##### 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 June 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 15 pages. Exhibits index
appears on page 14.





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                 
|                               |                                                                                               | BALANCE SHEETS                         
|                               |                                                                                               | STATEMENTS OF OPERATIONS               
|                               |                                                                                               | STATEMENTS OF OPERATIONS               
|                               |                                                                                               | STATEMENTS OF CASH FLOWS               
|                               |                                                                                               | 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                           
|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 10.36                 
|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

|                                                                                                     |                   |                          |                         |   |             |             |              |   |             |             |  
|---------------------------------------------------------------------------------------------------- | ----------------- | ------------------------ | ----------------------- | - | ----------- | ----------- | ------------ | - | ----------- | ----------- | -
|                                                                                                     |                   |                          |                         |   | June 30,    |             | December 31,
|                                                                                                     |                   |                          |                         |   | 2002        |             | 2001        
|                                                                                                     |                   |                          |                         |   |             |             |             
|                                                                                                     |                   |                          |                         |   | (unaudited)
|ASSETS                                                                                               |                   |                          |                         |   |             |             |              |  
|                                                                                                    
|Cash                                                                                                 |                   | $                        | 480,895                 |   |             | $           | 125,060      |  
|Accounts receivable                                                                                  |                   |                          | 729,998                 |   |             |             | 592,772      |  
|Due from affiliates                                                                                  |                   |                          | 6,048                   |   |             |             | 17,225       |  
|Prepaid expenses                                                                                     |                   |                          | 99,325                  |   |             |             | 89,299       |  
|Property and equipment, net of accumulated
depreciation of $22,622,085 and $20,956,786,
respectively |                   |                          | 18,379,304              |   |             |             | 19,074,621   |  
|Intangible assets, net of accumulated
amortization of $12,420,264 and $12,279,043,
respectively      |                   |                          | 11,456,999              |   |             |             | 11,198,220   |  
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|Total assets                                                                                         |                   | $                        | 31,152,569              |   |             | $           | 31,097,197   |  
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                    
|LIABILITIES AND PARTNERS DEFICIT                                                                    |                   |                          |                         |   |             |             |              |  
|                                                                                                    
|Accounts payable and accrued expenses                                                                |                   | $                        | 2,103,985               |   |             | $           | 1,820,883    |  
|Due to managing general partner and affiliates                                                       |                   |                          | 732,220                 |   |             |             | 285,125      |  
|Converter deposits                                                                                   |                   |                          | 90,935                  |   |             |             | 71,730       |  
|Subscriber prepayments                                                                               |                   |                          | 575,192                 |   |             |             | 595,357      |  
|Notes payable                                                                                        |                   |                          | 40,670,703              |   |             |             | 41,236,547   |  
|Interest rate swap agreements                                                                        |                   |                          |                        |   |             |             | 277,449      |  
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                     |                   |                          | Total liabilities       |   |             | 44,173,035  |              |   |             | 44,287,091  |  
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|Partners deficit:                                                                                   |                   |                          |                         |   |             |             |              |  
|                                                                                                     | General Partners: |                          |                         |   |             |             |              |   |            
|                                                                                                     |                   | Contributed capital, net |                         |   | (25,367     | )           |              |   | (25,367     | )          
|                                                                                                     |                   | Accumulated deficit      |                         |   | (317,306    | )           |              |   | (319,000    | )          
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                     |                   |                          | (342,673                | ) |             |             | (344,367     | )
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                     | Limited Partners: |                          |                         |   |             |             |              |   |            
|                                                                                                     |                   | Contributed capital, net |                         |   | 18,735,576  |             |              |   | 18,735,576  |            
|                                                                                                     |                   | Accumulated deficit      |                         |   | (31,413,369 | )           |              |   | (31,581,103 | )          
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                     |                   |                          | (12,677,793             | ) |             |             | (12,845,527  | )
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|                                                                                                     |                   |                          | Total partners deficit |   |             | (13,020,466 | )            |   |             | (13,189,894 | )
|                                                                                                     |                   |                          |                         |   |             |             |              |  
|Total liabilities and partners deficit                                                              |                   | $                        | 31,152,569              |   |             | $           | 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

