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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 quarterly period ended March 31, 2003


or

o 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: |  | 0-16718 |  | 
|                        |  |         |  | 

Northland Cable Properties Seven Limited Partnership

(Exact Name of Registrant as Specified in Charter)


|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Washington
(State of Organization)                                               |  | 91-1366564
(I.R.S. Employer Identification No.)
|                                                                                 |  |                                                
|101 Stewart Street, Seattle, Washington
(Address of Principal Executive Offices) |  | 98065
(Zip Code)                               

(206) 621-1351

(Registrants telephone number, including area code)


N/A

(Former name, former address and former fiscal year, if changed since last report)


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 subject to such
filing requirements for the past 90 days.

Yes x No o

Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)

Yes o No x

This filing contains 15 pages.
Exhibits index appears on page 12.





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TABLE OF CONTENTS



|                               |                                                                                                          |  |  |  |  |  |  | 
|------------------------------ | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                            
|                               | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations
|                               | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                                      
|                               | ITEM 4. Controls and procedures                                                                         
|PART II  OTHER INFORMATION   
|                               | ITEM 1 Legal proceedings                                                                                
|                               | ITEM 2 Changes in securities                                                                            
|                               | ITEM 3 Defaults upon senior securities                                                                  
|                               | ITEM 4 Submission of matters to a vote of security holders                                              
|                               | ITEM 5 Other information                                                                                
|                               | ITEM 6 Exhibits and Reports on Form 8-K                                                                 
|SIGNATURES                    
|CERTIFICATIONS                
|EXHIBIT 99 (A)                
|EXHIBIT 99 (B)                



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##### Table of Contents






PART 1  FINANCIAL INFORMATION




ITEM 1. Financial Statements

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
BALANCE SHEETS  (UNAUDITED)

|                                                                                                        |                   |                          |                                   |   |             |            |              |   |             |             |  
|------------------------------------------------------------------------------------------------------- | ----------------- | ------------------------ | --------------------------------- | - | ----------- | ---------- | ------------ | - | ----------- | ----------- | -
|                                                                                                        |                   |                          |                                   |   | March 31,   |            | December 31,
|                                                                                                        |                   |                          |                                   |   | 2003        |            | 2002        
|                                                                                                        |                   |                          |                                   |   |             |            |             
|ASSETS                                                                                                  |                   |                          |                                   |   |             |            |              |  
|Cash                                                                                                    |                   | $                        | 643,282                           |   |             | $          | 519,698      |  
|Accounts receivable                                                                                     |                   |                          | 579,205                           |   |             |            | 485,780      |  
|Due from affiliates                                                                                     |                   |                          | 7,751                             |   |             |            | 34,376       |  
|Prepaid expenses                                                                                        |                   |                          | 155,568                           |   |             |            | 101,471      |  
|System
sale receivable                                                                                  |                   |                          | 1,152,445                         |   |             |            |             |  
|Property and equipment, net of accumulated
depreciation of $13,645,240 and $13,115,638,
respectively    |                   |                          | 12,261,828                        |   |             |            | 12,582,150   |  
|Franchise agreements , net of accumulated
amortization of $10,321,249                                   |                   |                          | 9,607,185                         |   |             |            | 9,607,185    |  
|Loan fees and other intangibles, net of accumulated
amortization of $893,363 and $991,875, respectively |                   |                          | 198,718                           |   |             |            | 517,422      |  
|Assets from discontinued operations                                                                     |                   |                          |                                  |   |             |            | 6,744,817    |  
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|Total assets                                                                                            |                   | $                        | 24,605,982                        |   |             | $          | 30,592,899   |  
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|LIABILITIES AND PARTNERS CAPITAL (DEFICIT)                                                             |                   |                          |                                   |   |             |            |              |  
|Accounts payable and accrued expenses                                                                   |                   | $                        | 1,896,605                         |   |             | $          | 1,910,050    |  
|Due to Managing General Partner and affiliates                                                          |                   |                          | 1,161,270                         |   |             |            | 973,023      |  
|Deposits                                                                                                |                   |                          | 19,200                            |   |             |            | 16,275       |  
|Subscriber prepayments                                                                                  |                   |                          | 341,791                           |   |             |            | 319,343      |  
|Notes payable                                                                                           |                   |                          | 20,832,424                        |   |             |            | 40,054,185   |  
|Liabilities from discontinued operations                                                                |                   |                          |                                  |   |             |            | 947,670      |  
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|                                                                                                        |                   |                          | Total liabilities                 |   |             | 24,251,290 |              |   |             | 44,220,546  |  
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|Partners deficit:                                                                                      |                   |                          |                                   |   |             |            |              |  
|                                                                                                        | General Partners: |                          |                                   |   |             |            |              |   |            
|                                                                                                        |                   | Contributed capital, net |                                   |   | (25,367     | )          |              |   | (25,367     | )          
|                                                                                                        |                   | Accumulated deficit      |                                   |   | (183,554    | )          |              |   | (323,378    | )          
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|                                                                                                        |                   |                          | (208,921                          | ) |             |            | (348,745     | )
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|                                                                                                        | Limited Partners: |                          |                                   |   |             |            |              |   |            
|                                                                                                        |                   | Contributed capital, net |                                   |   | 18,735,576  |            |              |   | 18,735,576  |            
|                                                                                                        |                   | Accumulated deficit      |                                   |   | (18,171,963 | )          |              |   | (32,014,478 | )          
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|                                                                                                        |                   |                          | 563,613                           |   |             |            | (13,278,902  | )
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|                                                                                                        |                   |                          | Total partners capital (deficit) |   |             | 354,692    |              |   |             | (13,627,647 | )
|                                                                                                        |                   |                          |                                   |   |             |            |              |  
|Total liabilities and partners capital (deficit)                                                       |                   | $                        | 24,605,982                        |   |             | $          | 30,592,899   |  
|                                                                                                        |                   |                          |                                   |   |             |            |              |  

The accompanying notes are an integral part of these balance sheets.





