UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-QSB

__X__   QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE
        ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       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 0-12593
                                                -------


                         PHOENIX LEASING INCOME FUND VII
--------------------------------------------------------------------------------
                                   Registrant

           California                                    68-0001202
----------------------------------            ----------------------------------
      State of Jurisdiction                   I.R.S. Employer Identification No.


2401 Kerner Boulevard, San Rafael, California                     94901-5527
--------------------------------------------------------------------------------
    Address of Principal Executive Offices                         Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                           --------------

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
preceding requirements for the past 90 days.

                               Yes __X__ No _____

345,431 Units of Limited  Partnership  Interest were  outstanding as of June 30,
1998.

Transitional small business disclosure format:

                               Yes _____ No __X__



                                  Page 1 of 12


<PAGE>



                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                          June 30,  December 31,
                                                            1998        1997
                                                            ----        ----
ASSETS
Cash and cash equivalents                                  $1,159     $  333

Accounts  receivable (net of allowance
   for losses on accounts  receivable of $17
   and $37 at June 30, 1998 and December 31,
   1997, respectively)                                         26         33

Notes receivable (net of allowance for losses
   on notes receivable of $0 and $55 at June 30,
   1998 and December 31, 1997, respectively)                 --          601

Equipment on operating leases and held for
   lease (net of accumulated depreciation of
   $484 and $715 at June 30, 1998 and December
   31, 1997, respectively)                                   --         --

Property, cable systems and equipment (net
   of accumulated depreciation of $546 and
   $472 at June 30, 1998 and December 31,
   1997, respectively)                                        713        774

Cable subscriber lists and franchise rights
   (net of accumulated amortization of $754
   and $660 at June 30, 1998 and December 31,
   1997, respectively)                                        538        632

Investment in joint ventures                                  402        410

Other assets                                                  210        179
                                                           ------     ------

     Total Assets                                          $3,048     $2,962
                                                           ======     ======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses                   $  352     $  352

   Liquidation fees payable to General Partner                953        953
                                                           ------     ------

     Total Liabilities                                      1,305      1,305
                                                           ------     ------

Partners' Capital

   General Partner                                            360        348

   Limited Partners, 480,000 units
     authorized, 366,432 units issued and
     345,431 and 345,496 units outstanding
     at June 30, 1998 and December 31, 1997,
     respectively                                           1,364      1,298

   Unrealized gains on available-for-sale securities           19         11
                                                           ------     ------

     Total Partners' Capital                                1,743      1,657
                                                           ------     ------

     Total Liabilities and Partners' Capital               $3,048     $2,962
                                                           ======     ======

        The accompanying notes are an integral part of these statements.

                                        2

<PAGE>






                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                            Three Months Ended Six Months Ended
                                                 June 30,          June 30,
                                              1998     1997     1998     1997
                                              ----     ----     ----     ----
INCOME

   Cable subscriber revenues                  $ 150    $ 154   $ 299   $ 300
   Rental income                                  7        7      48      81
   Equity in earnings from joint
     ventures, net                               10       75      15     107
   Interest income, notes receivable            --       --      151      18
   Other income                                  18       21      33      35
                                              -----    -----   -----   -----
     Total Income                               185      257     546     541
                                              -----    -----   -----   -----

EXPENSES

   Depreciation and amortization                 72       72     168     144
   Lease related operating expenses             --       --      --        2
   Cable systems operations                      75       73     146     152
   Management fees to General Partner             6        9      60      21
   Provision for losses on receivables            1        2       3       3
   Reimbursed administrative cost to
     General Partner                              2      --        3     --
   General and administrative expenses           51       50     110     110
                                              -----    -----   -----   -----
     Total Expenses                             207      206     490     432
                                              -----    -----   -----   -----

Net income (loss) before income taxes           (22)      51      56     109
Income tax benefit                                1      --       22       3
                                              -----    -----   -----   -----

NET INCOME (LOSS)                             $ (21)   $  51   $  78   $ 112
                                              =====    =====   =====   =====


NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                           $(.05)   $ .12   $ .19   $ .27
                                              =====    =====   =====   =====

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                           $ --     $ --    $ --    $3.78
                                              =====    =====   =====   =====

ALLOCATION OF NET INCOME (LOSS):
     General Partner                          $  (3)   $   8   $  12   $  17
     Limited Partners                           (18)      43      66      95
                                              -----    -----   -----   -----

                                              $ (21)   $  51   $  78   $ 112
                                              =====    =====   =====   =====

        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>




                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Six Months Ended
                                                                  June 30,
                                                              1998        1997
                                                              ----        ----
Operating Activities:
   Net income                                               $    78     $   112

   Adjustments to reconcile net income to
     net cash provided by operating
     activities:
       Depreciation and amortization                            168         144
       Gain on sale of equipment                                 (1)         (2)
       Equity in earnings from joint ventures, net              (15)       (107)
       Provision for losses on accounts receivable                3           3
       Decrease (increase) in accounts receivable                 4         (10)
       Decrease in accounts payable and accrued expenses       --           (18)
       Increase in deferred income tax asset                    (22)         (2)
       Increase in other assets                                  (1)        (12)
                                                            -------     -------

Net cash provided by operating activities                       214         108
                                                            -------     -------

Investing Activities:
   Principal payments, notes receivable                         601        --
   Proceeds from sale of equipment                                1           2
   Distributions from joint ventures                             23         202
   Property, cable systems and equipment                        (13)        (27)
                                                            -------     -------

Net cash provided by investing activities                       612         177
                                                            -------     -------

Financing Activities:
   Distributions to partners                                   --        (1,307)
                                                            -------     -------

Net cash used by financing activities                          --        (1,307)
                                                            -------     -------

Increase (decrease) in cash and cash equivalents                826      (1,022)

Cash and cash equivalents, beginning of period                  333       2,155
                                                            -------     -------

Cash and cash equivalents, end of period                    $ 1,159     $ 1,133
                                                            =======     =======



        The accompanying notes are an integral part of these statements.

                                        4

<PAGE>




                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.       General.
              -------

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

         The Partnership  Agreement  stipulates the methods by which income will
be allocated to the General Partner and the limited  partners.  Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles  for book purposes,  which varies from income or loss  calculated for
tax purposes.

         The  calculation  of items of income and loss for book and tax purposes
may result in book basis  capital  accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner  will  be  determined  based  on the  tax  basis  capital  accounts.  At
liquidation  of the  Partnership,  the General  Partner's  remaining  book basis
capital  accounts  will be reduced to zero through the  allocation  of income or
loss.

         Phoenix  Cablevision of Oregon, Inc. has entered into an Asset Purchase
Agreement dated July 9, 1998 to sell all or substantially all of its assets with
a net  carrying  value of $1.3  million at June 30, 1998 for $2  million.  Cash,
accounts  receivable,  marketable  securities  and similar  investments  will be
excluded from the sale.

Note 2.       Reclassification.
              ----------------

         Reclassification  - Certain  1997  amounts  have been  reclassified  to
conform to the 1998 presentation.

Note 3.       Income Taxes.
              ------------

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.

         Phoenix  Cablevision of Oregon,  Inc. (the Subsidiary) is a corporation
subject to state and  federal tax  regulations.  The  Subsidiary  reports to the
taxing  authority on the accrual basis.  When income and expenses are recognized
in  different  periods  for  financial  reporting  purposes  than for income tax
purposes,  deferred taxes are provided for such differences  using the liability
method.

Note 4.       Notes Receivable.
              ----------------

         Impaired  Notes  Receivable.  At June 30, 1998,  the net  investment in
notes is $0. The average  recorded  investment in impaired  loans during the six


                                        5

<PAGE>



months  ended June 30, 1998 and 1997 was  approximately  $27,000  and  $661,000,
respectively.

