UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM 10-Q




    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL QUARTER ENDED MARCH 31, 2000


    [ ]    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.)

ONE MARKET, STEUART STREET TOWER
  SUITE 800, SAN FRANCISCO, CA                                94105-1301
   (Address of principal                                      (Zip code)
    excutive offices)


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____








<PAGE>



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

<TABLE>
<CAPTION>


                                                                               March 31,          December 31,
                                                                                2000                1999
                                                                           -----------------------------------
  ASSETS

  <S>                                                                      <C>                  <C>
  Equipment held for operating lease, at cost                              $       67,018       $       70,579
  Less accumulated depreciation                                                   (35,291)             (36,466)
                                                                           --------------------------------------
    Net equipment                                                                  31,727               34,113

  Cash and cash equivalents                                                         4,700                2,495
  Restricted cash                                                                      19                  111
  Accounts receivable, less allowance for doubtful accounts
      of $425 in 2000 and $382 in 1999                                              1,137                1,099
  Investments in unconsolidated special-purpose entities                           26,078               27,843
  Deferred charges, net of accumulated amortization
      of $141 in 2000 and $125 in 1999                                                234                  251
  Prepaid expenses and other assets                                                    47                   54
                                                                           --------------------------------------

        Total assets                                                       $       63,942       $       65,966
                                                                           ======================================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
  Accounts payable and accrued expenses                                    $        1,099       $        1,267
  Due to affiliates                                                                   671                  560
  Lessee deposits and reserve for repairs                                             931                1,392
  Notes payable                                                                    20,000               20,000
                                                                           --------------------------------------
    Total liabilities                                                              22,701               23,219

  Partners' capital:
  Limited partners (5,323,569 limited partnership units as of
      March 31, 2000 and 5,323,819 as of December 31, 1999)                        41,241               42,747
  General Partner                                                                      --                   --
                                                                           --------------------------------------
    Total partners' capital                                                        41,241               42,747
                                                                           --------------------------------------

        Total liabilities and partners' capital                            $       63,942       $       65,966
                                                                           ======================================




</TABLE>










                 See accompanying notes to financial statements.


<PAGE>



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


                                                                                    For the Three Months
                                                                                       Ended March 31,
                                                                                    2000            1999
                                                                                ------------------------------
  REVENUES

  <S>                                                                           <C>              <C>
  Lease revenue                                                                 $    3,657       $    5,259
  Interest and other income                                                             41               40
  Net gain (loss) on disposition of equipment                                        1,096              (14)
                                                                                ----------------------------
    Total revenues                                                                   4,794            5,285
                                                                                ----------------------------
  EXPENSES

  Depreciation and amortization                                                      1,437            2,293
  Repairs and maintenance                                                              480              631
  Equipment operating expenses                                                         449              746
  Insurance expenses                                                                    68              135
  Management fees to affiliate                                                         201              282
  Interest expense                                                                     368              413
  General and administrative expenses to affiliates                                    238              190
  Other general and administrative expenses                                            150              138
  Provision for bad debts                                                               51               35
                                                                                -------------------------------
    Total expenses                                                                   3,442            4,863
                                                                                -------------------------------

  Minority interests                                                                    --               37

  Equity in net income (loss) of unconsolidated special-purpose entities              (448)           2,726
                                                                                ------------------------------

  Net income                                                                    $      904       $    3,185
                                                                                ==============================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                              $      778       $    3,059
  General Partner                                                                      126              126
                                                                                ------------------------------

  Total                                                                         $      904       $    3,185
                                                                                ==============================

  Net income per weighted-average limited partnership unit                      $     0.15       $     0.57
                                                                                ==============================

  Cash distribution                                                             $    2,407       $    2,526
                                                                                ==============================

  Cash distribution per weighted-average
      limited partnership unit                                                  $     0.43       $     0.45
                                                                                ==============================
</TABLE>









                 See accompanying notes to financial statements.


<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                            ( A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            FOR THE PERIOD FROM DECEMBER 31, 1998 TO MARCH 31, 2000
                            (in thousands of dollars)
<TABLE>
<CAPTION>




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

  <S>                                                      <C>                   <C>                 <C>
    Partners' capital as of December 31, 1998              $   46,247            $    --             $   46,247

  Net income                                                    6,204                504                  6,708

  Purchase of limited partnership units                          (125)                --                   (125)

  Cash distribution                                            (9,579)              (504)               (10,083)
                                                           -------------------------------------------------------

    Partners' capital as of December 31, 1999                  42,747                 --                 42,747

  Net income                                                      778                126                    904

  Purchase of limited partnership units                            (3)                --                     (3)

  Cash distribution                                            (2,281)              (126)                (2,407)
                                                           -------------------------------------------------------

    Partners' capital as of March 31, 2000                 $   41,241            $    --             $   41,241
                                                           =======================================================

</TABLE>































                 See accompanying notes to financial statements.



