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  SEPTEMBER  30,  2002


     [  ]    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 0-26594
                             _______________________




                     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.)

          450 CARILLON PARKWAY, SUITE 200
                  ST. PETERSBURG, FL                        33716
                (Address of principal                     (Zip code)
                 executive offices)


       Registrant's telephone number, including area code: (727) 803-8200
                             _______________________


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 EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                            CONDENSED BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                 September 30,    December 31,
                                                                     2002             2001
                                                                ===============================
<S>                                                             <C>              <C>
ASSETS

Equipment held for operating leases, at cost . . . . . . . . .  $       79,868   $      79,955
Less accumulated depreciation. . . . . . . . . . . . . . . . .         (47,705)        (42,910)
                                                                ---------------  --------------
  Net equipment. . . . . . . . . . . . . . . . . . . . . . . .          32,163          37,045


Cash and cash equivalents. . . . . . . . . . . . . . . . . . .          10,114           3,129
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . .             258              75
Accounts receivable, less allowance for doubtful accounts
    of $1,060 in 2002 and $306 in 2001 . . . . . . . . . . . .           1,663           1,764
Investments in unconsolidated special-purpose entities . . . .           7,187           8,409
Deferred charges, net of accumulated amortization
    of $413 in 2002 and $324 in 2001 . . . . . . . . . . . . .             141             229
Prepaid expenses and other assets. . . . . . . . . . . . . . .             151              91
                                                                ---------------  --------------
      Total assets . . . . . . . . . . . . . . . . . . . . . .  $       51,677   $      50,742
                                                                ===============  ==============
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses. . . . . . . . . . . . .  $          488   $         959
Due to affiliates. . . . . . . . . . . . . . . . . . . . . . .             782             609
Lessee deposits and reserve for repairs. . . . . . . . . . . .           1,236             945
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .          14,000          14,000
                                                                ---------------  --------------
  Total liabilities. . . . . . . . . . . . . . . . . . . . . .          16,506          16,513
                                                                ---------------  --------------

Commitments and contingencies

Partners' capital:
Limited partners (4,981,450 limited partnership units in 2002
    and 5,041,936 in 2001) . . . . . . . . . . . . . . . . . .          35,171          34,229
General Partner. . . . . . . . . . . . . . . . . . . . . . . .              --              --
                                                                ---------------  --------------
  Total partners' capital. . . . . . . . . . . . . . . . . . .          35,171          34,229
                                                                ---------------  --------------

      Total liabilities and partners' capital. . . . . . . . .  $       51,677   $      50,742
                                                                ===============  ==============
</TABLE>















       See accompanying notes to unaudited condensed financial statements.

<PAGE>

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                       CONDENSED STATEMENTS OF OPERATIONS
         (in thousands of dollars, except weighted-average unit amounts)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                For the Three Months    For the Nine Months
                                                 Ended September 30,    Ended September 30,
                                                 2002          2001     2002        2001
                                                =========================================
<S>                                             <C>       <C>         <C>       <C>
REVENUES

Lease revenue. . . . . . . . . . . . . . . . .  $   3,820  $   4,001   $ 11,520  $ 12,120
Interest and other income. . . . . . . . . . .         32         50         74       186
Gain on disposition of equipment . . . . . . .         44          8         46        22
                                                ---------  ---------   --------  --------
    Total revenues . . . . . . . . . . . . . .      3,896      4,059     11,640    12,328
                                                ---------  ---------   --------  --------
EXPENSES

Depreciation and amortization. . . . . . . . .      1,638      2,015      4,917     6,055
Repairs and maintenance. . . . . . . . . . . .        500        502      1,303     1,265
Equipment operating expense. . . . . . . . . .        435        450      1,301     1,236
Insurance expense. . . . . . . . . . . . . . .        120        136        374       353
Management fees to affiliate . . . . . . . . .        188        213        571       642
Interest expense . . . . . . . . . . . . . . .        254        316        763     1,006
General and administrative expenses
      to affiliates. . . . . . . . . . . . . .         22         68        186       362
Other general and administrative expenses. . .        380        169        722       571
Provision for (recovery of) bad debts. . . . .        235       (10)        764        15
                                                ---------  ---------   --------  --------
    Total expenses . . . . . . . . . . . . . .      3,772      3,859     10,901    11,505
                                                ---------  ---------   --------  --------
Equity in net income (loss) of unconsolidated
      special-purpose entities . . . . . . . .         84      (339)        119     1,696
                                                ---------  ---------   --------  --------
Net income (loss). . . . . . . . . . . . . . .  $     208  $   (139)   $    858  $  2,519
                                                =========  =========   ========  ========
PARTNERS' SHARE OF NET INCOME (LOSS)

Limited partners . . . . . . . . . . . . . . .  $     208  $   (139)   $    858  $  2,393
General Partner. . . . . . . . . . . . . . . .         --         --         --       126
                                                ---------  ---------   --------  --------
Total. . . . . . . . . . . . . . . . . . . . .  $     208  $   (139)   $    858  $  2,519
                                                =========  =========   ========  ========
Net income (loss) per weighted-average
    limited partnership unit . . . . . . . . .  $    0.04  $  (0.03)   $   0.17  $   0.45
                                                =========  =========   ========  ========
Cash distributions . . . . . . . . . . . . . .  $      --  $      --   $     --  $  1,422
                                                =========  =========   ========  ========
Cash distributions per weighted-average
    limited partnership unit . . . . . . . . .  $      --  $      --   $     --  $   0.24
                                                =========  =========   ========  ========
</TABLE>








       See accompanying notes to unaudited condensed financial statements.

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
              CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
           FOR THE PERIOD FROM DECEMBER 31, 2000 TO SEPTEMBER 30, 2002
                            (in thousands of dollars)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                 Limited     General
                                                 Partners    Partner    Total
                                                ===============================
<S>                                             <C>         <C>        <C>
  Partners' capital as of December 31, 2000. .  $  36,715   $     --   $36,715

Net income . . . . . . . . . . . . . . . . . .      2,021        126     2,147

Purchase of limited partnership units. . . . .     (3,211)        --    (3,211)

Cash distribution. . . . . . . . . . . . . . .     (1,296)      (126)   (1,422)
                                                ----------  ---------  --------
  Partners' capital as of December 31, 2001. .     34,229         --    34,229

Net income . . . . . . . . . . . . . . . . . .        858         --       858

Canceled purchase of limited partnership units         84         --        84
                                                ----------  ---------  --------
  Partners' capital as of September 30, 2002 .  $  35,171   $     --   $35,171
                                                ==========  =========  ========
</TABLE>


































       See accompanying notes to unaudited condensed financial statements.
<TABLE>
<CAPTION>



<PAGE>

<PAGE>
PLM EQUIPMENT GROWTH & INCOME FUND VII
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)
                                                                           For the Nine Months
                                                                           Ended September 30,
                                                                            2002        2001
                                                                           ==================
<S>                                                                        <C>       <C>
OPERATING ACTIVITIES

Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   858   $ 2,519
Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .    4,917     6,055
  Provision for bad debts . . . . . . . . . . . . . . . . . . . .              764        15
  Gain on disposition of equipment. . . . . . . . . . . . . . . . . . . .     (46)       (22)
  Equity in net income of unconsolidated special-purpose entities . . . .    (119)    (1,696)
  Changes in operating assets and liabilities:
    Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . .    (183)       (23)
    Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . .    (663)      (328)
    Prepaid expenses and other assets . . . . . . . . . . . . . . . . . .     (60)        69
    Accounts payable and accrued expenses . . . . . . . . . . . . . . . .      307       158
    Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . .      173      (554)
    Lessee deposits and reserve for repairs . . . . . . . . . . . . . . .      291       263
                                                                          ---------  --------
      Net cash provided by operating activities . . . . . . . . . . . . .    6,239     6,456
                                                                          ---------  --------
INVESTING ACTIVITIES

Payments for purchase of equipment and capitalized improvements . . . . .     (13)    (8,014)
Investment in and equipment purchased and placed in
    unconsolidated special-purpose entities . . . . . . . . . . . . . . .       --       (86)
Distribution from unconsolidated special-purpose entities . . . . . . . .    1,341     1,992
Distribution from liquidation of unconsolidated special-purpose entities.       --     5,292
Payments for acquisition fees to affiliate. . . . . . . . . . . . . . . .       --      (366)
Payments for lease negotiation fees to affiliate. . . . . . . . . . . . .       --       (82)
Proceeds from disposition of equipment. . . . . . . . . . . . . . . . . .      112        56
                                                                          ---------  --------
      Net cash provided by (used in) investing activities . . . . . . . .    1,440    (1,208)
                                                                          ---------  --------
FINANCING ACTIVITIES

Canceled purchase of limited partnership units. . . . . . . . . . . . . .       84        --
Payment for limited partnership units . . . . . . . . . . . . . . . . . .    (778)        --
Proceeds from short-term notes payable to affiliate . . . . . . . . . . .       --     5,500
Payments of short-term notes payable to affiliate . . . . . . . . . . . .       --    (5,500)
Cash distribution paid to limited partners. . . . . . . . . . . . . . . .       --    (1,296)
Cash distribution paid to General Partner . . . . . . . . . . . . . . . .       --      (126)
                                                                          ---------  --------
      Net cash used in financing activities . . . . . . . . . . . . . . .    (694)    (1,422)
                                                                          ---------  --------
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . .    6,985     3,826
Cash and cash equivalents at beginning of period. . . . . . . . . . . . .    3,129     2,941
                                                                          ---------  --------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . .  $10,114   $ 6,767
                                                                          =========  ========

SUPPLEMENTAL INFORMATION

Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   509   $   690
                                                                          =========  ========

</TABLE>


       See accompanying notes to unaudited condensed financial statements.

