PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
10-Q, 1996-05-14
REAL ESTATE
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This conforming  paper format  document is being submitted  pursuant to Rule 901
(d) (or 902 (g)) of Regulation S-T.



               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ----------------------------------

                                    FORM 10-Q

    X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                     For the transition period from to .


                        Commission File Number : 0-15037


          PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED  PARTNERSHIP  (Exact name
            of registrant as specified in its charter)


             Delaware                                            04-2870345
(State or other jurisdiction of                               (I.R.S.Employer
incorporation or organization)
                                                            Identification No.)



265 Franklin Street, Boston, Massachusetts                          02110
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code  (617) 439-8118


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





                                  Page 1 of 13

<PAGE>




                                     -12-
           PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                March 31, 1996 and September 30, 1995 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                                    March 31    September 30

Operating investment property:
   Land                                            $     698     $      698
   Buildings and improvements                          4,269          4,269
   Equipment and fixtures                                107            107
                                                   ---------     ----------   
                                                       5,074          5,074
   Less accumulated depreciation                      (1,584)        (1,512)
                                                       3,490          3,562
                                                   ---------     ----------
Cash and cash equivalents                              4,410          3,252
Escrow deposits                                           40             75
Accounts receivable                                      102             84
Accounts receivable - affiliates                           3              2
Other assets                                              29             32
Deferred expenses, net                                   131            141
                                                   ---------     ----------
                                                   $   8,205     $    7,148
                                                   =========     ==========
                                                  

                        LIABILITIES AND PARTNERS' DEFICIT

Equity in losses from  unconsolidated joint ventures in excess
   of investments and advances                     $   7,626     $    6,275
Mortgage note payable                                  1,698          1,723
Accounts payable and accrued expenses                     27             37
Accrued interest payable                                  16             16
Accrued real estate taxes                                 20             60
Other liabilities                                         10             10
Partners' deficit                                     (1,192)          (973)
                                                   ---------     ----------
                                                   $   8,205     $    7,148
                                                   =========     ==========














                             See accompanying notes.


<PAGE>


            PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

           CONSOLIDATED STATEMENTS OF OPERATIONS For the three and six
                months ended March 31, 1996 and 1995 (Unaudited)
                      (In thousands, except per Unit data)


                                   Three Months Ended      Six Months Ended
                                        March 31,             March 31,
                                    1996        1995       1996         1995

Revenues:
   Rental income and expense
      recoveries                  $   119     $   138     $   262     $   251
   Interest and other income           58          43         114          77
                                  -------     -------     -------     -------
                                      177         181         376         328
Expenses:
   Mortgage interest                   50          52         100         113
   Property operating expenses         49          38          78          68
   Depreciation and amortization       39          38          77          77
   Real estate taxes                   18          20          37          42
   General and administrative          66          51         178         131
                                      222         199         470         431
                                  -------     -------     -------     -------
Operating loss                        (45)        (18)        (94)       (103)

Partnership's share of unconsolidated
  ventures' losses                    (71)       (245)       (125)       (375)
                                  -------     -------     -------     -------

Loss before extraordinary gain       (116)       (263)       (219)       (478)
                                  -------     -------     -------     -------
Extraordinary gain from
  settlement of debt obligation         -           -           -         518

                                  -------     -------     -------     -------
Net income (loss)                 $  (116)    $  (263)   $   (219)   $     40
                                  =======     =======    ========    ======== 

Net income (loss) per Limited
   Partnership Unit:
  Loss before extraordinary gain  $ (3.02)   $  (6.85)   $  (5.71)   $ (12.46)
  Extraordinary gain                    -           -           -       13.51
                                  -------     -------     -------     -------
  Net income (loss)               $ (3.02)   $  (6.85)   $  (5.71)   $   1.05
                                  =======     =======    ========    ======== 
                                    



   The above per Limited  Partnership  Unit information is based upon the 37,969
Limited Partnership Units outstanding during each period.