|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |   |           |            |  
|------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | - | --------------------------------- | ---------- | ---------- | - | --------- | ---------- | -
|                                                              |  |                                                                                                                                                             |                                                         |   | For the six months ended June 30,
|                                                              |  |                                                                                                                                                             |                                                         |   |                                  
|                                                              |  |                                                                                                                                                             |                                                         |   | 2002                              |            | 2001      
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |           
|                                                              |  |                                                                                                                                                             |                                                         |   | (unaudited)                      
|Service revenues                                              |  | $                                                                                                                                                           | 9,582,879                                               |   |                                   | $          | 9,279,104  |  
|Expenses:                                                     |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  | Cable system operations (including
$102,942 and $117,865 to affiliates in
2002 and 2001, respectively), excluding
depreciation and amortization shown below |                                                         |   | 726,939                           |            |            |   | 769,587   |           
|                                                              |  | General and administrative (including
$882,787 and $876,286 to affiliates
in 2002 and 2001, respectively)                                                   |                                                         |   | 2,319,209                         |            |            |   | 2,229,923 |           
|                                                              |  | Programming (including $92,882
and $58,248 to affiliates in 2002
and 2001, respectively)                                                                    |                                                         |   | 3,075,975                         |            |            |   | 2,631,069 |           
|                                                              |  | Depreciation and amortization                                                                                                                               |                                                         |   | 1,694,995                         |            |            |   | 2,514,768 |           
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  |                                                                                                                                                             | 7,817,118                                               |   |                                   |            | 8,145,347  |  
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|Income from operations                                        |  |                                                                                                                                                             | 1,765,761                                               |   |                                   |            | 1,133,757  |  
|Other income (expense):                                       |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  |                                                                                                                                                             | Interest expense                                        |   |                                   | (1,462,028 | )          |   |           | (1,662,615 | )
|                                                              |  |                                                                                                                                                             | Loan fees                                               |   |                                   | (411,892   | )          |   |           | (58,957    | )
|                                                              |  |                                                                                                                                                             | Interest income and other, net                          |   |                                   | 671        |            |   |           | 10,495     |  
|                                                              |  |                                                                                                                                                             | Unrealized gain (loss) on interest rate swap agreements |   |                                   | 277,449    |            |   |           | (258,484   | )
|                                                              |  |                                                                                                                                                             | Loss on disposal of assets                              |   |                                   | (533       | )          |   |           | (54,506    | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  |                                                                                                                                                             | (1,596,333                                              | ) |                                   |            | (2,024,067 | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|Net income (loss)                                             |  | $                                                                                                                                                           | 169,428                                                 |   |                                   | $          | (890,310   | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|Allocation of net income (loss):                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  |                                                                                                                                                             | General Partners                                        |   | $                                 | 1,694      |            |   | $         | (8,903     | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|                                                              |  |                                                                                                                                                             | Limited Partners                                        |   | $                                 | 167,734    |            |   | $         | (881,407   | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|Net
income (loss) per limited partnership unit:(49,656 units) |  | $                                                                                                                                                           | 3                                                       |   |                                   | $          | (18        | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  
|Net income (loss) per $1,000 investment                       |  | $                                                                                                                                                           | 7                                                       |   |                                   | $          | (36        | )
|                                                              |  |                                                                                                                                                             |                                                         |   |                                   |            |            |  

