UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                 For the quarterly period ended June 30, 2002


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


             For the transition period from _________to _________

                         Commission file number 0-14369


                  SHELTER  PROPERTIES  VII  LIMITED  PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



         South Carolina                                          57-0784852
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                       55 Beattie Place, P.O. Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                                  June 30, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  235
   Receivables and deposits                                                     234
   Restricted escrows                                                            14
   Other assets                                                                 298
   Investment property:
      Land                                                     $ 714
      Buildings and related personal property                   7,342
                                                                8,056
      Less accumulated depreciation                            (4,187)        3,869
                                                                            $ 4,650

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 20
   Tenant security deposit liabilities                                           37
   Accrued property taxes                                                        44
   Other liabilities                                                            165
   Mortgage note payable                                                      6,950

Partners' Deficit
   General partners                                            $ (101)
   Limited partners (17,343 units issued and
      outstanding)                                             (2,465)       (2,566)
                                                                            $ 4,650

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                     (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                           Three Months Ended            Six Months Ended
                                                June 30,                     June 30,
                                          2002           2001           2002          2001
Revenues:                                             (Restated)                   (Restated)
<S>                                       <C>            <C>            <C>           <C>
  Rental income                           $ 379          $ 372          $ 760         $ 750
  Other income                                55             43            104            88
       Total revenues                        434            415            864           838

Expenses:
  Operating                                  141            118            267           228
  General and administrative                 138             62            178           110
  Depreciation                                59             61            117           120
  Interest                                   128             95            234           190
  Property taxes                              23             24             43            46
  Loss on early extinguishment
    of debt                                   --             --            241            --
       Total expenses                        489            360          1,080           694

(Loss) income from continuing
  operations                                 (55)            55           (216)          144
Loss from discontinued
  operations                                  --            (34)            --           (50)

Net (loss) income                         $ (55)         $ 21          $ (216)        $ 94

Net (loss) income allocated to
  general partners (1%)                   $ (1)          $ --           $ (2)          $ 1
Net (loss) income allocated to
  limited partners (99%)                     (54)            21           (214)           93

                                          $ (55)         $ 21          $ (216)        $ 94
Per limited partnership unit:
  (Loss) income from continuing
    operations                           $ (3.11)       $ 3.17         $(12.34)      $ 8.24
  Loss from discontinued
    operations                                --          (1.96)            --         (2.88)

Net (loss) income                        $ (3.11)       $ 1.21         $(12.34)      $ 5.36

Distributions per limited
  partnership unit                       $119.93        $ 4.61         $119.93       $ 9.51

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP
            CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                    <C>             <C>        <C>        <C>
Original capital contributions         17,343          $ 2        $17,343    $17,345

Partners' deficit at
   December 31, 2001                   17,343         $ (99)      $ (171)     $ (270)

Distributions to partners                  --             --       (2,080)    (2,080)

Net loss for the six months
   ended June 30, 2002                     --             (2)        (214)      (216)

Partners' deficit at
   June 30, 2002                       17,343         $ (101)     $(2,465)   $(2,566)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)
<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2002        2001
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net (loss) income                                                $ (216)      $ 94
  Adjustments to reconcile net (loss) income to net cash
   (used in) provided by operating activities:
     Depreciation                                                     117          436
     Amortization of discounts and loan costs                           8           34
     Loss on early extinguishment of debt                             241           --
     Casualty gain                                                     --          (18)
     Change in accounts:
      Receivables and deposits                                       (147)          (8)
      Other assets                                                    (16)         (37)
      Accounts payable                                                  1          (24)
      Tenant security deposit liabilities                               2            6
      Accrued property taxes                                          (61)         (45)
      Other liabilities                                                34            6
         Net cash (used in) provided by operating activities          (37)         444

Cash flows from investing activities:
  Property improvements and replacements                              (27)        (228)
  Insurance proceeds received                                          --           18
  Net withdrawals from (deposits to) restricted escrows                62           (1)
         Net cash provided by (used in) investing activities           35         (211)

