PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
8-K, 1999-01-13
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    Form 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934


        Date of Report (Date of earliest event reported) January 13, 1999
                                                         ----------------

             PaineWebber Income Properties Seven Limited Partnership
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                       0-15037                      04-2870345  
- --------------------------------------------------------------------------------
(State or other jurisdiction)    (Commission                   (IRS Employer
        of incorporation          File Number)               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
                                                   --------------


            (Former name or address, if changed since last report)




<PAGE>


                                    FORM 8-K
                                 CURRENT REPORT

             PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP

ITEM 5 - Other Events

      The Partnership filed a Form 12b-25,  Notice of Late Filing, for the above
referenced limited partnership on December 29, 1998. As of January 13, 1999, the
last date for the timely filing of such report pursuant to Rule  12b-25(b),  the
Partnership continues to be unable to file its Annual Report.

      The  inability of the  registrant  to file its Annual  Report at this date
arises because of the inability to finalize the independent  audit of two of the
Partnership's significant subsidiaries (Chicago Colony Apartments Associates and
Chicago  Colony Square  Associates).  The audit of these joint ventures is being
held  up by the  failure  of the  Partnership's  co-venture  partner  to  sign a
standard  audit  representation   letter.  The  co-venturer  has  withheld  this
signature  pending a resolution of a dispute with the Partnership.  Every effort
has been and will continue to be made to resolve this  dispute,  which will have
no  material  effect  on the  Partnership's  financial  statements,  so that the
Partnership  can file its Annual  Report.  The  Annual  Report  will  contain no
material fourth quarter adjustments.



ITEM 7 - Financial Statements and Exhibits

   (a)   Financial Statements:  None

   (b)   Exhibits:  None


<PAGE>


                                    FORM 8-K

                                 CURRENT REPORT

             PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP




                                   SIGNATURES



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

             PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
             -------------------------------------------------------
                                  (Registrant)


                              By:  Seventh Income Properties Fund, Inc.
                                   ------------------------------------
                                   Managing General Partner

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


Date:  January 13, 1999



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