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

|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |   |           |   | 
|----------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | - | ----------------------------------- | - | --------- | - | --------- | - | 
|                                                      |  |                                                                                                                                                           |            |   | For the three months ended June 30,
|                                                      |  |                                                                                                                                                           |            |   |                                    
|                                                      |  |                                                                                                                                                           |            |   | 2002                                |   | 2001     
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |          
|                                                      |  |                                                                                                                                                           |            |   | (unaudited)                        
|Service revenues                                      |  | $                                                                                                                                                         | 4,878,580  |   |                                     | $ | 4,725,047 |  
|Expenses:                                             |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  | Cable system operations (including
$49,314 and $57,493 to affiliates in
2002 and 2001, respectively), excluding
depreciation and amortization shown below |            |   | 371,107                             |   |           |   | 389,741   |  
|                                                      |  | General and administrative (including
$447,267 and $428,207 to affiliates
in 2002 and 2001, respectively)                                                 |            |   | 1,185,065                           |   |           |   | 1,145,519 |  
|                                                      |  | Programming (including $52,417
and $29,924 to affiliates in 2002
and 2001, respectively)                                                                  |            |   | 1,565,641                           |   |           |   | 1,321,560 |  
|                                                      |  | Depreciation and amortization                                                                                                                             |            |   | 847,206                             |   |           |   | 1,280,102 |  
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  |                                                                                                                                                           | 3,969,019  |   |                                     |   | 4,136,922 |  
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|Income from operations                                |  |                                                                                                                                                           | 909,561    |   |                                     |   | 588,125   |  
|Other income (expense):                               |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  | Interest expense                                                                                                                                          |            |   | (724,123                            | ) |           |   | (774,692  | )
|                                                      |  | Loan fees                                                                                                                                                 |            |   | (379,411                            | ) |           |   | (27,900   | )
|                                                      |  | Interest income and other, net                                                                                                                            |            |   | (510                                | ) |           |   | 4,894     |  
|                                                      |  | Unrealized loss on interest rate swap agreements                                                                                                          |            |   |                                    |   |           |   | (142,672  | )
|                                                      |  | Loss on disposal of assets                                                                                                                                |            |   |                                    |   |           |   | (54,506   | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  |                                                                                                                                                           | (1,104,044 | ) |                                     |   | (994,876  | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|Net loss                                              |  | $                                                                                                                                                         | (194,483   | ) |                                     | $ | (406,751  | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|Allocation of net loss:                               |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  | General Partners                                                                                                                                          |            | $ | (1,945                              | ) |           | $ | (4,068    | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|                                                      |  | Limited Partners                                                                                                                                          |            | $ | (192,538                            | ) |           | $ | (402,683  | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|Net
loss per limited partnership unit:
(49,656 units) |  | $                                                                                                                                                         | (4         | ) |                                     | $ | (8        | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  
|Net loss per $1,000 investment                        |  | $                                                                                                                                                         | (8         | ) |                                     | $ | (16       | )
|                                                      |  |                                                                                                                                                           |            |   |                                     |   |           |  

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
(Prepared by the Managing General Partner)