<PAGE>




                                    PLM EQUIPMENT GROWTH & INCOME FUND VII
                                           (A LIMITED PARTNERSHIP)
                                           STATEMENTS OF CASH FLOWS
                                          (in thousands of dollars)

<TABLE>
<CAPTION>

                                                                                      For the Three Months
                                                                                         Ended March 31,
                                                                                        2000            1999
                                                                                    ------------------------------

 OPERATING ACTIVITIES

<S>                                                                                  <C>             <C>
 Net income                                                                          $      904      $   3,185
 Adjustments to reconcile net income
       to net cash provided by (used in) operating activities:
   Depreciation and amortization                                                          1,437          2,293
   Net (gain) loss on disposition of equipment                                           (1,096)            14
   Equity in net (income) loss from unconsolidated special-purpose entities                 448         (2,726)
   Changes in operating assets and liabilities:
     Restricted cash                                                                         92            (50)
     Accounts receivable, net                                                               (38)          (404)
     Prepaid expenses and other assets                                                        7            (61)
     Accounts payable and accrued expenses                                                  316            239
     Due to affiliates                                                                       96            179
     Lessee deposits and reserve for repairs                                               (461)          (130)
     Minority interests                                                                      --           (125)
                                                                                     ----------------------------
       Net cash provided by operating activities                                          1,705          2,414
                                                                                     -----------------------------

 INVESTING ACTIVITIES

 Payments for purchase of equipment and capitalized improvements                           (937)        (7,182)
 Distribution from unconsolidated special-purpose entities                                1,317            965
 Distributions from liquidation of unconsolidated special-purpose entities                   --          7,021
 Payments of acquisition fees to affiliate                                                   --           (322)
 Payments of lease negotiation fees to affiliate                                             --            (72)
 Proceeds from disposition of equipment                                                   2,530            218
                                                                                    ------------------------------
       Net cash provided by investing activities                                          2,910            628
                                                                                     -----------------------------
 FINANCING ACTIVITIES

 Cash distribution paid to limited partners                                              (2,281)        (2,400)
 Cash distribution paid to General Partner                                                 (126)          (126)
 Purchase of limited partnership units                                                       (3)           (90)
                                                                                     -----------------------------
       Net cash used in financing activities                                             (2,410)        (2,616)
                                                                                     -----------------------------

 Net increase in cash and cash equivalents                                                2,205            426
 Cash and cash equivalents at beginning of period                                         2,495            404
                                                                                      -----------------------------

 Cash and cash equivalents at end of period                                          $    4,700      $     830
                                                                                     ==============================

 SUPPLEMENTAL INFORMATION

 Interest paid                                                                       $       --      $      --
                                                                                     ==============================


</TABLE>





                 See accompanying notes to financial statements.


<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

1.   OPINION OF MANAGEMENT

In the opinion of the  management  of PLM Financial  Services,  Inc. (FSI or the
General Partner),  the accompanying  unaudited financial  statements contain all
adjustments  necessary,  consisting  primarily of normal recurring accruals,  to
present fairly the financial  position of PLM Equipment Growth & Income Fund VII
(the  Partnership) as of March 31, 2000 and December 31, 1999, the statements of
income for the three months  ended March 31, 2000 and 1999,  the  statements  of
changes in partners'  capital for the period from December 31, 1998 to March 31,
2000, and the statements of cash flows for the three months ended March 31, 2000
and  1999.  Certain  information  and  note  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or  omitted  from the  accompanying  financial
statements.  For further information,  reference should be made to the financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K for the  year  ended  December  31,  1999,  on file at the  Securities  and
Exchange Commission.

2.   SCHEDULE OF PARTNERSHIP PHASES

Beginning in the  Partnership's  seventh year of operations,  which commences on
January 1, 2002,  the General  Partner  will stop  reinvesting  excess cash into
additional  equipment.  Surplus cash, if any, less reasonable reserves,  will be
distributed  to the  partners.  Beginning  in the  Partnership's  ninth  year of
operations,  which  commences on January 1, 2004, the General Partner intends to
begin an orderly  liquidation of the Partnership's  assets.  The General Partner
anticipates  that the  liquidation of the assets will be completed by the end of
the  Partnership's  tenth year of operations.  The Partnership will terminate on
December 31, 2013, unless  terminated  earlier upon sale of all equipment and by
certain other events.

3.   PURCHASE OF LIMITED PARTNERSHIP UNITS

In  1999,  the  Partnership  agreed  to  purchase  approximately  1,000  limited
partnership  units in 2000 for an  aggregate  purchase  price of up to  $10,000.
During the three months ended March 31, 2000, the  Partnership had purchased 250
limited   partnership  units  for  $3,000.  The  General  Partner  may  purchase
additional units in the future.