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NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS  (UNAUDITED)

|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |   |           |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | --- | ------------------------------------ | ---------- | --------- | - | --------- | -------- | -
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     | For the three months ended March 31,
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                     
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     | 2003                                 |            | 2002     
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |          
|Service revenues                                                                                                                                      |                | $                                                                                                                                                         | 3,453,863                                        |     |                                      | $          | 3,287,687 |  
|Expenses:                                                                                                                                             |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                | Cable system operations (including
$37,213 and $33,583 to affiliates in
2003 and 2002, respectively), excluding
depreciation and amortization shown below |                                                  |     | 220,207                              |            |           |   | 219,290   |         
|                                                                                                                                                      |                | General and administrative (including
$364,480 and $291,739 to affiliates
in 2003 and 2002, respectively)                                                 |                                                  |     | 843,236                              |            |           |   | 786,528   |         
|                                                                                                                                                      |                | Programming (including $10,490 and
$5,807 to affiliates in 2003 and 2002,
respectively)                                                                   |                                                  |     | 1,189,396                            |            |           |   | 1,075,338 |         
|                                                                                                                                                      |                | Depreciation and amortization                                                                                                                             |                                                  |     | 535,724                              |            |           |   | 556,883   |         
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                |                                                                                                                                                           | 2,788,563                                        |     |                                      |            | 2,638,039 |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Income from operations                                                                                                                                |                |                                                                                                                                                           | 665,300                                          |     |                                      |            | 649,648   |  
|Other income (expense):                                                                                                                               |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                |                                                                                                                                                           | Interest expense                                 |     |                                      | (306,850   | )         |   |           | (402,471 | )
|                                                                                                                                                      |                |                                                                                                                                                           | Loan fees                                        |     |                                      | (127,545   | )         |   |           | (17,716  | )
|                                                                                                                                                      |                |                                                                                                                                                           | Interest income                                  |     |                                      | 775        |           |   |           | 1,181    |  
|                                                                                                                                                      |                |                                                                                                                                                           | Unrealized gain on interest rate swap agreements |     |                                      |           |           |   |           | 277,449  |  
|                                                                                                                                                      |                |                                                                                                                                                           | Loss on disposal of assets                       |     |                                      | (14,295    | )         |   |           | (533     | )
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                |                                                                                                                                                           | (447,915                                         | )   |                                      |            | (142,090  | )
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Income from continuing operations                                                                                                                     |                | $                                                                                                                                                         | 217,385                                          |     |                                      | $          | 507,558   |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Discontinued operations (note 3)
Income (loss) from operations of Washington
systems, net (including gain on sale of systems
of $14,113,294 in 2003 ) |                |                                                                                                                                                           | 13,764,954                                       |     |                                      |            | (143,649  | )
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Net income                                                                                                                                            |                |                                                                                                                                                           | 13,982,339                                       |     |                                      |            | 363,909   |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Allocation of net income:                                                                                                                             |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                |                                                                                                                                                           | General Partners                                 |     | $                                    | 139,823    |           |   | $         | 3,639    |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      |                |                                                                                                                                                           | Limited Partners                                 |     | $                                    | 13,842,516 |           |   | $         | 360,270  |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Net income per limited partnership unit:                                                                                                              |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|                                                                                                                                                      | (49,656 units) |                                                                                                                                                           | $                                                | 279 |                                      |            | $         | 7 |          
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  
|Net income per $1,000 investment                                                                                                                      |                | $                                                                                                                                                         | 558                                              |     |                                      | $          | 15        |  
|                                                                                                                                                      |                |                                                                                                                                                           |                                                  |     |                                      |            |           |  

The accompanying notes are an integral part of these statements.





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NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS  (UNAUDITED)