         The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:
                                                        1998            1997
                                                        ----            ----
                                                       (Amounts in Thousands)

         Beginning balance                              $ 55            $359
             Provision for losses                        --              --
             Write downs                                 (55)            --
                                                        ----            ----
         Ending balance                                 $--             $359
                                                        ====            ====


         The Partnership  wrote-off the outstanding  note receivable  balance of
$55,000  during the three  months  ended June 30,  1998 from a cable  television
system  operator which was considered to be impaired.  This note  receivable had
been fully reserved for in a previous year.

Note 5.       Net Income (Loss) and Distributions Per Limited Partnership Unit.
              ----------------------------------------------------------------

         Net income (loss) and distributions  per limited  partnership unit were
based on the limited partners' share of net income (loss) and distributions, and
the weighted average number of units  outstanding of 345,431 and 345,974 for the
six  months  ended  June 30,  1998  and  1997,  respectively.  For  purposes  of
allocating income (loss) and  distributions to each individual  limited partner,
the Partnership  allocates net income (loss) and  distributions  based upon each
respective  limited  partner's ending capital account  balance.  The use of this
method  accurately   reflects  each  limited  partner's   participation  in  the
partnership  including  reinvestment through the Capital Accumulation Plan. As a
result,  the  calculation  of net income  (loss) and  distributions  per limited
partnership  unit is not indicative of per unit income (loss) and  distributions
due to reinvestments through the Capital Accumulation Plan.

Note 6.       Investment in Joint Ventures.
              ----------------------------

Equipment Joint Ventures
------------------------

         The aggregate financial  information of the equipment joint ventures is
presented as follows:

                                         June 30,             December 31,
                                           1998                   1997
                                           ----                   ----
                                             (Amounts in Thousands)

         Assets                            $942                   $988
         Liabilities                         50                     58
         Partners' Capital                  892                    930

                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                      1998      1997       1998     1997
                                      ----      ----       ----     ----
                                             (Amounts in Thousands)

         Revenue                       $ 18      $466      $ 48      $952
         Expenses                         2       252        16       461
         Net Income                      16       214        32       491



                                        6

<PAGE>




Financing Joint Ventures
------------------------

         The aggregate financial  information of the equipment joint ventures is
presented as follows:

                                                June 30,  December 31,
                                                  1998        1997
                                                  ----        ----
                                                (Amounts in Thousands)

         Assets                                   $49         $39
         Liabilities                               10          11
         Partners' Capital                         39          28

                                        Three Months Ended  Six Months Ended
                                             June 30,           June 30,
                                          1998      1997     1998     1997
                                          ----      ----     ----     ----
                                                (Amounts in Thousands)

         Revenue                           $42      $ 6      $62       $20
         Expenses                            2        2        3         5
         Net Income                         40        4       59        15

Foreclosed Cable Systems Joint Venture
--------------------------------------

         The aggregate  financial  information of the  foreclosed  cable systems
joint ventures is presented as follows:


                                                June 30,  December 31,
                                                  1998        1997
                                                  ----        ----
                                                (Amounts in Thousands)


         Assets                                   $1,795      $1,809
         Liabilities                                 343         358
         Partners' Capital                         1,452       1,451


 
                                        Three Months Ended  Six Months Ended
                                             June 30,           June 30,
                                          1998      1997     1998     1997
                                          ----      ----     ----     ----
                                                (Amounts in Thousands)

         Revenue                           $ 229    $ 225    $ 448    $ 436
         Expenses                            222      225      447      448
         Net Income (Loss)                     7     --          1      (12)




                                        7

<PAGE>



                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY


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


Results of Operations

         Phoenix  Leasing  Income  Fund  IV  and  Subsidiary  (the  Partnership)
reported  a net loss of $21,000  and net income of $78,000  during the three and
six months  ended June 30,  1998,  respectively,  as  compared  to net income of
$51,000 and $112,000 during the same periods in the preceding year.