                             See accompanying notes.


<PAGE>


            PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
          For the six months ended March 31, 1996 and 1995 (Unaudited)
                                 (In thousands)




                                                    General      Limited
                                                    Partners     Partners

Balance at September 30, 1994                      $    (756)     $   (617)
Net income                                                 -            40
                                                   ---------      -------- 
Balance at March 31, 1995                          $    (756)     $   (577)
                                                   =========      ========

Balance at September 30, 1995                      $    (752)     $   (221)
Net loss                                                  (2)         (217)
                                                   ---------      -------- 
Balance at March 31, 1996                          $    (754)     $   (438)
                                                   =========      ========
































                             See accompanying notes.


<PAGE>


            PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the six months ended March 31, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                           1996          1995
Cash flows from operating activities:
  Net income (loss)                                       $  (219)     $   40
  Adjustments to reconcile net income (loss) to
   net cash used for operating activities:
    Depreciation and amortization                              77          77
    Amortization of deferred financing costs                    5           -
    Partnership's share of unconsolidated
       ventures' losses                                       125         375
    Extraordinary gain from settlement of debt obligation       -        (518)
    Changes in assets and liabilities:
      Escrow deposits                                          35         (68)
      Accounts receivable                                     (18)         (2)
      Accounts receivable - affiliates                         (1)         (1)
      Other assets                                              3           3
      Deferred expenses                                         -         (81)
      Accrued interest payable                                  -         (21)
      Accounts payable and accrued expenses                   (10)         41
      Accrued real estate taxes                               (40)        (37)
                                                           ------      ------
        Total adjustments                                     176        (232)
                                                           ------      ------
        Net cash used for operating activities                (43)       (192)

Cash flows from investing activities:
   Distributions from unconsolidated joint ventures         1,226         864

Cash flows from financing activities:
   Proceeds from issuance of mortgage loan                      -       1,750
   Principal payments on long-term debt                       (25)     (2,057)
                                                           ------      ------
        Net cash used for financing activities                (25)       (307)
                                                           ------      ------
Net increase in cash and cash equivalents                   1,158         365

Cash and cash equivalents, beginning of period              3,252       2,571
                                                           ------      ------
Cash and cash equivalents, end of period                  $ 4,410     $ 2,936
                                                          =======     =======  

Cash paid during the period for interest                  $    95     $   134
                                                          =======     =======  








                             See accompanying notes.


<PAGE>


                         PAINE WEBBER INCOME PROPERTIES
                            SEVEN LIMITED PARTNERSHIP
                  Notes to Consolidated Financial Statements
                                   (Unaudited)


1. General

      The accompanying financial statements,  footnotes and discussion should be
   read in conjunction with the financial  statements and footnotes contained in
   the Partnership's Annual Report for the year ended September 30, 1995.

      In the opinion of management, the accompanying financial statements, which
   have not been audited,  reflect all  adjustments  necessary to present fairly
   the  results  for  the  interim  period.  All of the  accounting  adjustments
   reflected in the accompanying  interim  financial  statements are of a normal
   recurring nature.

2. Investments in Unconsolidated Joint Venture Partnerships

      The  Partnership  has  investments in four  unconsolidated  joint ventures
   which  own  six  operating  properties,   as  more  fully  described  in  the
   Partnership's Annual Report. The unconsolidated joint venture investments are
   accounted for using the equity method because the Partnership does not have a
   voting control interest in the ventures. Under the equity method, the assets,
   liabilities, revenues and expenses of the joint ventures do not appear in the
   Partnership's  financial statements.  Instead, the investments are carried at
   cost  adjusted  for the  Partnership's  share of the  ventures'  earnings and
   losses and distributions.

