##### Table of Contents



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 September 30, 2002


or

[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ___________


Commission File Number:0-16718

Northland Cable Properties Seven Limited Partnership

---

(Exact Name of Registrant as Specified in Charter)




|                        |  |                                     
|----------------------- |  | ------------------------------------
|Washington              |  | 91-1366564                          
|                        |  |                                     
|(State of Organization) |  | (I.R.S. Employer Identification No.)

|                                                   |  |            |  | 
|-------------------------------------------------- |  | ---------- |  | 
|1201 Third Avenue, Suite 3600, Seattle, Washington |  | 98101     
|                                                   |  |           
|(Address of Principal Executive Offices)           |  | (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  [   ]

This filing contains 21 pages. Exhibits index appears on page 16.





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                 
|                               |                                                                                               | BALANCE SHEETS  (UNAUDITED)           
|                               |                                                                                               | STATEMENTS OF OPERATIONS  (UNAUDITED) 
|                               |                                                                                               | STATEMENTS OF CASH FLOWS  (UNAUDITED) 
|                               |                                                                                               | NOTES TO UNAUDITED FINANCIAL STATEMENTS
|                               | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of 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                    
|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)

|                                                                                                            |                   |                          |                         |   |               |             |              |   |             |             |  
|----------------------------------------------------------------------------------------------------------- | ----------------- | ------------------------ | ----------------------- | - | ------------- | ----------- | ------------ | - | ----------- | ----------- | -
|                                                                                                            |                   |                          |                         |   | September 30, |             | December 31,
|                                                                                                            |                   |                          |                         |   | 2002          |             | 2001        
|                                                                                                            |                   |                          |                         |   |               |             |             
|ASSETS                                                                                                      |                   |                          |                         |   |               |             |              |  
|Cash                                                                                                        |                   | $                        | 813,323                 |   |               | $           | 125,060      |  
|Accounts receivable                                                                                         |                   |                          | 655,870                 |   |               |             | 592,772      |  
|Due from affiliates                                                                                         |                   |                          | 36,941                  |   |               |             | 17,225       |  
|Prepaid expenses                                                                                            |                   |                          | 156,857                 |   |               |             | 89,299       |  
|Property and equipment, net of accumulated
depreciation of $23,386,073 and $20,956,786,
respectively        |                   |                          | 18,069,618              |   |               |             | 19,074,621   |  
|Franchise agreements and acquisition costs, net
of accumulated amortization of $10,849,665                  |                   |                          | 10,562,737              |   |               |             | 10,560,037   |  
|Goodwill, net of accumulated amortization
of $70,130                                                        |                   |                          | 152,799                 |   |               |             | 152,799      |  
|Loan fees and other intangibles, net of accumulated
amortization of $1,618,726 and $1,359,248, respectively |                   |                          | 629,851                 |   |               |             | 485,384      |  
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|Total assets                                                                                                |                   | $                        | 31,077,996              |   |               | $           | 31,097,197   |  
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|LIABILITIES AND PARTNERS DEFICIT                                                                           |                   |                          |                         |   |               |             |              |  
|Accounts payable and accrued expenses                                                                       |                   | $                        | 2,389,745               |   |               | $           | 1,820,883    |  
|Due to managing general partner and affiliates                                                              |                   |                          | 1,016,865               |   |               |             | 285,125      |  
|Converter deposits                                                                                          |                   |                          | 18,325                  |   |               |             | 71,730       |  
|Subscriber prepayments                                                                                      |                   |                          | 577,561                 |   |               |             | 595,357      |  
|Notes payable                                                                                               |                   |                          | 40,362,530              |   |               |             | 41,236,547   |  
|Interest rate swap agreements                                                                               |                   |                          |                        |   |               |             | 277,449      |  
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|                                                                                                            |                   |                          | Total liabilities       |   |               | 44,365,026  |              |   |             | 44,287,091  |  
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|Partners deficit:                                                                                          |                   |                          |                         |   |               |             |              |  
|                                                                                                            | General Partners: |                          |                         |   |               |             |              |   |            
|                                                                                                            |                   | Contributed capital, net |                         |   | (25,367       | )           |              |   | (25,367     | )          
|                                                                                                            |                   | Accumulated deficit      |                         |   | (319,971      | )           |              |   | (319,000    | )          
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|                                                                                                            |                   |                          | (345,338                | ) |               |             | (344,367     | )
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|                                                                                                            | Limited Partners: |                          |                         |   |               |             |              |   |            
|                                                                                                            |                   | Contributed capital, net |                         |   | 18,735,576    |             |              |   | 18,735,576  |            
|                                                                                                            |                   | Accumulated deficit      |                         |   | (31,677,268   | )           |              |   | (31,581,103 | )          
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|                                                                                                            |                   |                          | (12,941,692             | ) |               |             | (12,845,527  | )
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|                                                                                                            |                   |                          | Total partners deficit |   |               | (13,287,030 | )            |   |             | (13,189,894 | )
|                                                                                                            |                   |                          |                         |   |               |             |              |  
|Total liabilities and partners deficit                                                                     |                   | $                        | 31,077,996              |   |               | $           | 31,097,197   |  
|                                                                                                            |                   |                          |                         |   |               |             |              |  