<PAGE>
                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     Opinion  of  Management
       -----------------------

In  the  opinion  of  the management of PLM Financial Services, Inc. (FSI or the
General  Partner),  the  accompanying  unaudited  condensed financial statements
contain  all  adjustments  necessary,  consisting  primarily of normal recurring
accruals,  to  present  fairly the unaudited condensed financial position of PLM
Equipment  Growth  &  Income Fund VII (the Partnership) as of September 30, 2002
and  December 31, 2001, the unaudited condensed statements of operations for the
three and nine months ended September 30, 2002 and 2001, the unaudited condensed
statements of changes in partners' capital for the period from December 31, 2000
to  September  30, 2002 and the unaudited condensed statements of cash flows for
the nine months ended September 30, 2002 and 2001.  Certain information and note
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  condensed  or  omitted  from  the  accompanying  condensed 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,  2001,  on file at the Securities and
Exchange  Commission.

2.     Schedule  of  Partnership  Phases
       ---------------------------------

The  Partnership  is  currently  in  its  investment  phase  during  which  the
Partnership  uses  cash  generated  from  operations  and  proceeds  from  asset
dispositions  to  purchase  additional  equipment.  The General Partner believes
these acquisitions may cause the Partnership to generate additional earnings and
cash  flow  for  the  Partnership.

The  Partnership  may  reinvest  its  cash  flow,  surplus  cash  and  equipment
disposition  proceeds in additional equipment, consistent with the objectives of
the  Partnership,  until  December  31, 2004.  The Partnership will terminate on
December  31,  2013, unless terminated earlier upon sale of all equipment and by
certain  other  events.

3.     Reclassification
       ----------------

Certain  amounts  in  the  2001  financial  statements have been reclassified to
conform  to  the  2002  presentations.

4.     Cash  Distributions
       -------------------

Cash  distributions  are recorded when paid and may include amounts in excess of
net  income  that  are  considered  a  return  of  capital.

No  cash  distributions  were  paid to the limited partners during the three and
nine  months  ended  September  30,  2002.  For  the three and nine months ended
September  30,  2001,  cash  distributions  totaled  $-0-  and  $1.4  million,
respectively.

5.     Transactions  with  General  Partner  and  Affiliates
       -----------------------------------------------------

The balance due to affiliates as of September 30, 2002 included $0.1 million due
to FSI and its affiliates for management fees and $0.6 million due to affiliated
unconsolidated  special-purpose entities (USPEs).  The balance due to affiliates
as  of December 31, 2001 includes $0.2 million due to FSI and its affiliates for
management  fees  and  $0.4  million  due  to  affiliated  USPEs.


<PAGE>

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.     Transactions  with  General  Partner  and  Affiliates(continued)
       -----------------------------------------------------

The  Partnership's  proportional  share  of  the affiliated expenses incurred by
USPEs  during  2002  and  2001 is listed in the following table (in thousands of
dollars):
<TABLE>
<CAPTION>

<S>                                 <C>       <C>        <C>      <C>
                                   For the Three Months  For the Nine Months
                                    Ended September 30,  Ended September 30,
                                     2002        2001    2002        2001
                                    ======================================
Management fees. . . . . . . . . .  $     28  $     27  $     86  $    123
Data processing and administrative
   expenses. . . . . . . . . . . .         1        17        19        88
</TABLE>


These  affiliate  expenses  reduced  the Partnership's proportional share of the
equity  interest  in  the  income  of  USPEs.

The  Partnership  and  USPEs  accrued  or  paid  FSI  $0.5 million for equipment
acquisition  and  lease  negotiation fees during the nine months ended September
30,  2001.  No  fees were paid or accrued during the nine months ended September
30,  2002.

6.     Equipment
       ---------

Owned  equipment held for operating leases is stated at cost.  The components of
owned  equipment  were  as  follows  (in  thousands  of  dollars):
<TABLE>
<CAPTION>


                                 September 30,    December 31,
                                     2002             2001
                               ===============================
<S>                            <C>              <C>
Marine containers . . . . . .  $       38,815   $      38,915
Marine vessels. . . . . . . .          22,212          22,212
Rail equipment. . . . . . . .           9,615           9,602
Aircraft. . . . . . . . . . .           5,483           5,483
Trailers. . . . . . . . . . .           3,743           3,743
                               ---------------  --------------
                                       79,868          79,955
Less accumulated depreciation         (47,705)        (42,910)
                               ---------------  --------------
    Net equipment . . . . . .  $       32,163   $      37,045
                               ===============  ==============
</TABLE>


As of September 30, 2002, all owned equipment in the Partnership's portfolio was
on  lease  except for 77 railcars.  As of December 31, 2001, all owned equipment
in the Partnership's portfolio was on lease except for 8 railcars.  The net book
value  of  the equipment off lease was $0.8 million as of September 30, 2002 and
$0.2  million  as  of  December  31,  2001.

No  equipment  was  purchased  during  the nine months ended September 30, 2002.
During  the  nine  months  ended  September  30, 2001, the Partnership purchased
marine  containers for $8.0 million and paid acquisition fees of $0.4 million to
FSI  for  this  purchase.

During  the  nine  months  ended September 30, 2002, the Partnership disposed of
marine  containers  with  a  net book value of $0.1 million for proceeds of $0.1
million.  During  the  nine  months  ended  September  30, 2001, the Partnership
disposed  of  marine containers with a net book value of $19,000 for proceeds of
$41,000.

7.     Investments  in  Unconsolidated  Special-Purpose  Entities
       ----------------------------------------------------------

The  Partnership  owns  equipment  jointly  with  affiliated programs. These are
single  purpose  entities  that  do  not  have  any  debt  or  other  financial
encumbrances.  Ownership  interest  is  based  on the Partnership's contribution
towards  the  cost  of  the  equipment  in  the  USPEs.  The  Partnership's
proportional  share  of
<PAGE>

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.     Investments  in  Unconsolidated  Special-Purpose  Entities  (continued)
       ----------------------------------------------------------

equity  and  income  (loss)  in  each entity is not necessarily  the same as its
ownership  interest.  The  primary  reason  for  this  difference has to do with
certain  fees  such  as  management  and  acquisition and lease negotiation fees
varying  among  the  owners  of  the  USPEs.

The  tables  below  set forth 100% of the assets, liabilities, and equity of the
entities  in  which  the  Partnership  has  an  interest  and  the Partnership's
proportional  share  of  equity  in  each  entity  as  of September 30, 2002 and
December  31,  2001  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                                           <C>       <C>      <C>
                                             .  TWA     .  TWA      Boeing
                                              S/N 49183 .  MD-82   737-300
As of September 30, 2002. . . . . . . . .      Trust1     Trust2    Trust3    Total
-----------------------------------------------------------------------------------
Assets
  Equipment less accumulated depreciation     $     --   $ 4,542  $ 12,973
  Receivables                                       --        --     1,682
  Other assets                                      --        --         3
                                              ---------  -------  --------
    Total assets                              $     --   $ 4,542  $ 14,658
                                              =========  =======  ========
Liabilities
  Due to affiliates                           $      6   $     6   $    --
  Lessee deposits and reserve for repairs           --        --     1,659
                                              ---------  -------  --------
    Total liabilities                                6         6     1,659
                                              ---------  -------  --------

Equity                                             (6)     4,536    12,999
                                              ---------  -------  --------
    Total liabilities and equity              $     --   $ 4,542   $14,658
                                              =========  =======  ========

Partnership's share of equity                 $     --   $ 2,314   $ 4,873   $ 7,187
                                              =========  =======  ========   =======
</TABLE>


<TABLE>
<CAPTION>

<S>                                          <C>        <C>      <C>
                                               TWA        TWA      Boeing
                                             S/N 49183 .  MD-82   737-300
As of December 31, 2001 . . . . . . . . .     Trust1     Trust2    Trust3     Total
------------------------------------------------------------------------------------
Assets
  Equipment less accumulated depreciation    $     --   $ 5,590  $ 14,768
  Receivables                                      --        --     1,078
  Other assets                                     --        --        12
    Total assets                             $     --   $ 5,590  $ 15,858
                                             =========  =======  ========
Liabilities
  Accounts payable                           $      7   $     7  $     70
  Due to affiliates                                 5        16        20
  Lessee deposits and reserve for repairs          --        --     1,027
    Total liabilities                              12        23     1,117
                                             ---------  -------  --------

Equity                                           (12)     5,567    14,741
    Total liabilities and equity             $     --   $ 5,590  $ 15,858
                                             =========  =======  ========

Partnership's share of equity                $     --   $ 2,845  $  5,564   $ 8,409
                                             =========  =======  ========   =======
</TABLE>












1     The  Partnership  owns a 50% interest of the TWA S/N 49183 Trust that owns
an  MD-82  stage  III  commercial  aircraft.
2     The  Partnership  owns  a 50% interest in the TWA MD-80 Trust that owns an
MD-82  stage  III  commercial  aircraft.
3     The  Partnership owns a 38% interest in the Boeing 737-300 Trust that owns
a  Boeing  stage  III  commercial  aircraft.