      Summarized  operations of the four  unconsolidated  joint ventures for the
   three and six months ended March 31, 1996 and 1995 are as follows:

                   Condensed  Combined  Summary of Operations  For the three and
          six months ended March 31, 1996 and 1995
                                 (in thousands)

                                     Three Months Ended      Six Months Ended
                                         March 31,                 March 31,
                                      1996      1995        1996        1995

   Rental revenues and
     expense recoveries            $ 2,581    $ 2,573     $ 5,203     $ 5,168
   Interest and other income            84         60         187         157
                                   -------    -------     -------     -------
                                     2,665      2,633       5,390       5,325

   Property operating expenses         887        905       1,772       1,808
   Interest expense                    967      1,137       1,936       2,247
   Real estate taxes                   462        437         946         847
   Depreciation and amortization       397        393         815         777
                                   -------    -------     -------     -------
                                     2,713      2,872       5,469       5,679
                                   -------    -------     -------     -------
   Net loss                        $   (48)   $  (239)    $   (79)    $  (354)
                                   =======    =======     =======     =======

   Net loss:
     Partnership's share of 
          combined income (loss)   $   (70)   $  (244)    $  (122)    $  (372)
     Co-venturers' share of 
          combined income               22          5          43          18
                                   -------    -------     -------     ------- 
                                   $   (48)   $  (239)    $   (79)    $  (354)


<PAGE>


               Reconciliation of Partnership's Share of Operations
           For the three and six months ended March 31, 1996 and 1995

                                     Three Months Ended      Six Months Ended
                                          March 31,               March 31,
                                      1996      1995        1996        1995

   Partnership's share of combined
     operations, as shown above     $  (70)   $ (244)     $ (122)     $ (372)
   Amortization of excess basis         (1)       (1)         (3)         (3)
                                    ------    ------      ------      ------
   Partnership's share of
     unconsolidated ventures'
     losses                         $  (71)   $ (245)     $ (125)     $ (375)
                                    ======    ======      ======      ======

3. Operating Investment Property

      The Partnership has a controlling interest in one joint venture, West Palm
   Beach Concourse Associates, which owns the Concourse Retail Plaza. The Retail
   Plaza consists of 30,473 net rentable  square feet located in West Palm Beach
   Florida.  Subsequent to a settlement  and  assignment  agreement  executed in
   fiscal  1990,  the  Partnership's   co-venture   partner  is  Seventh  Income
   Properties Fund,  Inc., the Managing General Partner of the Partnership.  The
   amended and  restated  terms of the joint  venture  agreement  are more fully
   described in the  Partnership's  Annual Report.  The Partnership  employs the
   services of a local  unaffiliated  property  management company to administer
   the day-to-day  operations of the investment  property under the direction of
   the Managing General Partner.

      The  following is a summary of property  operating  expenses for the three
   and six-month periods ended March 31, 1996 and 1995 (in thousands):

                                     Three Months Ended      Six Months Ended
                                        March 31,                 March 31,
                                      1996      1995        1996        1995

      Repairs and maintenance      $    2      $    8       $   6      $   13
      Utilities                         1           1           2           2
      Insurance                         2           1           3           3
      Administrative and other         17          25          36          44
      Bad debt                         24           -          24           -
      Management fees                   3           3           7           6
                                   ------      ------       -----      ------
                                   $   49      $   38       $  78      $   68
                                   ======      ======       =====      ======

4.    Mortgage Note Payable

      Mortgage note payable on the  consolidated  balance  sheets relates to the
   Partnership's   consolidated   joint  venture,   West  Palm  Beach  Concourse
   Associates, and is secured by the venture's operating investment property. At
   March 31, 1996 and September 30, 1995, mortgage note payable
   consists of the following (in thousands):

                                                      March 31   September 30
      11.12%  first  mortgage,  payable in
      installments   of  $20  per   month,
      including interest,  through January
      1, 2005. All  outstanding  principal
      and  accrued   interest  is  due  on
      January 10, 2005.                              $  1,698      $  1,723
                                                     ========      ========


      During  fiscal  1994,  the venture  reached an  agreement  with the second
   mortgage lender to fully  extinguish the $750,000 second mortgage lien on the
   property in return for a cash payment of $300,000.  The Partnership  advanced
   the funds  required to  complete  this  transaction  in  November  1994.  The
   transaction  resulted in an extraordinary  gain recognized during the quarter
   ended December 31, 1994 of approximately $518,000.

