FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

               For the quarterly period ended September 30, 2003
   --------------------------------------------------------------------------

                                       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
                                     0-19140
                     ---------------------------------------


                            CNL Income Fund VII, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Florida                                        59-2963871
--------------------------------              -------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


450 South Orange Avenue
Orlando, Florida                                           32801
--------------------------------              -------------------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number
(including area code)                                (407) 540-2000
                                              -------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X


<PAGE>


                                    CONTENTS



                                                                        Page

Part I.

         Item 1.   Financial Statements:

                       Condensed Balance Sheets                          1

                       Condensed Statements of Income                    2

                       Condensed Statements of Partners' Capital         3

                       Condensed Statements of Cash Flows                4

                       Notes to Condensed Financial Statements           5-6

         Item 2.   Management's Discussion and Analysis of Financial
                       Condition and Results of Operations               7-9

         Item 3.   Quantitative and Qualitative Disclosures About
                       Market Risk                                       9

         Item 4.   Controls and Procedures                               9


Part II.

         Other Information                                               10-11




<PAGE>

                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                           September 30,           December 31,
                                                                               2003                    2002
                                                                         ------------------     -------------------

 <c>
                               ASSETS

   Real estate properties with operating leases, net                         $  10,941,711           $  11,109,588
   Net investment in direct financing leases                                     2,253,656               2,344,317
   Investment in joint ventures                                                  9,021,671               9,083,991
   Cash and cash equivalents                                                       979,602                 972,797
   Receivables                                                                         421                  68,597
   Accrued rental income                                                         1,025,028               1,042,794
   Other assets                                                                     89,881                  90,801
                                                                         ------------------     -------------------

                                                                             $  24,311,970           $  24,712,885
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                      $     12,038             $     4,551
   Distributions payable                                                           675,000                 675,000
   Due to related parties                                                           14,383                  13,151
   Rents paid in advance                                                            66,000                  41,145
                                                                         ------------------     -------------------
       Total liabilities                                                           767,421                 733,847

   Minority interest                                                               141,045                 138,945

   Partners' capital                                                            23,403,504              23,840,093
                                                                         ------------------     -------------------

                                                                             $  24,311,970           $  24,712,885
                                                                         ==================     ===================

</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                              Quarter Ended                 Nine Months Ended
                                                              September 30,                   September 30,
                                                           2003            2002           2003            2002
                                                       -------------    ------------  -------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                   $ 372,601       $ 374,218     $1,117,224      $ 1,119,767
    Earned income from direct financing leases               69,435          72,998        211,095          221,503
    Interest and other income                                26,555           4,275         28,057           27,420
                                                       -------------    ------------  -------------  ---------------
                                                            468,591         451,491      1,356,376        1,368,690
                                                       -------------    ------------  -------------  ---------------

Expenses:
    General operating and administrative                     53,081          54,815        182,162          188,212
    Property related                                          5,981           4,783         10,669           53,906
    State and other taxes                                     2,747              --         34,553           29,446
    Depreciation                                             55,959          55,959        167,877          167,874
                                                       -------------    ------------  -------------  ---------------
                                                            117,768         115,557        395,261          439,438
                                                       -------------    ------------  -------------  ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures               350,823         335,934        961,115          929,252

Minority Interest in Income of Consolidated
    Joint Venture                                            (8,877 )        (4,646 )      (18,229 )        (13,891 )

Equity in Earnings of Unconsolidated Joint Ventures         214,710         426,399        645,525          827,264
                                                       -------------    ------------  -------------  ---------------

Net Income                                                $ 556,656       $ 757,687     $1,588,411      $ 1,742,625
                                                       =============    ============  =============  ===============

Income Per Limited Partner Unit                           $   0.019        $  0.025      $   0.053        $   0.058
                                                       =============    ============  =============  ===============

Weighted Average Number of Limited Partner
    Units Outstanding                                    30,000,000      30,000,000     30,000,000       30,000,000
                                                       =============    ============  =============  ===============

</TABLE>
           See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                    Nine Months Ended          Year Ended
                                                      September 30,           December 31,
                                                           2003                   2002
                                                   ---------------------    ------------------

