NTS PROPERTIES VII LTD/FL
8-K, 1998-06-02
REAL ESTATE
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


           PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

Date of Report (Date of earliest event reported)    June 2,1998

                                 (June 1, 1998)

Commission File Number                        0-14695

                             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
incorporation or organization)              No.)

   10172 Linn Station Road
   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


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Item 5.       Other Items

On December 31, 1995,  NTS-Properties  VII (the  "Partnership")  established  an
Interest  Repurchase  Reserve  pursuant  to  Section  16.4 of the  Partnership's
Amended and  Restated  Agreement of Limited  Partnership.  Under  Section  16.4,
limited  partners may request the  Partnership  to repurchase  their  respective
interests  (Units) in the  Partnership.  The  Partnership  notified  the limited
partners  by letter on  February 1, 1996 of the  establishment  of the  Interest
Repurchase Reserve.

As of June 1, 1998,  NTS-Properties VII has elected to move an additional $1,242
to its Interest Repurchase Reserve.  With this funding,  the Partnership will be
able to repurchase up to 207  additional  Units at a price of $6.00 per Unit. If
the  number  of  units  submitted  for  repurchase  exceeds  that  which  can be
repurchased by the Partnership with the current funding,  those additional Units
may or may not be repurchased in subsequent  quarters with  additional  funding.
The above offering price per Unit was  established by the General Partner in its
sole  discretion  and does not purport to  represent  the fair  market  value or
liquidation value of the Unit.
                                                    
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  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:    June 2,1998




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