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





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##### Table of Contents






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

|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |     |           |          |  
|-------------------------------------- | -------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | -- | ---------------------------------------- | -------- | ---------- | --- | --------- | -------- | -
|                                       |                |                                                                                                                                                           |                                                  |    | For the three months ended September 30,
|                                       |                |                                                                                                                                                           |                                                  |    |                                         
|                                       |                |                                                                                                                                                           |                                                  |    | 2002                                     |          | 2001      
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |           
|Service revenues                       |                | $                                                                                                                                                         | 4,895,042                                        |    |                                          | $        | 4,691,112  |    
|Expenses:                              |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                | Cable system operations (including
$50,300 and $50,388 to affiliates in
2002 and 2001, respectively), excluding
depreciation and amortization shown below |                                                  |    | 382,288                                  |          |            |     | 384,290   |         
|                                       |                | General and administrative (including
$452,473 and $427,556 to affiliates
in 2002 and 2001, respectively)                                                 |                                                  |    | 1,243,597                                |          |            |     | 1,175,486 |         
|                                       |                | Programming (including $52,967 paid to
and $7,038 received from affiliates in 2002
and 2001, respectively)                                                |                                                  |    | 1,583,202                                |          |            |     | 1,363,973 |         
|                                       |                | Depreciation and amortization                                                                                                                             |                                                  |    | 853,890                                  |          |            |     | 1,279,902 |         
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                |                                                                                                                                                           | 4,062,977                                        |    |                                          |          | 4,203,651  |    
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|Income from operations                 |                |                                                                                                                                                           | 832,065                                          |    |                                          |          | 487,461    |    
|Other income (expense):                |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                |                                                                                                                                                           | Interest expense                                 |    |                                          | (675,926 | )          |     |           | (781,734 | )
|                                       |                |                                                                                                                                                           | Loan fees                                        |    |                                          | (403,595 | )          |     |           | (32,496  | )
|                                       |                |                                                                                                                                                           | Interest income and other, net                   |    |                                          | 1,335    |            |     |           | (64,922  | )
|                                       |                |                                                                                                                                                           | Unrealized loss on interest rate swap agreements |    |                                          |         |            |     |           | (138,381 | )
|                                       |                |                                                                                                                                                           | Loss on disposal of assets                       |    |                                          | (20,442  | )          |     |           | (116,711 | )
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                |                                                                                                                                                           | (1,098,628                                       | )  |                                          |          | (1,134,244 | )  
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|Net loss                               |                | $                                                                                                                                                         | (266,563                                         | )  |                                          | $        | (646,783   | )  
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|Allocation of net loss:                |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                |                                                                                                                                                           | General Partners                                 |    | $                                        | (2,666   | )          |     | $         | (6,468   | )
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       |                |                                                                                                                                                           | Limited Partners                                 |    | $                                        | (263,897 | )          |     | $         | (640,315 | )
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|Net loss per limited partnership unit: |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|                                       | (49,656 units) |                                                                                                                                                           | $                                                | (5 | )                                        |          | $          | (13 | )        
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    
|Net loss per $1,000 investment         |                | $                                                                                                                                                         | (11                                              | )  |                                          | $        | (26        | )  
|                                       |                |                                                                                                                                                           |                                                  |    |                                          |          |            |    

The accompanying notes are an integral part of these statements.





