SHELTER PROPERTIES VII LTD PARTNERSHIP, 10KSB, 1999-03-26

SHELTER PROPERTIES VII LTD PARTNERSHIP
10KSB, 1999-03-26
REAL ESTATE

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

FORM 10-KSB

[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 0-14369

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
(Name of small business issuer in its charter)

South Carolina 54-0784852
(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)

(864) 239-1000
Issuer's telephone number

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

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

Units of Limited Partnership Interest
(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 of 1934 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. $3,944,000.

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, 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

Shelter Properties VII Limited Partnership (the "Partnership" or "Registrant")
was organized as a limited partnership under the laws of the State of South
Carolina on October 29, 1984. The general partner responsible for management of
the Partnership's business is Shelter Realty VII Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the Partnership is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the
Corporate General Partner and is effectively prohibited by the Partnership's
partnership agreement (the "Partnership Agreement") from participating in the
management of the Partnership. The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The Partnership
Agreement provides that the Partnership is to terminate December 31, 2024 unless
terminated prior to such date.

The Registrant is engaged in the business of operating and holding real
properties for investment. The Registrant acquired two existing apartment
properties and a newly constructed apartment property during 1985, in its
acquisition phase. The Registrant continues to own and operate two of these
properties. See "Item 2. Description of Properties."

Commencing March 18, 1985, the Registrant offered, pursuant to a Registration
Statement filed with the Securities and Exchange Commission (the "SEC"), up to
40,000 Units of Limited Partnership Interest (the "Units") at a purchase price
of $1,000 per Unit with a minimum purchase of 5 Units ($5,000) or 2 Units
($2,000) for an Individual Retirement Account.

The offering terminated on November 5, 1985. Upon termination of the offering,
the Registrant had accepted subscriptions for 17,343 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $17,343,000.
Since its initial offering, the Registrant has not received, nor are limited
partners required to make any additional capital contributions.

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.

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 new legislation or regulations might occur and the degree 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 Partnership received
notice it 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 real estate business in which the Registrant 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 Corporate 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 Corporate General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for apartments is local. In addition, various limited
partnerships have been formed by the Corporate General Partner and/or affiliates
to engage in business which may be competitive with the Registrant.

The Registrant has no employees. Management and administrative services are
provided by the Corporate General Partner and by agents retained by the
Corporate General Partner. Such services were provided by affiliates of the
Corporate General Partner for the years ended December 31, 1998 and 1997.

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, 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.

ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>

Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Hickory Ridge Apartments 08/27/85 Fee ownership subject to Apartment
Memphis, Tennessee first mortgage. 378 units

Governor's Park Apartments 09/30/85 Fee ownership subject to a Apartment
Ft. Collins, Colorado first and second mortgages. (1) 188 units
</TABLE>

(1) Property is held by a Limited Partnership which the Registrant owns a 99.99%
interest in.

SCHEDULE OF PROPERTIES:

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

<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>

Hickory Ridge Apts. $14,310 $ 7,413 5-29 yrs S/L $6,377

Governor's Park Apts. 7,651 3,349 5-39 yrs S/L 3,121

$21,961 $10,762 $9,498

</TABLE>

See "Note A" to the financial statements in "Item 7" 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.
<TABLE>
<CAPTION>

Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (3)
(in thousands) (in thousands)

Hickory Ridge $ 6,373 7.50% (1) 03/01/01 $6,057

Governor's Park
1st Mortgage 4,466 7.83% (2) 10/15/03 4,083
2nd Mortgage 147 7.83% none 10/15/03 147
10,986

Less unamortized
discounts (57)

Total $10,929 $10,287

</TABLE>

(1)The principal balance is being amortized over 300 months with a balloon
payment due March 1, 2001.

(2)The principal balance is being amortized over 344 months with a balloon
payment due October 15, 2003.

(3)See "Item 7, Financial Statements _ Note D" for information with respect to
the Registrant's ability to prepay these loans and other specific details
about the loans.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

The following table sets forth the average annual rental rates and occupancy for
1998 and 1997 for each property.

Average Annual Average
Rental Rates Occupancy
1998 1997 1998 1997

Hickory Ridge $6,517 $6,374 95% 90%
Governor's Park 8,321 8,034 96% 95%

The Corporate General Partner attributes the increase in occupancy at Hickory
Ridge Apartments to the improved curb appeal of the property as a result of the
completion of an exterior building improvement project in 1997. Additionally,
the increase is also attributable to an increase in employment at two large area
employers.