<PAGE>

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.     Investments  in  Unconsolidated  Special-Purpose  Entities  (continued)
       ----------------------------------------------------------

The  tables  below  set  forth  100%  of  the  revenues,  gain on disposition of
equipment,  direct  and indirect expenses, and net income (loss) of the entities
in  which  the  Partnership  has an interest, and the Partnership's proportional
share  of  income  (loss)  in  each  entity  for the three and nine months ended
September  30,  2002  and  2001  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                                      <C>      <C>     <C>      <C>    <C>
                                          TWA       TWA   Boeing
For the three months ended . . . . . . S/N 49183   MD-82  737-300
September 30, 2002 . . . . . .        .  Trust1   Trust2  Trust 3   Other  Total
--------------------------------------------------------------------------------
 Revenues                                $  315   $  315  $   465  $   --
 Less: Direct expenses                       --       --       12    (18)
           Indirect expenses                 18      368      651     --
                                         ------   ------  -------  ------
   Net income (loss)                     $  297   $ (53)  $  (198) $  18
                                         ======   ======  =======  ======

Partnership's share of net income (loss) $  187   $ (32)  $   (85) $  14   $  84
                                         ======   ======  =======  ======  =====
</TABLE>


<TABLE>
<CAPTION>

<S>                              <C>      <C>     <C>       <C>         <C>
                                   TWA       TWA    Boeing   Pacific
For the three months ended. . . S/N 49183   MD-82  737-300   Source
September 30, 2001. . .           Trust1   Trust2  Trust 3 Partnership4  Total
------------------------------------------------------------------------------
 Revenues                        $   315  $   315  $   605  $    (2)
 Less: Direct expenses                 7        8       16       38
           Indirect expenses         476      516      980        7
                                 -------  -------  -------  --------
   Net loss                      $ (168)  $ (209)  $ (391)  $   (47)
                                 =======  =======  =======  ========

Partnership's share of net loss  $  (92)  $ (111)  $  (99)  $  (37)    $ (339)
                                 =======  =======  =======  ========   =======
</TABLE>


<TABLE>
<CAPTION>

<S>                            <C>        <C>      <C>      <C>       <C>     <C>
                                 TWA        TWA     Boeing   Pacific
For the nine months ended . .  S/N 49183   MD-82   737-300    Source
September 30, 2002. .           Trust1    Trust2   Trust3 Partnership4  Other  Total
------------------------------------------------------------------------------------
 Revenues                      $   945   $   945   $1,395    $ --      $  73
 Less: Direct expenses             (1)        --       28    (18)         --
           Indirect expenses        60     1,111    2,103       2         --
                               -------   -------   -------   -----     -----
  Net income (loss)            $   886   $ (166)   $(736)    $ 16      $  73
                               =======   =======   =======   =====     =====

Partnership's share of
   Net income (loss)           $   481   $  (98)   $(309)    $ 13      $  32   $ 119
                               =======   =======   =======   =====     =====   =====
</TABLE>


<TABLE>
<CAPTION>

<S>                                 <C>        <C>     <C>     <C>           <C>    <C>        <C>      <C>       <C>     <C>
                                      TWA      TWA   Boeing   Pacific
For the nine months ended. . . . . S/N 49183  MD-82  737-300  Source
September 30, 2001 . . . .           Trust1  Trust2  Trust3 Partnership4  Other  Total
--------------------------------------------------------------------------------------
 Revenues                          $ 1,162  $ 2,810  $ 1,405   $  921     $ 10
 Gain on disposition of equipment       --       --       --    2,595       --
 Less: Direct expenses                  17       19      931      565       24
           Indirect expenses         1,418    1,522    2,515      448        9
                                   -------  -------  --------  -------    -----
   Net income (loss)               $ (273)  $ 1,269  $(2,041)  $2,503     $(23)
                                   =======  =======  ========  =======    =====

Partnership's share of
   Net income (loss)               $ (157)  $   616  $  (759)  $2,006     $(10)  $1,696
                                   =======  =======  ========  =======    =====  ======
</TABLE>


As  of  September 30, 2002 and December 31, 2001, all jointly-owned equipment in
the  Partnership's  USPE  portfolio  was  on  lease.  `

1     The  Partnership  owns a 50% interest of the TWA S/N 49183 Trust that owns
an  MD-82  stage  III  commercial  aircraft.
2     The  Partnership  owns  a 50% interest in the TWA MD-82 Trust that owns an
MD-82  stage  III  commercial  aircraft.
3     The  Partnership owns a 38% interest in the Boeing 737-300 Trust that owns
a  Boeing  stage  III  commercial  aircraft.
4     The  Partnership  owned  an 80% interest in the Pacific Source Partnership
that  owned  a  handymax  dry  bulk  carrier.

<PAGE>
                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.     Operating  Segments
       -------------------

The  Partnership  operates  in  five  primary  operating segments: marine vessel
leasing,  trailer  leasing,  aircraft  leasing,  railcar  leasing,  and  marine
container  leasing.  Each  equipment  leasing  segment  engages in short-term to
mid-term  operating  leases  to  a  variety  of  customers.

The  following  tables present a summary of the operating segments (in thousands
of  dollars):
<TABLE>
<CAPTION>


                                              .       Marine        .        Marine
For the three months ended                 Vessel     Trailer    Aircraft    Railcar    Container
September 30, 2002                         Leasing    Leasing    Leasing     Leasing     Leasing     Other 1    Total
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>        <C>         <C>        <C>          <C>        <C>

REVENUES
  Lease revenue. . . . . . . . . . . . .  $  1,335   $    133   $     271   $    506   $    1,575   $     --   $ 3,820
  Interest income and other. . . . . . .        --         --          --         --           --         32        32
  Loss on disposition of equipment . . .        --         --          --         --           44         --        44
                                          ---------  ---------  ----------  ---------  -----------  ----------  -------
     Total revenues. . . . . . . . . . .     1,335        133         271        506        1,619         32     3,896
                                          ---------  ---------  ----------  ---------  -----------  ----------  -------

COSTS AND EXPENSES
  Operations support . . . . . . . . . .       720        124           2        176           17         16     1,055
  Depreciation and amortization. . . . .       310         53          --        118        1,150          7     1,638
  Interest expense . . . . . . . . . . .        --         --          --         --           --        254       254
  Management fees to affiliate . . . . .        67          8          --         36           77         --       188
  General and administrative expenses. .        19         29           7         33           --        314       402
  Provision for (recovery of) bad debts.        --         --         238         (3)          --         --       235
                                          ---------  ---------  ----------  ---------  -----------  ----------  -------
      Total costs and expenses . . . . .     1,116        214         247        360        1,244        591     3,772
                                          ---------  ---------  ----------  ---------  -----------  ----------  -------
Equity in net loss of USPEs. . . . . . .        14         --          70         --           --         --        84
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------
Net income (loss). . . . . . . . . . . .  $    233   $    (81)  $      94   $    146   $      375   $   (559)  $   208
                                          =========  =========  ==========  =========  ===========  =========  ========
Total assets as of September 30, 2002. .  $  4,854   $    810   $   7,598   $  3,341   $   24,593   $ 10,481   $51,677
                                          =========  =========  ==========  =========  ===========  =========  ========

  .. . . . . . . . . . . . . . . . . . .  Marine            .   Marine
For the three months ended . . . . . . .  Vessel     Trailer    Aircraft    Railcar    Container
         September 30, 2001. . . . . . .  Leasing    Leasing    Leasing     Leasing    Leasing      Other 2    Total
---------------------------------------------------------------------------------------------------------------------
REVENUES
  Lease revenue. . . . . . . . . . . . .  $  1,425   $    165   $     271   $    582   $    1,558   $     --   $ 4,001
  Interest income and other. . . . . . .        --         --          --         --           --         50        50
  Gain on disposition of equipment . . .        --         --          --         --            8         --         8
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------
     Total revenues. . . . . . . . . . .     1,425        165         271        582        1,566         50     4,059
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------

COSTS AND EXPENSES
  Operations support . . . . . . . . . .       837         82           3        134           16         16     1,088
  Depreciation and amortization. . . . .       311         52         102        136        1,405          9     2,015
  Interest expense . . . . . . . . . . .        --         --          --         --           --        316       316
  Management fees to affiliate . . . . .        71          8          14         41           79         --       213
  General and administrative expenses. .        38         37          --         17           --        145       237
  Provision for (recovery of) bad debts.        --         --          --         (1)          (9)        --       (10)
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------
      Total costs and expenses . . . . .     1,257        179         119        327        1,491        486     3,859
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------
Equity in net loss of USPEs. . . . . . .       (37)        --        (302)        --           --         --      (339)
                                          ---------  ---------  ----------  ---------  -----------  ---------  --------
Net income (loss). . . . . . . . . . . .  $    131   $    (14)  $    (150)  $    255   $       75   $   (436)  $  (139)
                                          =========  =========  ==========  =========  ===========  =========  ========
</TABLE>



1     Includes  certain  assets  not  identifiable to a specific segment such as
cash,  certain  restricted  cash,  deferred  charges and prepaid expenses.  Also
includes  interest  income  and  costs not identifiable to a particular segment,
such  as  interest expense, and certain amortization, general and administrative
and  operations  support  expenses.
2     Includes  interest  income  and  costs  not  identifiable  to a particular
segment,  such  as  interest  expense,  and  certain  amortization,  general and
administrative  and  operations  support  expenses.