|                                                                                     |                                                         |                                                |           |                                   |          |      |            |           |          |  
|------------------------------------------------------------------------------------ | ------------------------------------------------------- | ---------------------------------------------- | --------- | --------------------------------- | -------- | ---- | ---------- | --------- | -------- | -
|                                                                                     |                                                         |                                                |           | For the six months ended June 30,
|                                                                                     |                                                         |                                                |           |                                  
|                                                                                     |                                                         |                                                |           | 2002                              |          | 2001
|                                                                                     |                                                         |                                                |           |                                   |          |     
|                                                                                     |                                                         |                                                |           | (unaudited)                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |                                                         |                                                |           |                                   |          |      |            |          
|Net income (loss)                                                                    |                                                         | $                                              | 169,428   |                                   |          | $    | (890,310   | )        
|Adjustments to reconcile net income (loss) to
cash provided by operating activities: |                                                         |                                                |           |                                   |          |      |            |          
|                                                                                     | Depreciation and amortization                           |                                                |           | 1,694,995                         |          |      |            | 2,514,768 |         
|                                                                                     | Unrealized gain (loss) on interest rate swap agreements |                                                |           | (277,449                          | )        |      |            | 274,249   |         
|                                                                                     | Non-cash interest expense                               |                                                |           | 100,956                           |          |      |            |          |         
|                                                                                     | Loan fees                                               |                                                |           | 111,892                           |          |      |            | 58,957    |         
|                                                                                     | Loss on sale of assets                                  |                                                |           | 533                               |          |      |            | 54,506    |         
|                                                                                     | (Increase) decrease in operating assets:                |                                                |           |                                   |          |      |            |           |         
|                                                                                     |                                                         | Accounts receivable                            |           |                                   | (137,226 | )    |            |           | 31,939   |  
|                                                                                     |                                                         | Due from affiliates                            |           |                                   | 11,177   |      |            |           | (38,706  | )
|                                                                                     |                                                         | Prepaid expenses                               |           |                                   | (10,026  | )    |            |           | (37,178  | )
|                                                                                     | Increase (decrease) in operating liabilities            |                                                |           |                                   |          |      |            |           |         
|                                                                                     |                                                         | Accounts payable and accrued expenses          |           |                                   | 182,146  |      |            |           | (874,085 | )
|                                                                                     |                                                         | Due to Managing General Partner and affiliates |           |                                   | 447,095  |      |            |           | (38,993  | )
|                                                                                     |                                                         | Converter deposits                             |           |                                   | 19,205   |      |            |           | 8,015    |  
|                                                                                     |                                                         | Subscriber prepayments                         |           |                                   | (20,165  | )    |            |           | (3,880   | )
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|Net cash provided by operating activities                                            |                                                         |                                                | 2,292,561 |                                   |          |      | 1,059,282  |          
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                |                                                         |                                                |           |                                   |          |      |            |          
|Purchase of property and equipment, net                                              |                                                         |                                                | (970,882  | )                                 |          |      | (2,968,937 | )        
|Increase in intangibles                                                              |                                                         |                                                |          |                                   |          |      | (124,577   | )        
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|Net cash used in investing activities                                                |                                                         |                                                | (970,882  | )                                 |          |      | (3,093,514 | )        
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                |                                                         |                                                |           |                                   |          |      |            |          
|Principal payments on borrowings                                                     |                                                         |                                                | (565,844  | )                                 |          |      | (1,639,579 | )        
|Proceeds from borrowings                                                             |                                                         |                                                |          |                                   |          |      | 3,750,000  |          
|Loan fees                                                                            |                                                         |                                                | (400,000  | )                                 |          |      |           |          
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|Net cash (used in) provided by financing activities                                  |                                                         |                                                | (965,844  | )                                 |          |      | 2,110,421  |          
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|INCREASE IN CASH                                                                     |                                                         |                                                | 355,835   |                                   |          |      | 76,189     |          
|CASH, beginning of period                                                            |                                                         |                                                | 125,060   |                                   |          |      | 492,858    |          
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|CASH, end of period                                                                  |                                                         | $                                              | 480,895   |                                   |          | $    | 569,047    |          
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |                                                         |                                                |           |                                   |          |      |            |          
|                                                                                     | Cash paid during the period for interest                |                                                | $         | 1,445,938                         |          |      | $          | 1,690,224 |         
|                                                                                     |                                                         |                                                |           |                                   |          |      |            |          

The accompanying notes are an integral part of these statements.





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NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1)  Basis of Presentation

These unaudited financial statements are being filed in conformity with Rule
10-01 of Regulation S-X regarding interim financial statements 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 June 30,
2002, its statements of operations for the six and three months ended June 30,
2002 and 2001, and its statement of cash flows for the six months ended June
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 more likely than not reduce the fair value of a
reporting unit below its carrying value or if the fair values 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 on
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:

|                                    |                                       |   |               |            |                   |   |             |             |          |   |              |            |          |   |            |            |             |   |             |             |   |   |            |            | 
|----------------------------------- | ------------------------------------- | - | ------------- | ---------- | ----------------- | - | ----------- | ----------- | -------- | - | ------------ | ---------- | -------- | - | ---------- | ---------- | ----------- | - | ----------- | ----------- | - | - | ---------- | ---------- | 
|                                    |                                       |   | June 30, 2002 |            | December 31, 2001
|                                    |                                       |   |               |            |                  
|                                    |                                       |   |               |            |                   |   | (unaudited) |             |          |   |              |            |          |   |            |            | (unaudited) |   |             |             |  
|                                   
|                                    |                                       |   | Gross         |            |                   |   |             |             | Net      |   | Gross        |            |          |   |            |            | Net        
|                                    |                                       |   | Carrying      |            | Accumulated       |   | Carrying    |             | Carrying |   | Accumulated  |            | Carrying
|                                    |                                       |   | Amount        |            | Amortization      |   | Amount      |             | Amount   |   | Amortization |            | Amount  
|                                    |                                       |   |               |            |                   |   |             |             |          |   |              |            |         
|Indefinite-lived intangible assets: |                                       |   |               |            |                   |   |             |             |          |   |              |            |          |   |            |            |             |   |             |             |   |   |            |           
|                                    | Franchises                            |   | $             | 21,409,702 |                   |   | $           | (10,849,665 | )        |   | $            | 10,560,037 |          |   | $          | 21,409,702 |             |   | $           | (10,849,665 | ) |   | $          | 10,560,037 | 
|                                    | Goodwill                              |   |               | 222,929    |                   |   |             | (70,130     | )        |   |              | 152,799    |          |   |            | 222,929    |             |   |             | (70,130     | ) |   |            | 152,799    | 
|                                    |                                       |   |               |            |                   |   |             |             |          |   |              |            |          |   |            |            |             |   |             |             |   |   |            |           
|                                    |                                       |   | 21,632,631    |            |                   |   | (10,919,795 | )           |          |   | 10,712,836   |            |          |   | 21,632,631 |            |             |   | (10,919,795 | )           |   |   | 10,712,836 |           
|Definite-lived intangible assets:   |                                       |   |               |            |                   |   |             |             |          |   |              |            |          |   |            |            |             |   |             |             |   |   |            |           
|                                    | Loan fees and other intangible assets |   |               | 2,244,632  |                   |   |             | (1,500,469  | )        |   |              | 744,163    |          |   |            | 1,844,632  |             |   |             | (1,359,248  | ) |   |            | 485,384    | 
|                                    |                                       |   |               |            |                   |   |             |             |          |   |              |            |          |   |            |            |             |   |             |             |   |   |            |           
|                                    |                                       | $ | 23,877,263    |            |                   | $ | (12,420,264 | )           |          | $ | 11,456,999   |            |          | $ | 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 January 1, 2002. A reconciliation of net
loss for the six and three months ended June 30, 2002 and 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:

|                                                      |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|----------------------------------------------------- |  | ------------- | --------- | ------------- |  | -------------------------------- | -------- | ---- |  | ---- | ---------- | - |  | - | --------- | - |  | - | ---------- | -
|                                                      |  | Six Months    |           | Three Months  |  | Twelve Months Ended December 31,
|                                                      |  | Ended         |           | Ended         |  |                                 
|                                                      |  | June 30, 2001 |           | June 30, 2001 |  | 2001                             |          | 2000 |  | 1999
|                                                      |  |               |           |               |  |                                  |          |      |  |     
|NET LOSS:                                             |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Reported Net Loss                                     |  | $             | (890,310  | )             |  | $                                | (406,751 | )    |  | $    | (1,878,080 | ) |  | $ | (815,334  | ) |  | $ | (1,043,449 | )
|Add back: amortization of
indefinite-lived franchises |  |               | 1,018,810 |               |  |                                  | 507,119  |      |  |      | 2,027,971  |   |  |   | 2,048,188 |   |  |   | 2,088,502  |  
|Add back: amortization of goodwill                    |  |               | 2,786     |               |  |                                  | 1,393    |      |  |      |            |   |  |   | 5,573     |   |  |   | 5,573      |  
|                                                      |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Adjusted net loss                                     |  | $             | 131,286   |               |  | $                                | 101,761  |      |  | $    | 149,891    |   |  | $ | 1,238,427 |   |  | $ | 1,050,626  |  
|                                                      |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|NET LOSS PER PARTNERSHIP UNIT:                        |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Reported net loss per limited
partnership unit        |  | $             | (18       | )             |  | $                                | (8       | )    |  | $    | (37        | ) |  | $ | (16       | ) |  | $ | (21        | )
|Add back: amortization of
indefinite-lived franchises |  |               | 21        |               |  |                                  | 10       |      |  |      | 41         |   |  |   | 41        |   |  |   | 42         |  
|Add back: amortization of goodwill                    |  |               |          |               |  |                                  |         |      |  |      |           |   |  |   |          |   |  |   |           |  
|                                                      |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  
|Adjusted net loss per limited
partnership unit        |  | $             | 3         |               |  | $                                | 2        |      |  | $    | 4          |   |  | $ | 25        |   |  | $ | 21         |  
|                                                      |  |               |           |               |  |                                  |          |      |  |      |            |   |  |   |           |   |  |   |            |  