      In  accordance  with  the  Concourse  mortgage  loan  agreements,  certain
   insurance  premiums  and real estate taxes are required to be held in escrow.
   The balance of escrow  deposits on the  accompanying  balance sheets at March
   31, 1996 and September 30, 1995 consists of such escrowed  insurance premiums
   and real  estate  taxes in the  aggregate  amounts  of $40,000  and  $75,000,
   respectively.

5. Related Party Transactions

      Accounts  receivable - affiliates at March 31, 1996 and September 30, 1995
   consist of investor  service fees due from the Daniel Meadows  Partnership of
   $3,000 and $2,000, respectively.

      Included in general and administrative expenses for each of the six months
   ended March 31, 1996 and 1995 is $43,000,  representing  reimbursements to an
   affiliate of the Managing  General Partner for providing  certain  financial,
   accounting and investor communication services to the Partnership.

      Also  included in general and  administrative  expenses for the six months
   ended  March  31,   1996  and  1995  is  $6,000  and  $4,000,   respectively,
   representing fees earned by Mitchell Hutchins Institutional  Investors,  Inc.
   for managing the Partnership's cash assets.

6  Contingencies

      The Partnership is involved in certain legal actions. At the present time,
   the Managing  General  Partner is unable to estimate  the impact,  if any, of
   these matters on the Partnership's financial statements, taken as a whole.


<PAGE>



           PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

      The  Partnership's  remaining  investments  consist  of five  multi-family
apartment  complexes and two retail  properties.  The Managing General Partner's
strategy is to preserve the Partnership's remaining equity interests and to seek
strategic  opportunities  to enhance  property  values  through  either  capital
improvements  or debt  modifications  while the respective  local  economies and
rental  markets  improve  in order to  return as much of the  Limited  Partners'
invested capital as possible. Occupancy levels at the Concourse Retail Plaza and
the Colony Square Shopping Center were 100% and 91%,  respectively,  as of March
31, 1996. At the present time, real estate values for retail shopping centers in
certain  markets  have begun to be affected by the effects of  overbuilding  and
consolidations among retailers which have resulted in an oversupply of space. It
remains  unclear at this time what impact,  if any, this general trend will have
on the operations and market value of the Partnership's retail properties in the
near term. While the Concourse Retail Plaza is currently 100% leased, management
is  closely  monitoring  the  operating   performance  of  the  property's  four
restaurant  tenants which comprise 80% of the property's  leasable space. Two of
these  tenants have  reported  declining  sales and have fallen  behind on their
rental payments.  Management has negotiated agreements with both tenants to cure
the rental  delinquencies.  In one of the cases,  the  Concourse  joint  venture
agreed to the forgiveness of a portion of the delinquency and a reduction in the
future  monthly  rent payment in return for an increase in the term of the lease
obligation.  At Colony Square, management is analyzing various potential capital
improvement  programs to determine whether such  enhancements  might improve the
leasing  activity and stability of the tenant roster at the property.  Funds for
any such  improvements  to this 40,000 square foot property would be provided by
the  Partnership  from the  cash  flow of its  other  joint  venture  investment
properties.