<PAGE>
                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.     Operating  Segments  (continued)
       -------------------
<TABLE>
<CAPTION>


                                             .       Marine        .        Marine
For the nine months ended                  Vessel    Trailer    Aircraft    Railcar   Container
September 30, 2002                        Leasing    Leasing    Leasing     Leasing    Leasing     Other 1    Total
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>        <C>         <C>        <C>         <C>        <C>

REVENUES
  Lease revenue. . . . . . . . . . . . .  $  3,959  $    452   $     814   $  1,650   $    4,645  $     --   $11,520
  Interest income and other. . . . . . .        --        --          --         --           --        74        74
  Loss on disposition of equipment . . .        --        --          --         --           46        --        46
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
     Total revenues. . . . . . . . . . .     3,959       452         814      1,650        4,691        74    11,640
                                          --------  ---------  ----------  ---------  ----------  ---------  -------

COSTS AND EXPENSES
  Operations support . . . . . . . . . .     2,117       309           6        447           52        47     2,978
  Depreciation and amortization. . . . .       930       157          --        355        3,454        21     4,917
  Interest expense . . . . . . . . . . .        --        --          --         --           --       763       763
  Management fees to affiliate . . . . .       198        24          --        118          231        --       571
  General and administrative expenses. .        50        83          14         75           --       686       908
  Provision for (recovery of) bad debts.        --        10         781        (27)          --        --       764
      Total costs and expenses . . . . .     3,295       583         801        968        3,737     1,517    10,901
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
Equity in net income of USPEs. . . . . .        45        --          74         --           --        --       119
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
Net income (loss). . . . . . . . . . . .  $    709  $   (131)  $      87   $    682   $      954  $ (1,443)  $   858
                                          ========  =========  ==========  =========  ==========  =========  =======


  .. . . . . . . . . . . . . . . . . . .  Marine           .   Marine
For the nine months ended. . . . . . . .  Vessel    Trailer    Aircraft    Railcar    Container
         September 30, 2001. . . . . . .  Leasing   Leasing    Leasing     Leasing    Leasing     Other 1    Total
--------------------------------------------------------------------------------------------------------------------
REVENUES
  Lease revenue. . . . . . . . . . . . .  $  4,321  $    473   $     814   $  1,794   $    4,718  $     --   $12,120
  Interest income and other. . . . . . .        --        --          33         --           --       153       186
  Gain on disposition of equipment . . .        --         1          --         --           21        --        22
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
     Total revenues. . . . . . . . . . .     4,321       474         847      1,794        4,739       153    12,328
                                          --------  ---------  ----------  ---------  ----------  ---------  -------

COSTS AND EXPENSES
  Operations support . . . . . . . . . .     2,048       227           5        428           53        93     2,854
  Depreciation and amortization. . . . .       930       157         410        406        4,130        22     6,055
  Interest expense . . . . . . . . . . .        --        --          --         --           --     1,006     1,006
  Management fees to affiliate . . . . .       216        24          41        125          236        --       642
  General and administrative expenses. .        73        93          11         45           --       711       933
  Provision for (recovery of) bad debts.        --        (3)         --         18           --        --        15
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
      Total costs and expenses . . . . .     3,267       498         467      1,022        4,419     1,832    11,505
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
Equity in net income of USPEs. . . . . .     1,998        --        (302)        --           --        --     1,696
                                          --------  ---------  ----------  ---------  ----------  ---------  -------
Net income (loss). . . . . . . . . . . .  $  3,052  $    (24)  $      78   $    772   $      320  $ (1,679)  $ 2,519
                                          ========  =========  ==========  =========  ==========  =========  =======
</TABLE>


9.     Net  Income  (Loss)  Per  Weighted-Average  Limited  Partnership  Unit
       ----------------------------------------------------------------------

Net  income (loss) per weighted-average limited partnership unit was computed by
dividing  net  income  (loss)  attributable  to  limited  partners  by  the
weighted-average  number  of limited partnership units deemed outstanding during
the  period.  The  weighted-average  number  of limited partnership units deemed
outstanding  during  the  three  and  nine  months  ended September 30, 2002 was
4,981,450  and  4,988,318, respectively.  The weighted-average number of limited
partnership  units  deemed  outstanding  during  the three and nine months ended
September  30,  2001  was  5,323,569.


1     Includes  interest  income  and  costs  not  identifiable  to a particular
segment,  such  as  interest  expense,  and  certain  amortization,  general and
administrative  and  operations  support  expenses.

<PAGE>
                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


10.     Limited  Partnership  Units
        ---------------------------

During  2001, the General Partner agreed to purchase 351,290 limited partnership
units  and  paid  or  accrued  $3.2  million  to  the  purchasing agent for this
purchase.

The  purchasing  agent  purchased  281,633  units as of December 31, 2001 and an
additional  60,486  units during the nine months ended September 30, 2002, which
is  reflected  as  a reduction in limited partnership units.  Under the terms of
the  purchase  agreement,  only  the  units held by the owner on the date of the
agreement  were eligible to be purchased.  The General Partner has not been able
to  purchase  the  remaining  9,171 units due to the eligible owners selling the
units in the open market.  The General Partner has determined that the remaining
units  will  not  be  purchased  and has received a $0.1 million refund from the
purchasing  agent.

11.     Debt
        ----

In July 2002, PLM International, Inc. (PLMI), the parent company of FSI, reached
an  agreement with the lenders of the $10.0 million warehouse facility to extend
the expiration date of the facility to June 30, 2003.  The warehouse facility is
shared  by  the  Partnership,  PLM Equipment Growth Fund V, PLM Equipment Growth
Fund  VI,  Professional  Lease Management Income Fund I, LLC and Acquisub LLC, a
wholly owned subsidiary of PLMI.  The facility provides for financing up to 100%
of the cost of the equipment.  Outstanding borrowings by one borrower reduce the
amount  available to each of the other borrowers under the facility.  Individual
borrowings  may  be outstanding for no more than 270 days, with all advances due
no later than June 30, 2003.  Interest accrues either at the prime rate or LIBOR
plus  2.0%  at  the  borrower's  option  and is set at the time of an advance of
funds.  Borrowings  by  the Partnership are guaranteed by PLMI.  The Partnership
is  not  liable  for  the  advances  made  to  the  other  borrowers.

As  of September 30, 2002, there were no outstanding borrowings on this facility
by  any  of  the  eligible  borrowers.

12.     Commitments  and  Contingencies
        -------------------------------

In  October  2002, PLM Transportation Equipment Corp. Inc. (TEC), a wholly owned
subsidiary  of  FSI,  arranged  for  the  lease  or purchase of a total of 1,050
pressurized  tank railcars by (i) partnerships and managed programs in which FSI
serves  as  the  general  partner  or  manager  and  holds an ownership interest
(Program  Affiliates)  or  (ii)  partnerships  or  managed programs in which FSI
provides  management  services  but does not hold an ownership interest or third
parties  (Non-Program  Affiliates).  These  railcars  will be delivered over the
next  three  years.  A  leasing  company  affiliated  with the manufacturer will
acquire  approximately  70%  of  the  railcars  and  lease them to a Non-Program
Affiliate.  The  remaining  approximately  30% will either be purchased by other
third parties to be managed by PLMI, or by the Program Affiliates.  An affiliate
of  TEC  will  manage  the  leased  and purchased railcars.  Neither TEC nor its
affiliate will be liable for these railcars.  TEC estimates that the total value
of  purchased  railcars  will  not  exceed  $26.0  million with one third of the
railcars  being purchased in each of 2002, 2003, and 2004.  Although the General
Partner  has  neither  determined  which  Program  Affiliates  will purchase the
railcars  nor  the  timing  of any purchases, it is possible the Partnership may
purchase  some  of  the  railcars.

13.     Accounting  Pronouncements
        --------------------------

In April 2002, the Financial Accounting Standards Board (FASB) adopted Statement
of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements
No.  4,  44, and 64, Amendment of FASB No. 13, and Technical Corrections" ("SFAS
No.  145").  The  provisions  of  SFAS  No.  145  are effective for fiscal years
beginning  after  May  15,  2002.  As  permitted  by  the  pronouncement,  the
Partnership  has elected early adoption of SFAS No. 145 and, accordingly, if the
Partnership  has a loss on extinguishment of long-term debt, it will be reported
as  a  loss  in  "Other  general  and  administrative  expenses".


