing General Partner and its affiliates, as described in "Item 12. Certain
Relationships and Related Transactions".

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Partnership to be
the beneficial owners of more than 5% of the Limited Partnership Units of the
Partnership as of December 31, 1998.

Name and address of Amount and nature of
Beneficial Owner Beneficial Owner % of Class

Insignia Properties, LP 25,399 41.970

Insignia Properties, LP is indirectly ultimately owned by AIMCO. Its business
address is 55 Beattie Place, Greenville, SC 29602.

No director or officer of the Managing General Partner owns any units.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:

1998 1997

(in thousands)

Property management fees $369 $366

Reimbursement for services of affiliates (1) $188 $217

Non-accountable reimbursement $ 91 $ 91

Partnership management fee $137 $ 41

For services relating to the administration of the Partnership and operation of
Partnership properties, NPI Equity is entitled to receive payment for non-
accountable expenses up to a maximum of $150,000 per year out of distributions
from operations, based upon the number of Partnership units sold, subject to
certain limitations. NPI Equity was paid approximately $91,000 of such
reimbursement for each of the years ended December 31, 1998 and 1997.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits:

The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth in
said Index.

(b)Reports on Form 8-K filed in the fourth quarter of fiscal year in 1998:

Current Report on Form 8-K dated October 1, 1998 and filed October 31, 1998
disclosing change in control of Registrant from Insignia Financial Group,
Inc. to AIMCO.

Current Report on Form 8-K dated November 10, 1998 and filed November 17,
1998 disclosing dismissal of Imowitz Koenig & Co, LLP as the Registrant's
certifying accountants.

Current Report on Form 8-K dated December 9, 1998 and filed December 10,
1998 disclosing engagement of Ernst & Young as the Registrant's certifying
accountants.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

NATIONAL PROPERTY INVESTORS 7

By: NPI EQUITY INVESTMENTS, INC.
Managing General Partner

By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting

Date: March 30, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

/s/ Patrick J. Foye Executive Vice President Date: March 30, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 30, 1999
Timothy R. Garrick and Director

NATIONAL PROPERTY INVESTORS 7

EXHIBIT INDEX

Exhibit Number Description of Exhibit

2.5 Master Indemnity Agreement dated as of August 17, 1995, incorporated
by reference to Exhibit 2.5 to Form 8-K filed by Insignia with the
Securities and Exchange Commission on September 1, 1995.

2.6 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT (incorporated by reference to Exhibit 2.1
filed with Registrant's Current Report on Form 8-K dated October 1,
1998).

3.4 (a) Agreement of Limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of the Registrant dated July 5, 1978,
contained in the Registrant's Registration Statement on Form S-11
(Reg No. 2-599991).

(b) Amendments to the Agreement of Limited Partnership,
incorporated by reference to Definitive Proxy Statement of the
Registrant dated July 2, 1981.

(c) Amendments to the Agreement of Limited Partnership,
incorporated by reference to the Definitive Proxy Statement of the
Registrant dated April 3, 1991.

(d) Amendments to the Agreement of Limited Partnership incorporated
by reference to the Statement Furnished In Connection With The
Solicitation Of Consents of the Registrant dated August 28, 1992.

10.1 (a) Purchase Agreement dated as of November 20, 1990, by and
between the Managing General Partner and the Prior Managing General
Partner, IRI Properties Capital Corp. and RPMC, incorporated by
reference to Exhibit 10(a) to the Registrant's Current Report on
Form 8-K dated November 20, 1990. (10)

(b) Amendments to Purchase Agreement dated as of November 20, 1990,
by and between the Managing General Partner and the Prior Managing
General Partner, IRI Properties Capital Corp. and RPMC, incorporated
by reference to Exhibit 10(a) to the Registrant's Current Report on
Form 8-K dated June 21, 1991. (11)

(c) Property Management Agreement dated June 21, 1991, by and
between the Registrant and NPI Management incorporated by reference
to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991. (10)

10.8 Multifamily Note and Addendum, dated January 4, 1994, made by the
Registrant for the benefit of Hanover Capital Mortgage Corporation,
as it pertains to The Pines Apartments (11)

10.9 Multifamily Deed of Trust, Assignment of Rents and Security
Agreement and Rider, dated January 4, 1994, between the Registrant
and Hanover Capital Mortgage Corporation, as it pertains to The
Pines Apartments (11)

10.11 Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between National Property Investors 7 and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Northwoods Apartments. (12)

10.12 Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between National Property Investors 7 and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to South Point Apartments. (12)

10.13 Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between National Property Investors 7 and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Patchen Place Apartments. (12)

10.14 Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between National Property Investors 7 and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Fairway View II Apartments. (12)

16 Letter dated November 10, 1998 from the Registrant's former
independent accountant regarding its concurrence with the statements
made by the Registrant, incorporated by reference to Exhibit 16
filed with Registrant's Current Report on Form 8-K dated November
10, 1998.

27 Financial Data Schedule

(1) Incorporated by reference to Exhibit 2 to the Registrant's Current Report
on Form 8-K dated August 17, 1995.

(2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(3) Incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(4) Incorporated by reference to Exhibit 2.4 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(5) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(6) Incorporated by reference to Exhibit A to the Prospectus of the Registrant
dated February 10, 1984 contained in the Registrant's Registration
Statement on Form S-11 (Reg. No. 2-87725).

(7) Incorporated by reference to the Definitive Proxy Statement of the
Registrant dated April 3, 1991.

(8) Incorporated by reference to the Statement Furnished In Connection With The
Solicitation Of Consents Of the Registrant dated August 28, 1992.

(9) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 15, 1984.

(10) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991. Identical agreements have been
entered into for each of the Registrant's properties. The only difference
in the agreements is that the applicable property name has been inserted
into the agreement.

(11) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the period ended December 31, 1993.

(12) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the period ended December 31, 1996.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 7 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000732439
<NAME> NATIONAL PROPERTY INVESTORS 7
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,074
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 45,829
<DEPRECIATION> 25,796
<TOTAL-ASSETS> 22,497
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 20,246
0
0
<COMMON> 0
<OTHER-SE> 1,633
<TOTAL-LIABILITY-AND-EQUITY> 22,497
<SALES> 0
<TOTAL-REVENUES> 7,319
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,177
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,636
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 142
<EPS-PRIMARY> 2.33<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>