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##### Table of Contents



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

|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |     |           |            |  
|-------------------------------------- | -------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | -- | --------------------------------------- | ---------- | ---------- | --- | --------- | ---------- | -
|                                       |                |                                                                                                                                                             |                                                         |    | For the nine months ended September 30,
|                                       |                |                                                                                                                                                             |                                                         |    |                                        
|                                       |                |                                                                                                                                                             |                                                         |    | 2002                                    |            | 2001      
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |           
|Service revenues                       |                | $                                                                                                                                                           | 14,477,921                                              |    |                                         | $          | 13,970,216 |    
|Expenses:                              |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                | Cable system operations (including
$153,241 and $168,253 to affiliates in
2002 and 2001, respectively), excluding
depreciation and amortization shown below |                                                         |    | 1,109,227                               |            |            |     | 1,153,877 |           
|                                       |                | General and administrative (including
$1,334,950 and $1,303,842 to affiliates
in 2002 and 2001, respectively)                                               |                                                         |    | 3,562,807                               |            |            |     | 3,405,409 |           
|                                       |                | Programming (including $145,789
and $51,210 to affiliates in 2002
and 2001, respectively)                                                                   |                                                         |    | 4,659,178                               |            |            |     | 3,995,042 |           
|                                       |                | Depreciation and amortization                                                                                                                               |                                                         |    | 2,548,884                               |            |            |     | 3,794,670 |           
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                |                                                                                                                                                             | 11,880,096                                              |    |                                         |            | 12,348,998 |    
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|Income from operations                 |                |                                                                                                                                                             | 2,597,825                                               |    |                                         |            | 1,621,218  |    
|Other income (expense):                |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                |                                                                                                                                                             | Interest expense                                        |    |                                         | (2,137,953 | )          |     |           | (2,444,350 | )
|                                       |                |                                                                                                                                                             | Loan fees                                               |    |                                         | (815,486   | )          |     |           | (91,453    | )
|                                       |                |                                                                                                                                                             | Interest income and other, net                          |    |                                         | 2,004      |            |     |           | (38,662    | )
|                                       |                |                                                                                                                                                             | Unrealized gain (loss) on interest rate swap agreements |    |                                         | 277,449    |            |     |           | (412,630   | )
|                                       |                |                                                                                                                                                             | Loss on disposal of assets                              |    |                                         | (20,975    | )          |     |           | (171,216   | )
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                |                                                                                                                                                             | (2,694,961                                              | )  |                                         |            | (3,158,311 | )  
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|Net loss                               |                | $                                                                                                                                                           | (97,136                                                 | )  |                                         | $          | (1,537,093 | )  
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|Allocation of net loss:                |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                |                                                                                                                                                             | General Partners                                        |    | $                                       | (971       | )          |     | $         | (15,371    | )
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       |                |                                                                                                                                                             | Limited Partners                                        |    | $                                       | (96,165    | )          |     | $         | (1,521,722 | )
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|Net loss per limited partnership unit: |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|                                       | (49,656 units) |                                                                                                                                                             | $                                                       | (2 | )                                       |            | $          | (31 | )        
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    
|Net loss per $1,000 investment         |                | $                                                                                                                                                           | (4                                                      | )  |                                         | $          | (61        | )  
|                                       |                |                                                                                                                                                             |                                                         |    |                                         |            |            |    

The accompanying notes are an integral part of these statements.





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##### Table of Contents






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

|                                                                            |                                                         |                                                |            |                                         |         |      |            |           |          |  
|--------------------------------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------------- | ---------- | --------------------------------------- | ------- | ---- | ---------- | --------- | -------- | -
|                                                                            |                                                         |                                                |            | For the nine months ended September 30,
|                                                                            |                                                         |                                                |            |                                        
|                                                                            |                                                         |                                                |            | 2002                                    |         | 2001
|                                                                            |                                                         |                                                |            |                                         |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                         |                                                |            |                                         |         |      |            |          
|Net loss                                                                    |                                                         | $                                              | (97,136    | )                                       |         | $    | (1,537,093 | )        
|Adjustments to reconcile net loss to
cash provided by operating activities: |                                                         |                                                |            |                                         |         |      |            |          
|                                                                            | Depreciation and amortization                           |                                                |            | 2,548,884                               |         |      |            | 3,794,670 |         
|                                                                            | Unrealized
(gain) loss on interest rate swap agreements |                                                |            | (277,449                                | )       |      |            | 412,630   |         
|                                                                            | Non-cash interest expense                               |                                                |            | 173,835                                 |         |      |            |          |         
|                                                                            | Loan fees                                               |                                                |            | 215,486                                 |         |      |            | 91,453    |         
|                                                                            | Loss on sale of assets                                  |                                                |            | 20,975                                  |         |      |            | 171,216   |         
|                                                                            | (Increase) decrease in operating assets:                |                                                |            |                                         |         |      |            |           |         
|                                                                            |                                                         | Accounts receivable                            |            |                                         | (63,098 | )    |            |           | 31,811   |  
|                                                                            |                                                         | Due from affiliates                            |            |                                         | (19,716 | )    |            |           | (45,772  | )
|                                                                            |                                                         | Prepaid expenses                               |            |                                         | (67,558 | )    |            |           | (46,211  | )
|                                                                            | Increase (decrease) in operating liabilities            |                                                |            |                                         |         |      |            |           |         
|                                                                            |                                                         | Accounts payable and accrued expenses          |            |                                         | 395,027 |      |            |           | (798,790 | )
|                                                                            |                                                         | Due to Managing General Partner and affiliates |            |                                         | 731,740 |      |            |           | (55,873  | )
|                                                                            |                                                         | Converter deposits                             |            |                                         | (53,405 | )    |            |           | 10,490   |  
|                                                                            |                                                         | Subscriber prepayments                         |            |                                         | (17,796 | )    |            |           | (108,078 | )
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|Net cash provided by operating activities                                   |                                                         |                                                | 3,489,789  |                                         |         |      | 1,920,453  |          
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                         |                                                |            |                                         |         |      |            |          
|Purchase of property and equipment, net                                     |                                                         |                                                | (1,524,064 | )                                       |         |      | (3,884,871 | )        
|Proceeds from sale of assets                                                |                                                         |                                                | 500        |                                         |         |      |           |          
|Increase in intangibles                                                     |                                                         |                                                |            |                                         |         |      | (124,577  | )        
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|Net cash used in investing activities                                       |                                                         |                                                | (1,523,564 | )                                       |         |      | (4,009,448 | )        
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                         |                                                |            |                                         |         |      |            |          
|Principal payments on borrowings                                            |                                                         |                                                | (874,017   | )                                       |         |      | (2,459,598 | )        
|Proceeds from borrowings                                                    |                                                         |                                                |           |                                         |         |      | 4,500,000  |          
|Loan fees                                                                   |                                                         |                                                | (403,945   | )                                       |         |      |           |          
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|Net cash (used in) provided by financing activities                         |                                                         |                                                | (1,277,962 | )                                       |         |      | 2,040,402  |          
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|INCREASE (DECREASE) IN CASH                                                 |                                                         |                                                | 688,263    |                                         |         |      | (48,593    | )        
|CASH, beginning of period                                                   |                                                         |                                                | 125,060    |                                         |         |      | 492,858    |          
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|CASH, end of period                                                         |                                                         | $                                              | 813,323    |                                         |         | $    | 444,265    |          
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |                                                         |                                                |            |                                         |         |      |            |          
|                                                                            | Cash paid during the period for interest                |                                                | $          | 2,404,097                               |         |      | $          | 2,444,370 |         
|                                                                            |                                                         |                                                |            |                                         |         |      |            |          