<PAGE>

                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

13.     Accounting  Pronouncements  (continued)
        --------------------------

The  Accounting  Standards  Executive  Committee  of  the  American Institute of
Certified  Public  Accountants  has  issued  an  exposure  draft  of  a proposed
statement  of  position  ("SOP")  entitled  "Accounting  for  Certain  Costs and
Activities  Related  to  Property,  Plant  and  Equipment".  The Partnership has
historically  accrued  legally  mandated  maintenance  such  as  marine  vessel
dry-docking  and  aircraft  engine  maintenance  over  the  periods prior to the
required  maintenance  date.  If the SOP is adopted as proposed, the Partnership
and  USPEs  would  reverse all previously accrued maintenance reserves.  If this
proposed  change were in effect at September 30, 2002, the Partnership and USPEs
would  have  been required to reverse maintenance reserves of approximately $1.6
million.  Maintenance  reserves  will change in 2002 as maintenance is performed
and past maintenance reserves are depleted and additional reserves are recorded.
If adopted in its present form, charges related to this proposed change would be
taken  in the first quarter of 2003 and would be reported as a cumulative effect
of  an  accounting  change,  in  the  statements  of  operations.






                      (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 PLM Equipment Growth & Income Fund VII's (the Partnership's)
--------------------------------------------------------------------------------
Operating  Results  for  the  Three  Months  Ended  September  30, 2002 and 2001
--------------------------------------------------------------------------------

(A)     Owned  Equipment  Operations

Lease  revenues  less  direct  expenses  (defined  as  repairs  and maintenance,
equipment  operating,  and asset-specific insurance expenses) on owned equipment
decreased  during the three months ended September 30, 2002 compared to the same
period  of 2001.  Gains or losses from the sale of equipment, interest and other
income,  and certain expenses such as management fees to affiliate, depreciation
and  amortization,  general  and  administrative  expenses,  and  provision  for
(recovery  of)  bad  debts relating to the operating segments (see Note 8 to the
unaudited  condensed  financial  statements),  are  not  included  in  the owned
equipment  operation  discussion  because  they are indirect in nature and not a
result  of  operations,  but the result of owning a portfolio of equipment.  The
following  table  presents  lease  revenues  less direct expenses by segment (in
thousands  of  dollars):
<TABLE>
<CAPTION>


                   For the Three Months
                    Ended September 30,
                    2002           2001
                   ======================
<S>                <C>                    <C>
Marine containers  $   1,558  $   1,542
Marine vessels. .        615        588
Railcars. . . . .        330        448
Aircraft. . . . .        269        268
Trailers. . . . .          9         83
</TABLE>


Marine  containers:     Lease revenues and direct expenses for marine containers
were relatively the same at $1.6 million and $17,000 respectively, for the three
months  ended  September  30,  2002,  compared  to  $1.6  million  and  $16,000,
respectively,  during  the  same  period  of  2001.

Marine  vessels:     Marine  vessel lease revenues and direct expenses were $1.3
million and $0.7 million, respectively, for the three months ended September 30,
2002,  compared  to $1.4 million and $0.8 million, respectively, during the same
period of 2001.  The decrease in lease revenues of $0.1 million during the third
quarter of 2002 compared to the same period of 2001 was due to lower lease rates
earned  on  the  Partnership's  marine  vessels.  Direct expenses decreased $0.1
million  during  the  third  quarter  of  2002  resulting from lower repairs and
maintenance.

Railcars:     Railcar  lease  revenues and direct expenses were $0.5 million and
$0.2  million,  respectively,  for  the  three  months ended September 30, 2002,
compared  to $0.6 million and $0.1 million, respectively, during the same period
of  2001.  The  decrease  in  lease  revenues  of  $0.1 million during the third
quarter  of  2002  compared  to  2001  was  due  to an increase in the number of
off-lease  railcars.

Aircraft:     Aircraft  lease  revenues  and direct expenses were relatively the
same  at  $0.3  million  and  $2,000,  respectively,  for the three months ended
September  30,  2002,  compared to $0.3 million and $3,000, respectively, during
the  same  period  of  2001.

Trailers:     Trailer  lease  revenues and direct expenses were $0.1 million and
$0.1  million,  respectively,  for  the  three  months ended September 30, 2002,
compared  to $0.2 million and $0.1 million, respectively, during the same period
of  2001.  The decrease in lease revenues of $32,000 during the third quarter of
2002  was  due  to  the  Partnership  earning lower lease rates on its trailers.

(B)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total indirect expenses of $2.7 million for the three months ended September 30,
2002  decreased  from  $2.8  million  for  the same period in 2001.  Significant
variances  are  explained  as  follows:

     (i)     A  $0.4  million decrease in depreciation and amortization expenses
from  2001  levels reflects the decrease of approximately $0.2 million caused by
the  double-declining  balance  method  of depreciation which results in greater
depreciation in the first years an asset is owned and a decrease of $0.2 million
resulting  from  certain  assets  being  fully  depreciated  during  2001;

     (ii)     A  $0.1  million  decrease  in interest expense was due to a lower
average  outstanding  debt  balance in the third quarter of 2002 compared to the
same  period  of  2001;

     (iii)     A  $0.2 million increase in the provision for bad debts was based
on  PLM Financial Service's, Inc. (FSI's or the General Partner's) evaluation of
the  collectability of receivables compared to 2001.  The provision for bad debt
recorded  in the third quarter of 2002 primarily related to one aircraft lessee;

     (iv)     A $0.2 million increase in general and administrative expenses due
to  an  increase  in  administrative  services  costs  during  2002.

(C)     Interest  and  Other  Income

Interest  and  other  income decreased $18,000 due to a decrease in the interest
rate  earned  on  cash  balances.

(D)     Gain  on  Disposition  of  Owned  Equipment

The gain on disposition of owned equipment for the third quarter of 2002 totaled
$44,000,  and  resulted from the sale of marine containers with a net book value
of  $0.1 million for proceeds of $0.1 million.  The gain on disposition of owned
equipment  for  the  third quarter of 2001 totaled $8,000, and resulted from the
sale  of  marine  containers  with  a  net  book value of $5,000 for proceeds of
$14,000.

(E)     Equity  in  Net Income (Loss) of Unconsolidated Special-Purpose Entities
(USPEs)

Equity  in  net income (loss) of USPEs represents the Partnership's share of the
net  income  or  loss  generated  from  the  operation  of  jointly owned assets
accounted  for under the equity method of accounting.  These entities are single
purpose  and  have no debt or other financial encumbrances.  The following table
presents  equity  in  net  income  (loss)  by  equipment  type  (in thousands of
dollars):
<TABLE>
<CAPTION>


                                       For the Three Months
                                        Ended September 30,
                                         2002       2001
                                        =================
<S>                                     <C>      <C>
Aircraft . . . . . . . . . . . . . . .  $    70  $  (302)
Marine vessel. . . . . . . . . . . . .       14      (37)
                                        -------  --------
  Equity in net income (loss) of USPEs  $    84  $  (339)
                                        =======  ========
</TABLE>


Aircraft:  As  of September 30, 2002 and 2001, the Partnership owned an interest
in entities that owned three commercial aircraft.  During the three months ended
September  30,  2002,  the Partnership's share of lease revenues of $0.5 million
were offset by the Partnership's share of depreciation expense, direct expenses,
and  administrative  expenses  of $0.4 million.  During the same period of 2001,
the  Partnership's  share  of  lease revenues of $0.5 million were offset by the
Partnership's share of depreciation expense, direct expenses, and administrative
expenses  of  $0.8  million.

The decrease in depreciation expense of $0.4 million was caused by a decrease of
$0.2  million resulting from the double declining-balance method of depreciation
which  results  in greater depreciation in the first years an asset is owned and
by  $0.2 million in lower depreciation expense resulting from one aircraft being
fully  depreciated  during  2001.

Marine  vessel:  As of September 30, 2002 and 2001, the Partnership had sold its
interest in an entity that owned a marine vessel.  During the three months ended
September  30, 2002, the Partnership's interest in an entity that owned a marine
vessel  wrote-off  certain  operating  expenses that were previously accrued for
$14,000.  During  the  same  period  of  2001, the Partnership's share of direct
expenses  and  administrative  expenses  of  $37,000  was  the  result  of  the
underaccrual  of  expenses  in  previous  periods.


<PAGE>
(F)     Net  Income  (Loss)

As  a  result of the foregoing, the Partnership had a net income of $0.2 million
for  the  three  months  ended  September 30, 2002, compared to net loss of $0.1
million  during  the same period of 2001.  The Partnership's ability to acquire,
operate,  and  liquidate  assets,  secure leases and re-lease those assets whose
leases  expire  is  subject  to  many  factors.  Therefore,  the  Partnership's
performance in the third quarter of 2002 is not necessarily indicative of future
periods.

Comparison  of  the  Partnership's  Operating  Results for the Nine Months Ended
--------------------------------------------------------------------------------
September  30,  2002  and  2001
-------------------------------

(A)     Owned  Equipment  Operations

Lease revenues less direct expenses on owned equipment decreased during the nine
months  ended  September  30,  2002  compared  to  the same period of 2001.  The
following  table  presents  lease  revenues  less direct expenses by segment (in
thousands  of  dollars):
<TABLE>
<CAPTION>


                    For the Nine Months
                    Ended September 30,
                    2002          2001
                   ====================
<S>                <C>                   <C>
Marine containers  $  4,593  $  4,665
Marine vessels. .     1,842     2,273
Railcars. . . . .     1,203     1,366
Aircraft. . . . .       808       809
Trailers. . . . .       143       246
</TABLE>


Marine  containers:     Lease revenues and direct expenses for marine containers
were  $4.6  million  and  $0.1  million  respectively, for the nine months ended
September  30,  2002,  compared  to $4.7 million and $0.1 million, respectively,
during  the  same  period of 2001.  A decrease in lease revenues of $0.1 million
was  due  to  lower  lease  rates earned on the Partnership's marine containers.