|                                                                              |                                                  |                                                |             |                                      |          |      |           |          |          |  
|----------------------------------------------------------------------------- | ------------------------------------------------ | ---------------------------------------------- | ----------- | ------------------------------------ | -------- | ---- | --------- | -------- | -------- | -
|                                                                              |                                                  |                                                |             | For the three months ended March 31,
|                                                                              |                                                  |                                                |             |                                     
|                                                                              |                                                  |                                                |             | 2003                                 |          | 2002
|                                                                              |                                                  |                                                |             |                                      |          |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |                                                  |                                                |             |                                      |          |      |           |         
|Net income                                                                    |                                                  | $                                              | 13,982,339  |                                      |          | $    | 363,909   |         
|Adjustments to reconcile net income to
cash provided by operating activities: |                                                  |                                                |             |                                      |          |      |           |         
|                                                                              | Depreciation and amortization                    |                                                |             | 719,654                              |          |      |           | 847,789  |         
|                                                                              | Unrealized gain on interest rate swap agreements |                                                |             |                                     |          |      |           | (277,449 | )       
|                                                                              | Non-cash interest expense                        |                                                |             |                                     |          |      |           |         |         
|                                                                              | Loan fees                                        |                                                |             | 271,832                              |          |      |           | 32,481   |         
|                                                                              | (Gain) loss on sale of assets                    |                                                |             | (14,098,999                          | )        |      |           | 533      |         
|                                                                              | (Increase) decrease in operating assets:         |                                                |             |                                      |          |      |           |          |         
|                                                                              |                                                  | Accounts receivable                            |             |                                      | (93,425  | )    |           |          | 17,759   |  
|                                                                              |                                                  | Due from affiliates                            |             |                                      | 26,625   |      |           |          | 5,160    |  
|                                                                              |                                                  | Prepaid expenses                               |             |                                      | (54,097  | )    |           |          | (58,629  | )
|                                                                              | Increase (decrease) in operating liabilities     |                                                |             |                                      |          |      |           |          |         
|                                                                              |                                                  | Accounts payable and accrued expenses          |             |                                      | (828,924 | )    |           |          | (269,361 | )
|                                                                              |                                                  | Due to Managing General Partner and affiliates |             |                                      | 188,247  |      |           |          | 578,098  |  
|                                                                              |                                                  | Deposits                                       |             |                                      | 2,925    |      |           |          | 11,845   |  
|                                                                              |                                                  | Subscriber prepayments                         |             |                                      | 22,448   |      |           |          | 61,716   |  
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|Net cash provided by operating activities                                     |                                                  |                                                | 138,625     |                                      |          |      | 1,313,851 |         
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |                                                  |                                                |             |                                      |          |      |           |         
|Purchase of property and equipment, net                                       |                                                  |                                                | (232,545    | )                                    |          |      | (302,956  | )       
|Proceeds from sale of systems                                                 |                                                  |                                                | 19,281,427  |                                      |          |      |          |         
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|Net cash provided by (used in) investing activities                           |                                                  |                                                | 19,048,882  |                                      |          |      | (302,956  | )       
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |                                                  |                                                |             |                                      |          |      |           |         
|Principal payments on borrowings                                              |                                                  |                                                | (19,221,761 | )                                    |          |      | (257,840  | )       
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|Net cash used in financing activities                                         |                                                  |                                                | (19,221,761 | )                                    |          |      | (257,840  | )       
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|(DECREASE) INCREASE IN CASH                                                   |                                                  |                                                | (34,254     | )                                    |          |      | 753,055   |         
|CASH, beginning of period                                                     |                                                  |                                                | 677,536     |                                      |          |      | 125,060   |         
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|CASH, end of period                                                           |                                                  | $                                              | 643,282     |                                      |          | $    | 878,115   |         
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                             |                                                  |                                                |             |                                      |          |      |           |         
|                                                                              | Cash paid during the period for interest         |                                                | $           | 767,131                              |          |      | $         | 742,958  |         
|                                                                              |                                                  |                                                |             |                                      |          |      |           |         

The accompanying notes are an integral part of these statements.





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NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1)  Basis of Presentation

These unaudited financial statements are being filed in conformity with Rule
10-01 of Regulation S-X regarding interim financial statement disclosure and do
not contain all of the necessary footnote disclosures required for a fair
presentation of the balance sheets, statements of operations and statements of
cash flows in conformity with accounting principles generally accepted in the
United States of America. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the Partnerships financial position at March 31,
2003, its statements of operations for the three months ended March 31, 2003
and 2002, and its statements of cash flows for the three months ended March 31,
2003 and 2002. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year. These financial
statements and notes should be read in conjunction with the Partnerships
Annual Report on Form 10-K for the year ended December 31, 2002.

Effective January 1, 2003, the Partnership
adopted SFAS No. 143, Accounting for
 Asset Retirement Obligations,  (SFAS No. 143) which addresses financial accounting and reporting
for obligations associated
with the reporting of obligations associated with the retirement of tangible long-lived assets and associated asset
retirement obligations (ARO).  Under the scope of this pronouncement, the Partnership has ARO associated
with removal of equipment from poles and headend sites that are leased from third parties.
Based on management's analyses, the Partnership has concluded that for the reasons mentioned below, it is not
able to reasonably estimate the fair values of the ARO.  First, to operate the cable television network, the
Partnership will always need to have equipment deployed at these poles and headend sites.
Additionally, the Partnership has not historically incurred any ARO and, given the length of time in
the future when any potential obligations might exist, management believes that estimating any probability at this
time is not practicable.  As a result, upon adoption of SFAS No. 143 the Partnership did not record any
ARO associated with the obligation to remove the equipment.

On March 11, 2003, the Partnership sold the operating assets and franchise
rights of its cable systems in and around Sequim and Camano Island, Washington.
The accompanying financial statements have been restated to report the
discontinued operations of the Partnership, effected for this sale.