4.   CASH DISTRIBUTIONS

Cash  distributions  are recorded when paid and may include amounts in excess of
net income that are  considered to represent a return of capital.  For the three
months ended March 31, 2000 and 1999,  cash  distributions  totaled $2.4 million
and $2.5  million,  respectively.  Cash  distributions  of $1.5  million  to the
limited  partners during the three months ended March 31, 2000 were deemed to be
a return of capital.  None of the cash  distributions  to the  limited  partners
during  the three  months  ended  March 31,  1999 were  deemed to be a return of
capital.

Cash  distributions  related to the results from the first  quarter of 2000,  of
$1.4 million, will be paid during the second quarter of 2000.

5.   TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES

The balance due to  affiliates as of March 31, 2000 included $0.2 million due to
FSI and its affiliates  for  management  fees and $0.5 million due to affiliated
unconsolidated  special-purpose  entities (USPEs). The balance due to affiliates
as of December 31, 1999 included $0.1 million due to FSI and its  affiliates for
management fees and $0.5 million due to an affiliated USPE.

The Partnership's  proportional share of USPE-affiliated management fees of $0.1
million was payable as of March 31, 2000 and December 31, 1999.



<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

5.       TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES (CONTINUED)

     The Partnership's proportional share of the affiliated expenses incurred by
the USPEs during 2000 and 1999 is listed in the following table (in thousands of
dollars):

                                                       For the Three Months
                                                           Ended March 31,
                                                         2000           1999
                                                    ---------------------------
  Management fees                                   $      81      $      59
  Data processing and administrative
     expenses                                              23             24

The  Partnership  and USPEs  accrued or paid FSI  $15,000  and $0.4  million for
equipment  acquisition and lease  negotiation fees during the three months ended
March 31, 2000 and 1999, respectively.

6.   Equipment

The components of owned equipment were as follows (in thousands of dollars):

                                                 March 31,         December 31,
                                                   2000                1999
                                               ---------------------------------

  Marine vessels                               $   22,212          $    22,212
  Trailers                                         16,809               16,895
  Marine containers                                12,856               12,498
  Railcars                                          9,658                9,677
  Aircraft                                          5,483                9,297
                                               -----------         ------------
                                                   67,018               70,579
  Less accumulated depreciation                   (35,291)             (36,466)
                                               -----------         ------------
      Net equipment                            $   31,727          $    34,113
                                               ===========         ============

As of March 31, 2000,  all owned  equipment in the  Partnership's  portfolio was
either  on  lease or  operating  in  PLM-affiliated  short-term  trailer  rental
facilities, except for 16 railcars. As of December 31, 1999, all owned equipment
in  the   Partnership's   portfolio   was  either  on  lease  or   operating  in
PLM-affiliated  short-term  trailer  rental  facilities,  except  for a commuter
aircraft and ten  railcars.  The net book value of the  equipment  off lease was
$0.2  million  and $1.5  million as of March 31,  2000 and  December  31,  1999,
respectively.

During the three months ended March 31, 2000, the Partnership  purchased  marine
containers for $0.4 million  including  acquisition  fees to FSI of $15,000 that
were accrued. The Partnership will pay for the marine containers and acquisition
fees during the second quarter of 2000.

During the three  months ended March 31, 2000,  the  Partnership  disposed of or
sold a commuter  aircraft,  a railcar,  and trailers  with an aggregate net book
value of $1.3 million for $2.4 million.  During the three months ended March 31,
1999, the  Partnership  disposed of or sold  railcars,  modular  buildings,  and
trailers with an aggregate net book value of $0.2 million for $0.2 million.


<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

7.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The net investments in USPEs include the following  jointly-owned equipment (and
related assets and liabilities) (in thousands of dollars):

<TABLE>
<CAPTION>
                                                                                           March 31,     December 31,
                                                                                           2000             1999
                                                                                          ----------------------------------------
      <S>                                                                              <C>              <C>
      38% interest in a trust owning a Boeing 737-300 Stage III commercial
            aircraft                                                                   $    7,623       $   7,974
      75% interest in an entity owning marine containers                                   6,206            6,656
      50% interest in a trust owning a MD-82 Stage III commercial aircraft                 4,733            5,066
      80% interest in an entity owning a dry bulk-carrier marine vessel                    3,977            4,224
      44% interest in an entity owning a dry bulk-carrier marine vessel                    1,802            1,917
      50% interest in a trust owning a MD-82 Stage III commercial aircraft                 1,578            1,808
      50% interest  in a trust that owned  four  Boeing  737-200A Stage II
            commercial aircraft                                                               98              122
      25% interest in a trust that owned four Boeing 737-200A Stage II
            commercial aircraft                                                               64               79
      24% interest in a trust that owned a Boeing 767-200ER Stage III
            commercial aircraft                                                               (3)              (3)
                                                                                       ============     ==========
                        Net investments                                                $   26,078       $  27,843
                                                                                       ============     ==========

</TABLE>

As of March 31, 2000 and December 31, 1999, all  jointly-owned  equipment in the
Partnership's USPE portfolio was on lease except for a Boeing 737-300 commercial
aircraft  with  a net  investment  value  of  $7.6  million  and  $8.0  million,
respectively.

