NTS PROPERTIES VII LTD/FL
10-Q, 1995-11-13
REAL ESTATE
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                            UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C. 20549

                             FORM 10-Q

(Mark one)

[x]           QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended               September 30, 1995           

                                OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number                       0-17589                      

                            NTS-PROPERTIES VII, LTD.                      
             (Exact name of registrant as specified in its charter)

        Florida                                  61-1119232           
(State or other jurisdiction of     (I.R.S. Employer Identification No.) 
incorporation or organization)

   10172 Linn Station Rd.
   Louisville, Kentucky                           40223               
(Address of principal executive                 (Zip Code)
offices)

Registrant's telephone number, 
including area code                            (502) 426-4800         

                               Not Applicable                             
            Former name, former address and former fiscal year,
                       if changed since last report

Indicate by check mark whether the registrant (l) 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, and (2) has been subject to such
filing requirements for the past 90 days.

                                              YES  X         NO     
<PAGE>
                         TABLE OF CONTENTS


                                                               Pages

                              PART I

Item 1.Financial Statements

      Balance Sheets and Statement of Partners' Equity
        as of September 30, 1995 and December 31, 1994             3

      Statements of Operations
        For the three months and nine months ended 
        September 30, 1995 and 1994                                4

      Statements of Cash Flows
        For the three months and nine months ended 
        September 30, 1995 and 1994                                5

      Notes To Financial Statements                              6-7

Item 2.Management's Discussion and Analysis of Financial 
       Condition and Results of Operations                      8-12


                              PART II

1. Legal Proceedings                                              13
2. Changes in Securities                                          13
3. Defaults upon Senior Securities                                13
4. Submission of Matters to a Vote of Security Holders            13
5. Other Information                                              13
6. Exhibits and Reports on Form 8-K                               13

Signatures                                                        14

<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                     NTS-PROPERTIES VII, LTD.

         BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>
                                             As of              As of   
                                      September 30, 1995  December 31, 1994*

ASSETS
 <S>                                    <C>                  <C> 
 Cash and equivalents                   $   257,418          $   515,376 
 Cash and equivalents - restricted          116,970               53,219 
 Investment securities                      205,188                 --         
 Accounts receivable                          9,923               22,575 
 Land, buildings and amenities, 
  net                                    11,540,332           11,902,498 
 Other assets                               170,007              184,211 
                                         ----------           ----------
                                        $12,299,838          $12,677,879 
                                         ==========           ==========
LIABILITIES AND PARTNERS' EQUITY

 Mortgages payable                      $ 5,545,346          $ 5,648,524 
 Accounts payable - operations               84,367               67,815 
 Accounts payable - construction              --                  52,499 
 Distributions payable                       64,471               64,471 
 Security deposits                           35,380               37,342 
 Other liabilities                           79,126                 --    
                                         ----------           ----------
                                          5,808,690            5,870,651 

 Partners' equity                         6,491,148            6,807,228 
                                         ----------           ----------
                                        $12,299,838          $12,677,879 
                                         ==========           ==========
</TABLE>
<TABLE>
<CAPTION>
                                   Limited       General   
                                   Partners      Partner       Total    
 <S>                            <C>           <C>           <C>
PARTNERS' EQUITY
 Capital contributions, net
  of offering costs 
  (638,265 units)               $ 10,935,700  $        100  $ 10,935,800 
 Net income (loss) - prior 
  years                           (2,449,722)      (24,744)   (2,474,466)
 Net loss - current year            (121,441)       (1,227)     (122,668)
 Cash distributions
  declared to date                (1,829,043)      (18,475)   (1,847,518)
                                 ------------   -----------  ------------
 Balances at September 30,
  1995                          $  6,535,494   $   (44,346) $  6,491,148 
                                 ============   ===========  ============

*Reference is made to the audited financial statements in the Form 10-K as
filed with the Commission on March 25, 1995.
</TABLE>
<PAGE>
<TABLE>
                        NTS-PROPERTIES VII, LTD.