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

SCHEDULE OF REAL ESTATE TAXES AND RATES:

Real estate taxes and the tax rate in 1998 for each property was:

1998 1998
Billing Rate
(in thousands)

Hickory Ridge $ 108 2.82%
Governor's Park 72 8.77%

CAPITAL IMPROVEMENTS:

Hickory Ridge

During 1998, the Partnership completed approximately $404,000 of capital
improvements at the property, consisting primarily of parking area repairs, roof
replacements, appliance and floor covering replacements. These improvements
were funded primarily from cash flow. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Corporate General Partner on interior improvements, it is
estimated that the property requires approximately $328,000 of capital
improvements over the near term. The partnership has budgeted, but is not
limited to, capital improvements of approximately $392,000 for 1999 consisting
of roof replacements, landscaping and irrigation, drainage and pool repairs.

Governor's Park:

During 1998, the Partnership completed approximately $110,000 of capital
improvements at the property consisting primarily of swimming pool repairs,
appliance and floor covering replacements. These improvements were funded
primarily from cash flow. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Corporate General Partner on interior improvements, it is estimated that the
property requires approximately $84,000 of capital improvements over the near
term. The partnership has budgeted, but is not limited to, capital improvements
of approximately $116,000 consisting of stairwells, drives and parking lot
repairs.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from the 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 Corporate 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company ("AIMCO"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Corporate 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 Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999. No ruling on such demurrers has
been received. The Corporate 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 matters were submitted to a 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 and sold 17,343
limited partnership units including 100 units purchased by the Corporate General
Partner aggregating $17,343,000. The Partnership currently has 1,295 holders of
record owning an aggregate of 17,343 Units. Affiliates of the Corporate General
Partner owned 3,877 Units or 22.355% as of 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 1997 the Partnership paid a total of $304,000 in distributions to its
partners. The Partnership distributed approximately $300,000 of the $304,000
(approximately $17.30 per limited partnership unit) to the limited partners and
in April 1997, the Partnership paid approximately $4,000 (approximately $.23 per
limited partnership unit) to Colorado for state tax withholdings on behalf of
the limited partners. There were no cash distributions made in 1998. 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 is reviewed on a quarterly basis.
Subsequent to the Partnership's year end a distribution from operations of
$600,000 (approximately $34.25 per limited partnership unit) was paid during
January 1999. 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. Distributions may also be restricted by the requirement to deposit net
operating income (as defined in the mortgage note) into the Reserve Account
until the Reserve Account is funded by an amount equal to $400 per apartment
unit at Governor's Park. The Reserve Account is currently fully funded.

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 Partnership realized net income of approximately $336,000 and $123,000 for
the years ended December 31, 1998 and 1997, respectively. (See "Note G" of the
financial statements for a reconciliation of these amounts to the Partnership's
federal taxable income). The increase in net income was due primarily to an
increase in total revenue and to a lesser extent a decrease in total expenses.
Revenues increased primarily due to an increase in rental income. The increase
in rental income is primarily attributable to an increase in the average annual
rental rates and improved occupancy at both of the Registrant's properties.
Other income also increased and such increase was primarily due to increases in
late charges and cleaning and damage fees at Hickory Ridge. In 1998 the
Partnership did not have an increase in revenue due to the recognition of
casualties as it did in 1997.

Expenses decreased due to a reduction in operating expense which was partially
offset by increases in general and administrative expense, depreciation and
property taxes. Operating expense decreased as a result of building
improvements and property appearance costs and repairs which were completed in
1997 at both properties. Depreciation expense increased due to the increase in
property improvements and replacements completed during 1997 and 1998. Property
tax expense increased due to an underaccrual of property taxes at the end of
1997.

General and administrative expense increased as a result of an increase in legal
costs associated with the litigation noted in Item 3. Included in general and
administrative expense at both December 31, 1998 and 1997 are management
reimbursements to the Corporate 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 and
appraisals required by the Partnership Agreement are also included.

Management relies on the annual appraisals performed by outside appraisers to
assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgement, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the Registrant
above the estimated value given in the appraisal, is written down to the
estimated value given by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by Management. For the year ended December 31,
1998, no adjustments for impairment of value were recorded.

As part of the ongoing business plan of the Registrant, the Corporate General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Registrant from increases in expenses. As part of
this plan, the Corporate 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
Corporate 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 $1,201,000 as compared to approximately $612,000 at December 31,
1997. The increase in cash and cash equivalents is due to $1,301,000 of cash
provided by operating activities which was partially offset by $194,000 of cash
used in financing activities, and $518,000 of cash used in investing activities.
Cash used in financing activities consisted of principal payments made on the
mortgages encumbering the Registrant's properties. Cash used in investing
activities consisted primarily of capital improvements and to a lesser extent
deposits to escrow accounts maintained by the mortgage lender. The Registrant
invests its working capital reserves in a money market account.