For the three months  ended March 31,  2000,  all  jointly-owned  equipment  was
accounted for under the equity method of accounting.  For the three months ended
March 31, 1999, certain  jointly-owned  equipment of which the Partnership had a
controlling  interest greater than 50% was accounted for under the consolidation
method of accounting.

8.   OPERATING SEGMENTS

The Partnership operates or operated 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.









                      (This space intentionally left blank)


<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

8.   OPERATING SEGMENTS (CONTINUED)

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

                                            Marine                                    Marine
                                            Vessel   Trailer    Aircraft  Railcar    Container   All
     For the quarter ended March 31, 2000   Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     REVENUES
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  1,259  $    878   $    271  $    648   $    601  $     --   $  3,657
       Interest income and other                 --        --         --        --         --        41         41
       Gain (loss) on disposition of             --       (20)     1,117        (1)        --        --      1,096
         equipment
                                           ------------------------------------------------------------------------
         Total revenues                       1,259       858      1,388       647        601        41      4,794

     COSTS AND EXPENSES
       Operations support                       649       222          9       105          2        10        997
       Depreciation and amortization            341       317        199       157        417         6      1,437
       Interest expense                          --        --         --        --         --       368        368
       Management fees to affiliate              63        48         14        46         30        --        201
       General and administrative expenses       10       196          3        19         --       160        388
       Provision for bad debts                   --        44         --         7         --        --         51
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,063       827        225       334        449       544      3,442
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs      (108)       --       (393)       --         54        (1)      (448)
                                           ------------------------------------------------------------------------
     Net income (loss)                     $     88  $     31   $    770  $    313   $    206  $   (504)  $    904
                                           ========================================================================

     Total assets as of March 31, 2000     $ 13,789  $  7,813   $ 15,046  $  4,561   $ 17,715  $  5,018   $ 63,942
                                           ========================================================================


                                            Marine                                    Marine
                                            Vessel   Trailer    Aircraft  Railcar    Container   All
     For the quarter ended March 31, 1999   Leasing   Leasing    Leasing   Leasing    Leasing    Other<F2>2  Total
     1999
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     REVENUES
       Lease revenue                       $  2,304  $    983   $    505  $    692   $    458  $    317   $  5,259
       Interest income and other                 --        --         --        --         --        40         40
       Gain (loss) on disposition of             --         4         --       (42)        --        24        (14)
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       2,304       987        505       650        458       381      5,285

     COSTS AND EXPENSES
       Operations support                     1,150       205          5       141         --        11      1,512
       Depreciation and amortization            690       390        345       188        507       173      2,293
       Interest expense                          --        --         --        --         --       413        413
       Management fees to affiliate             115        54         25        49         22        17        282
       General and administrative expenses       18       112          8        13          6       171        328
       Provision for (recovery of) bad           --        42         --        (4)        --        (3)        35
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,973       803        383       387        535       782      4,863
                                           ------------------------------------------------------------------------
     Minority interests                          37        --         --        --         --        --         37
     Equity in net income (loss) of USPEs       (22)       --      2,700        --         --        48      2,726
                                           ------------------------------------------------------------------------
     Net income (loss)                     $    346  $    184   $  2,822  $    263   $    (77) $   (353)  $  3,185
                                           ========================================================================

     Total assets as of March 31, 1999     $ 18,490  $  8,845   $ 20,055  $  5,304   $ 16,683  $  7,967   $ 77,344
                                           ========================================================================

<FN>

-------------------------
<F1>
1 Includes  interest income and costs not identifiable to a particular  segment,
such as, interest expense, and certain general and administrative and operations
support  expenses.  Also includes  expenses from an investment in an entity that
owned a mobile offshore drilling unit.
<F2>
2 Includes  interest income and costs not identifiable to a particular  segment,
such as interest expense,  and certain general and administrative and operations
support expenses. Also includes lease revenues from modular buildings,  portable
heaters,  and  aggregate net income from an investment in an entity that owned a
mobile offshore drilling unit.

</FN>
</TABLE>

<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

9.   DEBT

The General  Partner has entered into a short-term,  joint $24.5 million  credit
facility (the Committed  Bridge  Facility) on behalf of the Partnership  that is
due to expire on June 30, 2000. As of March 31, 2000,  no eligible  borrower had
any outstanding borrowings under the short-term Committed Bridge Facility.

The  General  Partner  believes  it will be able to renew the  Committed  Bridge
Facility  upon its  expiration  with  similar  terms  as  those  in the  current
Committed Bridge Facility.

