PLM EQUIPMENT GROWTH & INCOME FUND VII
10-Q, 1996-05-15
EQUIPMENT RENTAL & LEASING, NEC
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                                  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 fiscal quarter ended March 31, 1996.


       [  ]   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 33-40093
                             -----------------------




                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                  (Exact name of registrant as specified in its
                                    charter)


       California                                            94-3168838
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

One Market, Steuart Street Tower
   Suite 900, San Francisco, CA                               94105-1301
     (Address of principal                                    (Zip code)
      executive offices)


        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------




       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>



                          PLM GROWTH & INCOME FUND VII
                             (A Limited Partnership)

                                 BALANCE SHEETS
                            (in thousands of dollars)

                                     ASSETS
<TABLE>
<CAPTION>


                                                                            March 31,          December 31,
                                                                            1996                 1995
                                                                        -----------------------------------

  <S>                                                                    <C>                  <C>       
  Equipment held for operating leases                                    $   59,610           $   58,333
  Less accumulated depreciation                                             (14,710)             (12,796)
                                                                        -----------------------------------
                                                                             44,900               45,537
  Equipment held for sale                                                        --                  156
                                                                        -----------------------------------
    Net equipment                                                            44,900               45,693

  Cash and cash equivalents                                                   8,226               11,965
  Restricted cash                                                               396                  401
  Investments in unconsolidated special purpose entities                     40,914               38,689
  Accounts receivable, net of allowance for
    doubtful accounts of $316 in 1996 and $238 in 1995                          790                  872
  Prepaid expenses                                                               25                   40
  Deferred charges, net of accumulated amortization
    of $322 in 1996 and $268 in 1995                                            518                  534
                                                                        -----------------------------------

  Total assets                                                           $   95,769           $   98,194
                                                                        ===================================


                    LIABILITIES AND PARTNERS' CAPITAL


  Liabilities:

  Accounts payable and accrued expenses                                  $      587           $      270
  Due to affiliates                                                             425                  513
  Note payable                                                               23,000               23,000
  Prepaid deposits and reserve for repairs                                    1,048                1,120
                                                                        -----------------------------------
        Total liabilities                                                    25,060               24,903

  Partners' capital:

  Limited Partners (5,370,297 Depositary Units at March 31,
    1996 and at December 31, 1995)                                           70,709               73,291
  General Partner                                                                --                   --
                                                                        -----------------------------------
        Total partners' capital                                              70,709               73,291
                                                                        -----------------------------------

  Total liabilities and partners' capital                                $   95,769           $   98,194
                                                                        ===================================

</TABLE>


                       See accompanying notes to financial
                                  statements.





<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                (in thousands of dollars except per unit amounts)
<TABLE>
<CAPTION>



                                                                     For the three months
                                                                        ended March 31,
                                                                    1996              1995
                                                                --------------------------------
   <S>                                                           <C>               <C>      
   Revenues:

     Lease revenue                                               $    3,044        $   3,557
     Interest and other income                                          189               87
     Gain (loss) on disposition of equipment                             16                6
                                                                --------------------------------
         Total revenues                                               3,249            3,650

   Expenses:

     Depreciation and amortization                                    2,016            2,850
     Management fees to affiliate                                       158              197
     Repairs and maintenance                                            238              305
     Insurance expense                                                   --               58
     Insurance expense to affiliate                                      10               23
     Interest expense                                                   423               --
     Marine equipment operating expenses                                 18              129
     General and administrative expenses
          to affiliates                                                 140              170
     Other general and administrative expenses                          219              104
     Provision for bad debts                                             77               15
                                                                --------------------------------
         Total expenses                                               3,299            3,851
                                                                --------------------------------

   Equity in net income of unconsolidated
     special purpose entities                                            13               --
                                                                --------------------------------

   Net loss                                                      $      (37)       $    (201)
                                                                ================================

   Partners' share of net income (loss):

     Limited Partners                                            $     (164)       $    (301)
     General Partner                                                    127              100
                                                                --------------------------------