                        STATEMENTS OF OPERATIONS

<CAPTION>
                                      Three Months Ended    Nine Months Ended
                                      September 30,           September 30,  

                                    1995        1994        1995        1994    
<S>                           <C>          <C>         <C>         <C>

Revenues:
 Rental income                $   506,494  $   479,173 $ 1,461,744 $ 1,382,562 
 Interest and other income          3,155        4,747      10,256      16,699 
                               ----------   ----------  ----------  ----------
                                  509,649      483,920   1,472,000   1,399,261 


Expenses:
 Operating expenses               141,718      131,897     354,903     330,989 
 Operating expenses - affiliated   62,291       73,918     184,864     197,295 
 Amortization of initial leasing
  costs                             1,189        4,223       5,629      15,094 
 Write-off of unamortized tenant 
  improvements                       --         41,739         --       41,739 
 Interest expense                 116,880      118,383     352,830     347,939 
 Management fees                   26,134       24,831      75,687      72,053 
 Real estate taxes                 26,828       28,756      79,546      81,108 
 Professional and administrative 
  expenses                         14,338       21,136      42,040      48,988 
 Professional and administrative 
  expenses - affiliated            25,049       24,093      74,505      68,300 
 Depreciation and amortization    136,978      164,960     424,664     504,319 
                                ---------    ---------   ---------   ---------
                                  551,405      633,936   1,594,668   1,707,824 
                                ---------    ---------   ---------   ---------
Net loss                      $   (41,756) $  (150,016)$  (122,668)$  (308,563)
                                =========    =========   =========   =========
Net loss allocated to the limited 
 partners                     $   (41,338) $  (148,516)$  (121,441)$  (305,477)
                                =========    =========   =========    ========
Net loss per limited partnership 
 unit                         $      (.06) $      (.23)$      (.19)$      (.48)
                                =========    =========   =========    ========
Weighted average number of units  638,265      638,265     638,265     638,265 
                                =========    =========    ========    ========
</TABLE>
<PAGE>
<TABLE>
                              NTS-PROPERTIES VII, LTD.

                              STATEMENTS OF CASH FLOWS
<CAPTION>

                                           Three Months Ended      Nine Months Ended
                                              September 30,          September 30,  

                                            1995        1994        1995        1994    
<S>                                   <C>          <C>          <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                              $   (41,756) $  (150,016) $ (122,668) $ (308,563)
Adjustments to reconcile net loss 
 to net cash provided by operating 
 activities:
 Accrued interest on investment
  securities                               (1,502)        --        (2,825)       --          
 Amortization of initial leasing 
  costs                                     1,189        4,223       5,629      15,094 
 Write-off unamortized tenant
  improvements                               --         41,739        --        41,739 
 Depreciation and amortization            136,978      164,960     424,664     504,319 
 Changes in assets and liabilities:
  Cash and equivalents - restricted       (20,794)     (69,500)    (63,751)    (97,973)
  Accounts receivable                       9,896       96,894      12,652      35,711 
  Other assets                              8,113      (17,438)      2,168     (59,794)
  Accounts payable - operations            18,811      (33,154)     16,552     (15,295)
  Security deposits                        (1,110)      (1,565)     (1,962)     (4,831)
  Other liabilities                        26,828       28,764      79,126      79,626 
                                        ---------     --------    --------    --------  
 Net cash provided by operating 
  activities                              136,653       64,907     349,585     190,033 

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
 amenities                                (12,785)    (171,164)    (56,089)   (212,987)
(Decrease in) additions to accounts 
 payable - construction                   (27,421)      24,627     (52,499)     62,401 
Purchase of investment securities        (102,500)       --       (202,363)      --    
                                        ---------     --------   ---------    --------
 Net cash used in investing 
  activities                             (142,706)    (146,537)   (310,951)   (150,586)
                                        ---------     --------   ---------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions                        (64,471)     (64,471)   (193,414)   (193,414)
Additions to loan costs                     --          (9,251)      --        (17,951)
Increase in note payable                    --          70,793       --         76,427 
Principal payments on mortgages 
 and note payable                         (35,119)     (94,710)   (103,178)   (129,829)
Net joint venture capital 
 contribution                               --           1,382       --          1,382 
                                         --------     --------    --------    --------
 Net cash used in financing
  activities                              (99,590)     (96,257)   (296,592)   (263,385)
                                         --------     --------    --------    --------
 Net decrease in cash and 
  equivalents                            (105,643)    (177,887)   (257,958)   (223,938)

CASH AND EQUIVALENTS, beginning of 
 period                                   363,061      752,205     515,376     798,256 
                                         --------     --------   ---------    --------
CASH AND EQUIVALENTS, end of period   $   257,418  $   574,318 $   257,418 $   574,318 
                                         ========     ========   =========    ========
Interest paid on a cash basis         $   117,049  $   117,859 $   353,328 $   347,415 
                                         ========     ========   =========    =========
</TABLE>
<PAGE>
                           NTS-PROPERTIES VII, LTD.