10.  NET INCOME PER WEIGHTED-AVERAGE PARTNERSHIP UNIT

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership units deemed  outstanding  during the period.  The  weighted-average
number of  Partnership  units deemed  outstanding  during the three months ended
March 31, 2000 and 1999 was 5,323,734 and 5,331,432, respectively.

11.  CONTINGENCIES

PLM International (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action in January
1997 in the Circuit Court of Mobile County, Mobile,  Alabama, Case No. CV-97-251
(the Koch action).  The named plaintiffs are six individuals who invested in PLM
Equipment  Growth Fund IV (Fund IV), PLM  Equipment  Growth Fund V (Fund V), PLM
Equipment  Growth Fund VI (Fund VI), and PLM Equipment  Growth & Income Fund VII
(Fund VII) (the Funds),  each a  California  limited  partnership  for which the
Company's  wholly-owned  subsidiary,  FSI,  acts  as the  General  Partner.  The
complaint  asserts causes of action against all defendants for fraud and deceit,
suppression, negligent misrepresentation,  negligent and intentional breaches of
fiduciary duty, unjust enrichment, conversion, and conspiracy. Plaintiffs allege
that each  defendant  owed  plaintiffs and the class certain duties due to their
status as fiduciaries, financial advisors, agents, and control persons. Based on
these duties,  plaintiffs assert liability against defendants for improper sales
and  marketing  practices,  mismanagement  of the  Funds,  and  concealing  such
mismanagement   from  investors  in  the  Funds.   Plaintiffs  seek  unspecified
compensatory  damages,  as well as punitive damages,  and have offered to tender
their limited partnership units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.

     In June 1997, the Company and the affiliates who are also defendants in the
Koch action were named as defendants in another  purported class action filed in
the San Francisco  Superior Court,  San Francisco,  California,  Case No. 987062
(the  Romei  action).  The  plaintiff  is an  investor  in Fund V, and filed the
complaint  on her own  behalf  and on  behalf  of all  class  members  similarly
situated who invested in the Funds. The complaint alleges the same facts and the
same causes of action as in the Koch action,  plus  additional  causes of action
against all of the defendants,  including alleged unfair and deceptive practices
and  violations  of state  securities  law.  In July  1997,  defendants  filed a
petition (the petition) in federal district court under the Federal  Arbitration
Act seeking to compel  arbitration of plaintiff's  claims.  In October 1997, the
district court denied the Company's  petition,  but in November 1997,  agreed to
hear the Company's motion for reconsideration. Prior to reconsidering its order,
the district  court  dismissed  the  petition  pending  settlement  of the Romei
action,  as  discussed  below.  The state court  action  continues  to be stayed
pending such resolution.



<PAGE>


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

11.  CONTINGENCIES (CONTINUED)

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the Funds between May 23, 1989 and June 29,
1999.  The monetary  settlement,  if  approved,  will go forward  regardless  of
whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (c) an
increase of up to 20% in the amount of front-end fees (including acquisition and
lease  negotiation  fees)  that  FSI  is  entitled  to  earn  in  excess  of the
compensatory   limitations   set   forth  in  the  North   American   Securities
Administrator's  Association's Statement of Policy; (d) a one-time repurchase by
each of Funds V, VI and VII of up to 10% of that partnership's outstanding units
for 80% of net asset  value per unit;  and (e) the  deferral of a portion of the
management fees paid to an affiliate of FSI until, if ever, certain  performance
thresholds have been met by the Funds.  Subject to final court  approval,  these
proposed  changes  would be made as  amendments  to each  Partnership's  limited
partnership  agreement  if  less  than  50%  of the  limited  partners  of  each
Partnership vote against such amendments.  The limited partners will be provided
the  opportunity  to vote against the  amendments by following the  instructions
contained  in  solicitation  statements  that will be mailed to them after being
filed with the Securities and Exchange Commission. The equitable settlement also
provides for payment of additional  attorneys' fees to the plaintiffs' attorneys
from  Partnership  funds  in  the  event,  if  ever,  that  certain  performance
thresholds have been met by the Funds.  The equitable  settlement class consists
of all investors,  limited  partners,  assignees or unit holders who on June 29,
1999 held any units in Funds V, VI, and VII, and their assigns and successors in
interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

The  Partnership  has initiated  litigation in various  official forums in India
against the defaulting Indian airline lessees to repossess  Partnership property
and to recover  damages for  failure to pay rent and  failure to  maintain  such
property in accordance  with  relevant  lease  contracts.  The  Partnership  has
repossessed its property previously leased to such airline,  and the airline has
ceased  operations.  In response to the Partnership's  collection  efforts,  the
airline  filed   counter-claims   against  the  Partnership  in  excess  of  the
Partnership's  claims against the airline. The General Partner believes that the
airlines'  counterclaims  are completely  without merit, and the General Partner
will vigorously defend against such counterclaims.  The General Partner believes
the likelihood of an unfavorable outcome from the counterclaims is remote.