   Total                                                         $      (37)       $    (201)
                                                                ================================

   Net loss per Depositary Unit
     (5,370,297 Units in 1996 and 5,019,254
     in 1995)                                                    $    (0.03)       $     N/A
                                                                ================================

   Cash distributions                                            $    2,545        $   2,135
                                                                ================================

   Cash distributions per Depositary Unit                        $     0.45        $     N/A
                                                                ================================

</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)

                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For
               the period from December 31, 1994 to March 31, 1996
                                 (in thousands)

<TABLE>
<CAPTION>


                                                     Limited                General
                                                    Partners                Partner                  Total
                                                ------------------------------------------------------------------

  <S>                                           <C>                    <C>                      <C>            
  Partners' capital at December 31, 1994        $        66,996        $             --         $        66,996

  Partners' capital contributions                        18,873                      --                  18,873

  Underwriting commissions to affiliates                 (1,320)                     --                  (1,320)

  Syndication costs to affiliates                          (440)                     --                    (440)
                                                ------------------------------------------------------------------

  Partners' capital contributions, net                   17,113                      --                  17,113

  Net income (loss)                                      (1,661)                    470                  (1,191)

  Cash distributions                                     (9,157)                   (470)                 (9,627)
                                                ------------------------------------------------------------------

  Partners' capital at December 31, 1995                 73,291                      --                  73,291

  Net income (loss)                                        (164)                    127                     (37)

  Cash distributions                                     (2,418)                   (127)                 (2,545)
                                                ------------------------------------------------------------------

  Partners' capital at March 31, 1996           $        70,709        $             --         $        70,709
                                                ==================================================================

</TABLE>






















                       See accompanying notes to financial
                                  statements.
<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                             For the three months
                                                                                               ended March 31,
                                                                                           1996                 1995
                                                                                       ------------------------------------
  <S>                                                                                  <C>                   <C>        
  Operating activities:
    Net loss                                                                           $       (37)          $     (201)
    Adjustments to reconcile net loss to net cash
      provided by operating activities
        Gain on disposition of equipment                                                       (16)                  (6)
        Depreciation and amortization                                                        2,016                2,850
        Cash distributions from unconsolidated special purpose
           entities in excess of income                                                      3,385                   --
        Changes in operating assets and liabilities:
          Increase in restricted cash                                                            5                   --
          Accounts receivable, net                                                             (32)                 (38)
          Prepaid expenses                                                                      15                   15
          Accounts payable and accrued expenses                                                317                   50
          Due to affiliates                                                                    (88)                 (15)
          Prepaid deposits and reserve for repairs                                             (72)                  98
                                                                                       ------------------------------------
  Cash provided by operating activities                                                      5,493                2,753
                                                                                       ------------------------------------

  Investing activities:
    Payments for purchase of equipment and capitalized repairs                              (1,367)                 (39)
    Investment in equipment purchased and placed in
       unconsolidated special purpose entities                                              (5,610)                  --
    Payments of acquisition-related fees to affiliate                                          (60)                (358)
    Payments of lease negotiation fees to affiliate                                            (13)                 (80)
    Proceeds from disposition of equipment                                                     388                   78
                                                                                       ------------------------------------
  Cash used in investing activities                                                         (6,662)                (399)
                                                                                       ------------------------------------

  Financing activities:
    Partner's capital contributions, net of syndication and
      underwriting costs                                                                        --               10,483
    Decrease in due to affiliates relating to syndication activities                            --                 (110)
    Cash distributions paid to affiliate                                                      (127)                (100)
    Cash distributions paid to Limited Partners                                             (2,418)              (2,035)
    Payments of debt issuance costs                                                            (25)                  --
    Decrease in subscriptions in escrow, net                                                    --                 (393)
    Decrease in restricted cash                                                                 --                  477
                                                                                       ------------------------------------
  Cash (used in) provided by financing activities                                           (2,570)               8,322
                                                                                       ------------------------------------

  Net (decrease) increase in cash and cash equivalents                                      (3,739)              10,676

  Cash and cash equivalents at beginning of period                                          11,965                  200
                                                                                       ------------------------------------

  Cash and cash equivalents at end of period                                           $     8,226           $   10,876
                                                                                       ====================================

  Supplemental information:
    Interest paid                                                                      $        33           $       --
                                                                                       ====================================
  Supplemental disclosure of noncash investing and financing activities:
    Sales proceeds included in accounts receivable                                     $        98           $       --
                                                                                       ====================================
</TABLE>

                       See accompanying notes to financial
                                  statements.