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 property 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
approximately $508,000 in capital improvements for both of the Registrant's
properties in 1999. Budgeted capital improvements at Hickory Ridge include roof
replacements, landscaping and irrigation, drainage and pool repairs. Budgeted
capital improvements at Governor's Park include stairwells, drives and parking
lot repairs. 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 $10,929,000 net of discount, is amortized over
varying periods with balloon payments due at maturity, March 1, 2001 and October
15, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
may risk losing such properties through foreclosure.

In May 1997, the Partnership distributed approximately $300,000 (approximately
$17.30 per limited partnership unit) to the limited partners and in April 1997,
the Partnership paid approximately $4,000 (approximately $.23 per limited
partnership unit) to Colorado for state tax withholdings on behalf of the
limited partners. No distributions were made in 1998. The Registrant's
distribution policy is reviewed on a quarterly basis. There can be no
assurance, however, that the Registrant will generate sufficient funds from
operations after required capital expenditures to permit further distributions
to its partners in 1999 or subsequent periods. Distributions may also be
restricted by the requirement to deposit net operating income (as defined in the
mortgage note) into the reserve account until the reserve account is funded by
an amount equal to $400 per apartment unit at Governor's Park. The reserve
account is currently fully funded.

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 Corporate 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

SHELTER PROPERTIES VII LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1998

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

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

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

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Shelter Properties VII Limited Partnership

We have audited the accompanying consolidated balance sheet of Shelter
Properties VII Limited Partnership as of December 31, 1998, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1998.
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 audits.

We conducted our audits 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 audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
VII Limited Partnership at December 31, 1998, and the consolidated results of
its operations and its cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
March 3, 1999

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET

December 31, 1998
(in thousands, except unit data)

Assets
Cash and cash equivalents $ 1,201
Receivables and deposits 261
Restricted escrows 91
Other assets 136
Investment properties:
Land $ 1,774
Buildings and personal property 20,187
21,961
Less accumulated depreciation (10,762) 11,199
$12,888

Liabilities and Partners' Capital (Deficit)

Liabilities
Accounts payable $ 27
Tenant security deposit liabilities 77
Accrued property taxes 241
Other liabilities 115
Mortgage note payable 10,929

Partners' (Deficit) Capital
General partner $ (131)
Limited partners (17,343 units issued
and outstanding) 1,630 1,499
$12,888

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,
1998 1997

Revenues:
Rental income $3,745 $3,525
Other income 199 171
Casualty gain -- 91
Total revenues 3,944 3,787

Expenses:
Operating 1,464 1,625
General and administrative 163 144
Depreciation 856 806
Interest 884 905
Property taxes 241 184
Total expenses 3,608 3,664

Net income $ 336 $ 123

Net income allocated to general partner (1%) $ 3 $ 1
Net income allocated to limited partners (99%) 333 122

$ 336 $ 123

Net income per limited partnership unit $19.20 $ 7.03

Distribution per limited partnership unit $ -- $17.53

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Years Ended December 31, 1998 and 1997

(in thousands, except unit data)

Limited
Partnership General Limited
Units Partner Partners Total

Original capital contributions 17,343 $ 2 $17,343 $17,345

Partners' (deficit) capital
at December 31, 1996 17,343 $ (135) $ 1,479 $ 1,344

Distributions paid to partners -- -- (304) (304)

Net income for the year ended
December 31, 1997 -- 1 122 123

Partners' (deficit) capital
at December 31, 1997 17,343 (134) 1,297 1,163

Net income for the year ended
December 31, 1998 -- 3 333 336

Partners' (deficit) capital
at December 31, 1998 17,343 $ (131) $ 1,630 $ 1,499

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Years Ended December 31,
1998 1997

Cash flows from operating activities:
Net income $ 336 $ 123
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 856 806
Amortization of loan costs and discounts 39 43
Casualty gain -- (91)
Loss on disposition of property -- 43
Change in accounts:
Receivables and deposits 37 65
Other assets 36 (10)
Accounts payable (70) 58
Tenant security deposit liabilities (1) (2)
Accrued taxes 57 9
Other liabilities 11 (56)

Net cash provided by operating activities 1,301 988

Cash flows from investing activities:
Property improvements and replacements (514) (996)
Net increase in restricted escrows (4) (4)
Insurance proceeds from property damage -- 52

Net cash used in investing activities (518) (948)

Cash flows from financing activities:
Payments on mortgage notes payable (194) (179)
Distribution paid to limited partners -- (304)