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

11.  CONTINGENCIES (CONTINUED)

The Company is involved as plaintiff or defendant in various other legal actions
incidental  to its  business.  Management  does  not  believe  that any of these
actions will be material to the financial condition of the Company.





















                      (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 PLM  Equipment  Growth & Income  Fund VII's  (the  Partnership's)
Operating Results for the Three Months Ended March 31, 2000 and 1999

In September 1999, the General Partner amended the  corporate-by-laws of certain
unconsolidated special-purpose entities (USPEs) in which the Partnership, or any
affiliated  program,  owns an interest  greater than 50%.  The  amendment to the
corporate-by-laws  provided that all decisions  regarding  the  acquisition  and
disposition of the investment as well as other significant business decisions of
that  investment  would  be  permitted  only  upon  unanimous   consent  of  the
Partnership  and all the  affiliated  programs  that  have an  ownership  in the
investment (the Amendment). As such, although the Partnership may own a majority
interest in a USPE, the Partnership does not control its management and thus the
equity method of accounting  will be used after adoption of the Amendment.  As a
result of the Amendment,  as of September 30, 1999, all jointly owned  equipment
in which the Partnership owned a majority interest, which had been consolidated,
were  reclassified  to investments in USPEs.  Lease revenues and direct expenses
for jointly owned  equipment in which the Partnership  held a majority  interest
were reported  under the  consolidation  method of  accounting  during the three
months  ended  March  31,  1999  and were  included  with  the  owned  equipment
operations. For the three months ended March 31, 2000, lease revenues and direct
expenses for these  entities are reported  under the equity method of accounting
and are included with the operations of the USPEs.

(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 March 31,  2000,  when  compared to the
same period of 1999.  Gains or losses from the sale of  equipment,  interest and
other income,  and certain  expenses such as depreciation  and  amortization and
general and administrative expenses relating to the operating segments (see Note
8 to  the  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):

                                       For the Three Months
                                         Ended March 31,
                                       2000             1999
                                    ----------------------------

  Trailers                          $    656              778
  Marine vessels                         610            1,154
  Marine containers                      599              458
  Railcars                               543              551
  Aircraft                               262              500
  Portable heaters                        --              312
  Modular buildings                       --                5

Trailers:  Trailer lease revenues and direct expenses were $0.9 million and $0.2
million,  respectively,  for the three months ended March 31, 2000,  compared to
$1.0 million and $0.2 million,  respectively,  during the same period of 1999. A
decrease in trailer lease revenues of $0.1 million was due to lower  utilization
and $18,000 was due to the sale of trailers during 2000 and 1999.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $1.3
million and $0.6  million,  respectively,  for the three  months ended March 31,
2000, compared to $2.3 million and $1.2 million,  respectively,  during the same
period of 1999.

The September 30, 1999 Amendment that changed the accounting  method of majority
held equipment from the consolidation  method of accounting to the equity method
of accounting  impacted the reporting of lease  revenues and direct  expenses of
one marine vessel.  As a result of the Amendment,  during the three months ended
March 31,  2000,  lease  revenues  decreased  $0.6  million and direct  expenses
decreased $0.5 million when compared to the same period of 1999.

In  addition,  a decline in lease  revenues  of $0.4  million  was caused by the
required  dry-docking  of one  of  the  Partnership's  two  wholly-owned  marine
vessels.  During the  dry-docking  period,  this marine  vessel did not earn any
lease revenues.

Marine containers: Lease revenues and direct expenses for marine containers were
$0.6  million and $0,  respectively,  for the three months ended March 31, 2000,
compared to $0.5 million and $0, respectively, during the same period of 1999.

The September 30, 1999 Amendment that changed the accounting  method of majority
held equipment from the consolidation  method of accounting to the equity method
of  accounting  also  impacted  the  reporting  of  lease  revenues  for  marine
containers.  As a result of the  Amendment,  during the three months ended March
31, 2000, lease revenues decreased $0.4 million when compared to the same period
of 1999. The decrease in lease revenues caused by the Amendment was offset by an
increase  in marine  containers  lease  revenues of $0.5  million  caused by the
purchase of additional equipment during 1999.

Railcars:  Railcar lease revenues and direct expenses were $0.6 million and $0.1
million,  respectively,  for the three months ended March 31, 2000,  compared to
$0.7 million and $0.1 million, respectively, during the same period of 1999. The
decrease in railcar  lease  revenues  of $44,000 was due to the  increase in the
number of railcars that are not on lease during the three months ended March 31,
2000 when compared to the same period of 1999.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.3 million and
$9,000,  respectively,  for the three months  ended March 31, 2000,  compared to
$0.5  million and  $5,000,  respectively,  during the same  period of 1999.  The
decrease of $0.2 million in aircraft lease revenues was due to the sale of three
commercial aircraft during 1999.