<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

1.   Opinion of Management

In the opinion of the management of PLM Financial  Services,  Inc. ("FSI"),  the
General Partner,  the accompanying  unaudited  financial  statements contain all
adjustments  necessary,  consisting  primarily of normal recurring accruals,  to
present fairly the  Partnership's  financial  position as of March 31, 1996, the
statements of operations  and the  statements of cash flows for the three months
ended  March 31,  1996 and 1995,  and the  statements  of changes  in  partners'
capital  for the  period  from  December  31,  1994 to March 31,  1996.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted from the  accompanying  financial  statements.  For further
information,  reference  should be made to the  financial  statements  and notes
thereto  included in the  Partnership's  Annual Report on Form 10-K for the year
ended December 31, 1995, on file at the Securities and Exchange Commission.

2.   Cash Distributions

Cash  distributions  are  recorded  when paid and totaled  $2.5 million and $2.1
million for the three months ended March 31, 1996 and 1995,  respectively.  Cash
distributions to investors in excess of net income are considered to represent a
return of capital  using the Generally  Accepted  Accounting  Principles  (GAAP)
basis. All cash distributions to the Limited Partners for the three months ended
March  31,  1996  and  1995,  were  deemed  to  be a  return  of  capital.  Cash
distributions  related to first quarter results of $1.3 million were paid or are
payable  during  April and May 1996,  depending on whether the  individual  unit
holder elected to receive a monthly or quarterly distribution check.

3.   Investments in Unconsolidated Special Purpose Entities

During the second half of 1995, the  Partnership  began to increase the level of
its participation in the ownership of large-ticket  transportation  assets to be
owned and operated jointly with affiliated programs. This trend has continued in
the first quarter of 1996.

Prior to 1996, the  Partnership  accounted for operating  activities  associated
with joint ownership of rental equipment as undivided  interests,  including its
proportionate  share of each  asset  with  similar  wholly-owned  assets  in its
financial  statements.  Under  generally  accepted  accounting  principles,  the
effects of such  activities,  if material,  should be reported  using the equity
method of accounting.  Therefore,  effective  January 1, 1996,  the  Partnership
adopted the equity  method to account for its  investment  in such  jointly-held
assets.

The principle  differences between the previous accounting method and the equity
method relate to the presentation of activities  relating to these assets in the
statement of operations.  Whereas,  under equity  accounting  the  Partnership's
proportionate  share is presented as a single net amount,  "equity in net income
(loss) of unconsolidated  special purpose  entities," under the previous method,
the Partnership's  statement of operations  reflected its proportionate share of
each individual item of revenue and expense. Accordingly, the effect of adopting
the equity method of accounting has no cumulative effect on previously  reported
partner's  capital or on the  Partnership's  net income (loss) for the period of
adoption.  Because the effects on  previously  issued  financial  statements  of
applying the equity method of accounting to investments in jointly-owned  assets
are not considered to be material to such financial statements taken as a whole,
previously issued financial statements have not been restated.  However, certain
items have been  reclassified in the previously  issued balance sheet to conform
to the current period presentation.

During the three  months  ended  March 31,  1996,  the  Partnership  purchased a
partial beneficial  interest in a trust containing five commercial  aircraft for
$5.6 million and incurred acquisition and lease negotiation fees of $0.3 million
to PLM  Transportation  Equipment  Corporation,  an  affiliate  of  the  General
Partner.