Amortization expense 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 96-19. Based on these terms, the Partnership is required to make the
following future principal payments:





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##### Table of Contents



|     |  |           |            | 
|---- |  | --------- | ---------- | 
|     |  | Amended  
|     |  | Principal
|     |  | Payments 
|     |  |          
|2002 |  | $         | 600,000    | 
|2003 |  |           | 2,200,000  | 
|2004 |  |           | 37,600,000 | 
|     |  |           |            | 
|     |  | $         | 40,400,000 | 
|     |  |           |            | 

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 senior debt to annualized operating cash
flow of 6.10 to 1.0 and a minimum ratio of operating cash flow to interest
expense of 2.25 to 1.0. As of June 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
$40,400,000 at a LIBOR based interest rate of 5.81% expiring August 31, 2002.





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##### Table of Contents



PART I (continued)




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

Six Months Ended June 30, 2002 and 2001

As of June 30, 2002, the Partnerships systems served approximately 34,989
basic subscribers, 18,108 premium subscribers and 3,211 digital subscribers.

Revenues totaled $9,582,879 for the six months ended June 30, 2002 representing
an increase of approximately 3% over the same period in 2001. Of these
revenues, $6,371,796 (66%) was derived from basic services, $743,082 (8%) from
premium services, $1,105,296 (12%) from expanded basic services, $161,293 (2%)
from digital services, $142,605 (1%) from service maintenance contracts,
$674,517 (7%) from advertising and $384,290 (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 $726,939 for the six months ended
June 30, 2002, representing a decrease of approximately 6% 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 $2,319,209 for the six months ended
June 30, 2002, representing an increase of approximately 4% 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 and (ii)
increases in system utility, property tax and insurance costs.

Programming expenses totaled $3,075,975 for the six months ended June 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 six months ended June 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 $1,022,000 in amortization expense for the six months ended June
30, 2002.

Interest expense totaled $1,462,028 for the six months ended June 30, 2002
representing a decrease of approximately 12% 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, which
approximates the effective interest rate method. The Partnerships average
bank debt outstanding decreased from $41,663,921 during the first half of 2001
to $41,042,060 during the first half of 2002. The Partnerships effective
interest rate decreased from 7.98% in 2001 to 7.12% in 2002.

Loan fee expense for the six months ended June 30, 2002 increased $352,935 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.





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##### Table of Contents



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 June 30, 2002 and 2001

Revenues totaled $4,878,580 for the three months ended June 30, 2002
representing an increase of approximately 3% over the same period in 2001. Of
these revenues, $3,229,665 (66%) was derived from basic services, $374,652 (8%)
from premium services, $558,694 (11%) from expanded basic services, $83,756
(2%) from digital services, $370,891 (8%) from advertising and $260,922 (5%)
from other sources. The increase in revenues is primarily attributable to: (i)
rate increases implemented in the Partnerships systems the first quarter of
2002; (ii) increased penetration in digital services; and (iii) an increase of
approximately 24% in advertising revenues.

Cable system operating expenses totaled $371,107 for the three months ended
June 30, 2002, representing a decrease of approximately 5% over the same period
in 2001. This is primarily due to decreases in operating salaries and payroll
related benefits and taxes, which are a result of reductions in the number of
technical and regional personnel.