Portable heaters: The Partnership sold all the portable heaters during September
1999.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses were $2.4 million for the three months ended March 31,
2000,  a decrease  from $3.4  million for the same  period in 1999.  Significant
variances are explained as follows:

     (i) A $0.9 million decrease in depreciation and amortization  expenses from
1999 levels reflects the decrease of $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,  a decrease  of $0.3  million due to the sale of
certain  equipment  during 2000 and 1999,  and a decrease  of $0.7  million as a
result of the Amendment  which changed the  accounting  method used for majority
held equipment from the consolidation  method of accounting to the equity method
of  accounting.  These  decreases  were  offset in part,  by an increase of $0.3
million in depreciation and amortization expenses resulting from the purchase of
additional equipment during 2000 and 1999.

     (ii)A $0.1  million  decrease  in  management  fees was due to lower  lease
revenues earned by the Partnership  during the quarter ended March 31, 2000 when
compared to the same period of 1999.

     (iii) A $45,000  decrease  in interest  expense was due to a lower  average
outstanding  debt balance in the first quarter of 2000 when compared to the same
period of 1999

     (iv)A $0.1 million  increase in  administrative  expenses was due to higher
costs  associated with three  additional PLM short-term  rental  facilities that
specialize in dry trailers.

(C)  Net Gain (Loss) on Disposition of Owned Equipment

The net gain on  disposition  of equipment for the first quarter of 2000 totaled
$1.1 million,  and resulted from the sale of a commuter aircraft, a railcar, and
trailers  with an aggregate  net book value of $1.3 million for proceeds of $2.4
million.  The net loss on disposition of equipment for the first quarter of 1999
totaled $14,000, and resulted from the sale of a railcars, modular buildings and
trailers  with an aggregate  net book value of $0.2 million for proceeds of $0.2
million.

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

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):

                                                For the Three Months
                                                  Ended March 31,
                                               2000              1999
                                            ----------------------------

  Marine containers                          $     54         $    --
  Mobile offshore drilling unit                    (1)             48
  Marine vessels                                 (108)            (22)
  Aircraft                                       (393)          2,700
                                             ===========      =========
    Equity in net income (loss) of USPEs     $   (448)        $ 2,726

Marine containers:  The September 30, 1999 Amendment that changed the accounting
method of majority held equipment from the consolidation method of accounting to
the equity method of accounting, affected the lease revenues and direct expenses
of marine  containers for the three months ended March 31, 2000 when compared to
the same period of 1999.  During the three months  ended March 31,  2000,  lease
revenues of $0.3 million were offset by depreciation  expense,  direct expenses,
and administrative expenses of $0.3 million. Marine container lease revenues and
depreciation expense,  direct expenses, and administrative expenses for the same
period of 1999, were reported under the consolidation method of accounting under
Owned Equipment Operations.

Mobile offshore drilling unit: The Partnership's  interest in an entity owning a
mobile offshore drilling unit was sold during the fourth quarter of 1999. During
the three  months  ended March 31,  1999,  lease  revenues of $0.1  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$0.1 million.

Marine vessels:  During the three months ended March 31, 2000, lease revenues of
$0.7  million  were  offset  by  depreciation  expense,   direct  expenses,  and
administrative  expenses of $0.9 million.  During the same period of 1999, lease
revenues of $0.2 million were offset by depreciation  expense,  direct expenses,
and administrative expenses of $0.2 million.

The increase in marine  vessel lease  revenues of $0.6 million and  depreciation
expense, direct expenses, and administrative expenses of $0.6 million during the
three  months  ended  March 31,  2000,  was  caused by the  September  30,  1999
Amendment that changed the accounting method of majority held equipment from the
consolidation  method of accounting  to the equity method of accounting  for one
marine vessel. The lease revenues and depreciation expense, direct expenses, and
administrative expenses for the majority owned marine vessel were reported under
the consolidation  method of accounting under Owned Equipment  Operations during
the three months ended March 31, 1999.

Aircraft:  During the three months ended March 31, 2000,  lease revenues of $0.5
million were offset by depreciation expense, direct expenses, and administrative
expenses of $0.9 million. During the same period of 1999, lease revenues of $0.9
million and the gain from the sale of the  Partnership's  interest in two trusts
of $3.1  million  were offset by  depreciation  expense,  direct  expenses,  and
administrative  expenses of $1.3 million.  Lease revenues decreased $0.3 million
due to the  sale  of the  Partnership's  investment  in a  trust  that  owned  a
767-200ER  commercial  aircraft  during the second quarter 1999. The decrease in
expenses of $0.4 million was primarily due to lower  depreciation  expense.  The
sale  of  the  Partnership's   interest  in  three  trusts  during  1999  caused
depreciation expense to decrease $0.3 million. Depreciation expense decreased an
additional $0.3 million as the result of the double  declining-balance method of
depreciation  which results in greater  depreciation in the first years an asset
is owned. The decreases were offset, in part, by the Partnership's investment in
an  additional   trust  during  the  second   quarter  of  1999  which  increase
depreciation expense $0.3 million.

