FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        QUARTERLY OR TRANSITIONAL REPORT


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                 For the quarterly period ended March 31, 1999

                                       or

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


                   For the transition period from          to

                         Commission file number 0-14369


                   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

Check whether the issuer (1) 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   .
                         
                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

a)
                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)
                                  (Unaudited)

                                 March 31, 1999



Assets

  Cash and cash equivalents                                  $   842

  Receivables and deposits                                       279

  Restricted escrows                                              92

  Other assets                                                   123

  Investment properties:

    Land                                       $ 1,774

    Buildings and related personal property     20,257

                                                22,031

    Less accumulated depreciation              (10,973)

                                                              11,058

                                                             $12,394

Liabilities and Partners' Capital (Deficit)

Liabilities

  Accounts payable                                           $    17

  Tenant security deposit liabilities                             82

  Accrued property taxes                                         254

  Other liabilities                                              136

  Mortgage notes payable                                      10,880

Partners' Capital (Deficit)

  General partners                             $  (136)

  Limited partners (17,343 units

    issued and outstanding)                      1,161

                                                               1,025

                                                             $12,394


          See Accompanying Notes to Consolidated Financial Statements

b)
                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)
                                  (Unaudited)



                                                   Three Months Ended

                                                        March 31,

                                                   1999          1998

Revenues:

Rental income                                         $  933         $ 927

Other income                                              44            50

  Total revenues                                         977           977

Expenses:

Operating                                                322           314

General and administrative                                43            36

Depreciation                                             211           207

Interest                                                 224           224

Property taxes                                            51            62

  Total expenses                                         851           843

Net income                                            $  126         $ 134

Net income allocated to general partners (1%)         $    1         $   1

Net income allocated to limited partners (99%)           125           133

                                                      $  126         $ 134

Net income per limited partnership unit               $ 7.21         $7.67

Distributions per limited partnership unit            $34.25         $  --


          See Accompanying Notes to Consolidated Financial Statements

c)
                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                    (amounts in thousands, except unit data)
                                  (Unaudited)



                                  Limited

                                Partnership   General     Limited

                                   Units      Partners    Partners     Total


Original capital contributions    17,343      $     2    $17,343     $17,345


Partners' capital (deficit)

  at December 31, 1998            17,343      $  (131)   $ 1,630     $ 1,499

Distributions paid to partners        --           (6)      (594)       (600)

Net income for the three months

  ended March 31, 1999                --            1        125         126

Partners' capital (deficit)

  at March 31, 1999               17,343      $  (136)   $ 1,161     $ 1,025


          See Accompanying Notes to Consolidated Financial Statements

d)
                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (Unaudited)



                                                        Three Months Ended

                                                            March 31,

                                                         1999       1998

Cash flows from operating activities:

  Net income                                           $  126      $  134

  Adjustments to reconcile net income to net cash

   provided by operating activities:

    Depreciation                                          211         207

    Amortization of discounts and loan costs               14          11

    Change in accounts:

      Receivables and deposits                            (18)         84

      Other assets                                          1          15

      Accounts payable                                    (10)        (65)

      Tenant security deposit liabilities                   5          (1)

      Accrued property taxes                               13         (85)

      Other liabilities                                    21         (11)


         Net cash provided by operating activities        363         289

Cash flows from investing activities:

  Property improvements and replacements                  (70)        (73)

  Net deposits to restricted escrows                       (1)         (1)

         Net cash used in investing activities            (71)        (74)

Cash flows from financing activities:

  Payments on mortgage notes payable                      (51)        (47)

  Distributions paid to partners                         (600)         --

         Net cash used in financing activities           (651)        (47)

Net (decrease) increase in cash and cash equivalents     (359)        168

Cash and cash equivalents at beginning of period        1,201         612

Cash and cash equivalents at end of period             $  842      $  780

Supplemental disclosure of cash flow information:

  Cash paid for interest                               $  210      $  213


          See Accompanying Notes to Consolidated Financial Statements

e)
                   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 Article
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 month period ended March 31,
1999, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1999.  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, 1998.

Principles of Consolidation

The Registrant's financial statements include the accounts of the Registrant and
its 99.99% owned partnership.  The general partner of the consolidated
partnership is Shelter Realty VII Corporation.  Shelter Realty VII Corporation
may be removed by the Registrant; therefore, the consolidated partnership is
controlled and consolidated by the Registrant.  All significant interpartnership
transactions have been eliminated.

NOTE B - TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, ("AIMCO") a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger").  As a result, AIMCO ultimately acquired 100% ownership
of the Corporate General Partner. The Corporate General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.