The accompanying notes are an integral part of these statements.





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##### Table of Contents






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 September
30, 2002, its statements of operations for the nine and three months ended
September 30, 2002 and 2001, and its statements of cash flows for the nine
months ended September 30, 2002 and 2001. 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,
2001.

(2) Intangible Assets  Adoption of Statement of Financial Accounting Standards
(SFAS) No. 142

Effective January 1, 2002, the Partnership adopted SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 142 requires that the Partnership cease
amortization of goodwill and any other intangible assets determined to have
indefinite lives, and establishes a new method of testing these assets for
impairment on an annual basis 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 amortization of
existing goodwill ceased on December 31, 2001. The Partnership determined that
its franchises met the definition of indefinite lived assets. Accordingly,
amortization of these assets also ceased on December 31, 2001. The
Partnership tested these intangibles for impairment upon adoption of the new
standard and determined that the fair value of the assets exceeded their
carrying value. The Partnership will continue to test these assets for
impairment annually, or more frequently as warranted by events or changes in
circumstances. The book value of the Partnerships intangible assets is
presented in the following table:

|                                    |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |            | 
|----------------------------------- | ------------------------------------- | - | ------------------ | ---------- | ----------------- | - | ----------- | ----------- | -------- | - | ------------ | ---------- | -------- | - | ---------- | ---------- | --- | - | ----------- | ----------- | - | - | ---------- | ---------- | 
|                                    |                                       |   | September 30, 2002 |            | December 31, 2001
|                                    |                                       |   |                    |            |                  
|                                    |                                       |   | Gross              |            |                   |   |             |             | Net      |   | Gross        |            |          |   |            |            | Net
|                                    |                                       |   | Carrying           |            | Accumulated       |   | Carrying    |             | Carrying |   | Accumulated  |            | Carrying
|                                    |                                       |   | Amount             |            | Amortization      |   | Amount      |             | Amount   |   | Amortization |            | Amount  
|                                    |                                       |   |                    |            |                   |   |             |             |          |   |              |            |         
|Indefinite-lived intangible assets: |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |           
|                                    | Franchises                            |   | $                  | 21,412,402 |                   |   | $           | (10,849,665 | )        |   | $            | 10,562,737 |          |   | $          | 21,409,702 |     |   | $           | (10,849,665 | ) |   | $          | 10,560,037 | 
|                                    | Goodwill                              |   |                    | 222,929    |                   |   |             | (70,130     | )        |   |              | 152,799    |          |   |            | 222,929    |     |   |             | (70,130     | ) |   |            | 152,799    | 
|                                    |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |           
|                                    |                                       |   | 21,635,331         |            |                   |   | (10,919,795 | )           |          |   | 10,715,536   |            |          |   | 21,632,631 |            |     |   | (10,919,795 | )           |   |   | 10,712,836 |           
|Definite-lived intangible assets:   |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |           
|                                    | Loan fees and other intangible assets |   |                    | 2,248,577  |                   |   |             | (1,618,726  | )        |   |              | 629,851    |          |   |            | 1,844,632  |     |   |             | (1,359,248  | ) |   |            | 485,384    | 
|                                    |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |           
|                                    |                                       | $ | 23,883,908         |            |                   | $ | (12,538,521 | )           |          | $ | 11,345,387   |            |          | $ | 23,477,263 |            |     | $ | (12,279,043 | )           |   | $ | 11,198,220 |           
|                                    |                                       |   |                    |            |                   |   |             |             |          |   |              |            |          |   |            |            |     |   |             |             |   |   |            |           