                       NOTES TO FINANCIAL STATEMENTS


The financial statements included herein should be read in conjunction with
the Partnership's 1994 Annual Report.  In the opinion of the general
partner, all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation have been made to the accompanying
financial statements for the three months and nine months ended September
30, 1995 and 1994.

1.Cash and Equivalents - Restricted

  Cash and equivalents - restricted represents funds received for
  residential security deposits and funds which have been escrowed with
  mortgage companies for property taxes in accordance with the loan
  agreements.

2.Investment Securities

  Investment securities represent investments in Certificates of Deposit
  or securities issued by the U.S. Government with initial maturities of
  greater than three months.  The investments are carried at cost which
  approximates market value.  The Partnership intends to hold the
  securities until maturity.  The following provides details regarding the
  investments held at September 30, 1995:

                            Amortized     Maturity     Value At
        Type                   Cost         Date       Maturity

  U.S. Treasury Bill        $102,688      10/19/95     $103,000
  Certificate of Deposit     102,500      01/05/96      103,968
                             -------                    -------
                            $205,188                   $206,968
                             =======                    =======
  The Partnership held no investment securities with initial maturities
  greater than three months at December 31, 1994.

3.Mortgages Payable

  Mortgages payable consist of the following:

                                                  September 30,   December 31,
                                                      1995             1994  

  Mortgage payable to an insurance
  company, bearing interest at a
  fixed rate of 8.5%, due November
  15, 2005, secured by land and 
  building                                         $ 1,432,826     $ 1,497,396 

  Mortgage payable to an insurance
  company, bearing interest at a
  fixed rate of 8.375%, due October
  5, 2002, secured by land and 
  buildings                                          3,144,868       3,174,392 

  Mortgage payable to an insurance
  company, bearing interest at a
  fixed rate of 8.375%, due October
  5, 2002, secured by land and 
  buildings                                            967,652         976,736 
                                                    ----------      ----------
                                                   $ 5,545,346     $ 5,648,524 
                                                    ==========      ==========
<PAGE>
4.Related Party Transactions

  Property management fees of $75,687 and $72,053 were paid to NTS
  Development Company, an affiliate of the general partner, during the
  nine months ended September 30, 1995 and 1994, respectively.  The fee is
  paid monthly in an amount equal to 5% of the gross revenues from the
  residential properties and 6% of the gross revenues from the commercial
  property pursuant to an agreement with the Partnership.  Also, as
  permitted by the partnership agreement, NTS Development Company will
  receive a repair and maintenance fee equal to 5.9% of costs incurred
  which related to capital improvements.  The Partnership has incurred
  $3,337 and $12,004 as a repair and maintenance fee during the nine
  months ended September 30, 1995 and 1994, respectively, and has
  capitalized this cost as part of land, buildings and amenities.  The
  Partnership also was charged the following amounts from NTS Development
  Company for the nine months ended September 30, 1995 and 1994.  These
  charges include items which have been expensed as operating expenses -
  affiliated or professional and administrative expenses - affiliated and
  items which have been capitalized as other assets or as land, buildings
  and amenities.  The charges were as follows:

                                         1995         1994   

             Leasing                 $  45,468     $  53,869 
             Administrative             92,188        84,822 
             Property manager          119,847       124,266 
             Other                       1,866         4,781 
                                      --------      --------
                                     $ 259,369     $ 267,738 
                                      ========      ========
5.Reclassification of 1994 Financial Statements

  Certain reclassifications have been made to the September 30 and
  December 31, 1994 financial statements to conform with the September 30,
  1995 classifications.  These reclassifications have no effect on
  previously reported operations.
<PAGE>
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

Results of Operations

The occupancy levels at the Partnership's properties as of September 30 were
as follows:

                                              1995       1994   


Wholly-Owned Properties

The Park at the Willows                       96%         88%   

Park Place Apartments Phase II                92%         95%   

Property Owned in Joint Venture
with NTS-Properties IV and NTS-
Properties Plus Ltd. (ownership
% at September 30, 1995)

Blankenbaker Business Center 1A (31%)        100%        100%   

Rental and other income generated by the Partnership's properties for the
three months and nine months ended September 30, 1995 and 1994 was as
follows:

                                      Three Months Ended    Nine Months Ended
                                          September 30,       September 30, 