(E)  Net Income

As a result of the foregoing,  the  Partnership had a net income of $0.9 million
for the three  months  ended  March 31,  2000,  compared to a net income of $3.2
million  during the same period of 1999. 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 first quarter of 2000 is not necessarily indicative of future
periods. In the first quarter of 2000, the Partnership  distributed $2.3 million
to the limited partners, or $0.43 per weighted-average limited partnership unit.

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

For the three months ended March 31, 2000, the Partnership  generated  operating
cash  of  $3.0  million  (net  cash  provided  by  operating  activities,   plus
non-liquidating  distributions from USPEs) to meet its operating obligations and
maintain the current level of distributions  (total for three months ended March
31, 2000 of approximately $2.4 million) to the partners.

During the three months ended March 31, 2000, the  Partnership  sold or disposed
of wholly-owned equipment and received aggregate proceeds of $2.5 million.

The Partnership  purchased marine  containers for $0.4 million including accrued
acquisition fees of $15,000 million to PLM Financial Services, Inc., (FSI or the
General Partner), a wholly-owned subsidiary of PLM International, Inc., for this
equipment.

During the three months ended March 31, 2000,  due to affiliates  increased $0.1
million.  During the three months ended March 31, 2000, the Partnership received
an  additional  deposit of $0.1  million that is due to an  affiliated  USPE for
engine reserves.

During the three  months  ended March 31,  2000,  prepaid  engine  reserves  and
security  deposits  decreased $0.5 million.  Marine vessel dry docking  reserves
decreased $0.4 million due to the payment of dry docking expenses reserved for a
marine  vessel  and  security  deposits   decreased  $0.1  million  due  to  the
reclassification  of a deposit  towards the  purchase of a commuter  aircraft to
sales proceeds.

The  Partnership  is scheduled to make an annual debt payment of $3.0 million to
the lenders of the notes payable on December 29, 2000.

The General  Partner has entered into a short-term  joint $24.5  million  credit
facility.  As  of  May  5,  2000,  no  eligible  borrower  had  any  outstanding
borrowings.  The General Partner believes it will be able to renew the Committed
Bridge Facility upon its June 30, 2000 expiration with similar terms as those in
the current Committed Bridge Facility.

(III)    EFFECTS OF YEAR 2000

To date, the Partnership has not experienced any material Year 2000 (Y2K) issues
with  either  its  internally  developed  software  or  purchased  software.  In
addition,  to date,  the  Partnership  has not been impacted by any Y2K problems
that may have impacted our customers and suppliers.  The amount allocated to the
Partnership by the General  Partner related to Y2K issues has not been material.
The General  Partner  continues  to monitor its  systems for any  potential  Y2K
issues.

(IV) OUTLOOK FOR THE FUTURE

Several factors may affect the Partnership's  operating  performance in 2000 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.

Factors  affecting the Partnership's  contribution  during the remainder of 2000
and beyond include:

1. The Partnership is experiencing  difficulty in leasing a commercial  aircraft
in which the Partnership has a partial interest.

2. Depressed economic  conditions in Asia during most of 1999 led to low freight
rates for dry bulk marine vessels.  As Asia began its economic recovery later in
1999  freight  rates  began to increase  and,  in the absence of new  additional
orders,  this market  would be expected  to  continue  to show  improvement  and
stabilize over the next one to two years.

3.  Railcar  loadings in North  America  have  continued  to be high,  however a
softening  in the market is  expected  which may lead to lower  utilization  and
lower  contribution  to the  Partnership  as existing  leases expire and renewal
leases are negotiated.

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  intends to use  excess  cash flow,  if any,  after  payment of
operating  expenses,  pay principal and interest on debt, and cash distributions
to the partners, to acquire additional equipment during the first seven years of
Partnership  operations,  which concludes December 31, 2001. The General Partner
believes  that  these   acquisitions  may  cause  the  Partnership  to  generate
additional earnings and cash flow for the Partnership.

(V)  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 three months ended March 31,  2000,  71% of the  Partnership's
total lease  revenues  from  wholly-  and  partially-owned  equipment  came from
non-United States domiciled lessee's.  Most of the Partnership's  leases require
payment in United States (U.S.)  currency.  If these lessees  currency  devalues
against the U.S. dollar, the lessees could potentially  encounter  difficulty in
making the U.S. dollar denominated lease payments.




<PAGE>



                          PART II -- OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits

                  None.

           (b)    Reports on Form 8-K

                  None.





<PAGE>









Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                         PLM EQUIPMENT GROWTH & INCOME FUND VII

                         By:      PLM Financial Services, Inc.
                                  General Partner



Date: May 5, 2000        By:      /s/ Richard K Brock
                                  -----------------------------------
                                  Richard K Brock
                                  Vice President and
                                  Chief Financial Officer