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##### Table of Contents



As required by SFAS No. 142, the statement has not been retroactively applied
to the results for periods prior to adoption. A reconciliation of net loss for
the nine and three months ended September 30, 2001, and the twelve months ended
December 31, 2001, 2000 and 1999, as if amortization of goodwill and franchises
had not been recorded is presented below:

|                                                        |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|------------------------------------------------------- |  | ------------------ | ---------- | ------------------ |  | -------------------------------- | -------- | ---- |  | ---- | ---------- | - |  | - | --------- | - |  | - | ---------- | -
|                                                        |  | Nine Months Ended  |            | Three Months Ended |  | Twelve Months Ended December 31,
|                                                        |  | September 30, 2001 |            | September 30, 2001 |  | 2001                             |          | 2000 |  | 1999
|                                                        |  |                    |            |                    |  |                                  |          |      |  |     
|NET LOSS:                                               |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Reported net loss                                       |  | $                  | (1,537,093 | )                  |  | $                                | (646,783 | )    |  | $    | (1,878,080 | ) |  | $ | (815,334  | ) |  | $ | (1,043,449 | )
|Add back: amortization of
indefinite-lived franchises   |  |                    | 1,524,546  |                    |  |                                  | 505,736  |      |  |      | 2,027,971  |   |  |   | 2,048,188 |   |  |   | 2,088,502  |  
|Add back: amortization of goodwill                      |  |                    | 4,179      |                    |  |                                  | 1,393    |      |  |      |           |   |  |   | 5,573     |   |  |   | 5,573      |  
|                                                        |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Adjusted net (loss) income                              |  | $                  | (8,368     | )                  |  | $                                | (139,654 | )    |  | $    | 149,891    |   |  | $ | 1,238,427 |   |  | $ | 1,050,626  |  
|                                                        |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|NET LOSS PER PARTNERSHIP UNIT:                          |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Reported net loss per limited
partnership unit          |  | $                  | (31        | )                  |  | $                                | (13      | )    |  | $    | (37        | ) |  | $ | (16       | ) |  | $ | (21        | )
|Add back: amortization of
indefinite-lived franchises   |  |                    | 31         |                    |  |                                  | 10       |      |  |      | 41         |   |  |   | 41        |   |  |   | 42         |  
|Add back: amortization of goodwill                      |  |                    |           |                    |  |                                  |         |      |  |      |           |   |  |   |          |   |  |   |           |  
|                                                        |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Adjusted net loss (income) per
limited partnership unit |  | $                  |           |                    |  | $                                | (3       | )    |  | $    | 4          |   |  | $ | 25        |   |  | $ | 21         |  
|                                                        |  |                    |            |                    |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  

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

|     |  |   |         | 
|---- |  | - | ------- | 
|2003 |  | $ | 411,174 | 
|2004 |  |   | 102,794 | 
|2005 |  |   |        | 
|2006 |  |   |        | 
|2007 |  |   |        | 
|     |  |   |         | 
|     |  | $ | 513,968 | 
|     |  |   |         | 

(3) 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% with
scheduled increases in 2003 and 2004. The amendment to the credit agreement
was not considered a significant modification according to Emerging Issues Task
Force Issue No. 96-19. Based on these terms, the Partnership is required to
make the following future principal payments related to the amended
agreement:





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|     |  |           |            | 
|---- |  | --------- | ---------- | 
|     |  | Amended  
|     |  | Principal
|     |  | Payments 
|     |  |          
|2002 |  | $         | 300,000    | 
|2003 |  |           | 2,200,000  | 
|2004 |  |           | 37,600,000 | 
|     |  |           |            | 
|     |  | $         | 40,100,000 | 
|     |  |           |            | 

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 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 6.00 to 1.0 and a
minimum ratio of Operating Cash Flow to Interest Expense of 2.25 to 1.0. As of
September 30, 2002 the Partnership was in compliance with its required
financial covenants.

As of the date of this filing, the balance under the credit facility is
$40,100,000 at a LIBOR based interest rate of 5.82% expiring November 29, 2002.