Marine  vessels:     Marine  vessel lease revenues and direct expenses were $4.0
million  and $2.1 million, respectively, for the nine months ended September 30,
2002,  compared  to $4.3 million and $2.0 million, respectively, during the same
period  of 2001.  The decrease in lease revenues of $0.4 million during the nine
months  ended  September  30, 2002 compared to 2001 was due to lower lease rates
earned  on the Partnership's marine vessels.  The increase in direct expenses of
$0.1 million was caused by higher repair and operating costs to one of the owned
marine  vessels  during  2002  compared  to  2001.

Railcars:     Railcar  lease  revenues and direct expenses were $1.7 million and
$0.4  million,  respectively,  for  the  nine  months  ended September 30, 2002,
compared  to $1.8 million and $0.4 million, respectively, during the same period
of  2001.  The decrease in lease revenues of $0.1 million during the nine months
ended  September  30, 2002 compared to 2001 was due to an increase in the number
of  off-lease  railcars.

Aircraft:     Aircraft  lease revenues and direct expenses were $0.8 million and
$6,000,  respectively, for the nine months ended September 30, 2002, compared to
$0.8  million  and  $5,000,  respectively,  during  the  same  period  of  2001.

Trailers:     Trailer  lease  revenues and direct expenses were $0.5 million and
$0.3  million,  respectively,  for  the  nine  months  ended September 30, 2002,
compared  to $0.5 million and $0.2 million, respectively, during the same period
of 2001.  The decrease in the contribution from trailers of $0.1 million was the
result  of lower lease revenues of $21,000 caused by lower lease rates earned on
the Partnership's trailers and an increase of $0.1 million in higher repairs and
maintenance.

(B)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total  indirect expenses of $7.9 million for the nine months ended September 30,
2002  decreased  from  $8.7  million  for  the same period in 2001.  Significant
variances  are  explained  as  follows:

     (i)     A  $1.1  million decrease in depreciation and amortization expenses
from  2001  levels reflects the decrease of approximately $0.7 million caused by
the  double-declining  balance  method  of depreciation which results in greater
depreciation in the first years an asset is owned and a decrease of $0.4 million
resulting  from  certain  assets  being  fully  depreciated  during  2001;

     (ii)     A  $0.2  million  decrease  in interest expense was due to a lower
average  outstanding  debt  balance  in the nine months ended September 30, 2002
compared  to  the  same  period  of  2001;  and

     (iii)     A $0.1 million decrease in management fees was due to lower lease
revenues  earned  by  the Partnership during the nine months ended September 30,
2002  compared  to  the  same  period  of  2001;

     (iv)  A  $0.7  million increase in the provision for bad debts was based on
the  General  Partner's evaluation of the collectability of receivables compared
to 2001.  The provision for bad debt recorded in the nine months ended September
30,  2002  was  primarily  related  to  one  aircraft  lessee.

(C)     Interest  and  Other  Income

Interest  and  other  income  decreased $0.1 million due to a one time insurance
settlement  of $36,000 and a one-time dividend of $33,000 that was earned during
the  nine  months  ended  September  30, 2001.  Similar revenues were not earned
during the same period of 2002.  Additionally, interest income decreased $45,000
due  to  a  lower  interest  rate  earned  on  cash  balances.

(D)     Gain  on  Disposition  of  Owned  Equipment

The  gain  on disposition of owned equipment for the nine months ended September
30,  2002 totaled $46,000 and resulted from the sale of marine containers with a
net  book  value  of  $0.1 million for $0.1 million.  The gain on disposition of
equipment  for  the  nine  months  ended September 30, 2001 totaled $22,000, and
resulted  from the sale of marine containers with an aggregate net book value of
$19,000  for  proceeds  of  $41,000.

(E)     Equity  in  Net Income (Loss) of Unconsolidated Special-Purpose Entities

Equity  in  net income (loss) of USPEs represents the Partnership's share of the
net  income  or  loss  generated  from  the  operation  of  jointly owned assets
accounted  for under the equity method of accounting.  These entities are single
purpose  and  have no debt or other financial encumbrances.  The following table
presents  equity  in  net  income  by  equipment type (in thousands of dollars):
<TABLE>
<CAPTION>


                                 For the Nine Months
                                 Ended September 30,
                                 2002         2001
                                =====================
<S>                              <C>                   <C>
Aircraft. . . . . . . . . . . .  $    74  $   (302)
Marine vessel . . . . . . . . .       45     1,998
                                 -------  ---------
  Equity in net income of USPEs  $   119  $  1,696
                                 =======  =========
</TABLE>


Aircraft:  As  of September 30, 2002 and 2001, the Partnership owned an interest
in  trusts  that  owned three commercial aircraft.  During the nine months ended
September  30,  2002,  the Partnership's share of lease revenues of $1.5 million
were offset by the Partnership's share of depreciation expense, direct expenses,
and  administrative  expenses  of $1.4 million.  During the same period of 2001,
the  Partnership's  share  of lease revenues of $1.7 million and other income of
$0.8  million  were  offset  by the Partnership's share of depreciation expense,
direct  expenses,  and  administrative  expenses  of  $2.8  million.

Lease  revenues  decreased  $0.2  million  due  to the leases for two commercial
aircraft  in  the  trusts  being  renegotiated  at  a  lower rate.  Other income
decreased  $0.8  million  during the nine months ended September 30, 2002 due to
the recognition of an engine reserve liability as income upon termination of the
previous  lease agreement during 2001.  A similar event did not occur during the
same  period  of  2002.

The  decrease  in  expenses  of  $1.4  million  was  due to required repairs and
maintenance  of $0.3 million to the Boeing 737-300 that were not required during
2002,  $0.7  million  in  lower depreciation expense resulting from one aircraft
being  fully  depreciated  during  2001,  and $0.3 million in lower depreciation
expense  as  the  result  of the double declining-balance method of depreciation
which  results  in  greater  depreciation  in the first years an asset is owned.

Marine  vessel:  As of September 30, 2002 and 2001, the Partnership had sold its
interest  in an entity that owned a marine vessel.  During the nine months ended
September  30, 2002, the Partnership's share of income of $45,000 was the result
of an insurance settlement of $32,000 and a reduction in administrative expenses
of  $13,000.  During  the  same period of 2001, the Partnership's share of lease
revenues of $0.7 million and the Partnership's share of the gain of $2.1 million
from  the  sale  of  the Partnership's interest in an entity that owned a marine
vessel  were  offset  by the Partnership's share of depreciation expense, direct
expenses,  and  administrative  expenses  of  $0.8  million.

The  decrease  in  marine  vessel  contribution  was  due  to  the  sale  of the
Partnership's  interest  in  an  entity  that owned a marine vessel during 2001.

(F)     Net  Income

As  a  result of the foregoing, the Partnership had a net income of $0.9 million
for  the  nine  months  ended September 30, 2002, compared to net income of $2.5
million  during  the same period of 2001.  The Partnership's ability to acquire,
operate,  and  liquidate  assets,  secure leases and re-lease those assets whose
leases  expire  is  subject  to  many  factors.  Therefore,  the  Partnership's
performance  in  the  nine  months  ended  September 30, 2002 is not necessarily
indicative  of  future  periods.

(II)     CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements and the reported amounts of revenues and expenses
during  the  reporting  period.  On a regular basis, the General Partner reviews
these estimates including those related to asset lives and depreciation methods,
impairment  of  long-lived  assets,  allowance  for  doubtful accounts, reserves
related  to legally mandated equipment repairs and contingencies and litigation.
These  estimates are based on the General Partner's historical experience and on
various  other  assumptions  believed  to be reasonable under the circumstances.
Actual  results  may  differ from these estimates under different assumptions or
conditions.  The  General  Partner  believes,  however,  that  the  estimates,
including  those  for  the  above-listed  items,  are reasonable and that actual
results  will  not  vary  significantly  from  the  estimated  amounts.

The  General  Partner believes the following critical accounting policies affect
the  more  significant  judgments  and  estimates used in the preparation of the
Partnership's  financial  statements:

Asset  lives  and  depreciation  methods:  The  Partnership's  primary  business
involves  the  purchase  and  subsequent  lease of long-lived transportation and
related equipment.   The General Partner has chosen asset lives that it believes
correspond  to  the economic life of the related asset.  The General Partner has
chosen  a  deprecation  method  that  it  believes  matches  the  benefit to the
Partnership from the asset with the associated costs.  These judgments have been
made based on the General Partner's expertise in each equipment segment that the
Partnership operates.  If the asset life and depreciation method chosen does not
reduce  the  book value of the asset to at least the potential future cash flows
from the asset to the Partnership, the Partnership would be required to record a
loss  on  revaluation.  Likewise, if the net book value of the asset was reduced
by  an  amount greater than the economic value has deteriorated, the Partnership
may  record  a  gain  on  sale  upon  final  disposition  of  the  asset.