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

3.   Investments in Unconsolidated Special Purpose Entities (continued)

The net  investment in  unconsolidated  special  purpose  entities  includes the
following  jointly owned  equipment  (and related  assets and  liabilities)  (in
thousands):
<TABLE>
<CAPTION>

                                                                                         March 31,        December 31,
% Ownership                               Equipment                                   1996                 1995
- - --------------------------------------------------------------------------------------------------------------------
    <S>      <C>                                                                    <C>                 <C>       
    80%      Bulk carrier marine vessel                                             $    9,142          $    8,903
    44%      Bulk carrier marine vessel                                                  3,719               3,836
    24%      767-200ER Commercial aircraft                                               6,700               7,001
    33%      Two trusts that consist of three commercial aircraft, two aircraft
             engines, and portfolio of aircraft rotables                                 8,226              10,664
    29%      Trust that consists of seven commercial aircraft                            7,666               8,285
    20%      Trust that consists of five commercial aircraft                             5,461                  --
                                                                                   ----------------------------------

               Investments in unconsolidated special purpose entities               $   40,914          $   38,689
                                                                                   ==================================
</TABLE>

4.   Equipment

     Owned equipment held for operating leases is stated at cost. Equipment held
for sale is  stated  at the  lower of the  equipment's  depreciated  cost or net
realizable  value and is subject to a pending  contract for sale. The components
of equipment are as follows (in thousands):
<TABLE>
<CAPTION>

                                                  March 31,        December 31,
                                                  1996                 1995
                                              -----------------------------------

  <S>                                            <C>                 <C>        
  Aircraft                                     $   10,450          $    10,450
  Marine vessels                                   22,211               22,211
  Trailers                                         12,744               11,343
  Rail equipment                                    9,487                9,479
  Modular buildings                                 4,718                4,850
                                              -----------------------------------
                                                   59,610               58,333
  Less accumulated depreciation                   (14,710)             (12,796)
                                              -----------------------------------
                                                   44,900               45,537
  Equipment held for sale                              --                  156
                                              -----------------------------------
  Net equipment                                $   44,900          $    45,693
                                              ===================================
</TABLE>

Revenues are earned by placing the equipment in service under operating  leases.
As of March 31, 1996, all equipment in the Partnership's  portfolio was on lease
or operating in  PLM-affiliated  short-term  trailer  rental yards except for 68
trailers.  The net book value of the equipment off-lease was $1.4 million. As of
December 31, 1995, all equipment in the Partnership's  portfolio was on lease or
operating in PLM-affiliated short-term trailer rental yards.

During the three  months  ended March 31, 1996,  six modular  buildings  and one
trailer with an aggregate net book value of $102,000 were sold for $124,000. The
Partnership  also sold 58 trailers,  which were held for sale as of December 31,
1995,  with a net book value of  $156,000  at the date of sale for  proceeds  of
$150,000

During the three months ended March 31, 1995, the Partnership  sold four modular
buildings with a net book value of $72,000 for proceeds of $78,000.