         Total revenues decreased by $72,000 for the three months ended June 30,
1998,  as compared to the same period in the  previous  year.  This  decrease is
primarily the result of a decrease in earnings from joint ventures. In contrast,
total  revenues  increased by $5,000 for the six months ended June 30, 1998,  as
compared to the same period in the  previous  year.  This  increase is due to an
increase  in interest  income from notes  receivable  of  $133,000,  offset by a
decrease  in rental  income of  $33,000  and  earnings  from joint  ventures  of
$92,000.

         The increase in interest  income from notes  receivable of $133,000 for
the six months  ended June 30,  1998,  compared  to the same period in the prior
year, is due to the Partnership  receiving  settlement proceeds from a defaulted
notes receivable.  The Partnership received proceeds of $752,000 as a settlement
on a note with a carrying value of $601,000.

         The decline in rental  income for the six months  ended June 30,  1998,
compared  to the same  period in the prior  year,  is the  result of an  overall
reduction  in the size of the  equipment  portfolio  due to ongoing  sales.  The
aggregate  original  cost of  equipment  owned  directly by the  Partnership  is
$599,000 at June 30, 1998, as compared to $2.1 million at June 30, 1997.

         Total  expenses  increased  by $1,000 and $58,000 for the three and six
months ended June 30, 1998, respectively, as compared to the same periods in the
prior year. The increase in expenses, for the six months ended June 30, 1998, is
primarily  attributable to an increase in management fees to the General Partner
of $39,000 and an increase in depreciation  expense of $24,000.  The increase in
management  fees is  attributable  to the  settlement  proceeds  received from a
defaulted notes receivable,  previously discussed. Depreciation and amortization
increased due to an increase in the cable system depreciation.

         Because Phoenix Leasing Income Fund VII is in its liquidation stage, it
is not expected that the Partnership  will acquire any additional  equipment for
its leasing  activities.  As a result,  revenues  from  leasing  activities  are
expected to continue to decline.

Cable System
------------

         The Partnership  acquired a cable system in satisfaction of a defaulted
note receivable held by the Partnership. Both cable subscriber revenue and cable
system operations expenses remained relatively the same for the six months ended
June 30, 1998, as compared to the same period in 1997.

Joint Ventures
--------------

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment


                                        8

<PAGE>



leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
liquidated.

         Earnings  from  equipment  and financing  joint  ventures  decreased by
$65,000  and  $92,000  for the  three  and  six  months  ended  June  30,  1998,
respectively, as compared to the same periods in the prior year. The decrease in
earnings from equipment joint ventures of $70,000 and $99,000, for the three and
six months ended June 30, 1998, respectively, is a result of one equipment joint
venture having sold its remaining  equipment and note receivable during the year
ended December 31, 1997. The increase in earnings from financing  joint ventures
of $5,000  and  $7,000,  for the  three  and six  months  ended  June 30,  1998,
respectively, is due to the increase in interest income from notes receivable.

Liquidity and Capital Resources

         The  Partnership's  primary  source of liquidity  comes from  equipment
leasing and financing  activities.  The Partnership has contractual  obligations
with lessees for fixed lease terms at fixed rental  amounts.  The  Partnership's
future  liquidity is dependent  upon its receiving  payment of such  contractual
obligations. As the initial lease terms expire, the Partnership will continue to
renew,  remarket or sell the  equipment.  The future  liquidity in excess of the
remaining contractual obligations will depend upon the General Partner's success
in re-leasing and selling the Partnership's equipment as it comes off lease. The
Partnership also owns a cable television system and has investments in equipment
leasing and foreclosed cable television system joint ventures.

         During the six months  ended June 30,  1998,  the net cash  provided by
leasing,  financing and cable  television  activities was $815,000,  compared to
$108,000 for the same period in the year.  The net increase in cash generated is
due to the receipt of a note receivable  settlement  during the six months ended
June 30, 1998.