Cash flows from financing activities:
  Repayments of mortgage notes payable                             (4,381)          --
  Payments on mortgage notes payable                                  (47)        (104)
  Proceeds from mortgage note payable                               6,990           --
  Distributions to partners                                        (2,080)        (166)
  Debt extinguishment cost                                           (179)          --
  Loan costs paid                                                    (278)         (32)
         Net cash provided by (used in) financing activities           25         (302)

Net increase (decrease) in cash and cash equivalents                   23          (69)
Cash and cash equivalents at beginning of period                      212          344
Cash and cash equivalents at end of period                         $ 235        $ 275

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 212        $ 367


         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties VII Limited Partnership (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of Shelter  Realty VII  Corporation  (the
"Corporate  General Partner"),  all adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month periods ended June 30, 2002,  are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2002.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2001.
The  Corporate  General  Partner is a  subsidiary  of Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January  1,  2001 to  reflect  the  operations  of  Hickory  Ridge as loss  from
discontinued operations.

Effective  April 1, 2002, the Partnership  adopted SFAS No. 145,  "Rescission of
FASB  Statements No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the  Partnership.  As a result,  the  accompanying  consolidated  statements  of
operations  reflect the loss on early  extinguishment of debt at Governor's Park
(see "Note D") in operations rather than as an extraordinary item.

Note B - Reconciliation of Cash Flows

As required by the Partnership  Agreement,  the following is a reconciliation of
"net cash  (used in)  provided  by  operating  activities"  in the  accompanying
consolidated statements of cash flows to "net cash from operations",  as defined
in the Partnership Agreement.  However, "net cash from operations" should not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

                                                              Six Months Ended
                                                                   June 30,
                                                            2002           2001
                                                               (in thousands)
Net cash (used in) provided by operating activities         $ (37)        $ 444
   Payments on mortgage notes payable                          (47)        (104)
   Property improvements and replacements                      (27)        (228)
   Change in restricted escrows, net                            62           (1)
   Changes in reserves for net operating
    liabilities                                                187          102
   Additional reserves                                        (138)        (213)

      Net cash from operations                              $ --          $ --

The Corporate  General Partner  reserved an additional  $138,000 and $213,000 at
June 30, 2002 and 2001,  respectively,  to fund capital improvements and repairs
at  the  Partnership's   investment  property  and  two  investment  properties,
respectively.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from  both  of the  Registrant's  properties  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$43,000  and  $107,000  for the  six  months  ended  June  30,  2002  and  2001,
respectively, which is included in operating expenses and loss from discontinued
operations, respectively.

An  affiliate  of the  Corporate  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $60,000 and
$74,000 for the six months ended June 30, 2002 and 2001, respectively.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Corporate  General  Partner.  During the six months ended
June 30, 2002 and 2001, the  Partnership was charged by AIMCO and its affiliates
approximately $17,000 and $50,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note D - Refinancing of Mortgage Note Payable

On  February  8, 2002,  the  Partnership  refinanced  the  mortgage  encumbering
Governor's  Park. The refinancing  replaced the first mortgage of  approximately
$4,234,000 and the second mortgage of approximately $147,000 with a new mortgage
balance of $6,990,000.  The new mortgage carries a stated interest rate of 7.12%
compared to the 7.83% interest rate on the old mortgages. Principal and interest
payments on the mortgage of approximately $55,000 are due monthly until the loan
matures  in March  2022 at which  time the loan will be fully  amortized.  Total
capitalized loan costs were approximately $278,000. The Partnership recognized a
loss on the early  extinguishment  of debt of approximately  $241,000 due to the
write-off of unamortized loan costs and debt discount and prepayment penalties.