Net cash used in financing activities (194) (483)

Net increase (decrease) in cash and cash
equivalents 589 (443)

Cash and cash equivalents at beginning of period 612 1,055

Cash and cash equivalents at end of period $ 1,201 $ 612

Supplemental disclosure of cash flow information:
Cash paid for interest $ 847 $ 861

Supplemental disclosure of non-cash investing activity:
Insurance proceeds receivable $ -- $ 63

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES VII LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1998

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Shelter Properties VII Limited Partnership (the "Partnership" or
"Registrant") was organized as a limited partnership under the laws of the State
of South Carolina on October 29, 1984. The general partner responsible for
management of the Partnership's business is Shelter Realty VII Corporation, a
South Carolina corporation (the "Corporate General Partner"). The only other
general partner of the Partnership is N. Barton Tuck, Jr. Mr. Tuck is not an
affiliate of the Corporate General Partner and is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"). See "Note B - Transfer of Control". The directors and officers of
the Corporate General Partner also serve as executive officers of AIMCO. The
Partnership Agreement provides that the Partnership is to terminate on
December 31, 2024 unless terminated prior to such date. The Partnership
commenced operations on August 27, 1985, and completed its acquisition of
apartment properties on December 6, 1985. The Partnership owns two apartment
properties located in Tennessee and Colorado.

Principles of Consolidation: The Registrant's financial statements include the
accounts of the Registrant and its 99.99% owned partnership. The General
Partner of the consolidated partnership is Shelter Realty VII Corporation.
Shelter Realty VII Corporation may be removed by the Registrant; therefore, the
consolidated partnership is controlled and consolidated by the Registrant. All
significant interpartnership transactions have been eliminated.

Uses 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.

Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between the general and limited partners in accordance with the
provisions of the Partnership Agreement. The Partnership Agreement defines net
cash from operations as revenue received less operating expenses paid, adjusted
for certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves including reserve amounts deemed necessary by
the Corporate General Partner. In the following notes to the financial
statements, whenever "net cash from operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to "net cash from operations," as defined in the
Partnership Agreement. However, "net cash from operations" should not be
considered an alternative to net income as an indicator of the Partnership's
operating performance or to cash flows as a measure of liquidity.

1998 1997
(in thousands)

Net cash provided by operating activities $1,301 $ 988
Property improvements and replacements (514) (996)
Payments on mortgage notes payable (194) (179)
Changes in reserves for net operating
liabilities (70) (64)
Changes in restricted escrows, net (4) (4)
Insurance proceeds from property damage -- 52
Net cash from operations $ 519 $ (203)

Distributions made from reserves no longer considered necessary by the Corporate
General Partner are considered to be additional net cash from operations for
allocation purposes. In May 1997, the Partnership distributed approximately
$300,000 to the limited partners and in April 1997, the Partnership paid
approximately $4,000 to Colorado for state tax withholdings on behalf of the
limited partners. No distributions were declared or paid in 1998. During the
first quarter of 1999, the Partnership made a distribution in the amount of
$600,000 from operations.

The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.

Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded in an amount equal to $400 per apartment unit for
Governor's Park for a total of $75,200. As of December 31, 1998, the Partnership
had deposits of approximately $90,000 in its Reserve Account.

Undistributed Net Proceeds from Refinancing: At December 31, 1998, $567,000 of
net proceeds from refinancings remained undistributed.

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

For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions.

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. Accordingly, net income as
shown in the statement of operations and changes in partners' capital (deficit)
for 1998 was allocated 99% to the limited partners and 1% to the general
partners. Net income per limited partnership unit was computed by dividing the
net income allocated to the limited partners by 17,343 units outstanding.

All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.

Other Reserves: The Corporate General Partner may designate a portion of cash
generated from operations as "other reserves" in determining net cash from
operations. The general partners designated as other reserves an amount equal to
the net liabilities related to the operations of apartment properties during the
current fiscal year that are expected to require the use of cash during the next
fiscal year. The decrease in other reserves during 1998 was approximately
$70,000, as compared to a decrease of approximately $64,000 during 1997. These
amounts were determined by considering changes in the balances of, receivables
and deposits, other assets, accounts payable, tenant security deposit
liabilities, accrued property taxes and other liabilities. At this time, the
Corporate General Partners expect to continue to adjust other reserves based on
the net change in the aforementioned account balances.