(2)  Intangible Assets

In accordance with the provisions of SFAS No. 142, Goodwill and Other
Intangible Assets, the Partnership does not amortize goodwill or any other
intangible assets determined to have indefinite lives. The Partnership has
determined that its franchises meet the definition of indefinite lived assets.
The Partnership tests these assets for impairment on an annual basis during the
fourth quarter, or on an interim basis if an event occurs or circumstances
change that would reduce the fair value of a reporting unit below its carrying
value or if the fair value of intangible assets with indefinite lives falls
below their carrying value on an annual basis. The book value of the
Partnerships intangible assets, effecting for the sale of the Washington
Systems described in note 3, is presented in the following table:

|                                    |                                 |   |                |            |                   |   |             |             |          |   |              |           |          |   |            |            |     |   |             |             |   |   |            |           | 
|----------------------------------- | ------------------------------- | - | -------------- | ---------- | ----------------- | - | ----------- | ----------- | -------- | - | ------------ | --------- | -------- | - | ---------- | ---------- | --- | - | ----------- | ----------- | - | - | ---------- | --------- | 
|                                    |                                 |   | March 31, 2003 |            | December 31, 2002
|                                    |                                 |   |                |            |                  
|                                    |                                 |   | Gross          |            |                   |   |             |             | Net      |   | Gross        |           |          |   |            |            | Net
|                                    |                                 |   | Carrying       |            | Accumulated       |   | Carrying    |             | Carrying |   | Accumulated  |           | Carrying
|                                    |                                 |   | Amount         |            | Amortization      |   | Amount      |             | Amount   |   | Amortization |           | Amount  
|                                    |                                 |   |                |            |                   |   |             |             |          |   |              |           |         
|Indefinite-lived intangible assets: |                                 |   |                |            |                   |   |             |             |          |   |              |           |          |   |            |            |     |   |             |             |   |   |            |          
|                                    | Franchise agreements            |   | $              | 19,928,434 |                   |   | $           | (10,321,249 | )        |   | $            | 9,607,185 |          |   | $          | 19,928,434 |     |   | $           | (10,321,249 | ) |   | $          | 9,607,185 | 
|Definite-lived intangible assets:   |                                 |   |                |            |                   |   |             |             |          |   |              |           |          |   |            |            |     |   |             |             |   |   |            |          
|                                    | Loan fees and other intangibles |   |                | 1,092,081  |                   |   |             | (893,363    | )        |   |              | 198,718   |          |   |            | 1,509,297  |     |   |             | (991,875    | ) |   |            | 517,422   | 
|                                    |                                 |   |                |            |                   |   |             |             |          |   |              |           |          |   |            |            |     |   |             |             |   |   |            |           | 
|                                    |                                 | $ | 21,020,515     |            |                   | $ | (11,214,612 | )           |          | $ | 9,805,903    |           |          | $ | 21,437,731 |            |     | $ | (11,313,124 | )           |   | $ | 10,124,607 |          
|                                    |                                 |   |                |            |                   |   |             |             |          |   |              |           |          |   |            |            |     |   |             |             |   |   |            |          

Amortization expense including amortization of loan fees for each of the next
five years is expected to be as follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2003 |  | $ | 149,017 | 
|2004 |  |   | 49,701  | 
|2005 |  |   |        | 
|2006 |  |   |        | 
|2007 |  |   |        | 
|     |  |   |         | 
|     |  | $ | 198,718 | 
|     |  |   |         | 





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(3)  System Sales

On March 11, 2003, the Partnership sold the operating assets and franchise
rights of its cable systems in and around the communities of Sequim and Camano
Island, Washington (the Washington Systems). The Washington Systems were sold
at a price of approximately $20,340,000 of which the Partnership received
approximately $19,280,000 at closing. The sales price was adjusted at closing
for the proration of certain revenues and expenses and approximately $1,060,000
will be held in escrow and released to the Partnership one year from the
closing of the transaction, subject to general representations and warranties.
Historically, the Partnership has entered into similarly structured
transactions, and has collected the amount held in escrow. Substantially all
of the proceeds were used to pay down amounts outstanding under the
Partnerships credit agreement.

The sale was made pursuant to an offer by Wave Division Networks, LLC, which
was formalized in a Purchase and Sale Agreement dated October 28, 2002. Based
on the offer made by Wave Division Networks, LLC, management determined that
acceptance would be in the best economic interest of the Partnership, and that
the sale was not a result of declining or deteriorating operations nor was it
necessary to create liquidity or reduce outstanding debt. It is the opinion of
management that the Partnership could have continued existing operations and
met all obligations as they became due.

The assets and liabilities attributable to the Washington Systems as of
December 31, 2002 have been reported as assets and liabilities from discontinued operations
in the accompanying balance sheets, and consist of the following:

|                                                                        |                   |   |                   |           | 
|----------------------------------------------------------------------- | ----------------- | - | ----------------- | --------- | 
|                                                                        |                   |   | As of            
|                                                                        |                   |   | December 31, 2002
|                                                                        |                   |   |                  
|Cash                                                                    |                   | $ | 157,838           |          
|Accounts receivable                                                     |                   |   | 242,211           |          
|Prepaid expenses                                                        |                   |   | 15,819            |          
|Property and equipment (net of accumulated
depreciation of $10,816,079) |                   |   | 5,215,097         |          
|Franchise agreements (net of accumulated
amortization of $528,415)      |                   |   | 961,053           |          
|Goodwill (net of accumulated amortization of
$70,130)                   |                   |   | 152,799           |          
|                                                                        |                   |   |                   |          
|                                                                        | Total assets      |   | $                 | 6,744,817 | 
|                                                                        |                   |   |                   |          
|Accounts payable and accrued expenses                                   |                   |   | 589,453           |          
|Deposits                                                                |                   |   | 2,025             |          
|Subscriber prepayments                                                  |                   |   | 356,192           |          
|                                                                        |                   |   |                   |          
|                                                                        | Total liabilities |   | $                 | 947,670   | 
|                                                                        |                   |   |                   |          