Note E - Sale of Discontinued Operations

On July 16, 2001, the Partnership  sold Hickory Ridge Apartments to an unrelated
third  party for net  proceeds of  approximately  $11,333,000  after  payment of
closing costs. The Partnership realized a gain of approximately  $4,173,000 as a
result of the sale. The  Partnership  used  approximately  $5,990,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$7,000 as a result of  unamortized  loan costs being written off. As a result of
the  sale,  the  operations  of the  property  are  being  shown as  "Loss  from
discontinued  operations"  for the three and six  months  ended  June 30,  2001.
Included in this amount is  approximately  $587,000  and  $1,235,000  of revenue
generated by the property.

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

The Corporate General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>
Item 2.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the  property for the six
months ended June 30, 2002 and 2001:

                                                             Average
                                                            Occupancy
Property                                                2002          2001

Governor's Park Apartments                              92%           92%
  Ft. Collins, Colorado

Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2002 was
approximately $55,000 and $216,000,  respectively,  as compared to net income of
approximately $21,000 and $94,000, respectively, for the corresponding period in
2001.  The decrease in net income for the three and six month  periods is due to
an increase in total  expenses  offset by an  increase in total  revenues.  This
decrease was slightly offset by the sale of Hickory Ridge Apartments on July 16,
2001.  Effective January 1, 2002, the Partnership adopted Statement of Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January  1,  2001 to  reflect  the  operations  of  Hickory  Ridge as loss  from
discontinued operations.

Excluding the discontinued  operations,  the loss from continuing operations for
the six months ended June 30, 2002 was approximately $216,000 compared to income
from continuing  operations of  approximately  $144,000 for the six months ended
June 30,  2001  and the  loss  for the  three  months  ended  June 30,  2002 was
approximately   $55,000  compared  to  income  from  continuing   operations  of
approximately  $55,000 for the three months ended June 30, 2001. The decrease in
income is due to an increase in total expenses and the  recognition of a loss on
the  early   extinguishment  of  debt  from  the  refinancing  of  the  mortgage
encumbering Governor's Park Apartments, partially offset by an increase in total
revenues. Total expenses increased due to an increase in operating, interest and
general and  administrative  expenses.  Operating  expenses  increased due to an
increase in some utility costs and an increase in professional fees. General and
administrative  expenses  increased  due  to an  increase  in  taxes,  fees  and
licenses.  Interest  expense  increased due to the  refinancing  of the mortgage
encumbering Governor's Park Apartments.

Total revenues increased for the three and six months ended June 30, 2002 due to
an increase in rental income and other income. Rental income increased primarily
due to a decrease in concessions and special promotions.  Other income increased
due to an increase in tenant and utility related reimbursements and fees.

Included  in general  and  administrative  expense  for the three and six months
ended June 30,  2002 and 2001 are  management  reimbursements  to the  Corporate
General Partner as allowed under the Partnership  Agreement.  In addition,  cost
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative expenses.

As part of the ongoing business plan of the Partnership,  the Corporate  General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Corporate  General  Partner  attempts to protect the  Partnership
from the burden of  inflation-related  increases in expenses by increasing rents
and maintaining a high overall occupancy level.  However, due to changing market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Corporate General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2002, the Registrant had cash and cash  equivalents of approximately
$235,000  compared to  approximately  $275,000 at June 30, 2001. The increase in
cash and cash equivalents of approximately  $23,000 since the Partnership's year
end is due to  approximately  $35,000 and $25,000 of cash  provided by investing
and  financing  activities,  respectively,  partially  offset  by  approximately
$37,000  of cash  used in  operating  activities.  Cash  provided  by  financing
activities  consisted  primarily of proceeds from the  refinancing of Governor's
Park  Apartments  offset by the  repayment  of the  mortgage  notes  encumbering
Governor's Park Apartments,  the payment of debt  extinguishment and loan costs,
principal payments on the mortgage encumbering  Governor's Park Apartments,  and
distributions to the partners.  Cash provided by investing  activities consisted
of net  withdrawals  from  restricted  escrows,  partially  offset  by  property
improvements  and  replacements.  The  Registrant  invests its  working  capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other  operating  needs of the Registrant and to comply with Federal,  state
and local legal and regulatory  requirements.  Capital  improvements planned for
the Registrant's property are detailed below.