      As discussed in the Annual  Report,  under the terms of the HMF Associates
loan  modification  executed in fiscal  1992,  all  accrued and unpaid  interest
outstanding  as of March 31, 1992 was converted to principal.  Subject to lender
approval,  the  Partnership  was  entitled to obtain  additional  advances up to
$9,100,000  to fund certain  operating  expenses of the joint venture and to the
cure construction defects in the operating investment properties.  The loans and
any additional advances bear interest at a rate of 9% per annum. As of March 31,
1996, additional lender advances totalling  approximately $4.8 million have been
made, and the total debt obligation of the joint venture totalled  approximately
$23 million.  Monthly payments are made in an amount equal to the "net operating
income",  as  defined,  for the prior  month.  Unpaid  interest  is added to the
principal  balance of the  indebtedness on a monthly basis. The maturity date of
the loans is July 1,  1997 at which  time all  unpaid  principal,  interest  and
advances are due. Despite the successful remediation of the construction defects
and the  subsequent  lease-up of the  properties,  the  venture's  net operating
income  level is not  sufficient  to fully  cover the  interest  accruing on the
outstanding  debt  obligation.  As a  result,  the total  obligation  due to the
mortgage lender will continue to increase  through the scheduled  maturity date.
Furthermore,  the current aggregate estimated value of the investment properties
is  substantially  less than the current debt  obligation.  During  fiscal 1995,
management had  preliminary  discussions  with the mortgage  holder  regarding a
possible loan modification  aimed at preventing the further  accumulation of the
deferred  interest and reducing the overall debt  obligation.  Such a plan would
have involved a prepayment of the existing  mortgage  indebtedness at a discount
and  would  have  required  an  equity   infusion  by  the  venture  of  between
approximately  $1  million  and  $1.5  million.  Management  of the  Partnership
evaluated  whether an  additional  investment  of this  magnitude in the venture
would be economically  prudent in light of the future appreciation  potential of
the  properties  and concluded  that it would be unwise to commit the additional
equity investment required to effect the proposed debt restructuring. Management
continues to examine alternative value creation scenarios, however, there are no
assurances  that the  Partnership  will  realize  any future  proceeds  from the
ultimate disposition of its interests in these three properties.

      As of March 31,  1996,  repair  work on the  construction  defects  at The
Meadows on the Lake Apartments,  in Birmingham,  Alabama, has been substantially
completed,  using the proceeds from the insurance  settlement  which are held by
the venture's new mortgage lender.  As discussed in the Annual Report,  the loan
is recourse to the joint  venture and to the partners of the joint venture until
the repairs have been fully completed,  at which time the entire obligation will
become  non-recourse.  The venture  recognized a loss of $300,000 in fiscal 1995
equal to the amount by which the total repair costs,  including  estimated costs
to complete,  exceed the total  settlement  proceeds.  All of the repair work is
expected to be completed by the end of the third  quarter of fiscal 1996.  There
has been minimal disruption to the property's tenants during this repair process
and the  situation,  once fully  corrected,  is not  expected to have an adverse
effect on the future market value of the investment property.

      As previously reported,  on August 1, 1995 the $16.75 million non-recourse
wraparound   mortgage  note  secured  by  the  Colony  Apartments  property  was
refinanced  with a new  $17.4  million  non-recourse  mortgage  note  at a fixed
interest  rate of 7.6% per annum.  The new note requires  monthly  principal and
interest payments of approximately $130,000 until maturity on August 1, 2002. As
a condition of the new loan, the Colony Apartments joint venture was required to
establish  an escrow  account in the amount of $685,000  for the  completion  of
agreed upon repairs,  $156,600 for capital replacement reserves and $600,000 for
real estate taxes.  Despite the significant decrease in the interest rate on the
mortgage  loan,  the  venture's  monthly  debt  service  will only  decrease  by
approximately  $28,000  due to the  higher  principal  balance  and the  monthly
principal amortization required under the new loan agreement.  In the near term,
most, if not all, of this debt service  savings will be reinvested in the Colony
Apartments property,  in addition to the reserves set aside from the refinancing
transaction,  to complete planned capital  improvements  aimed at preserving the
property's  competitive  position  and  enhancing  the  long-term  value of this
20-year old investment property.