 <c>
General partners:
    Beginning balance                                     $     230,931          $    230,931
    Net income                                                       --                    --
                                                   ---------------------    ------------------
                                                                230,931               230,931
                                                   ---------------------    ------------------

Limited partners:
    Beginning balance                                        23,609,162            23,965,640
    Net income                                                1,588,411             2,343,522
    Distributions ($0.068 and $0.090 per
       limited partner unit, respectively)                   (2,025,000 )          (2,700,000 )
                                                   ---------------------    ------------------
                                                             23,172,573            23,609,162
                                                   ---------------------    ------------------

Total partners' capital                                 $    23,403,504         $  23,840,093
                                                   =====================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                   2003                2002
                                                                              ----------------    ---------------

 <c>
  Net Cash Provided by Operating Activities                                      $  2,047,935        $ 1,921,428
                                                                              ----------------    ---------------

  Cash Flows from Investing Activities:
      Investment in joint venture                                                          --           (934,800 )
      Return of capital from joint venture                                                 --            129,888
                                                                              ----------------    ---------------
         Net cash used in investing activities                                             --           (804,912 )
                                                                              ----------------    ---------------

  Cash Flows from Financing Activities:
      Distributions to limited partners                                            (2,025,000 )       (2,025,000 )
      Distributions to holder of minority interest                                    (16,130 )          (16,063 )
                                                                              ----------------    ---------------
         Net cash used in financing activities                                     (2,041,130 )       (2,041,063 )
                                                                              ----------------    ---------------

  Net Increase (Decrease) in Cash and Cash Equivalents                                  6,805           (924,547 )

  Cash and Cash Equivalents at Beginning of Period                                    972,797          1,747,363
                                                                              ----------------    ---------------

  Cash and Cash Equivalents at End of Period                                      $   979,602         $  822,816
                                                                              ================    ===============

  Supplemental Schedule of Non-Cash Financing
      Activities:

         Distributions declared and unpaid at end of
            period                                                                $   675,000         $  675,000
                                                                              ================    ===============

</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>

                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2003 and 2002


1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners, necessary for a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter and nine months ended  September 30, 2003,  may
         not be  indicative  of the results  that may be  expected  for the year
         ending December 31, 2003. Amounts as of December 31, 2002,  included in
         the  financial  statements,  have been derived  from audited  financial
         statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund VII, Ltd. (the  "Partnership")  for the year ended December
         31, 2002.

         The Partnership accounts for its 83% interest in San Antonio #849 Joint
         Venture using the consolidation  method.  Minority interest  represents
         the minority joint venture partners'  proportionate share of the equity
         in  the  Partnership's  consolidated  joint  venture.  All  significant
         intercompany accounts and transactions have been eliminated.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
         issued  FASB  Interpretation  No.  46  ("FIN  46"),  "Consolidation  of
         Variable  Interest  Entities"  to expand upon and  strengthen  existing
         accounting  guidance that  addresses  when a company should include the
         assets,  liabilities  and activities of another entity in its financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest  entity be consolidated by a company
         if that company is subject to a majority risk of loss from the variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests. The consolidation
         requirements of FIN 46 apply  immediately to variable interest entities
         created after  January 31, 2003,  and to older  entities,  in the first
         fiscal year or interim  period  ending after  December  15,  2003.  The
         general partners believe adoption of this standard may result in either
         consolidation   or   additional   disclosure    requirements   of   the
         Partnership's   unconsolidated  joint  ventures,  which  are  currently
         accounted for under the equity method.  However,  such consolidation is
         not  expected  to  significantly  impact the  Partnership's  results of
         operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
         Certain Financial  Instruments with Characteristics of both Liabilities
         and Equity"  ("FAS  150").  FAS 150  establishes  standards  for how an
         issuer  classifies  and measures  certain  financial  instruments  with
         characteristics  of both  liabilities and equity.  FAS 150 will require
         issuers to classify  certain  financial  instruments as liabilities (or
         assets  in some  circumstances)  that  previously  were  classified  as
         equity.  One  requirement  of FAS 150 is that  minority  interests  for
         majority  owned finite lived  entities be classified as a liability and
         recorded at fair market value. FAS 150 initially applied immediately to
         all financial  instruments entered into or modified after May 31, 2003,
         and  otherwise  was  effective at the  beginning  of the first  interim
         period beginning after June 15, 2003.  Effective  October 29, 2003, the
         FASB  deferred  implementation  of FAS 150 as it  applies  to  minority
         interests  of  finite  lived   Partnerships.   The  deferral  of  these
         provisions  is expected to remain in effect while these  interests  are
         addressed  in either  Phase II of the  FASB's  Liabilities  and  Equity
         project  or  Phase  II of the  FASB's  Business  Combinations  project;
         therefore,   no  specific  timing  for  the   implementation  of  these
         provisions  has  been  stated.  The  implementation  of  the  currently
         effective   aspects   of  FAS  150  did  not  have  an  impact  on  the
         Partnership's results of operations.