<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

5.   Debt

The General  Partner has entered into a joint $25 million  credit  facility (the
"Committed Bridge Facility") on behalf of the Partnership,  PLM Equipment Growth
Fund II, PLM  Equipment  Growth  Fund III,  PLM  Equipment  Growth  Fund IV, PLM
Equipment  Growth Fund V, PLM Equipment Growth & Income Fund VI and Professional
Lease Management Income Fund I ("Fund I"), all affiliated  investment  programs,
and TEC Acquisub,  Inc. ("TECAI"),  an indirect  wholly-owned  subsidiary of the
General Partner, which may be used to provide interim financing of up to (i) 70%
of the  aggregate  book value or 50% of the  aggregate  net fair market value of
eligible  equipment  owned  by the  Partnership  or Fund  I,  plus  (ii)  50% of
unrestricted  cash held by the borrower.  The Committed  Bridge  Facility became
available on December 20,  1993,  and was amended and restated on September  27,
1995,  to expire on September  30, 1996.  The  Committed  Bridge  Facility  also
provides for a $5 million Letter of Credit Facility for the eligible  borrowers.
Outstanding borrowings by Fund I, TECAI or PLM Equipment Growth Funds II through
VII  reduce the  amount  available  to each  other  under the  Committed  Bridge
Facility.  Individual  borrowings may be outstanding  for no more than 179 days,
with all advances due no later than  September 30, 1996.  The  Committed  Bridge
Facility  prohibits the Partnership from incurring any additional  indebtedness.
Interest  accrues at either the prime  rate or  adjusted  LIBOR plus 2.5% at the
borrowers  option and is set at the time of an advance of funds.  Borrowings  by
the Partnership are guaranteed by the General Partner. As of March 31, 1996, the
PLM Equipment Growth Fund VI had $11,220,000 in outstanding borrowings under the
Committed Bridge Facility,  PLM Equipment Growth Fund V had $5,610,000 and TECAI
had $7,706,000 in outstanding  borrowings and neither the Partnership nor any of
the other programs had any outstanding borrowings.




















                      (this space intentionally left blank)


<PAGE>



Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

(I)  RESULTS OF OPERATIONS

Comparison of the Partnership's Operating Results for the Three Months Ended 
March 31, 1996 and 1995

(A)  Revenues

PLM  Equipment  Growth & Income Fund VII was in the equity  raising stage during
the  first  four  months of 1995.  As of March 31,  1996,  the  Partnership  had
purchased  and placed into service $115 million of owned  equipment  and jointly
owned assets reported as investments in unconsolidated  special purpose entities
compared  to $79  million  at March 31,  1995.  Revenues  of $3.2  million  were
generated for the three months  ending March 31, 1996,  compared to $3.7 million
for the same period in 1995. The primary reason for the decrease is due to lower
lease revenues.

Lease  revenues  decreased to $3.04 million for the three months ended March 31,
1996,  when compared to the same period in 1995.  The  following  table list the
changes by equipment type (in thousands) :

                                                   For the three months
                                                        ended March 31,
                                                    1996              1995
                                              ---------------------------------
  Aircraft                                     $     564          $      295
  Marine vessels                                     964               1,749
  Trailers                                           552                 687
  Railcars                                           626                 608
  Modular buildings                                  338                 218
                                              ---------------------------------
                                               $   3,044          $    3,557
                                              =================================

Although net income was not affected by the change in accounting for investments
in unconsolidated special purpose entities (see note 3 to financial statements),
lease revenues  attributable to unconsolidated  special purpose entities totaled
$3.0 million in the first quarter of 1996,  which included $1.8 million and $1.2
million for aircraft and marine vessels revenue, respectively, which represented
revenues  for  jointly-owned  assets  (refer  to the  "Equity  in net  income of
unconsolidated  special purpose entities" section below).  The remaining changes
in 1996 lease revenues from owned equipment are explained below:

     a) an increase of $0.3 million in aircraft revenues is due primarily to the
purchase and lease of 2 commercial  aircraft and 4 aircraft  engines  during the
later part of 1995. This equipment was on lease the full first quarter of 1996;

     b) the decrease  $0.1 million in trailer  revenues is due  primarily to the
sale of equipment which was on lease during the same period of 1995;

     c) the increase of $0.1 million in modular  building  revenues is due to an
increase in the  utilization  of this equipment when compared to the same period
of 1995.

Interest  income and other increased $$0.1 million during the three months ended
March  31,  1996 when  compared  to the same  period of 1995 due to higher  cash
balances available for investment.

(B)  Expenses

Total  expenses  of $3.3  million  for the three  months  ended  March 31,  1996
decreased  from $3.9  million for the same period of 1995.  The decrease in 1996
expenses was  attributable to a reduction in depreciation  and  amortization and
repairs and maintenance  expenses offset,  in part, by increases in interest and
administrative expenses.