         Distributions  from joint  ventures is another source of cash generated
by the Partnership.  The Partnership received  distributions from joint ventures
of $23,000 for the six months ended June 30, 1998,  compared to $202,000 for the
same period in 1997.  Distributions  from  equipment  joint  ventures  decreased
$182,000 for the six months ended June 30, 1998,  compared to the same period in
the prior year,  due to the closure of one  equipment  joint  venture as well as
another  equipment  joint venture  experiencing  a decline in cash available for
distributions  as a result of a reduction  in rental  income and sales  proceeds
received. Distributions from financing joint ventures were $7,000 and $4,000 for
the six months ended June 30, 1998 and 1997, respectively.

         As of June 30, 1998,  the  Partnership  owned  equipment held for lease
with a  purchase  price of  $561,000  and a net book  value  of $0  compared  to
$1,859,000  and $0,  respectively  at June 30,  1997.  The  General  Partner  is
actively engaged,  on behalf of the Partnership,  in remarketing and selling the
Partnership's off-lease equipment portfolio.

         The Limited  Partners  received  distributions of $0 and $1,307,000 for
the six months  ended June 30,  1998 and 1997,  respectively.  As a result,  the
cumulative  cash  distributions  to the Limited  Partners  are  $84,744,000  and
$83,887,000 at June 30, 1998 and 1997, respectively. The General Partner did not
receive  distributions  during the six months ended June 30, 1998 and 1997. 

         As the Partnership's  asset portfolio  continues to decline as a result
of the on-going  liquidation  of assets,  it is expected that the cash generated
from  leasing  operations  will  also  decline.   It  is  anticipated  that  the
Partnership  will be fully  liquidated by its  termination  date of December 31,
1998.



                                        9

<PAGE>



         Cash on hand  and  cash  generated  from  cable  television,  equipment
leasing and financing  operations  has been and is anticipated to continue to be
sufficient to meet the Consolidated Partnership's ongoing operational expenses.








                                       10

<PAGE>



                         PHOENIX LEASING INCOME FUND VII

                                  June 30, 1998

                           Part II. Other Information.
                                    -----------------


Item 1.       Legal Proceedings.
              -----------------

              On October 28, 1997 a Class  Action  Complaint  was filed  against
Phoenix  Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,
Phoenix  Securities Inc. and Phoenix American  Incorporated (the "Companies") in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fidicuary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Plaintiffs  are expected to serve an amended  complaint on August
14, 1998. Discovery has not commenced. The Companies intend to vigorously defend
the Complaint.

Item 2.       Changes in Securities.  Inapplicable
              ---------------------

Item 3.       Defaults Upon Senior Securities.  Inapplicable
              -------------------------------

Item 4.       Submission of Matters to a Vote of Securities Holders.
              -----------------------------------------------------
              Inapplicable

Item 5.       Other Information.  Inapplicable
              -----------------

Item 6.       Exhibits and Reports on 8-K:
              ---------------------------

              a)  Exhibits:

                  (27)       Financial Data Schedule

              b)  Reports on 8-K: None



                                       11

<PAGE>






                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                           PHOENIX LEASING INCOME FUND VII
                                           -------------------------------
                                                   (Registrant)


    Date                       Title                             Signature
    ----                       -----                             ---------


August 13, 1998      Executive Vice President,             /S/ GARY W. MARTINEZ
---------------      Chief Operating Officer               --------------------
                     and a Director of                     (Gary W. Martinez)
                     Phoenix Leasing Incorporated  
                     General Partner               
                     


August 13, 1998      Chief Financial Officer,              /S/ HOWARD SOLOVEI
---------------      Treasurer and a Director of           --------------------
                     Phoenix Leasing Incorporated          (Howard Solovei)
                     General Partner               
                     


August 13, 1998      Senior Vice President,                /S/ BRYANT J. TONG
---------------      Financial Operations                  --------------------
                     (Principal Accounting Officer)        (Bryant J. Tong)
                     and a Director of              
                     Phoenix Leasing Incorporated   
                     General Partner                

                                       12