SUBSEQUENT EVENT

On October 28, 2002 the Partnership entered into an agreement to sell certain
cable operations representing approximately 30% of its subscriber base to an
unaffiliated third party. The sales price of the system is $21,790,000, which
will result in the recognition of a gain. Closing of the sale is contingent
upon the buyer obtaining financing and the transfer of franchise operating
agreements. Upon closing, substantially all of the proceeds from the sale will
be utilized to reduce amounts outstanding under the Partnerships debt
agreement. The sale is not expected to close until 2003. Summary operating
results for the operations to be sold for the three and nine months ended
September 30, 2002 and 2001 are as follows:





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##### Table of Contents



|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|----------------------------- |  | -------------------------- | --------- | ------------------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                              |  | For the three months ended |           | For the nine months ended
|                              |  | September 30,              |           | September 30,            
|                              |  |                            |           |                          
|                              |  | 2002                       |           | 2001                      |  | 2002 |           | 2001
|                              |  |                            |           |                           |  |      |           |     
|Service revenues              |  | $                          | 1,494,433 |                           |  | $    | 1,479,464 |      |  | $ | 4,384,682 |  |  | $ | 4,456,247 | 
|Expenses:                     |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|Cable system operations       |  |                            | 145,261   |                           |  |      | 154,652   |      |  |   | 414,766   |  |  |   | 456,483   | 
|General and administrative    |  |                            | 352,349   |                           |  |      | 351,183   |      |  |   | 1,051,008 |  |  |   | 1,050,427 | 
|Programming                   |  |                            | 466,586   |                           |  |      | 394,098   |      |  |   | 1,362,861 |  |  |   | 1,175,269 | 
|Depreciation and amortization |  |                            | 288,280   |                           |  |      | 435,167   |      |  |   | 871,795   |  |  |   | 1,290,188 | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|                              |  |                            | 1,252,476 |                           |  |      | 1,335,100 |      |  |   | 3,700,430 |  |  |   | 3,972,367 | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|Income from operations        |  | $                          | 241,957   |                           |  | $    | 144,364   |      |  | $ | 684,252   |  |  | $ | 483,880   | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 





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##### Table of Contents



PART I (continued)




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

Nine Months Ended September 30, 2002 and 2001

As of September 30, 2002, the Partnerships systems served approximately 34,281
basic subscribers, 17,671 premium subscribers and 3,177 digital subscribers.

Revenues totaled $14,477,921 for the nine months ended September 30, 2002
representing an increase of approximately 4% over the same period in 2001. Of
these revenues, $9,564,434 (66%) was derived from basic services, $1,108,787
(8%) from premium services, $1,680,142 (12%) from expanded basic services,
$245,994 (2%) from digital services, $212,856 (1%) from service maintenance
contracts, $1,055,977 (7%) from advertising and $609,731 (4%) from other
sources. This increase is attributable to rate increases put into effect the
first quarter of 2002.

Cable system operating expenses, which include costs related to technical
personnel, repairs and maintenance, totaled $1,109,227 for the nine months
ended September 30, 2002, representing a decrease of approximately 4% over the
same period in 2001. This is primarily due to decreases in operating salaries
and payroll related taxes and benefits, which are a result of reductions in the
number of technical and regional personnel.

General and administrative expenses totaled $3,562,807 for the nine months
ended September 30, 2002, representing an increase of approximately 5% over the
same period in 2001. The increase is primarily attributable to (i) increases
in revenue based expenses such as management fees and franchise fees, (ii) a
118% increase in marketing expenses and (iii) increases in system utility,
property tax and insurance costs.

Programming expenses totaled $4,659,178 for the nine months ended September 30,
2002, representing an increase of approximately 17% over the same period in
2001. The increase is primarily attributable to higher costs charged by
various program suppliers as well as costs incurred as the result of offering
additional channels in some of the Partnerships systems.

Depreciation and amortization expense for the nine months ended September 30,
2002 decreased approximately 33% over the same period in 2001. Such decrease
is primarily attributable to the Partnerships implementation of SFAS No. 142.
As of December 31, 2001, the Partnership discontinued amortizing its franchises
and goodwill in accordance with SFAS No. 142 resulting in a decrease of
approximately $1,529,000 in amortization expense for the nine months ended
September 30, 2002 compared to the same period in 2001.

Interest expense totaled $2,137,953 for the nine months ended September 30,
2002 representing a decrease of approximately 13% over the same period in 2001.
This amount includes certain accrued interest charges to be paid in 2003 and
2004, which are a result of the Partnerships accounting for scheduled
increases to the interest rate margin on a straight-line basis. This
approximates the effective interest rate method. The Partnerships average
bank debt outstanding decreased from $41,794,893 during the first nine months
of 2001 to $40,898,798 during the first nine months of 2002. The Partnerships
effective interest rate decreased from 7.80% in 2001 to 6.97% in 2002.





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Loan fee expense for the nine months ended September 30, 2002 increased
$584,687 over the same period in 2001. 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.