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

Restricted Escrows: At the time of the refinancing of the Governor's Park
mortgage note payable in 1993, a General Reserve Account was established with
the refinancing proceeds from Governor's Park. These funds were established to
cover necessary repairs and replacements of existing improvements, debt service,
out of pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance premiums. The Partnership is
required to deposit net operating income (as defined in the mortgage note) to
the Governor's Park reserve account until it equals $400 per apartment unit or
$75,200 in total. The balance in the reserve account at December 31, 1998, is
approximately $90,000, which includes interest earned on these funds.

Investment Properties: Investment properties consist of two apartment complexes
and are stated at cost. Acquisition fees are capitalized as a cost of real
estate. In accordance with Financial Accounting Standards Board Statement 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.
Costs of apartment properties that have been permanently impaired have been
written down to appraised value. The Corporate General Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the Partnership's properties. There are three recognized approaches or
techniques available to the appraiser. When applicable, these approaches are
used to process the data considered significant to each to arrive at separate
value indications. In all instances the experience of the appraiser, coupled
with his objective judgment, plays a major role in arriving at the conclusions
of the indicated value from which the final estimate of value is made. The three
approaches commonly known are the cost approach, the sales comparison approach,
and the income approach. The cost approach is often not considered to be
reliable due to the lack of land sales and the significant amount of
depreciation and, therefore, is often not presented. Upon receipt of the
appraisals, any property which is stated on the books of the Partnership above
the estimated value given in the appraisal, is written down to the estimated
value given by the appraiser. The appraiser assumes a stabilized occupancy at
the time of the appraisal and, therefore, any impairment of value is considered
to be permanent by the Corporate General Partner. No adjustments for impairment
of value were recorded in the years ended December 31, 1998 or 1997.

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.

Loan Costs: Loan costs of approximately $304,000, net of accumulated
amortization of approximately $170,000, are included in other assets and are
being amortized on a straight-line basis over the life of the loans.

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.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("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.

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 Corporate General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged to rental income as
incurred.

Advertising Costs: The Partnership expenses the cost of advertising as
incurred. Advertising costs of approximately $71,000 in 1998, and approximately
$59,000 in 1997 were charged to expenses as incurred and are included in
operating expenses.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 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 segment
disclosures.

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

NOTE B - TRANSFER OF CONTROL

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has no employees and is dependent on the Corporate 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 an
affiliate of the Corporate General Partner during the years ended December 31,
1998 and 1997:
1998 1997
(in thousands)
Property management fees
(included in operating expenses) $196 $184

Reimbursements for services of affiliates
(included in investment properties, operating
and general and administrative expenses ) (1) 93 136

(1) Included in "reimbursements for services of affiliates" is approximately
$5,000 and $51,000, for the years ended December 31, 1998 and 1997,
respectively, in reimbursements for construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $196,000 and $184,000 for the years ended
December 31, 1998 and 1997 respectively.

An affiliate of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $93,000 and
$136,000 for the years ended December 31, 1998 and 1997, respectively.

During December 1997, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 7,000 of the outstanding
units of limited partnership interest in the Partnership at $350 per Unit, net
to the seller in cash. During February 1998, the tender offer was completed and
the Purchaser tendered 2,180 units of limited partnership interest in the
Partnership or 12.57% of the total outstanding units.

On July 21, 1998, another affiliate of the Corporate General Partner (the
"Second Purchaser") commenced a second tender offer for limited partnership
interests in the Partnership. The Purchaser offered to purchase up to 6,000 of
the outstanding units of limited partnership interest in the Partnership, at
$450 per Unit, net to the seller in cash. During August 1998, the tender offer
was completed and the "Second Purchaser" acquired 1,450 units of limited
partnership interest in the Partnership or 8.36% of the total outstanding units.

As of December 31, 1998, affiliates of AIMCO own approximately 3,877 Units
or approximately 22.355% of outstanding limited partnership units.

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
Corporate General Partner with an insurer unaffiliated with the Corporate
General Partner. An affiliate of the Corporate 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 Corporate
General Partner, which receives payment on these obligations from the agent.
The amount of the Partnership's insurance premiums accruing to the benefit of
the affiliate of the Corporate General Partner by virtue of the agent's
obligations is not significant.

NOTE D - 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)

Hickory Ridge $ 6,373 $ 51 7.50% 03/01/01 $6,057

Governor's Park
1st mortgage 4,466 35 7.83% 10/15/03 4,083
2nd mortgage 147 1 7.83% 10/15/03 147

10,986 $ 87

Less unamortized
discounts (57)

$10,929 $10,287

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
properties. Prepayment penalties are required if repaid prior to maturity.
Further the properties may not be sold subject to existing indebtedness.