Impairment  of  long-lived  assets:  On  a  regular  basis,  the General Partner
reviews  the  carrying  value  of  its  equipment  and  investments  in USPEs to
determine  if  the  carrying  value  of the assets may not be recoverable due to
current  economic  conditions.  This  requires  the  General  Partner  to  make
estimates  related  to  future  cash  flows  from  each  asset  as  well  as the
determination  if  the  deterioration  is  temporary  or  permanent.  If  these
estimates  or  the related assumptions change in the future, the Partnership may
be  required  to  record  additional  impairment  charges.

Allowance  for  doubtful  accounts:  The  Partnership  maintains  allowances for
doubtful  accounts  for  estimated  losses  resulting  from the inability of the
lessees  to make the lease payments.  These estimates are primarily based on the
amount  of  time  that has lapsed since the related payments were due as well as
specific  knowledge  related  to the ability of the lessees to make the required
payments.  If  the  financial  condition  of  the  Partnership's lessees were to
deteriorate,  additional  allowances could be required that would reduce income.
Conversely,  if  the  financial  condition  of the lessees were to improve or if
legal  remedies  to  collect past due amounts were successful, the allowance for
doubtful  accounts  may  need  to  be  reduced  and  income  would be increased.

Reserves  for  repairs:  The Partnership accrues for legally required repairs to
equipment  such  as  dry  docking  for  marine  vessels  and engine overhauls to
aircraft engines over the period prior to the required repairs.  The amount that
is  reserved  is  based  on  the  General  Partner's expertise in each equipment
segment, the past history of such costs for that specific piece of equipment and
discussions  with  independent,  third  party  equipment brokers.  If the amount
reserved for is not adequate to cover the cost of such repairs or if the repairs
must  be  performed  earlier than the General Partner estimated, the Partnership
would  incur  additional repair and maintenance or equipment operating expenses.

Contingencies  and  litigation:  The Partnership is subject to legal proceedings
involving  ordinary  and  routine  claims related to its business.  The ultimate
legal  and  financial liability with respect to such matters cannot be estimated
with  certainty  and  requires the use of estimates in recording liabilities for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with  outside  counsel.  If  estimates  of potential losses
increase  or  the  related  facts  and  circumstances  change in the future, the
Partnership  may  be  required  to  record  additional  litigation  expense.

(III)     FINANCIAL  CONDITION  --  CAPITAL  RESOURCES  AND  LIQUIDITY

For  the  nine  months  ended  September  30,  2002,  the  Partnership generated
operating  cash  of $7.6 million (net cash provided by operating activities plus
non-liquidating distributions from USPEs) to meet its operating obligations, pay
debt  and  interest  payments  and  maintain  working  capital  reserves.

During  the  nine  months  ended September 30, 2002, the Partnership disposed of
marine  containers  for  proceeds  of  $0.1  million.

Restricted cash increased during the nine months ended September 30, 2002 due to
the deposit of $0.2 million into an escrow account related to collection efforts
from  an  aircraft  lessee.

Accounts  receivable  decreased  $0.1 million in the nine months ended September
30,  2002.  This  decrease was due to increase in the allowance for bad debts of
$0.8  million  due  to the General Partner's evaluation of the collectibility of
accounts  receivable.  This decrease was partially offset by an increase of $0.7
million  during  the  nine  months ended September 30, 2002 due to the timing of
cash  receipts.

Investments  in  USPEs  decreased  $1.2  million  during  the  nine months ended
September  30,  2002 due to cash distributions of $1.3 million from the USPEs to
the  Partnership offset, in part, by $0.1 million in income that was recorded by
the  Partnership  for  its  equity  interests  in  the  USPEs.

Accounts  payable  decreased $0.5 million during the nine months ended September
30,  2002.  The  decrease  was  due  to  the  payment of $0.8 million due to the
purchasing  agent  that  was  accrued  at  December  31, 2001 resulting from the
purchase  of  Partnership  units offset, in part, by an increase of $0.3 million
due  to  the  timing  of  cash  payments.

During the nine months ended September 30, 2002, lessee deposits and reserve for
repairs  increased  $0.3  million  due  to an increase in the reserve for marine
vessel  dry  docking.

The  Partnership  is scheduled to make an annual debt payment of $3.0 million to
the  lenders  of  the  notes  payable  on  December 31, 2002.  The cash for this
payment  will  come  from  operations  and proceeds from equipment dispositions.

In  July  2002,  PLM  International  Inc.  (PLMI)  reached an agreement with the
lenders of the $10.0 million warehouse facility to extend the expiration date of
the  facility  to  June  30,  2003.  The  warehouse  facility  is  shared by the
Partnership,  PLM  Equipment  Growth  Fund  V,  PLM  Equipment  Growth  Fund VI,
Professional  Lease  Management  Income  Fund  I, LLC and Acquisub LLC, a wholly
owned subsidiary of PLMI.  The facility provides for financing up to 100% of the
cost of the equipment.  Outstanding borrowings by one borrower reduce the amount
available  to  each  of  the  other  borrowers  under  the facility.  Individual
borrowings  may  be outstanding for no more than 270 days, with all advances due
no later than June 30, 2003.  Interest accrues either at the prime rate or LIBOR
plus  2.0%  at  the  borrower's  option  and is set at the time of an advance of
funds.  Borrowings  by  the Partnership are guaranteed by PLMI.  The Partnership
is  not  liable  for  the  advances  made  to  the  other  borrowers.

As  of  November  13,  2002, the Partnership had no borrowings outstanding under
this facility and there were no other borrowings outstanding under this facility
by  any  other  eligible  borrower.

In  October  2002, PLM Transportation Equipment Corp. Inc. (TEC), a wholly owned
subsidiary  of  FSI,  arranged  for  the  lease  or purchase of a total of 1,050
pressurized  tank railcars by (i) partnerships and managed programs in which FSI
serves  as  the  general  partner  or  manager  and  holds an ownership interest
(Program  Affiliates)  or  (ii)  partnerships  or  managed programs in which FSI
provides  management  services  but does not hold an ownership interest or third
parties  (Non-Program  Affiliates).  These  railcars  will be delivered over the
next  three  years.  A  leasing  company  affiliated  with the manufacturer will
acquire  approximately  70%  of  the  railcars  and  lease them to a Non-Program
Affiliate.  The  remaining  approximately  30% will either be purchased by other
third parties to be managed by PLMI, or by the Program Affiliates.  An affiliate
of  TEC  will  manage  the  leased  and purchased railcars.  Neither TEC nor its
affiliate will be liable for these railcars.  TEC estimates that the total value
of  purchased  railcars  will  not  exceed  $26.0  million with one third of the
railcars  being purchased in each of 2002, 2003, and 2004.  Although the General
Partner  has  neither  determined  which  Program  Affiliates  will purchase the
railcars  nor  the  timing  of any purchases, it is possible the Partnership may
purchase  some  of  the  railcars.

(IV)  ACCOUNTING  PRONOUNCEMENTS

In April 2002, the Financial Accounting Standards Board (FASB) adopted Statement
of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements
No.  4,  44, and 64, Amendment of FASB No. 13, and Technical Corrections" ("SFAS
No.  145").  The  provisions  of  SFAS  No.  145  are effective for fiscal years
beginning  after  May  15,  2002.  As  permitted  by  the  pronouncement,  the
Partnership  has elected early adoption of SFAS No. 145 and, accordingly, if the
Partnership  has a loss on extinguishment of long-term debt, it will be reported
as  a  loss  in  "Other  general  and  administrative  expenses".

The  Accounting  Standards  Executive  Committee  of  the  American Institute of
Certified  Public  Accountants  has  issued  an  exposure  draft  of  a proposed
statement  of  position  ("SOP")  entitled  "Accounting  for  Certain  Costs and
Activities  Related  to  Property,  Plant  and  Equipment".  The Partnership has
historically  accrued  legally  mandated  maintenance  such  as  marine  vessel
dry-docking  and  aircraft  engine  maintenance  over  the  periods prior to the
required  maintenance  date.  If the SOP is adopted as proposed, the Partnership
and  USPEs  would  reverse all previously accrued maintenance reserves.  If this
proposed  change were in effect at September 30, 2002, the Partnership and USPEs
would  have  been required to reverse maintenance reserves of approximately $1.6
million.  Maintenance  reserves  will change in 2002 as maintenance is performed
and past maintenance reserves are depleted and additional reserves are recorded.
If adopted in its present form, charges related to this proposed change would be
taken  in the first quarter of 2003 and would be reported as a cumulative effect
of  an  accounting  change,  in  the  statements  of  operations.

(V)     OUTLOOK  FOR  THE  FUTURE

Several  factors  may  affect the Partnership's operating performance during the
remainder  of  2002  and  beyond,  including  changes  in  the  markets  for the
Partnership's  equipment and changes in the regulatory environment in which that
equipment  operates.

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.