    The Colony Apartments joint venture continues to generate significant excess
cash flow which,  over the past several years, has represented the Partnership's
only consistent source of additional  liquidity.  The Partnership  received cash
flow  distributions of $967,000 from the Colony  Apartments joint venture during
the  six-month  period ended March 31,  1996.  In the first six months of fiscal
1996, the Partnership  also received  distributions of $258,000 from the Meadows
joint  venture.  With the  repair  work at The  Meadows  on the Lake  Apartments
substantially completed, the venture has begun to generate regular distributions
of excess cash flow to the  Partnership.  Future  distributions  from the Colony
Apartments and Meadows joint ventures are expected to be more than sufficient to
fund the  Partnership's  operating costs and provide adequate  liquidity to fund
the  capital  needs  which  may  exist at the  other  joint  venture  investment
properties.

    At March 31, 1996 the Partnership and its consolidated  venture had cash and
cash  equivalents of  approximately  $4,410,000.  Such cash and cash equivalents
will be utilized as needed for Partnership  requirements  such as the payment of
operating expenses and the funding of operating deficits,  refinancing  expenses
or capital  improvements of the joint ventures,  in accordance with the terms of
the  respective  joint venture  agreements.  The source of future  liquidity and
distributions  to the  partners is expected to be from  available  net cash flow
generated by the operations of the Partnership's  investment properties and from
net proceeds from the sale or refinancing of such properties.

Results of Operations
Three Months Ended March 31, 1996

    The  Partnership  reported a net loss of $116,000 for the three months ended
March 31, 1996, as compared to a net loss of $263,000 for the same period in the
prior year. This $147,000  decrease in the Partnership's net loss for the second
quarter was caused by a decrease in the  Partnership's  share of  unconsolidated
ventures' losses, which was partially offset by an increase in the Partnership's
operating  loss. The  Partnership's  share of  unconsolidated  ventures'  losses
decreased by $174,000 in the second quarter of fiscal 1996, when compared to the
same period in the prior year,  primarily due to a decrease in combined interest
expense.  Interest expense at the Colony  Apartments joint venture  decreased by
$143,000 in the current  period due to the lower  interest  rate obtained by the
joint venture upon  refinancing  its mortgage note in July of 1995, as discussed
further above.

    The  Partnership's  operating loss increased by $27,000 for the three months
ended  March 31,  1996,  when  compared  to the same  period in the prior  year,
primarily  due to  increases  in  property  operating  expenses  and general and
administrative  expenses.  Property  operating  expenses  for  the  consolidated
Concourse Retail Plaza increased mainly due to the recording of a reserve for un
collectable rent receivable of $24,000 during the current  quarter.  General and
administrative  expenses  increased  due to a  difference  in the  timing of the
provision of certain recurring professional services.

Six Months Ended March 31, 1996

    The  Partnership  reported a net loss of $219,000  for the six months  ended
March 31, 1996,  as compared to net inocme of $40,000 for the same period in the
prior year. This $259,000  unfavorable change in the Partnership's net operating
results  was  caused by a  $518,000  extraordinary  gain  realized  in the first
quarter  of fiscal  1995 from the  discounted  payoff  of the  Concourse  second
mortgage  loan,  as more fully  discussed in the  Partnership's  Annual  Report.
Decreases in the  Partnership's  operating loss and the  Partnership's  share of
unconsolidated  ventures' losses partially offset the impact of the prior period
gain on the Partnership's net operating results.

    The Partnership's  operating loss decreased by $9,000,  when compared to the
same period in the prior year, primarily due to increases in rental revenues and
interest  and other  income.  Rental  revenues  increased  by $11,000 due to the
improved occupancy level of the consolidated Concourse property,  while interest
income  improved  by $37,000 due to an  increase  in the  Partnership's  average
outstanding cash balances.  An increase in general and  administrative  expenses
offset a  portion  of the  increase  in  revenues.  General  and  administrative
expenses  increased by $31,000 for the current six-month period primarily due to
a difference  in the timing of the provision of certain  recurring  professional
services.