Three Months Ended September 30, 2002 and 2001

Revenues totaled $4,895,042 for the three months ended September 30, 2002
representing an increase of approximately 3% over the same period in 2001. Of
these revenues, $3,192,640 (65%) was derived from basic services, $365,704 (7%)
from premium services, $574,846 (12%) from expanded basic services, $84,701
(2%) from digital services, $381,461 (8%) from advertising and $295,690 (6%)
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 2002; (ii) increased penetration in digital services and (iii) an
increase of approximately 17% in advertising revenues.

Cable system operating expenses totaled $382,288 for the three months ended
September 30, 2002, remaining constant with the same period in 2001.

General and administrative expenses totaled $1,243,597 for the three months
ended September 30, 2002, representing an increase of approximately 6% over the
same period in 2001. This increase is primarily attributable to: (i) increases
in revenue-based expenses such as management fees and franchise fees; (ii) a
170% increase in marketing expenses and (iii) increases in insurance costs.

Programming expenses totaled $1,583,202 for the three months ended September
30, 2002, representing an increase of approximately 16% over the same period in
2001. This increase is primarily attributable to higher costs charged by
various program suppliers as well as costs incurred as the result of offering
additional channels in some of the Partnerships systems.

Depreciation and amortization expense for the three months ended September 30,
2002 decreased approximately 33% over the same period in 2001. Such decrease is
primarily attributable to the Partnerships implementation of SFAS No. 142. As
of December 31, 2001, the Partnership discontinued amortizing its franchises
and goodwill in accordance with SFAS No. 142 resulting in a decrease of
approximately $507,000 in amortization expense for the three months ended
September 30, 2002 compared to the same period in 2001.

Interest expense totaled $675,926 for the three months ended September 30, 2002
representing a decrease of approximately 14% over the same period in 2001.
This amount includes certain accrued interest charges to be paid in 2003 and
2004, which are a result of the Partnerships accounting for scheduled
increases to the interest rate margin on a straight-line basis. This
approximates the effective interest rate method. The Partnerships average
bank debt outstanding decreased from $42,100,227 during the third quarter of
2001 to $40,564,519 during the same period in 2002. The Partnerships
effective interest rate decreased from 7.43% in the third quarter of 2001 to
6.67% in the third quarter of 2002.





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Loan fee expense for the three months ended September 30, 2002 totaled $403,595
representing an increase of $371,099 over the same period in 2001. 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. 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.

Net cash provided by operating activities totaled $3,489,789 for the nine
months ended September 30, 2002. Adjustments to the $97,136 net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $2,548,884 of depreciation and amortization, loan fees of
$215,846, non-cash interest expense of $173,835 and increases in operating
liabilities of $1,055,566 offset by decreases of $277,449 relating to
interest rate swap agreements.

Net cash used in investing activities consisted primarily of $1,524,064 in
capital expenditures for the nine months ended September 30, 2002.

Net cash used in financing activities for the nine months ended September 30,
2002 consisted of $874,017 in principal payments on notes payable and payment
of additional loan fees of $403,945 related to the amendment of the
Partnerships credit agreement.

Net cash provided by operating activities totaled $1,920,453 for the nine
months ended September 30, 2001. Adjustments to the $1,537,093 net loss for
the period to reconcile to net cash provided by operating activities
consisted primarily of $3,794,670 of depreciation and amortization, $412,630
relating to interest rate swap agreements and decreases in operating
liabilities of $952,251.

Net cash used in investing activities consisted of $4,009,448 in capital
expenditures and increases in intangibles for the nine months ended September
30, 2001.

Net cash from financing activities was $2,040,402 for the nine months ended
September 30, 2001. The Partnership had $4,500,000 in additions to notes
payable to fund capital expenditures and made $2,459,598 in principal
payments on long-term debt during the nine months ended September 30, 2001.

Capital Expenditures

During the first nine months of 2002, the Partnership incurred approximately
$1,524,000 in capital expenditures, including the continuation of plant
upgrades to 550 MHz in Sandersville, Georgia, 450 MHz in Sequim, Washington and
450 MHz in Camano Island, Washington.





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Planned expenditures for the remainder of 2002 include continuation of
distribution plant upgrades and digital deployment.

Recently Issued Accounting Standards

Statement of Financial Accounting Standards No. 143 In June 2001, the FASB
issued SFAS No. 143 Accounting for Asset Retirement Obligations. SFAS No.
143 requires entities to record the fair value of liability for an asset
retirement obligation in the period in which it is incurred. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. Statement No. 143 will be effective for the Partnership
beginning January 1, 2003. The Partnership has not yet estimated the impact of
implementation on its financial position or results of operations.

Statement of Financial Accounting Standards No. 145 In April 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145
provides for the rescission of several previously issued accounting standards,
new accounting guidance for the accounting for certain lease modifications and
various technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be effective beginning January 1, 2003,
except for the provisions relating to the amendment of SFAS No. 13, which will
be effective for transactions occurring subsequent to May 15, 2002. Adoption
of SFAS No. 145 will not have a material impact on the Partnerships financial
statements.