                                       1995      1994       1995        1994  

Wholly-Owned Properties

The Park at the Willows            $   79,340 $   80,557 $  235,405 $  243,865

Park Place Apartments 
  Phase II                         $  354,025 $  335,729 $1,010,879 $  944,495

Property Owned in Joint
Venture with NTS-Properties
IV and NTS-Properties Plus 
Ltd. (ownership % at
September 30, 1995)

Blankenbaker Business Center 
  1A (31%)                         $   73,552 $   64,456 $  217,990 $  197,346

The Park at the Willows' occupancy increased from 88% at September 30, 1994
to 96% at September 30, 1995.  Average occupancy for the nine month period
ended September 30 remained constant at 92%.  Average occupancy for the
three month period ended September 30 increased from 91% in 1994 to 95% in
1995.  The decrease in rental and other income at The Park at the Willows
for the nine months ended September 30, 1995 as compared to the same period
in 1994 was due to a decrease in income from fully furnished units.  The
change in rental and other income for the three month period was not
significant.
<PAGE>
Results of Operations - Continued

Park Place Apartments Phase II's occupancy decreased from 95% at September
30, 1994 to 92% at September 30, 1995.  Average occupancy for the nine
months ended September 30 increased from 87% in 1994 to 90% in 1995. 
Average occupancy for the three month period increased from 89% in 1994 to
94% in 1995.  Rental and other income increased at Park Place Apartments
Phase II for the three months and nine months ended September 30, 1995 as
compared to the same periods in 1994 as a result of the increased average
occupancy and increased rental rates.

A wholly-owned subsidiary of The Prudential Insurance Company of America
(Prudential Service Bureau, Inc.) has leased 100% of Blankenbaker Business
Center 1A.  During 1994, Prudential Service Bureau, Inc. signed a lease
renewal and expansion.  The renewal extended the current lease through July
2005.  With the expansion, the tenant occupied 100% of the business center
during the third quarter of 1994.  Blankenbaker Business Center 1A's rental
and other income increased for the three months and nine months ended
September 30, 1995 as compared to the three months and nine months ended
September 30, 1994 as a result of the lease renewal and expansion with
Prudential Service Bureau, Inc.

Current occupancy levels are considered adequate to continue the operation
of the Partnership's properties without any additional financing.  See the
Liquidity and Capital Resources section of Item 2 for a discussion regarding
the cash requirements of the Partnership's current debt financings.

Interest and other income includes interest income from investments made by
the Partnership with excess cash.  The decrease in interest income for the
three months and nine months ended September 30, 1995 as compared to the
same periods in 1994 is a result of decreased cash being available for
investment as a result of a $500,000 capital contribution made to the
Blankenbaker Business Center Joint Venture during the third quarter of 1994.

Operating expenses increased for the three months and nine months ended
September 30, 1995 as compared to the same periods in 1994 primarily as a
result of increased replacement costs (carpet, vinyl and wallcovering) at
Park Place Apartments Phase II and increased deferred leasing commission
amortization at Blankenbaker Business Center 1A.  The commission was a
result of Prudential Service Bureau, Inc.'s lease renewal and expansion
(discussed above).  Leasing commissions are amortized over the term of the
lease to which they apply.

Operating expenses - affiliated decreased for the three months and nine
months ended September 30, 1995 as compared to the same periods in 1994
primarily as a result of decreased leasing costs at Blankenbaker Business
Center 1A.  Operating expenses - affiliated decreased for the nine month
period also as a result of decreased property management salaries at the
Partnership's residential properties.  Operating expenses - affiliated
remained fairly constant at the Partnership's residential properties for the
three month period.

Amortization of capitalized leasing costs represents the amortization of
various costs which were capitalized during the initial leasing and start-up
period of Park Place Apartments Phase II.  The amortization of capitalized
leasing costs has decreased for the three months and nine months ended
September 30, 1995 as compared to the same periods in 1994 as a result of
a portion of the costs capitalized during start-up having become fully
amortized.

The 1994 write-off of unamortized tenant improvements is a result of the
approximately 15,000 square foot expansion and lease renewal of Prudential
Service Bureau, Inc., the tenant which now occupies 100% of Blankenbaker
Business Center 1A.  As a condition of the lease renewal and expansion, it
was agreed that the area into which the tenant expanded would be renovated. 
<PAGE>
Results of Operations - Continued

Changes to current tenant improvements are a typical part of any lease
negotiation.  Improvements generally include a revision to the current floor
plan to accommodate a tenant's needs, new carpeting and paint and/or
wallcovering.  In order to complete the renovations, it is sometimes
necessary to replace improvements which had not been fully depreciated. 
This results in a write-off of unamortized tenant improvements.