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

1999 $ 209
2000 225
2001 6,164
2002 88
2003 4,300
$10,986

NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost
To Partnership
(in thousands)

Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition

Hickory Ridge Apts. $ 6,373 $1,060 $11,839 $ 1,411
Memphis, Tennessee

Governor's Park Apts. 4,613 714 6,496 441
Ft. Collins, Colorado

Totals $10,929 $1,774 $18,335 $ 1,852

Gross Amount At Which Carried
At December 31, 1998
(in thousands)

Buildings
And Related
Personal Accumulated Date of Date Depreciation
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)

Hickory Ridge Apts. $1,060 $13,250 $14,310 $7,413 1971-1973 08/27/85 5-29
Memphis, Tennessee

Governor's Park Apts.
Ft. Collins, Colorado 714 6,937 7,651 3,349 1983 09/30/85 5-39

Totals $1,774 $20,187 $21,961 $10,762

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation"

Years Ended December 31,
1998 1997

Real Estate

Balance at beginning of year $21,447 $20,553
Property improvements 514 996
Disposal of property -- (102)

Balance at End of Year $21,961 $21,447

Accumulated Depreciation

Balance at beginning of year $ 9,906 $ 9,134
Additions charged to expense 856 806
Disposal of property -- (34)

Balance at End of Year $10,762 $ 9,906

The aggregate cost of investment property for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $24,732,000 and $24,217,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1998 and 1997 is approximately $15,234,000 and $14,244,000, respectively.

NOTE F - DISTRIBUTIONS

During the year ended December 31, 1997, the Partnership declared and paid a
cash distribution to the limited partners in the amount of $304,000 ($17.53 per
limited partnership unit). No distributions were paid in 1998. Subsequent to
December 31, 1998 the Partnership distributed approximately $594,000 to the
limited partners ($34.25 per limited partnership unit) and $6,000 to the General
Partners.

NOTE G - 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 and Federal taxable
income (in thousands, except per unit data):

1998 1997

Net income as reported $ 336 $ 123
Add (deduct):
Depreciation differences (133) (126)
Unearned income 23 21
Casualty -- 15
Other 23 18

Federal taxable income $ 249 $ 51

Federal taxable income per limited
partnership unit $14.22 $2.91

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

Net assets as reported $ 1,499
Buildings 2.770
Accumulated depreciation (4,471)
Syndication fees 2,292
Other 93

Net assets - tax basis $ 2,183

NOTE H - SEGMENT REPORTING

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", Shelter Properties VII Limited Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of two apartment complexes, located in Tennessee and
Colorado. 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.
The "Other" Column includes partnership administration related items and income
and expense not allocated to the reportable segment.

1998 Residential Other Totals

Rental income $ 3,745 $ -- $ 3,745
Other income 179 20 199
Interest expense 884 -- 884
Depreciation 856 -- 856
General and administrative expense -- 163 163
Casualty gain -- -- --
Segment profit (loss) 479 (143) 336
Total assets 12,380 508 12,888
Capital expenditures for
investment properties 514 -- 514

1997 Residential Other Totals

Rental income $ 3,525 $ -- $ 3,525
Other income 143 28 171
Interest expense 905 -- 905
Depreciation 806 -- 806
General and administrative expense -- 144 144
Casualty gain 91 -- 91
Segment profit (loss) 239 (116) 123
Total assets 12,317 425 12,742
Capital expenditures for
investment properties 996 -- 996

NOTE I - 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 Corporate 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership funds, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company ("AIMCO"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Corporate 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 Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999. No ruling on such demurrers
has been received. The Corporate General Partner does not anticipate that costs
associated with this case, if any, to be material to the Partnership's overall
operations.

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 ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

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

The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:

Individual General Partner - N. Barton Tuck, Jr., age 60, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation ( the former parent of the Corporate General Partner of the
Partnership). For six years prior to 1966, Mr. Tuck was employed in Greenville,
South Carolina by the certified public accounting firm of S.D. Leidesdorf &
Company. From 1966 to 1970, he was a registered representative with the
investment banking firm of Harris Upham & Co., Inc. in Greenville, South
Carolina. Since 1970, Mr. Tuck has been engaged in arranging equity investments
for individuals and partnerships. Mr. Tuck is a graduate of the University of
North Carolina. Mr. Tuck has delegated to the Corporate General Partner all of
his authority, as a general partner of the Partnership, to manage and control
the Partnership and its business and affairs.

Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty VII
Corporation ("Corporate") are set forth below. There are no family
relationships between or among any officers or directors.

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 Corporate
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-Accounting of AIMCO and Vice
President-Accounting and Director of the Corporate 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

Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any renumeration from the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as provided below, as of December 31, 1998, no person or entity was known
by the Registrant to be the beneficial owner of more than five percent of the
Limited Partnership Units of the Registrant as of December 31, 1998.