Although net income was not affected by the change in accounting for investments
in   unconsolidated   special  purpose   entities,   expenses   attributable  to
unconsolidated  special  purpose  entities  totaled  $2.9  million  in the first
quarter of 1996,  which  included $1.8 million and $1.1 million for aircraft and
marine  vessels  expenses,  respectively,  which  represented  depreciation  and
amortization,  management fees,  marine operating and  administrative  and other
expenses  for  jointly-owned  assets  (refer  to the  "Equity  in net  income of
unconsolidated  special purpose entities" section below).  The remaining changes
in 1996 expenses are explained below:

     a) Depreciation and amortization expense increased $0.2 million during 1996
when compared to 1995, due to the equipment which was purchased throughout 1995,
offset, in part, by the Partnership's use of the  double-declining  depreciation
method

     b) Interest  expenses  increased $0.4 million during 1996. The increase was
the result of the Partnership's increase in long term debt of $23.0 million when
compared to the same period of 1995.

(C)      Equity in net income of unconsolidated special purpose entities

Equity in net income of unconsolidated  special purpose entities  represents the
net income  generated from  jointly-owned  assets accounted for under the equity
method (see note 3 to financial statements).

At March 31 1996 and 1995, the Partnership's  interest in a jointly owned marine
vessel was affected by this change.  The  revenues  generated by this  equipment
increased  $0.4 million due to the change in the lease of the marine vessel from
bareboat charter to time charter.  Marine operating expenses also increased $0.2
million  due to the change  from  bareboat  charter in which the lessee pays for
operating expenses,  to a time charter in which the Partnership pays for certain
operating expenses.

As of March 31 1996, the Partnership had acquired a partial beneficial  interest
in four trusts which is comprised of 15 commercial  aircraft, 2 aircraft engines
and a portfolio of rotable  components.  Revenues earned by these trusts of $1.8
million were offset by depreciation expense of $1.8 million.

(D)  Net Loss

The  Partnership's  net loss of $37,000 for the three  months  ending  March 31,
1996,  decreased from a net loss of $201,000 during the same period in 1995. The
Partnership's  ability to acquire,  operate, or liquidate assets, secure leases,
and  re-lease  those  assets  whose  leases  expire  during the  duration of the
Partnership is subject to many factors and the Partnership's performance for the
three months  ending March 31, 1996,  is not  necessarily  indicative  of future
periods. In the three months ending March 31, 1996, the Partnership  distributed
$2.4 million to the Limited Partners, or $0.45 per Limited Partnership Unit.

(II) FINANCIAL CONDITION - CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS

The General Partner purchased the Partnership's initial equipment portfolio with
capital raised from its initial equity  offering and permanent debt financing of
$23  million.  No further  capital  contributions  from  original  partners  are
permitted under the terms of the Partnership's  Limited  Partnership  Agreement.
The Partnership relies on operating cash flow to meet its operating obligations,
make cash  distributions  to partners and increase the  Partnership's  equipment
portfolio with any remaining  available surplus cash. For the three months ended
March 31, 1996, the Partnership  generated sufficient operating cash to meet its
operating obligations and pay distributions.