General and administrative expenses totaled $1,185,065 for the three months
ended June 30, 2002, representing an increase of approximately 3% 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; and (ii)
increases in system utility, property tax and insurance costs.

Programming expenses totaled $1,565,641 for the three months ended June 30,
2002, representing an increase of approximately 18% 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 June 30, 2002
decreased approximately 34% 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 $509,000 in amortization expense for the three months ended June
30, 2002.

Interest expense totaled $724,123 for the three months ended June 30, 2002
representing a decrease of approximately 7% 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, which approximates the
effective interest rate method. The Partnerships average bank debt
outstanding decreased from $42,176,811 during the second quarter of 2001 to
$40,898,682 during the same period in 2002. The Partnerships effective
interest rate decreased from 7.35% in the second quarter of 2001 to 7.08% in
the second quarter of 2002.

Loan fee expense for the three months ended June 30, 2002 totaled $379,411
representing an increase of $352,935 over the same period in 2001. This
increase is attributable to fees paid under the terms of credit agreement, as
amended on March 31, 2002.





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##### Table of Contents



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 $2,292,561 for the six
months ended June 30, 2002. Adjustments to the $169,428 net income for the
period to reconcile to net cash provided by operating activities consisted
primarily of $1,694,995 of depreciation and amortization, loan fees of
$111,892, non-cash interest expense of $100,956 and increases in operating
liabilities of $628,281, offset by decreases of $277,449 relating to
interest rate swap agreements.

Net cash used in investing activities consisted of $970,882 in capital
expenditures for the six months ended June 30, 2002.

Net cash used in financing activities for the six months ended June 30, 2002
consisted of $565,844 in principal payments on notes payable and payment of
additional loan fees of $400,000 related to the amendment of the
Partnerships credit agreement.

Net cash provided by operating activities totaled $1,059,282 for the six
months ended June 30, 2001. Adjustments to the $890,310 net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $2,514,768 of depreciation and amortization, $274,249 relating
to interest rate swap agreements and decreases in operating liabilities of
$908,943.

Net cash used in investing activities consisted of $3,093,514 in capital
expenditures and increases in intangibles for the six months ended June 30,
2001.

Net cash from financing activities was $2,110,421 for the six months ended
June 30, 2001. The Partnership had $3,750,000 in additions to notes payable
to fund capital expenditures and made $1,639,579 in principal payments on
long term debt during the six months ended June 30, 2001.

Capital Expenditures

During the first six months of 2002, the Partnership incurred approximately
$971,000 in capital expenditures, including the continuation of an upgrade of
the distribution plant to 550 MHz in Sandersville, Georgia, 450 MHz in Sequim,
Washington and 450 MHz in Camano Island, Washington as well as a high speed
Internet service launch in Vidalia, Georgia.

Planned expenditures for the remainder of 2002 include continuation of
distribution plant upgrades and digital deployment, as well as small line
extensions in various systems.





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##### Table of Contents



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, results of operations or cash flows.

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 June 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, results of operations or cash flows.

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  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. As of June 30, 2002, there has been no indication of
such impairment.





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##### Table of Contents



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 June 30, 2002, there
was no indication of such impairment.




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 the Partnerships variable rate obligations
would be approximately $407,000.

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.





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##### 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                                                                                                                                                                                                                                          
|
| |     | 10.36*                                                                                                                                                                                                                                                  |  | Second Amendment to Amended and Restated Credit Agreement
between Northland Cable Properties Seven Limited Partnership
and Bank of America (fka Seattle First National Bank) dated
March 31, 2002              
|
| |     | 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.



|* |  | Confidential treatment has been requested for portions of the exhibit.
|- |  | ----------------------------------------------------------------------





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##### 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: 8-14-02 |  | BY: |  | /s/ RICHARD I. CLARK                                          
|               |  |     |  |                                                               
|               |  |     |  | Richard I. Clark
(Executive Vice President/Treasurer)         
|              
|Dated: 8-14-02 |  | BY: |  | /s/ GARY S. JONES                                             
|               |  |     |  |                                                               
|               |  |     |  | Gary S. Jones
(President)