Other  factors  affecting the Partnership's contribution during the remainder of
2002  and  beyond  include:

(1)     The cost of new marine containers has been at historic lows for the past
several  years,  which  has caused downward pressure on per diem lease rates for
this  type  of  equipment.  Starting  in  2003  and  continuing  through 2004, a
significant  number  of the Partnership's marine containers currently on a fixed
rate  lease  will  be  switching  to  a lease based on utilization.  The General
Partner  anticipates  that  this  will result in a significant decrease in lease
revenues;

(2)     Railcar  freight  loadings  in the United States and Canada decreased 1%
and  3%,  respectively,  through the first nine months of 2002.  There has been,
however,  a  recent  increase  for some of the commodities that drive demand for
those  types  of  railcars  owned  by  the  Partnership.  It  will be some time,
however,  before  this translates into new leasing demand by shippers since most
shippers  have  idle  railcars  in  their  fleets;

(3)     Marine  vessel freight rates are dependent upon the overall condition of
the  international  economy.  Freight  rates  earned by the Partnership's marine
vessel  began  to  decrease during the latter half of 2001 and continued through
the  first  nine  months of 2002.  This trend is expected to continue during the
latter  half  of  2002  or  until international economies stabilize and begin to
improve;

(4)     Utilization  of  intermodal  trailers owned by the Partnership decreased
15%  in  the  nine  months  ended September 30, 2002 compared to the nine months
ended  September  30,  2001.  This  decline  was  similar  to  the  decline  in
industry-wide  utilization.  As the Partnership's trailers are smaller than many
shippers  prefer,  the General Partner expects continued declines in utilization
over  the  next  few years.  Additionally, one of the major shippers that leased
the  Partnership's  trailers  has entered bankruptcy.  While the Partnership did
not  have any outstanding receivables from the company, its bankruptcy may cause
a  further  decline  in  performance  of  the  trailer  fleet in the future; and

(5)     The  airline  industry  began to see lower passenger travel during 2001.
The  events  of  September 11, 2001, along with a recession in the United States
have  continued  to  adversely  affect  the  market demand for both new and used
commercial  aircraft  and to significantly weaken the financial position of most
major  domestic  airlines.  As  a  result  of  this,  the Partnership has had to
renegotiate  leases  on  its  owned  aircraft  during 2001 that will result in a
decrease  in revenues during 2002.  The General Partner believes that there is a
significant oversupply of commercial aircraft available and that this oversupply
will  continue  for  some  time.

These  events  have  had  a  negative  impact  on  the  fair market value of the
Partnership's owned and partially owned aircraft.  Although no revaluations were
required  during  2002  to  these  aircraft, the General Partner does not expect
these  aircraft  to  return  to  their  September  11,  2001  values.

During  2001,  the  lessee  of  a  Stage  II  Boeing 737-200 commercial aircraft
notified  the  General  Partner  of  its intention to return this aircraft.  The
lessee is located in Brazil, a country experiencing severe economic difficultly.
As  of  September 30, 2002, the lessee was thirteen lease payments in arrears to
the  Partnership.  The  Partnership has a security deposit from this lessee that
could  be  used  to  pay  a portion of the amount due.  During October 2001, the
General  Partner  sent a notification of default to the lessee.  The lease, with
an  expiration  date  of October 2002, has certain return condition requirements
for  the  aircraft.  The General Partner recorded an allowance for bad debts for
the  amount  due  less  the  security deposit.  During October 2002, the General
Partner  reached  an agreement with the lessee of this aircraft for the past due
lease  payments.  In  order  to  give  the  lessee  an  incentive to make timely
payments in accordance with the agreement, the General Partner gave the lessee a
discount  on  the  total  amount  due.  If  the  lessee fails to comply with the
payment schedule in the agreement, the discount provision will be waived and the
full  amount  again  becomes payable.  The lessee made an initial payment during
October  2002,  to  be  followed  by  23 equal monthly installments beginning in
November 2002.  Unpaid outstanding amounts will accrue interest at a rate of 5%.
Due to the uncertainty of ultimate collection, the General Partner will continue
to  fully  reserve  the  unpaid  outstanding  balance  from  this  lessee.

(6)     The  General  Partner  has seen an increase in its insurance premiums on
its  equipment  portfolio  and is finding it more difficult to find an insurance
carrier  with which to place the coverage.  Premiums for aircraft have increased
over 50% and for other types of equipment the increases have been over 25%.  The
increase  in  insurance  premiums caused by the increased rate will be partially
mitigated by the reduction in the value of the Partnership's equipment portfolio
caused  by  the  events  of  September 11, 2001 and other economic factors.  The
General  Partner  has also experienced an increase in the deductible required to
obtain  coverage.  This  may  have  a  negative impact on the Partnership in the
event  of  an  insurance  claim.

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,
and  government  or  other  regulations.  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  continually  monitors both the
equipment  markets  and  the performance of the Partnership's equipment in these
markets.  The General Partner may decide to reduce the Partnership's exposure to
equipment  markets in which it determines it cannot operate equipment to 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  may  reinvest  its cash flow, surplus cash, and equipment sale
proceeds  in  additional  equipment,  consistent  with  the  objectives  of  the
Partnership,  until  December 31, 2004.  The General Partner believes that these
acquisitions  may cause the Partnership to generate additional earnings and cash
flow  for the Partnership.  Surplus funds, if any, less reasonable reserves, may
be  distributed to the partners.  The Partnership will terminate on December 31,
2013,  unless terminated earlier upon sale of all equipment and by certain other
events.





(VI)     FORWARD-LOOKING  INFORMATION

Except  for the historical information contained herein, this Form 10-Q contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Partnership's plans, objectives, expectations, and intentions.
The  cautionary  statements  made  in  this  Form  10-Q  should be read as being
applicable  to  all  related  forward-looking statements wherever they appear in
this  Form  10-Q.  The Partnership's actual results could differ materially from
those  discussed  here.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
             ----------------------------------------------------------------

The  Partnership's  primary market risk exposure is that of currency devaluation
risk.  During the nine months ended September 30, 2002, 84% of the Partnership's
total  lease  revenues  from  wholly-  and  partially-owned  equipment came from
non-United  States  domiciled lessees.  Most of the Partnership's leases require
payment  in  United  States  (US) currency.  If these lessees' currency devalues
against  the  US  dollar,  the lessees could potentially encounter difficulty in
making  the  US  dollar  denominated  lease  payments.

ITEM  4.     CONTROLS  AND  PROCEDURES
             -------------------------

Within  the  90-day  period prior to the filing of this report, evaluations were
carried  out  under  the  supervision  and with the participation of the General
Partner's  management,  including  its President and Chief Financial Officer, of
the  effectiveness  of  the  design and operation of our disclosure controls and
procedures  (as  defined  in Rule 13a-14(c) under the Securities Exchange Act of
1934).  Based  upon those evaluations, the President and Chief Financial Officer
concluded  that  the  design  and  operation  of  these  disclosure controls and
procedures  were  effective.  No  significant  changes  have  been  made  in the
Partnership's  internal  controls  or  in other factors that could significantly
affect  these  controls  subsequent  to  the  date  of  the  evaluations.


















                      (This space intentionally left blank)


<PAGE>

                          PART II -- OTHER INFORMATION


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K
             -------------------------------------

     (a)     Exhibits
             --------

1.     November  2002  purchase  agreement  between PLM Transportation Equipment
       Corp.,  Inc.  and  Trinity  Tank  Car,  Inc.

2.     Settlement  Agreement  between PLM Worldwide Leasing Corp. and Varig S.A.
       dated  October  11,  2002.


     (b)     Reports  on  Form  8-K
             ----------------------

     None.















                      (This space intentionally left blank)


<PAGE>
------
CONTROL  CERTIFICATION
----------------------



I,  James  A.  Coyne,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on Form 10-Q of PLM Equipment
Growth  &  Income  Fund  VII.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this quarterly report is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.




Date:  November  13,  2002     By:     /s/  James  A.  Coyne
                                       ---------------------
     James  A.  Coyne
     President






<PAGE>
------
CONTROL  CERTIFICATION
----------------------



I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on Form 10-Q of PLM Equipment
Growth  &  Income  Fund  VII.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this quarterly report is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.




Date:  November  13,  2002     By:     /s/  Richard  K  Brock
                                       ----------------------
     Richard  K  Brock
     Chief  Financial  Officer
     (Principal  Financial  Officer)





<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  &  INCOME  FUND  VII

     By:     PLM  Financial  Services,  Inc.
     General  Partner



Date:  November  13,  2002     By:     /s/  Richard  K  Brock
                                       ----------------------
     Richard  K  Brock
     Chief  Financial  Officer





CERTIFICATION

The  undersigned  hereby certifies, in his capacity as an officer of the General
Partner  of  PLM  Equipment Growth & Income Fund VII (the Partnership), that the
Quarterly  Report of the Partnership on Form 10-Q for the period ended September
30,  2002,  fully  complies  with  the  requirements  of  Section  13(a)  of the
Securities  Exchange  Act  of  1934  and  that the information contained in such
report fairly presents, in all material respects, the financial condition of the
Partnership  at  the  end  of  such  period and the results of operations of the
Partnership  for  such  period.



     PLM  EQUIPMENT  GROWTH  &  INCOME  FUND  VII

     By:     PLM  Financial  Services,  Inc.
     General  Partner




Date:  November  13,  2002     By:     /s/  James  A.  Coyne
                                       ---------------------
     James  A.  Coyne
     President




Date:  November  13,  2002     By:     /s/  Richard  K  Brock
                                       ----------------------
     Richard  K  Brock
     Chief  Financial  Officer