In addition, the revenue, expenses and other items attributable to the
operations of the Washington Systems for the period form January 1, 2003 to
March 11, 2003 (the date of the sale of the Washington Systems), and for the
three months ended March 31, 2002 have been reported as discontinued operations
in the accompanying statements of operations, and include the following:





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##### Table of Contents



|                                                         |                                                                                                                |   |            |            |      |   |           |          |  
|-------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | - | ---------- | ---------- | ---- | - | --------- | -------- | -
|                                                         |                                                                                                                |   |           
|                                                         |                                                                                                                |   | 2003       |            | 2002
|                                                         |                                                                                                                |   |            |            |     
|Service revenues                                         |                                                                                                                | $ | 1,129,917  |            |      |   | 1,416,611 |         
|Expenses:                                                |                                                                                                                |   |            |            |      |   |           |         
|                                                         | Operating (including $13,642 and
$20,045 paid to affiliates in 2003 and
2002, respectively)                    |   |            | 130,423    |      |   |           | 136,542  |  
|                                                         | General and administrative (including
$144,476 and $143,781 paid to
affiliates in 2003 and 2002,
respectively) |   |            | 283,904    |      |   |           | 347,617  |  
|                                                         | Programming (including $32,896 and
$34,599 paid to affiliates in 2003 and
2002, respectively)                  |   |            | 388,583    |      |   |           | 434,996  |  
|                                                         | Depreciation and amortization                                                                                  |   |            | 183,930    |      |   |           | 290,906  |  
|                                                         |                                                                                                                |   |            |            |      |   |           |         
|                                                         |                                                                                                                |   | 986,840    |            |      |   | 1,210,061 |         
|                                                         |                                                                                                                |   |            |            |      |   |           |         
|Income from operations                                   |                                                                                                                | $ | 143,077    |            |      | $ | 206,550   |         
|Other income (expense):                                  |                                                                                                                |   |            |            |      |   |           |         
|                                                         | Interest expense                                                                                               |   |            | (347,130   | )    |   |           | (335,434 | )
|                                                         | Loan fees                                                                                                      |   |            | (144,287   | )    |   |           | (14,765  | )
|                                                         | Gain on sale of system                                                                                         |   |            | 14,113,294 |      |   |           |         |  
|                                                         |                                                                                                                |   |            |            |      |   |           |         
|Income (loss) from operations of
Washington Systems, net |                                                                                                                | $ | 13,764,954 |            |      | $ | (143,649  | )       
|                                                         |                                                                                                                |   |            |            |      |   |           |         

In accordance with EITF 87-24, Allocation of Interest to Discontinued
Operations, the Partnership allocated interest expense based on the historical weighted average effective
interest rate.

(4)  Notes Payable

On March 31, 2002, the Partnership agreed to certain terms and conditions with
its bank and amended its credit agreement. The new terms and conditions modify
the debt repayment schedule, applicable interest rates, certain financial
covenants, and fees to be paid to the lenders. The new agreement matures on
March 31, 2004, and has an applicable interest rate of LIBOR plus 4% and
provided for scheduled increases in 2003 and 2004. However, if the Partnership
sells assets and reduces the debt by at least $15,000,000, the interest rate
increases scheduled for 2003 and 2004 would not occur and certain fees would be
reduced pro rata by the amount of the debt repayment. The sale of the
Washington Systems in March of 2003 met the asset sale criteria, reducing the
fees and applicable interest rate margin over the remaining term of the loan
agreement.

The Partnership intends to pursue a complete or partial asset sale during the
remaining term of the amended credit agreement but no assurances can be given
that such a transaction will occur. It is managements opinion that the
Partnership could renegotiate the terms of its credit agreement prior to its
maturity if asset sales sufficient to repay the outstanding bank debt are not
completed by March 31, 2004.

Under the terms of the Partnerships amended credit agreement, the Partnership
has agreed to restrictive covenants that require the maintenance of certain
ratios including a maximum ratio of Funded Debt to EBITDA of 5.90 to 1.0 and a
minimum ratio of Operating Cash Flow to Interest Expense of 2.25 to 1.0. As of
March 31, 2003 the Partnership was in compliance with its required financial
covenants.





---



##### Table of Contents



As of the date of this filing, the balance under the credit facility is
$20,586,759 at a LIBOR based interest rate of 5.30%, which expires May 30,
2003.

PART I (continued)




ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations

Three Months Ended March 31, 2003 and 2002

Revenues totaled $3,453,863 for the three months ended March 31, 2003
representing an increase of $166,176 or approximately 5% over the same period
in 2002. Of these revenues, $2,225,540 (64%) was derived from basic services,
$282,357 (8%) from premium services, $474,827 (14%) from expanded basic
services, $51,965 (2%) from digital services, $204,095 (6%) from advertising,
$67,401 (2%) from late fees, and $147,678 (4%) from other sources. The
increase in revenues is primarily attributable to: (i) rate increases
implemented in the Partnerships systems during the first quarter of 2003 and
(ii) increased penetration in expanded and digital services.

Cable system operating expenses, which consist primarily of salary and benefit
costs, totaled $220,207 for the three months ended March 31, 2003, remaining
relatively constant with the same period in 2002.