Statement of Financial Accounting Standards
No. 146 In September 2002, the
FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity is recognized at fair value when
the liability is incurred and is effective for exit or disposal activities that
are initiated after December 31, 2002. The Partnership has not yet estimated
the impact of implementation on its financial position or results of
operations.

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 is recognized in the
month service is provided to the customer. 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.

Long-lived Assets  Property and equipment are stated at cost less accumulated
depreciation. Costs of additions and substantial improvements to property and
equipment are capitalized. Expenditures for maintenance and repairs are charged
to operating expense as incurred.





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Depreciation is computed using the straight-line method over the equipments
estimated useful lives. The Partnership evaluates the depreciation periods of
property and equipment to determine whether events or circumstances warrant
revised estimates of useful lives.

The costs associated with the construction of cable transmission and
distribution facilities and new cable service installations are capitalized.
Costs include direct labor and materials as well as certain indirect costs. The
amount of indirect costs that are capitalized, which include employee benefits,
travel and other costs, are estimated based on historical construction costs.
The Partnership periodically performs evaluations of these estimates to
determine whether they are reflective of current construction costs. At the
time of retirements, sales or other dispositions of property, the original cost
and related accumulated depreciation are removed from the respective accounts,
and the gains and losses are presented in the statement of operations.

The Partnership periodically reviews the carrying value of its long-lived
assets, including property and equipment and intangible assets, whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable

On January 1, 2002, the Partnership adopted SFAS No. 142 Goodwill and Other
Intangibles. Under this statement, goodwill and franchises are no longer
being amortized, but are tested for impairment annually, or more frequently as
warranted by events or changes in circumstances. As of September 30, 2002,
there was no indication of such impairment.

SUBSEQUENT EVENT

On October 28, 2002 the Partnership entered into an agreement to sell certain
cable operations representing approximately 30% of its subscriber base to an
unaffiliated third party. The sales price of the system is $21,790,000, which
will result in the recognition of a gain. Closing of the sale is contingent
upon the buyer obtaining financing and the transfer of franchise operating
agreements. Upon closing, substantially all of the proceeds from the sale will
be utilized to reduce amounts outstanding under the Partnerships debt
agreement. The sale is not expected to close until 2003. Summary operating
results for the operations to be sold for the three and nine months ended
September 30, 2002 and 2001 are as follows:

|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|----------------------------- |  | -------------------------- | --------- | ------------------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                              |  | For the three months ended |           | For the nine months ended
|                              |  | September 30,              |           | September 30,            
|                              |  |                            |           |                          
|                              |  | 2002                       |           | 2001                      |  | 2002 |           | 2001
|                              |  |                            |           |                           |  |      |           |     
|Service revenues              |  | $                          | 1,494,433 |                           |  |      | 1,479,464 |      |  | $ | 4,384,682 |  |  | $ | 4,456,247 | 
|Expenses:                     |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|Cable system operations       |  |                            | 145,261   |                           |  |      | 154,652   |      |  |   | 414,766   |  |  |   | 456,483   | 
|General and administrative    |  |                            | 352,349   |                           |  |      | 351,183   |      |  |   | 1,051,008 |  |  |   | 1,050,427 | 
|Programming                   |  |                            | 466,586   |                           |  |      | 394,098   |      |  |   | 1,362,861 |  |  |   | 1,175,269 | 
|Depreciation and amortization |  |                            | 288,280   |                           |  |      | 435,167   |      |  |   | 871,795   |  |  |   | 1,290,188 | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|                              |  |                            | 1,252,476 |                           |  |      | 1,335,100 |      |  |   | 3,700,430 |  |  |   | 3,972,367 | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 
|Income from operations        |  | $                          | 241,957   |                           |  | $    | 144,364   |      |  | $ | 684,252   |  |  | $ | 483,880   | 
|                              |  |                            |           |                           |  |      |           |      |  |   |           |  |  |   |           | 





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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 $401,000.

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 originally filed on July 15, 2002, and amended on July 19, 2002,
announcing the dismissal of Arthur Andersen LLP as the Partnerships
independent auditors and the appointment of KPMG LLP to serve as the
Partnerships independent auditors.





---



##### 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: 11-12-02 |  | BY: |  | /s/  RICHARD I. CLARK                                
|                |  |     |  |                                                      
|                |  |     |  | Richard I. Clark
(Executive Vice President/Treasurer)
|               
|               
|Dated: 11-12-02 |  | 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: November 12, 2002



| | /s/  GARY S. JONES
Gary S. Jones
President
(Principal Financial and Accounting Officer)
| | ---------------------------------------------------------------------------------------





---



##### 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: November 12, 2002



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