    The  Partnership's  share of  unconsolidated  ventures'  losses decreased by
$250,000  for the six months  ended March 31,  1996,  when  compared to the same
period in the prior  year,  primarily  due to a decrease  in  combined  interest
expense,  which was  partially  offset by an increase  in  combined  real estate
taxes.  Interest  expense  decreased by $311,000 in the current period primarily
due to the lower interest rate obtained by the Colony  Apartments  joint venture
upon refinancing its mortgage note in July of 1995, as discussed  further above.
Real estate taxes  increased by $99,000 mainly due to the higher assessed values
on the properties  owned by HMF Associates as well as increases in the tax rates
for both Colony Apartments and Colony Square.



<PAGE>



                                     PART II
                                Other Information

Item 1. Legal Proceedings

     As previously  disclosed,  Seventh Income Properties Fund, Inc. and PA1985,
the General  Partners of the  Partnership,  were named as  defendants in a class
action lawsuit against PaineWebber Incorporated  ("PaineWebber") and a number of
its affiliates relating to PaineWebber's sale of 70 direct investment offerings,
including  the  offering  of  interests  in the  Partnership.  In January  1996,
PaineWebber  signed a memorandum  of  understanding  with the  plaintiffs in the
class action  outlining  the terms under which the parties have agreed to settle
the case. Pursuant to that memorandum of understanding,  PaineWebber irrevocably
deposited  $125 million into an escrow fund under the  supervision of the United
States  District  Court  for the  Southern  District  of New  York to be used to
resolve the litigation in accordance with a definitive  settlement agreement and
a plan of  allocation  which the  parties  expect to submit to the court for its
consideration  and approval within the next several  months.  Until a definitive
settlement  and plan of  allocation  is approved  by the court,  there can be no
assurance what, if any, payment or non-monetary  benefits will be made available
to unitholders in PaineWebber Income Properties Seven Limited Partnership. Under
certain limited  circumstances,  pursuant to the Partnership Agreement and other
contractual   obligations,   PaineWebber   affiliates   could  be   entitled  to
indemnification for expenses and liabilities in connection with this litigation.
At the present time, the General Partners cannot estimate the impact, if any, of
this matter on the Partnership's financial statements, taken as a whole.

Item 2. through 5.
NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:  NONE

(b)  Reports on Form 8-K:

     No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.


<PAGE>





           PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP


                                   SIGNATURES

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


                              PAINE WEBBER INCOME PROPERTIES SEVEN
                                    LIMITED PARTNERSHIP


                              By:  SEVENTH INCOME PROPERTIES FUND, INC.
                                   Managing General Partner




                              By:       /s/ Walter V. Arnold
                                Walter V. Arnold
                                 Senior Vice President and
                                 Chief Financial Officer


Dated:  May 12, 1996



<TABLE> <S> <C>

<ARTICLE>                          5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
Partnership's  audited financial statements for the quarter ended March 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                            1,000
       
<S>                                  <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                  SEP-30-1996
<PERIOD-END>                       MAR-31-1996
<CASH>                                   4410
<SECURITIES>                                0
<RECEIVABLES>                             105
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                         4584
<PP&E>                                   5074
<DEPRECIATION>                           1584
<TOTAL-ASSETS>                           8205
<CURRENT-LIABILITIES>                      73
<BONDS>                                  1698
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                              (1192)
<TOTAL-LIABILITY-AND-EQUITY>             8205
<SALES>                                     0
<TOTAL-REVENUES>                          376
<CGS>                                       0
<TOTAL-COSTS>                             370
<OTHER-EXPENSES>                          125
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                        100
<INCOME-PRETAX>                          (219)
<INCOME-TAX>                                0
<INCOME-CONTINUING>                      (219)
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                             (219)
<EPS-PRIMARY>                           (5.71)
<EPS-DILUTED>                           (5.71)
        

</TABLE>


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