General and administrative expenses totaled $843,236 for the three months ended
March 31, 2003, an increase of $56,708 or approximately 7% over the same period
in 2002. This increase is primarily attributable to increases in revenue based
fees such as management and franchise fees, marketing expense and other
overhead costs.

Programming expenses totaled $1,189,396 for the three months ended March 31,
2003, increasing $114,058 or 11% over the same period in 2002. This increase
is due primarily to higher costs charged by various program suppliers as well
as costs incurred as the result of offering additional channels and digital
programming in some of the Partnerships systems.

Depreciation and amortization expense for the three months ended March 31, 2003
decreased $21,159 or approximately 4% over the same period in 2002. Such
decrease is primarily attributable to certain assets becoming fully depreciated
offset by depreciation of recent purchases related to the upgrade of plant and
equipment.

Interest expense for the three months ended March 31, 2003 decreased
approximately 24% over the same period in 2002. The Partnerships average bank
debt outstanding decreased from $41,169,600 during the first quarter of 2002 to
$35,246,622 during the same period in 2003, due primarily to the fact that the
proceeds from the sale of the Washington Systems were used to repay debt in
March of 2003. The Partnerships effective interest rate increased from 7.17%
in the first quarter of 2002 to 7.42% in the first quarter of 2003, due to
increases in the margin to be paid to the Partnerships lenders, as required
under the terms of the amended loan agreement.

In accordance with EITF 87-24, Allocation of Interest to Discontinued
Operations, the Partnership allocated interest expense based on the historical weighted average effective
interest rate.

Loan fee expense for the three months ended March 31, 2003 totaled $127,145
representing an increase of $109,429 over the same period in 2002. This
increase is attributable to fees paid under the terms of the credit agreement,
as amended on March 31, 2002.

The Partnership has elected not to designate its interest rate swap agreements
as hedges under SFAS No. 133. Agreements in place as of December 31, 2001
expired during the first quarter of 2002, and the Partnership has elected not
to enter into any new agreements.

Liquidity and Capital Resources

The Partnerships primary source of liquidity is cash flow provided from
operations. The Partnership generates cash through the monthly billing of
subscribers for cable services. Losses from uncollectible accounts have not
been material. Based on managements analysis, the Partnerships cash flow
from operations will be sufficient to cover future operating costs, debt
service and planned capital expenditures over the next twelve-month period.





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##### Table of Contents



Net cash provided by operating
activities totaled $138,625 for the three
months ended March 31, 2003. Adjustments to the $13,982,339 net income for
the period to reconcile to net cash provided by operating activities
consisted primarily of a gain of $14,098,999 related primarily to the sale of the
Washington Systems and decreases in operating liabilities of
$615,304, offset by loan fees
of 271,832 and depreciation and amortization of $719,654.

Net cash provided by investing activities consisted of proceeds from the sale
of the Washington Systems of $19,281,427, offset by $232,545 in capital
expenditures for the three months ended March 31, 2003.

Net cash used in financing activities for the three months ended March 31,
2003, consisted of $19,221,761 in principal payments on long-term debt, due
primarily to the sale of the Washington Systems.

Notes Payable

On March 31, 2002, the Partnership agreed to certain terms and conditions with
its bank and amended its credit agreement. The new terms and conditions modify
the debt repayment schedule, applicable interest rates, certain financial
covenants, and fees to be paid to the lenders. The new agreement matures on
March 31, 2004, and has an applicable interest rate of LIBOR plus 4% and
provided for scheduled increases in 2003 and 2004. However, if the Partnership
sells assets and reduces the debt by at least $15,000,000, the interest rate
increases scheduled for 2003 and 2004 would not occur and certain fees would be
reduced pro rata by the amount of the debt repayment. The sale of the
Washington Systems in March of 2003 met the asset sale criteria, reducing the
fees and applicable interest rate margin over the remaining term of the loan
agreement.

The Partnership intends to pursue a complete or partial asset sale during the
remaining term of the amended credit agreement but no assurances can be given
that such a transaction will occur. It is managements opinion that the
Partnership could renegotiate the terms of its credit agreement prior to its
maturity if asset sales sufficient to repay the outstanding bank debt are not
completed by March 31, 2004.

Under the terms of the Partnerships amended credit agreement, the Partnership
has agreed to restrictive covenants that require the maintenance of certain
ratios including a maximum ratio of Funded Debt to EBITDA of 5.90 to 1.0 and a
minimum ratio of Operating Cash Flow to Interest Expense of 2.25 to 1.0. As of
March 31, 2003 the Partnership was in compliance with its required financial
covenants.

As of the date of this filing, the balance under the credit facility is
$20,586,759 at a LIBOR based interest rate of 5.30%, which expires May 30,
2003.

System Sale

On March 11, 2003, the Partnership sold the operating assets and franchise
rights of its cable systems in and around the communities of Sequim and Camano
Island, Washington (the Washington Systems). The Washington Systems were sold
at a price of approximately $20,340,000 of which the Partnership received
approximately $19,280,000 at closing. The sales price was adjusted at closing
for the proration of certain revenues and expenses and approximately $1,060,000
will be held in escrow and released to the Partnership one year from the
closing of the transaction, subject to general representations and warranties.
Historically, the Partnership has entered into similarly structured
transactions, and has collected the amount held in escrow. Substantially all
of the proceeds were used to pay down amounts outstanding under the
Partnerships credit agreement.