Number of Percent
Name and Address Units Of Total

Insignia Properties, LP
(an affiliate of AIMCO) 247 1.424%
Madison River Properties LLC
(an affiliate of AIMCO) 2,180 12.57%
Cooper River Properties LLC
(an affiliate of AIMCO) 1,450 8.361%

Insignia Properties LP, Madison River Properties LLC and Cooper River Properties
LLC are all indirectly ultimately owned by AIMCO. Their business address is 55
Beattie Place, Greenville, SC 29602.

No director or officer of the Corporate General Partner owns any Units. The
Corporate General Partner owns 100 Units as required by the items of the
partnership agreement governing the partnership.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Corporate General Partner. AIMCO and its
affiliates currently own 22.355% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional partnership interests in the Partnership. There is
a substantial likelihood that, within a short period of time, AIMCO OP will
offer to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnerships interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1998 1997
(in thousands)
Property management fees
(included in operating expenses) $196 $184

Reimbursements for services of affiliates
(included in investment properties, operating
and general and administrative expenses ) (1) 93 136

As of December 31, 1998, affiliates of AIMCO own approximately 3,877 Units
or approximately 22.355% of outstanding limited partnership units.

The agent assumed the financial obligations to the affiliate of the Corporate
General Partner, which receives payment on these obligations from the agent.
The amount of the Partnership's insurance premiums accruing to the benefit of
the affiliate of the Corporate General Partner by virtue of the agent's
obligations is not significant.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.

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

Current Report on Form 8-K dated October 1, 1998 and filed on
October 16, 1998, disclosing change in control of the Registrant from
Insignia Financial Group, Inc. to AIMCO.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SHELTER PROPERTIES VII LIMITED PARTNERSHIP

By: SHELTER REALTY VII CORPORATION
Corporate 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 26, 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 dates indicated.

By: /s/Patrick J. Foye Date: March 26, 1999
Patrick J. Foye
Executive Vice President and Director

By: /s/Timothy R. Garrick Date: March 26, 1999
Timothy R. Garrick
Vice President - Accounting and Director

INDEX OF EXHIBITS

Exhibit

3 See Exhibit 4(a)

4(a) Amended and Restated Certificate and Agreement of Limited Partnership
[included as Exhibit A to the Prospectus of Registrant dated March 18,
1985 contained in Amendment No. 1 to Registration Statement No. 2-
94604, of Registrant filed March 18, 1985 (the "Prospectus") and
incorporated herein by reference].

(b) Subscription Agreements and Signature Pages. [Filed with Amendment No. 1
of Registration Statement No. 2-94604, of Registrant filed March 18, 1985
and incorporated herein by reference].

(c) Wrap around Deed of Trust Note and Deed of Trust and Personal Property
Security Agreement between Boyle Trust and Investment Company and Shelter
Properties VII to acquire Hickory Ridge Apartments.*

(d) Promissory Note and Combination Deed of Trust, Security Agreement and
Fixture Financing Statement between State Mutual Life Assurance Company of
America and Shelter Properties VII to acquire Governor's Park Apartments.*

*Filed as Exhibit 4(d) and 4(e), respectively, to Form 10-K of Registrant
for year ended December 31, 1987 and incorporated herein by reference.

10(i)Contracts related to acquisition of properties.

(a) Purchase Agreement dated October 8, 1984 as Amended by Addendum dated
December 27, 1984 between Boyle and Trust and Investment Company, Trustee
and U.S. Shelter Corporation to acquire Hickory Ridge Apartments. [Filed
as Exhibit 10(E) to Amendment No. I of Registration Statement No. 2-94604
of the Registrant filed March 18, 1985 and incorporated herein by
reference.]

(b) Purchase Agreement dated January 14, 1985, between NFC/TDM Joint Venture
and U.S. Shelter Corporation to acquire Governor's Park Apartments. [Filed
as Exhibit 10(F) to Post-Effective Amendment No. 2 of Registration
Statement No. 2-94604 of the Registrant filed June 27, 1985 and
incorporated herein by reference.]

10(ii)Form of Management Agreement with U.S. Shelter Corporation
subsequently assigned to Shelter Management Group, L.P. (now known as
Insignia Management Group, L.P.). [Filed with Amendment No. 1 of

Registration Statement, No. 2-94604, of Registrant filed March 18,
1985 and incorporated herein by reference.]