<PAGE>


                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2003 and 2002


2.       Reclassification

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income Fund VII,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 18, 1989, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and existing  restaurants,  as well as land upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional  fast-food,  family-style  and casual  dining
restaurant chains. The leases generally are triple-net leases,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of  September  30,  2003  and  2002,  the  Partnership  owned  18
Properties  directly  and 17  Properties  indirectly  through  joint  venture or
tenancy in common arrangements.

Capital Resources

         For the nine months ended  September 30, 2003 and 2002, the Partnership
generated  cash  from  operating   activities  of  $2,047,935  and   $1,921,428,
respectively.  At September 30, 2003, the  Partnership  had $979,602 in cash and
cash equivalents, as compared to $972,797 at December 31, 2002. At September 30,
2003, these funds were held in demand deposit accounts at commercial  banks. The
funds remaining at September 30, 2003, after payment of distributions  and other
liabilities,  will be used to invest in an  additional  Property and to meet the
Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners determine that funds are available for distribution.  Based
on current and anticipated future cash from operations, the Partnership declared
distributions  to the limited partners of $2,025,000 for each of the nine months
ended September 30, 2003 and 2002 ($675,000 for each applicable  quarter).  This
represents  distributions  of $0.068 per unit for each of the nine months  ended
September 30, 2003 and 2002 ($0.023 per unit for each  applicable  quarter).  No
distributions were made to the general partners for the quarters and nine months
ended  September  30,  2003 and 2002.  No  amounts  distributed  to the  limited
partners for the nine months ended  September  30, 2003 and 2002 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         Total liabilities,  including  distributions  payable, were $767,421 at
September  30, 2003,  as compared to $733,847 at December 31, 2002.  The general
partners  believe that the  Partnership  has sufficient cash on hand to meet its
current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.



<PAGE>


Results of Operations

         Total  rental  revenues  were  $1,328,319  during the nine months ended
September 30, 2003,  as compared to  $1,341,270  during the same period of 2002,
$442,036 and $447,216 of which were earned  during the third quarter of 2003 and
2002,  respectively.  Rental  revenues  during the quarter and nine months ended
September 30, 2003 remained constant, as compared to the quarter and nine months
ended  September  30,  2002,  since  there was no change in the leased  property
portfolio.

         During  the  nine  months  ended  September  30,  2003  and  2002,  the
Partnership also earned $28,057 and $27,420, respectively, in interest and other
income,  of which  $26,555  and $4,275  were earned  during the  quarters  ended
September 30, 2003 and 2002,  respectively.  Interest and other income increased
during the quarter  ended  September 30, 2003, as compared to the same period of
2002, because the Partnership  recorded as income amounts received from the City
of San Antonio,  Texas for a right of way taking relating to a parcel of land on
its  Property  in  San  Antonio  Texas  which  is  owned  by  the  Partnership's
consolidated  joint  venture.  Interest  income was lower during the nine months
ended September 30, 2003 as compared to the same period of 2002. The decrease in
interest income during 2003 was due to a decrease in the average cash balance as
a result  of the  reinvestment  during  2002 of  sales  proceeds  in  additional
Properties through joint venture arrangements and the collection of a promissory
note, as well as a decline in interest rates. Also, during the nine months ended
September 30, 2002, the Partnership recorded as income amounts received from the
State of Ohio  for a right of way  taking  relating  to a parcel  of land on its
Property in Toledo, Ohio.