The increase in interest expense for the nine months ended September 30,
1995 as compared to the same period in 1994 is the result of the higher
interest rate on the permanent financing obtained by Blankenbaker Business
Center Joint Venture in November 1994.  The permanent financing replaced a
$4,715,000 note payable which bore interest at a variable rate of Prime +
1%.  The Prime Rate ranged from 6% to 7.75% during the first nine months of
1994.  See Note 3 of the Partnership's financial statements for details
regarding the Partnership's debt.  Interest expense remained fairly constant
for the three months ended September 30, 1995 as compared to the three
months ended September 30, 1994.

Management fees are calculated as a percentage of cash collections; however,
revenue for reporting purposes is on the accrual basis.  As a result, the
fluctuations of revenues between periods will differ from the fluctuations
of management fee expense.

Real estate taxes have remained fairly constant for the three months and
nine months ended September 30, 1995 as compared to the same periods in
1994.

The decrease in professional and administrative expenses for the three
months and nine months ended September 30, 1995 as compared to the same
periods in 1994 is due to the fact that the 1994 expense includes a write-
off of unamortized loan costs which were associated with the Blankenbaker
Business Center Joint Venture's $1.1 million note payable.  The unamortized
loan fees were expensed due to the fact that the note was retired prior to
its maturity.  There was no similar expense in 1995.

Professional and administrative expenses - affiliated increased for the nine
months ended September 30, 1995 as compared to the same period in 1994
primarily as a result of increased salaries.  Professional and
administrative expenses - affiliated have remained fairly constant for the
three months ended September 30, 1995 as compared to the same period in
1994.

Depreciation and amortization decreased for the three months and nine months
ended September 30, 1995 as compared to the three months and nine months
ended September 30, 1994 as a result of assets with shorter lives at Park
Place Apartments Phase II having become fully depreciated and as a result
of a portion of the original tenant improvements at Blankenbaker Business
Center 1A becoming fully depreciated since September 30, 1994.  The decrease
in depreciation and amortization for the three month and nine month periods
is partially offset by depreciation on the new tenant finish improvements
at Blankenbaker Business Center 1A.  Depreciation and amortization remained
fairly constant at The Park at the Willows for the three months and nine
months ended September 30, 1995 as compared to the same periods ended
September 30, 1994.
<PAGE>
Liquidity and Capital Resources

Cash provided by operations was $349,585 and $190,033 for the nine months
ended September 30, 1995 and 1994, respectively.  These funds in conjunction
with cash on hand were used to pay a 2% (annualized) cash distribution of
$193,414 (1995 and 1994).  The annualized distribution rate is calculated
as a percent of the original capital contribution.  The limited partners
received 99% and the general partner received 1% of these distributions. 
The primary source of future liquidity and distributions is expected to be
derived from cash generated by the Partnership's properties after adequate
cash reserves are established for future leasing and tenant finish costs.

As of September 30, 1995, the Partnership had two mortgage loans each with
an insurance company in the amount of $3,144,868 and $967,652.  Both
mortgages are due October 5, 2002, currently bear interest at a fixed rate
of 8.375% and are secured by a first mortgage on Park Place Apartments Phase
II.  Current monthly principal payments on both mortgages are based upon a
27-year amortization schedule.  The outstanding principal balance at
maturity based on the current rate of amortization would be $3,607,560
($2,758,723 and $848,837).

As of September 30, 1995, Blankenbaker Business Center 1A, a joint venture
between the Partnership, NTS-Properties IV and NTS-Properties Plus Ltd.,
affiliates of the General Partner, had a mortgage payable with an insurance
company (obtained November 1994) in the amount of $4,571,876.  The mortgage
is recorded as a liability of the Joint Venture and is secured by the assets
of the Joint Venture.  The Partnership's proportionate interest in the
mortgage at September 30, 1995 is $1,432,826.  The mortgage bears interest
at a fixed rate of 8.5% and is due November 15, 2005.  Current monthly
principal payments are based upon an 11-year amortization schedule.  At
maturity, the mortgage will have been repaid based on the current rate of
amortization.