The sale was made pursuant to an offer by Wave Division Networks, LLC, which
was formalized in a Purchase and Sale Agreement dated October 28, 2002. Based
on the offer made by Wave Division Networks, LLC, management determined that
acceptance would be in the best economic interest of the Partnership, and that
the sale was not a result of declining or deteriorating operations nor was it
necessary to create liquidity or reduce outstanding debt. It is the opinion of
management that the Partnership could have continued existing operations and
met all obligations as they became due.

In addition to working capital needs for ongoing operations, the
Partnership has capital requirements for (i) annual maturities and interest
payments related to the term loan and (ii) required minimum operating lease
payments. The following table summarizes the contractual obligations of the
Partnership, after effecting for the sales of the Washington Systems and the
anticipated effect of these obligations on the Partnerships liquidity in
future years:





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##### Table of Contents



|                                                                                    |  |      |           |      |  |      |            |      |  |      |        |       |  |   |        |  |  |  |   |  |  |   |            | 
|----------------------------------------------------------------------------------- |  | ---- | --------- | ---- |  | ---- | ---------- | ---- |  | ---- | ------ | ----- |  | - | ------ |  |  |  | - |  |  | - | ---------- | 
|                                                                                    |  | 2003 |           | 2004 |  | 2005 |            | 2006 |  | 2007 |        | Total
|                                                                                    |  |      |           |      |  |      |            |      |  |      |        |      
|Notes payable                                                                       |  | $    | 2,241,318 |      |  | $    | 19,056,592 |      |  | $    | 29,868 |       |  | $ | 13,166 |  |  |  |  |  |  | $ | 21,340,944 | 
|Interest payments (weighted average
interest rate of 5.45% as of December
31, 2002) |  |      | 1,574,782 |      |  |      | 509,612    |      |  |      | 2,361  |       |  |   | 264    |  |  |  |  |  |  |   | 2,087,019  | 
|Minimum operating lease payments                                                    |  |      | 42,728    |      |  |      | 31,898     |      |  |      | 18,698 |       |  |   | 1,898  |  |  |  |  |  |  |   | 95,222     | 
|                                                                                    |  |      |           |      |  |      |            |      |  |      |        |       |  |   |        |  |  |  |   |  |  |   |            | 
|Total contractual cash obligations (a)                                              |  | $    | 3,858,828 |      |  | $    | 19,598,102 |      |  | $    | 50,927 |       |  | $ | 15,328 |  |  |  |  |  |  | $ | 23,523,185 | 
|                                                                                    |  |      |           |      |  |      |            |      |  |      |        |       |  |   |        |  |  |  |   |  |  |   |            | 



---

|(a) |  | These contractual obligations do not include accounts payable and accrued
liabilities, which are expected to be paid in 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

Capital Expenditures

During the first three months of 2003, the Partnership incurred approximately
$233,000 in capital expenditures, including various line extensions, plant
upgrades and the continuation of digital service deployment. Planned
expenditures for the remainder of 2003 include the initial phase of an upgrade
of the distribution plant to 450MHz in Royston, GA, as well as the construction
of additional extensions and continued digital deployment.

Recently Issued Accounting Standards

Effective January 1, 2003, the Partnership
adopted SFAS No. 143, Accounting for
 Asset Retirement Obligations,  (SFAS No. 143) which addresses financial accounting and reporting
for obligations associated
with the reporting of obligations associated with the retirement of tangible long-lived assets and associated asset
retirement obligations (ARO).  Under the scope of this pronouncement, the Partnership has ARO associated
with removal of equipment from poles and headend sites that are leased from third parties.
Based on management's analyses, the Partnership has concluded that for the reasons mentioned below, it is not
able to reasonably estimate the fair values of the ARO.  First, to operate the cable television network, the
Partnership will always need to have equipment deployed at these poles and headend sites.
Additionally, the Partnership has not historically incurred any ARO and, given the length of time in
the future when any potential obligations might exist, management believes that estimating any probability at this
time is not practicable.  As a result, upon adoption of SFAS No. 143 the Partnership did not record any
ARO associated with the obligation to remove the equipment.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of
operations is based on the Partnerships financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The following critical accounting policies, which have
been chosen among alternatives, require a more significant amount of management
judgment than other accounting policies the Partnership employs.

Revenue Recognition- Cable television service revenue, including service and
maintenance, is recognized in the month service is provided to customers.
Advance payments on cable services to be rendered are recorded as subscriber
prepayments. Revenues resulting from the sale of local spot advertising are
recognized when the related advertisements or commercials appear before the
public.

Property and Equipment- Property and equipment are recorded at cost. Costs of
additions and substantial improvements, which include materials, labor, and
other indirect costs associated with the construction of cable transmission and
distribution facilities, are capitalized. Indirect costs include employee
salaries and benefits, travel and other costs. These costs are estimated based
on historical information and analysis. The Partnership periodically performs
evaluations of these estimates as warranted by events or changes in
circumstances.

In accordance with SFAS No. 51, Financial Reporting by Cable Television
Companies, the Partnership also capitalizes costs associated with initial
customer installations. The costs of disconnecting service or reconnecting
service to previously installed locations is expensed in the period incurred.
Costs for repairs and maintenance are also charged to operating expense, while
equipment replacements, including the replacement of drops, are capitalized.