         The Partnership also earned $645,525  attributable to net income earned
by  unconsolidated  joint  ventures  during the nine months ended  September 30,
2003,  as  compared to $827,264  during the same  period of 2002,  $214,710  and
$426,399 of which were earned during the quarters  ended  September 30, 2003 and
2002,  respectively.  Net income earned by joint  ventures was higher during the
quarter and nine months ended September 30, 2002 as compared to the same periods
of  2003  because  in  August  2002,  Mansfield  Joint  Venture,  in  which  the
Partnership  owns a 79%  interest,  sold the Property in Mansfield,  Texas.  The
Partnership  recorded its pro-rata  share of the gain resulting from the sale of
this Property as equity in earnings. The net sales proceeds were reinvested in a
Property in Arlington,  Texas. In addition,  net income earned by joint ventures
was higher during the nine months ended  September 30, 2002 due to the fact that
in June  2002,  CNL  Restaurant  Investments  II Joint  Venture,  in  which  the
Partnership  owns an 18% interest,  sold its  Properties  in Columbus,  Ohio and
Pontiac,  Michigan to the tenant. The Partnership recorded its pro-rata share of
the gains  resulting  from the sales of these  Properties as equity in earnings.
The decrease in net income earned by  unconsolidated  joint ventures  during the
nine months ended September 30, 2003 was partially offset by earnings related to
Arlington  Joint  Venture  which the  Partnership  acquired  in June  2002.  The
decrease in net income  earned by joint  ventures  during the nine months  ended
September 30, 2003 was also partially  offset by the fact that the tenant of the
Property  owned by Duluth Joint  Venture,  in which the  Partnership  owns a 56%
interest,  resumed making rental payments to the joint venture during the second
quarter of 2002. The tenant of the Property had previously experienced financial
difficulties and had ceased making rental payments to the joint venture.  Duluth
Joint Venture had stopped  recording  rental  revenues  during the quarter ended
March 31, 2002.

         Operating  expenses,  including  depreciation  expense,  were  $395,261
during the nine months ended  September 30, 2003, as compared to $439,438 during
the same period of 2002, $117,768 and $115,557 of which were incurred during the
quarters ended  September 30, 2003 and 2002,  respectively.  Operating  expenses
were  higher  during the nine  months  ended  September  30,  2002,  because the
Partnership elected to reimburse the tenant of the Properties in Odessa, El Paso
and Harlingen, Texas for certain renovation costs.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued  FASB  Interpretation  No.  46 ("FIN  46"),  "Consolidation  of  Variable
Interest Entities" to expand upon and strengthen  existing  accounting  guidance
that  addresses  when a company  should  include  the  assets,  liabilities  and
activities of another entity in its financial  statements.  To improve financial
reporting by companies  involved with variable  interest entities (more commonly
referred to as special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable  interest  entity be  consolidated by a company if that
company  is  subject  to a  majority  risk of loss  from the  variable  interest
entity's  activities or entitled to receive a majority of the entity's  residual
returns or both. Prior to FIN 46, a company generally included another entity in
its consolidated  financial  statements only if it controlled the entity through
voting interests. The consolidation  requirements of FIN 46 apply immediately to
variable  interest  entities  created  after  January  31,  2003,  and to  older
entities,  in the first fiscal year or interim  period ending after December 15,
2003.  The general  partners  believe  adoption of this  standard  may result in
either consolidation or additional disclosure  requirements of the Partnership's
unconsolidated  joint  ventures,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.

         In May 2003,  the FASB issued FASB Statement No. 150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity" ("FAS 150"). FAS 150 establishes  standards for how an issuer classifies
and  measures  certain  financial   instruments  with  characteristics  of  both
liabilities  and  equity.  FAS 150 will  require  issuers  to  classify  certain
financial  instruments as  liabilities  (or assets in some  circumstances)  that
previously  were  classified  as  equity.  One  requirement  of FAS  150 is that
minority  interests for majority  owned finite lived entities be classified as a
liability  and  recorded  at  fair  market  value.  FAS  150  initially  applied
immediately to all financial  instruments entered into or modified after May 31,
2003,  and otherwise was effective at the beginning of the first interim  period
beginning  after June 15, 2003.  Effective  October 29, 2003,  the FASB deferred
implementation  of FAS 150 as it applies to minority  interests  of finite lived
Partnerships.  The deferral of these  provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and  Equity  project or Phase II of the FASB's  Business  Combinations  project;
therefore,  no specific timing for the  implementation  of these  provisions has
been stated.  The  implementation of the currently  effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.