The majority of the Partnership's cash flow is derived from operating
activities.  Cash flows used in investing activities are for capital
improvements at the Partnership's properties and decreases in accounts
payable - construction.  These improvements are funded by cash flow from
operations and capital contributions as previously discussed in the
Partnership's Form 10-K for the year ended December 31, 1994.  Cash flows
used in investing activities are also for the purchase of investment
securities.  As part of its cash management activities, the Partnership has
purchased Certificates of Deposit or securities issued by the U.S.
Government with initial maturities of greater than three months to improve
the return on its excess cash.  The Partnership intends to hold the
securities until maturity.  Cash flows provided by investing activities are
a result of increases in accounts payable - construction.  Cash flows used
in financing activities are for cash distributions, principal payments on
mortgages and note payable and payment of loan costs.  Cash flows provided
by financing activities represent an increase in a note payable.  The net
joint venture capital contribution represents the Partnership's capital
contribution to the Blankenbaker Business Center Joint Venture net the
Partnership's proportionate interest in the joint venture's increase in cash
which resulted from capital contributions.  The Partnership utilizes the
proportionate consolidation method of accounting for joint venture
properties.  The Partnership's interest in the joint venture's assets,
liabilities, revenues and expenses are combined on a line-by-line basis with
the Partnership's own assets, liabilities, revenues and expenses.  The
Partnership does not expect any material changes in the mix and relative
cost of capital resources from those in 1994 except that which is discussed
in the following paragraph.
<PAGE>
Liquidity and Capital Resources - Continued

The demand on future liquidity is anticipated to increase in 1995 as
compared to 1994 as a result of the Blankenbaker Business Center Joint
Venture's permanent financing as discussed on page 11.  The permanent
financing replaced a $4,715,000 note payable which bore interest at a
variable rate of Prime + 1%.  The Prime Rate ranged from 6% to 7.75% during
the first nine months of 1994.  It is anticipated that the cash flow from
operations and cash reserves will be sufficient to meet the needs of the
Partnership.

The table below presents that portion of the distributions that represent
a return of capital on a Generally Accepted Accounting Principle basis for
the nine months ended September 30, 1995 and 1994.

                                    Net Loss       Cash       Return of 
                                   Allocated   Distributions   Capital  

             Limited Partners:
                  1995           $ (121,441)    $  191,479   $  191,479
                  1994             (305,477)       191,479      191,479

             General Partner:
                  1995           $   (1,227)    $    1,935   $    1,935
                  1994               (3,086)         1,935        1,935

In an effort to continue to improve occupancy at the Partnership's
residential properties, the Partnership has an on-site leasing staff,
employees of NTS Development Company, at each of the apartment communities. 
The staff handles all on-site visits from potential residents, coordinates
local advertising with NTS Development Company's marketing staff, makes
visits to local companies to promote fully furnished units and works with
current residents on lease renewals.

The lease at Blankenbaker Business Center 1A provides for the tenant to
contribute toward the payment of common area expenses, insurance and real
estate taxes.  This lease provision, along with the fact that residential
leases are generally for a period of one year, should protect the
Partnership's operations from the impact of inflation and changing prices.
<PAGE>
PART II.  OTHER INFORMATION

1.   Legal Proceedings

     None

2.   Changes in Securities

     None

3.   Defaults upon Senior Securities

     None

4.   Submission of Matters to a Vote of Security Holders

     None

5.   Other Information

     None

6.   Exhibits and Reports on Form 8-K

     (a) Exhibits:

              Exhibit 27. Financial Data Schedule

     (b) Reports on Form 8-K:

         No reports on Form 8-K were filed for the three months ended 
         September 30, 1995.
<PAGE>
                            SIGNATURES


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


                                            NTS-PROPERTIES VII, LTD.      
                                                 (Registrant)


                                       By:NTS-Properties Associates VII
                                          By:NTS Capital Corporation, 
                                             General Partner


                                             /s/ John W. Hampton      
                                                 John W. Hampton
                                                 Senior Vice President


Date: November 10, 1995   


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND FROM THE STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         374,388
<SECURITIES>                                   205,188
<RECEIVABLES>                                    9,923
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      11,540,332
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              12,299,838
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      5,545,346
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   6,491,148
<TOTAL-LIABILITY-AND-EQUITY>                12,299,838
<SALES>                                      1,461,744
<TOTAL-REVENUES>                             1,472,000
<CGS>                                                0
<TOTAL-COSTS>                                1,125,293
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             352,830
<INCOME-PRETAX>                              (122,668)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (122,668)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (122,668)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>THE PARTNERSHIP HAS AN UNCLASSIFIED BALANCE SHEET; THEREFORE, THE VALUE
IS $0.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
        

</TABLE>


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