Governor's Park Apartments:  The Partnership has budgeted  approximately $66,000
for the year 2002 for capital improvements, consisting primarily of parking area
improvements  and appliance and floor  covering  replacements.  The  Partnership
completed  approximately  $27,000 in capital  expenditures  at  Governor's  Park
Apartments  during the six months ended June 30, 2002,  consisting  primarily of
floor  covering  and  appliance  replacements.  These  improvements  were funded
primarily  from  operations  and  replacement   reserves.   Additional   capital
improvements may be considered and will depend on the physical  condition of the
property as well as the  anticipated  cash flow  generated  by the  property and
replacement reserves.

Additional capital improvements  planned for 2002 at the Partnership's  property
will be incurred only if cash is available from  operations or from  Partnership
reserves.  To the extent that such budgeted capital  improvements are completed,
the Registrant's  distributable  cash flow, if any, may be adversely affected at
least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $6,950,000  is  amortized  over 240  months and
matures March 15, 2022 at which time it will be fully amortized.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                           Per Limited                    Per Limited
                         Six Months Ended  Partnership Six Months Ended   Partnership
                           June 30, 2002      Unit       June 30, 2001       Unit

<S>                            <C>            <C>            <C>            <C>
Operations                     $ --           $ --           $ 86           $ 4.90
Refinancing proceeds           1,442           83.14            80            4.61
Sale proceeds                    638           36.79            --              --
                              $2,080         $119.93         $ 166          $ 9.51
</TABLE>

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from operations,  the availability of cash reserves,  and the timing of the debt
maturity,  refinancing  and/or property sale. There can be no assurance that the
Registrant will generate sufficient funds from operations after required capital
expenditures  to permit any  further  distributions  to its  partners in 2002 or
subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 10,774 limited  partnership  units
(the "Units") in the Partnership representing 62.12% of the outstanding units at
June 30, 2002. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire additional units of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO either through private  purchases or tender offers. In this
regard, on June 25, 2002, a tender offer by AIMCO  Properties,  L.P., to acquire
any and all of the Units not owned by affiliates  of AIMCO for a purchase  price
of $87.00 per Unit  expired.  Pursuant to this offer,  AIMCO  acquired 205 Units
during  the  quarter  ended  June 30,  2002.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect  to a  variety  of  matters,  which  would  include  voting  on  certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  62.12% of the  outstanding
Units,  AIMCO is in a position to control all such voting decisions with respect
to the Registrant.  Although the Corporate General Partner owes fiduciary duties
to the limited partners of the Partnership,  the Corporate  General Partner also
owed fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of  the  Corporate  General  Partner,  as  corporate  general  partner,  to  the
Partnerships  and its limited partners may come into conflict with the duties of
the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

The  investment  property is recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

The Corporate General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

ITEM 2.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 3, Amended and Restated  Certificate  and  Agreement
                  of  Limited   Partnership   (Exhibit  A  to  the  Prospectus
                  included in  Registrant's  Amendment  No. 1 to  Registration
                  Statement,  filed  March 18,  1985  (File No.  2-94604),  is
                  incorporated herein by reference).

                  Exhibit 99,  Certification  of Chief  Executive  Officer and
                  Chief Financial Officer.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2002.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    SHELTER PROPERTIES VII LIMITED PARTNERSHIP


                                    By:   Shelter Realty VII Corporation
                                          Corporate General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 14, 2002


<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                     Pursuant to 18 U.S.C. Section 1350,
                            As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Shelter Properties VII
Limited Partnership (the "Partnership"), for the quarterly period ended June 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the Chief  Executive
Officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
Chief Financial Officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                    /s/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 14, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.