Intangible Assets- In accordance with the provisions of SFAS No. 142,
Goodwill and Other Intangible Assets, the Partnership does not amortize
goodwill or any other intangible assets determined to have indefinite lives.
The





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##### Table of Contents



Partnership has determined that its franchises meet the definition of
indefinite lived assets. The Partnership tests these assets for impairment on
an annual basis during the fourth quarter, or on an interim basis if an event
occurs or circumstances change that would reduce the fair value of a reporting
unit below its carrying value or if the fair value of intangible assets with
indefinite lives falls below their carrying value on an annual basis.

Management believes the franchises have indefinite lives because the franchises
are expected to be used by the Partnership for the foreseeable future and
effects of obsolescence, competition and other factors are minimal. In
addition, the level of maintenance expenditures required to obtain the future
cash flows expected from the franchises are not material in relation to the
carrying value of the franchises. While the franchises have defined lives
based on the franchising authority, renewals are routinely granted, and
management expects them to continue to be granted. This expectation is
supported by managements experience with the Partnerships franchising
authorities and the franchising authorities of the Partnerships affiliates.





---



##### Table of Contents






ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Partnership is subject to market risks arising from changes in interest
rates. The Partnerships primary interest rate exposure results from changes in
LIBOR or the prime rate, which are used to determine the interest rate
applicable to the Partnerships debt facilities. The Partnership has from time
to time entered into interest rate swap agreements to partially hedge interest
rate exposure. Interest rate swaps have the effect of converting the
applicable variable rate obligations to fixed or other variable rate
obligations. As of the date of this filing, the Partnership is not involved in
any interest rate swap agreements. The potential loss over one year that would
result from a hypothetical, instantaneous and unfavorable change of 100 basis
points in the interest rate of all of the Partnerships variable rate
obligations would be approximately $208,000.

Cautionary statement for purposes of the Safe Harbor provisions of the
Private Litigation Reform Act of 1995. Statements contained or incorporated by
reference in this document that are not based on historical fact are
forward-looking statements within the meaning of the Private Securities
Reform Act of 1995. Forward-looking statements may be identified by use of
forward-looking terminology such as believe, intends, may, will,
expect, estimate, anticipate, continue, or similar terms, variations of
those terms or the negative of those terms.




ITEM 4. Controls and procedures

Within 90 days prior to the date of filing this report, an evaluation was
performed under the supervision and with the participation of the Partnerships
management, including the Chief Executive Officer and President (Principal
Financial and Accounting Officer), of the effectiveness of the design and
operation of the Partnerships disclosure controls and procedures (as defined
in Rule 13a-14(c) of the Exchange Act). Based on and as of the time of such
evaluation, the Partnerships management, including the Chief Executive Officer
and President (Principal Financial and Accounting Officer), concluded that the
Partnerships disclosure controls and procedures were effective in timely
alerting them to material information relating to the Partnership required to
be included in the Partnerships reports filed or submitted by it under the
Exchange Act. There have been no significant changes in the Partnerships
internal controls or in other factors that could significantly affect internal
controls subsequent to the time of such evaluation.





---



##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1 Legal proceedings

None




ITEM 2 Changes in securities

None




ITEM 3 Defaults upon senior securities

None




ITEM 4 Submission of matters to a vote of security holders

None




ITEM 5 Other information

None




ITEM 6 Exhibits and Reports on Form 8-K

(a) Exhibit Index



| | 99(a). |  | Certification of Chief Executive Officer of
Northland Communications Corporation, the General Partner,
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 99(b). |  | Certification of the President of Northland
Communications Corporation, the General Partner, Pursuant to 18
U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002          

(b) Reports on Form 8-K



| |  |  | Form 8-K filed March 25, 2003 announcing the sale of the Sequin and
Camano Island, Washington systems.
| |  |  | ------------------------------------------------------------------------------------------------------





---



##### Table of Contents






SIGNATURES

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.

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

|               |  |     |  |                                                                |  |     |  |                                                                        
|-------------- |  | --- |  | -------------------------------------------------------------- |  | --- |  | -----------------------------------------------------------------------
|               |  | BY: |  | Northland Communications Corporation,
Managing General Partner
|               |  |     |  |                                                                |  |     |  |                                                                        
|               |  |     |  |                                                                |  |     |  |                                                                        
|Dated: 5-15-03 |  |     |  | BY:                                                            |  | /s/ |  | RICHARD I. CLARK

Richard I. Clark
(Executive Vice President/Treasurer)
|               |  |     |  |                                                                |  |     |  |                                                                        
|               |  |     |  |                                                                |  |     |  |                                                                        
|Dated: 5-15-03 |  |     |  | BY:                                                            |  | /s/ |  | GARY S. JONES

Gary S. Jones
(President)                               





---



##### Table of Contents






CERTIFICATIONS

I, Gary Jones certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Northland Cable
Properties Seven Limited Partnership;                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                                                                                                                                                             
| | b) |  | Any fraud, whether or not material that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                       



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

Date: 5-15-03

|    |  |               |  | 
|--- |  | ------------- |  | 
|/s/ |  | GARY S. JONES |  | 
|    |  | Gary S. Jones |  | 
|    |  | President     |  | 





---



##### Table of Contents



I, John Whetzell certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Northland Cable
Properties Seven Limited Partnership;                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weakness in
internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                       



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

Date: 5-15-03

|    |  |                         |  | 
|--- |  | ----------------------- |  | 
|/s/ |  | JOHN S. WHETZELL        |  | 
|    |  | John S. Whetzell        |  | 
|    |  | Chief Executive Officer |  |