(iii)Contracts related to refinancing of debt:

2.1 Agreement and Plan of Merger, dated as of October 1,1998, by and
between AIMCO and IPT (incorporated by reference to Exhibit 2.1 of
IPT's Current Report on Form 8-K, File No 1-14179, dated October 1,
1998).

(a) Tennessee Deed of Trust and Security Agreement dated December 28, 1988
between Shelter Properties VII Limited Partnership and John Hancock Mutual
Life Insurance Company relating to Hickory Ridge Apartments. *

(b) Promissory Note dated December 28, 1988 between Shelter Properties VII
Limited Partnership and John Hancock Mutual Life Insurance Company, a
Massachusetts corporation, relating to Hickory Ridge Apartments. First
Amendment to Note and Certification and Release by Borrower between John
Hancock Mutual Life Insurance Company and Shelter Properties VII Limited
Partnership and dated July 5, 1992. *

*Filed as Exhibits 10(iii) (a) and (b), respectively, to Form 10KSB for the year
ended December 31, 1992 and incorporated herein by reference.

(c) First Deed of Trust Note dated September 30, 1993 between Governor's Park
Apartments VII Limited Partnership and Lexington Mortgage Company, a
Virginia corporation, relating to Governor's Park. **

(d) Second Deed of Trust Note dated September 30, 1993 between Governor's Park
Apartments VII Limited Partnership and Lexington Mortgage Company, a
Virginia corporation, relating to Governor's Park. **

(e) First Deed of Trust and Security Agreement between Governor's Park
Apartments VII Limited Partnership and Lexington Mortgage Company, a
Virginia corporation, securing Governor's Park Apartments. **

(f) Second Deed of Trust and Security Agreement between Governor's Park
Apartments VII Limited Partnership and Lexington Mortgage Company, a
Virginia corporation, securing Governor's Park Apartments. **

(g) First Collateral Assignment of Leases and Rents dated September 30, 1993
between Governor's Park Apartments VII Limited Partnership and Lexington
Mortgage Company, a Virginia corporation, securing Governor's Park
Apartments. **

(h) Second Collateral Assignment of Leases and Rents dated September 30, 1993
between Governor's Park Apartments VII Limited Partnership and Lexington
Mortgage Company, a Virginia corporation, securing Governor's Park
Apartments. **

**Filed as Exhibits 10 (iii) (a) through (h) to Form 10QSB for the quarter ended
September 30, 1993 and incorporated herein by reference.

(i) Note Modification Agreement and Amended and Restated Promissory Note both
dated February 28, 1994 between Shelter Properties VII Limited Partnership
and John Hancock Mutual Life Insurance Company relating to Hickory Ridge
Apartments.

(j) Modification to Security Instruments dated February 28, 1994 between
Shelter Properties VII Limited Partnership and John Hancock Mutual Life
Insurance Company relating to Hickory Ridge Apartments.

***Filed as Exhibits 10(iii) (i) through (j) to Form 10-KSB for the year ended
December 31, 1993 and incorporated herein by reference.

22 Subsidiaries of the Registrant

27 Financial Data Schedule

99 (a) Prospectus of Registrant dated March 18, 1985 [included in
Registration Statement No. 2-94604, of Registrant] and incorporated
herein by reference.

(b) Agreement of Limited Partnership for Governor's Park Apartments VII Limited
Partnership between Shelter Properties VII GP Limited Partnership and
Shelter Properties VII Limited Partnership entered into September 9, 1993.
****

(c) Agreement of Limited Partnership for Shelter Properties VII GP Limited
Partnership between Shelter VII Limited Partnership and Shelter Realty VII
Corporation. ****

****Filed as Exhibits 28(a) and (b) to Form 10QSB dated September 30, 1993 and
incorporated herein by reference.

EXHIBIT 22

SHELTER PROPERTIES VII LIMITED PARTNERSHIP

SUBSIDIARY LIST

State of Incorporation/
Name of Subsidiary Formation Date

Governor's Park Apartments VII
Limited Partnership South Carolina 1993
Shelter VII GP Limited Partnership South Carolina 1993

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties VII Limited Partnership 1998 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000758009
<NAME> SHELTER PROPERTIES VII LIMITED PARTNERSHIP
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,201
<SECURITIES> 0
<RECEIVABLES> 261
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 21,961
<DEPRECIATION> (10,762)
<TOTAL-ASSETS> 12,888
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,929
0
0
<COMMON> 0
<OTHER-SE> 1,499
<TOTAL-LIABILITY-AND-EQUITY> 12,888
<SALES> 0
<TOTAL-REVENUES> 3,944
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,608
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 884
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 336
<EPS-PRIMARY> 19.20<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>