The General  Partner has entered into a joint $25 million  credit  facility (the
"Committed Bridge Facility") on behalf of the Partnership,  PLM Equipment Growth
Fund II, PLM  Equipment  Growth  Fund III,  PLM  Equipment  Growth  Fund IV, PLM
Equipment  Growth Fund V, PLM Equipment Growth & Income Fund VI and Professional
Lease Management Income Fund I ("Fund I"), all affiliated  investment  programs,
and TEC Acquisub,  Inc. ("TECAI"),  an indirect  wholly-owned  subsidiary of the
General Partner, which may be used to provide interim financing of up to (i) 70%
of the  aggregate  book value or 50% of the  aggregate  net fair market value of
eligible  equipment  owned  by the  Partnership  or Fund  I,  plus  (ii)  50% of
unrestricted  cash held by the borrower.  The Committed  Bridge  Facility became
available on December 20,  1993,  and was amended and restated on September  27,
1995,  to expire on September  30, 1996.  The  Committed  Bridge  Facility  also
provides for a $5 million Letter of Credit Facility for the eligible  borrowers.
Outstanding borrowings by Fund I, TECAI or PLM Equipment Growth Funds II through
VII  reduce the  amount  available  to each  other  under the  Committed  Bridge
Facility.  Individual  borrowings may be outstanding  for no more than 179 days,
with all advances due no later than  September 30, 1996.  The  Committed  Bridge
Facility  prohibits the Partnership from incurring any additional  indebtedness.
Interest  accrues at either the prime  rate or  adjusted  LIBOR plus 2.5% at the
borrowers  option and is set at the time of an advance of funds.  Borrowings  by
the Partnership are guaranteed by the General Partner. As of March 31, 1996, the
PLM Equipment Growth Fund VI had $11,220,000 in outstanding borrowings under the
Committed Bridge Facility,  PLM Equipment Growth Fund V had $5,610,000 and TECAI
had $7,706,000 in outstanding  borrowings and neither the Partnership nor any of
the other programs had any  outstanding  borrowings.  The General  Partner is in
negotiation  to  renew  the  Committed  Bridge  Facility  and  believes  it will
successfully  negotiate an extension of the Committed  Bridge  Facility prior to
expiration on terms,  at least,  as favorable as those in the current  Committed
Bridge Facility.

(III)    TRENDS

The Partnership's operation of a diversified equipment portfolio in a broad base
of markets is  intended  to reduce its  exposure  to  volatility  in  individual
equipment  sectors.   Throughout  1995  and  the  first  part  of  1996,  market
conditions,  supply and demand equilibrium,  and other factors varied in several
markets.  In  the  refrigerated   over-the-road   trailer  markets,   oversupply
conditions, industry consolidations, and other factors resulted in falling rates
and lower returns. In the dry over-the-road trailer markets, strong demand and a
backlog of new equipment  deliveries produced high utilization and returns.  The
marine  vessel and rail markets  could be generally  categorized  by  increasing
rates as the demand for equipment is increasing faster than new additions net of
retirements.  Finally,  demand for narrowbody  stage II aircraft,  such as those
owned  by  the  Partnership,  has  increased  as  expected  savings  from  newer
narrowbody  aircraft have not  materialized and deliveries of the newer aircraft
have slowed down. These trends are expected to continue for the near term. These
different markets have had individual  effects on the performance of Partnership
equipment - in some cases resulting in declining performance,  and in others, in
improved performance.

         The ability of the Partnership to realize acceptable lease rates on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
governmental or other regulations,  and others. The  unpredictability of some of
these  factors,  or of their  occurrence,  makes it  difficult  for the  General
Partner to clearly define trends or influences  that may impact the  performance
of the Partnership's  equipment.  The General Partner continuously monitors both
the equipment  markets and the  performance  of the  Partnership's  equipment in
these  markets.  The  General  Partner  may make an  evaluation  to  reduce  the
Partnership's  exposure  to  equipment  markets in which it  determines  that it
cannot operate equipment and achieve acceptable rates of return.  Alternatively,
the General Partner may make a determination to enter equipment markets in which
it perceives  opportunities to profit from supply-demand  instabilities or other
market imperfections.

The  Partnership  intends to use  excess  cash flow,  if any,  after  payment of
expenses, loan principal, and cash distributions to acquire additional equipment
during the first  seven years of  Partnership  operations.  The General  Partner
believes these  acquisitions  may cause the  Partnership to generate  additional
earnings and cash flow for the Partnership.



<PAGE>



                           PART II - OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.


<PAGE>



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.



                                     PLM EQUIPMENT GROWTH FUND & INCOME FUND VII
                                     By:      PLM Financial Services, Inc.
                                              General Partner



Dated:  May 14, 1996                 By:      /S/ David J. Davis
                                               ------------------
                                              David J. Davis
                                              Vice President and
                                              Corporate Controller















































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<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
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                                0
                                          0
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