NOTE C - RECONCILIATION OF CASH FLOWS

The following is a reconciliation of the subtotal on the accompanying
consolidated statements of cash flows captioned "net cash provided by operating
activities" to "net cash used in operations," as defined in the Partnership
Agreement.  However, "net cash used in 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.


                                                    Three Months Ended

                                                         March 31,

                                                     1999          1998

                                                      (in thousands)


Net cash provided by operating activities               $ 363        $ 289

  Payments on mortgage notes payable                     (51)         (47)

  Property improvements and replacements                 (70)         (73)

  Change in restricted escrows, net                       (1)          (1)

  Changes in reserves for net operating

   liabilities                                           (12)           63

  Additional reserves                                   (229)        (231)

      Net cash used in operations                       $  --        $  --


At March 31, 1999 and 1998, the Corporate General Partner believed it to be in
the best interest of the Partnership to reserve an additional $229,000 and
$231,000, respectively to fund maintenance items and capital improvements at
both of the Partnership's properties.

NOTE D - 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with the
Corporate General Partner and its affiliates were incurred during the three
months ended March 31, 1999 and 1998:

                                                            1999          1998

                                                               (in thousands)

Property management fees (included in operating

 expenses)                                                        $ 49    $ 47

Reimbursement for services of affiliates

 (included in general and administrative

  and operating expenses)                                           21      23


During the three months ended March 31, 1999 and 1998, affiliates of the
Corporate General Partner were 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 $49,000 and $47,000 for the
three months ended March 31, 1999 and 1998, respectively.

An affiliate of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $21,000 and
$23,000 for the three months ended March 31, 1999 and 1998, respectively.

During December 1997, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership.  The Purchaser offered to purchase up to 7,000 of the outstanding
units of limited partnership interest in the Partnership at $350 per Unit, net
to the seller in cash. During February 1998, the tender offer was completed and
the Purchaser tendered 2,180 units of limited partnership interest at $350 per
Unit in the Partnership or approximately 12.57% of the total outstanding units.

NOTE E - SEGMENT REPORTING

Description of the types of products and services from which the reportable
segment derives its revenues:

The Partnership has one reportable segment: residential properties.  The
Partnership's residential property segment consists of two apartment complexes,
located in Tennessee and Colorado.  The Partnership rents apartment units to
tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The Partnership evaluates performance based on net operating income.  The
accounting policies of the reportable segment are the same as those described in
the summary of significant accounting policies in the Partnership's annual
report on Form 10-KSB for the year ended December 31, 1998.

Factors management used to identify the enterprise's reportable segment:

The Partnership's reportable segment consists of investment properties that
offer similar products and services.  Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.

Segment information for the three months ended March 31, 1999 and 1998 is shown
in the tables below.  The "Other" column includes partnership administration
related items and income and expense not allocated to the reportable segment.

                 1999                   Residential     Other        Totals
Rental income                           $   933      $     --     $    933
Other income                                 40             4           44
Interest expense                            224            --          224
Depreciation                                211            --          211
General and administrative expense           --            43           43
Segment profit (loss)                       165           (39)         126
Total assets                             12,208           186       12,394
Capital expenditures for investment
  properties                                 70            --           70

                 1998
Rental income                           $   927     $     --     $    927
Other income                                 45            5           50
Interest expense                            224           --          224
Depreciation                                207           --          207
General and administrative expense           --           36           36
Segment profit (loss)                       165          (31)         134
Total assets                             12,238          431       12,669
Capital expenditures for investment
  Properties                                 73           --           73

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. in the Superior Court of the State of California
for the County of San Mateo.  The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership funds, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company ("AIMCO").  The complaint seeks 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 have filed an amended
complaint.  The Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999.  No ruling on such demurrers
has been received.  The Corporate General Partner does not anticipate that costs
associated with this case, if any, 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.

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 disclosure
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 operation.  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 properties consists of two apartment complexes.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 1999 and 1998:


                                                Average Occupancy

Property                                         1999      1998

Hickory Ridge Apartments

 Memphis, Tennessee                               94%       93%

Governor's Park Apartments

 Ft. Collins, Colorado                            94%       97%


Results of Operations

The Partnership realized net income of approximately $126,000 for the three
months ended March 31, 1999 as compared to net income of approximately $134,000
for the three months ended March 31, 1998.  Total revenues remained constant for
the comparable period.  Rental income increased slightly which was fully offset
by a slight decrease in other income.  The decrease in net income is due to an
increase in total expenses.  Expenses increased primarily due to an increase in
operating and general and administrative expenses which was partially offset by
a decrease in property tax expense.  Operating expense increased primarily due
to an increase in advertising costs incurred to increase occupancy at Governor's
Park Apartments.  The increase in advertising expense was partially offset by a
decrease in insurance expense at both of the Partnership's properties due to a
change in hazard insurance policy carrier.  The decrease in property tax expense
is due to an adjustment made during 1998 to account for an underaccrual of real
estate taxes in 1997.

General and administrative expense increased as a result of an increase in legal
costs, which include the Partnership's portion of settlement costs paid in March
1999 as disclosed in the Partnership's annual report on Form 10-KSB for the year
ended December 31, 1998.  Included in general and administrative expense at both
March 31, 1999 and 1998 are management reimbursements to the Corporate General
Partner allowed under the Partnership Agreement. In addition costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit and appraisals required by the Partnership
Agreement are also included.

As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense.  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 March 31, 1999, the Partnership had cash and cash equivalents of
approximately $842,000 compared to approximately $780,000 at March 31, 1998.
The decrease in cash and cash equivalents of approximately $359,000 for the
three months ended March 31, 1999, from the Partnership's calendar year end is
due to approximately $651,000 of cash used in financing activities and
approximately $71,000 of cash used in investing activities which was partially
offset by approximately $363,000 of cash provided by operating activities.  Cash
used in financing activities consisted primarily of a distribution to partners
and to a lesser extent principal payments made on the mortgages encumbering the
Registrant's properties.  Cash used in investing activities consisted primarily
of property improvements and replacements and, to a lesser extent, deposits to
escrow accounts maintained by the mortgage lender.  The Registrant invests its
working capital reserves in a money market account.

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 properties 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 both of the Registrant's properties are detailed below.

Hickory Ridge

Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $328,000 of capital improvements over the near term.  The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $392,000 for 1999 consisting of roof replacements, landscaping and
irrigation, drainage and pool repairs. During the first quarter of 1999, the
Partnership completed approximately $52,000 of capital improvements at the
property, consisting primarily of floor covering and appliance replacement.

Governor's Park

Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $84,000 of capital improvements over the near term.  The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $116,000 consisting of stairwells, and parking lot repairs. During
the first quarter of 1999, the Partnership completed approximately $18,000 of
capital improvements at the property, consisting primarily of appliance and
floor covering replacements.

The additional capital improvements planned for 1999 at the Partnership's
properties will be made only to the extent of cash 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 $10,880,000, net of discount, is amortized over
varying periods with balloon payments due at maturity, March 1, 2001 and October
15, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date.  If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
may risk losing such properties through foreclosure.

In January 1999, the Partnership distributed approximately $594,000
(approximately $34.25 per limited partnership unit) to the limited partners and
$6,000 to the general partners.  No distributions were made during the
corresponding period of 1998.  The Registrant's distribution policy is reviewed
on a quarterly basis. Future cash distributions will depend on the levels of net
cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings and/or property sales.  There can be no
assurance, however, that the Registrant will generate sufficient funds from
operations after required capital expenditures to permit further distributions
to its partners in subsequent periods. Distributions may also be restricted by
the requirement to deposit net operating income (as defined in the mortgage
note) into the reserve account until the reserve account is funded by an amount
equal to $400 per apartment unit at Governor's Park. The reserve account is
currently fully funded.

Potential Tender Offer

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange.  As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Corporate General Partner.  AIMCO and its
affiliates currently own 22.355% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional partnership interests in the Partnership. There is
a substantial likelihood that, within a short period of time, AIMCO OP will
offer to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-QSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year.  The Partnership
is dependent upon the Corporate General Partner and its affiliates for
management and administrative services ("Managing Agent").  Any of the computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000.  This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999.  The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation.  To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems.  The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional.  In addition to the mainframe, PC-based network servers, routers and
desktop PCs were analyzed for compliance.  The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
March 31, 1999, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.  The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.

Computer Software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs.  Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems.  The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by July 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems.  The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance.  In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems.  While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.  The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired.  To date, these have consisted only of
security systems and phone systems.  As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000.  The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness.  The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions.  The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent).  To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership.  However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows.  To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project.  Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized.  The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner.  As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program.  In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur.  The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday).  Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership.  The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records.  The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others.  These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.



                          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. in the Superior Court of the State of California
for the County of San Mateo.  The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership funds, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company ("AIMCO").  The complaint seeks 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 have filed an amended
complaint.  The Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999.  No ruling on such demurrers
has been received.  The Corporate General Partner does not anticipate that costs
associated with this case, if any, 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.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

       a) Exhibits:

          Exhibit 27, Financial Data Schedule, is filed as part of this report.

       b) Reports on Form 8-K:

          None filed during the quarter ended March 31, 1999.




                                   SIGNATURES


In accordance with Section 13 or 15(d) 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/Timothy R. Garrick
                                   Timothy R. Garrick
                                   Vice President - Accounting

                              Date: May 4, 1999