<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings.   Inapplicable.
          ------------------

Item 2.   Changes in Securities.   Inapplicable.
          ----------------------

Item 3.   Default upon Senior Securities.   Inapplicable.
          -------------------------------

Item 4.   Submission of Matters to a Vote of Security Holders.   Inapplicable.
          ----------------------------------------------------

Item 5.   Other Information.   Inapplicable.
          ------------------

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits

                 3.1     Affidavit and Certificate of Limited Partnership of CNL
                         Income  Fund VII,  Ltd.  (Included  as  Exhibit  4.1 to
                         Registration  Statement  No.  33-31482 on Form S-11 and
                         incorporated herein by reference.)

                 4.1     Affidavit and Certificate of Limited Partnership of CNL
                         Income  Fund VII,  Ltd.  (Included  as  Exhibit  4.1 to
                         Registration  Statement  No.  33-31482 on Form S-11 and
                         incorporated herein by reference.)

                 4.2     Amended and Restated  Agreement of Limited  Partnership
                         of CNL Income Fund VII,  Ltd.  (Included as Exhibit 4.2
                         to Form 10-K filed  with the  Securities  and  Exchange
                         Commission on April 1, 1996, and incorporated herein by
                         reference.)

                 10.1    Management  Agreement between CNL Income Fund VII, Ltd.
                         and CNL Investment Company (Included as Exhibit 10.1 to
                         Form  10-K  filed  with  the  Securities  and  Exchange
                         Commission on April 1, 1996, and incorporated herein by
                         reference.)

                 10.2    Assignment of Management  Agreement from CNL Investment
                         Company to CNL Income Fund Advisors,  Inc. (Included as
                         Exhibit 10.2 to Form 10-K filed with the Securities and
                         Exchange Commission on March 30, 1995, and incorporated
                         herein by reference.)

                 10.3    Assignment of Management Agreement from CNL Income Fund
                         Advisors,  Inc. to CNL Fund Advisors, Inc. (Included as
                         Exhibit 10.3 to Form 10-K filed with the Securities and
                         Exchange  Commission on April 1, 1996, and incorporated
                         herein by reference.)

                 10.4    Assignment  of  Management   Agreement  from  CNL  Fund
                         Advisors,  Inc. to CNL APF Partners,  LP.  (Included as
                         Exhibit 10.4 to Form 10-Q filed with the Securities and
                         Exchange   Commission   on   August   10,   2001,   and
                         incorporated herein by reference.)

                 10.5    Assignment  of  Management   Agreement   from  CNL  APF
                         Partners,  LP to CNL Restaurants  XVIII, Inc. (Included
                         as Exhibit 10.5 to Form 10-Q filed with the  Securities
                         and  Exchange   Commission  on  August  13,  2002,  and
                         incorporated herein by reference.)

                 31.1    Certification  of Chief Executive  Officer of Corporate
                         General  Partner  Pursuant  to Rule  13a-14 as  Adopted
                         Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                         2002. (Filed herewith.)

                 31.2    Certification  of Chief Financial  Officer of Corporate
                         General  Partner  Pursuant  to Rule  13a-14 as  Adopted
                         Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                         2002. (Filed herewith.)

                 32.1    Certification  of Chief Executive  Officer of Corporate
                         General Partner  Pursuant to 18 U.S.C.  Section 1350 as
                         Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002. (Filed herewith.)

                 32.2    Certification  of Chief Financial  Officer of Corporate
                         General Partner  Pursuant to 18 U.S.C.  Section 1350 as
                         Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002. (Filed herewith.)

          (b)  Reports on Form 8-K

               No  reports  on Form 8-K were  filed  during  the  quarter  ended
               September 30, 2003.




<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 12th day of November, 2003


                                          CNL INCOME FUND VII, LTD.

                                          By: CNL REALTY CORPORATION
                                              General Partner


                                              By:/s/ James M. Seneff, Jr.
                                                 ---------------------------
                                                 JAMES M. SENEFF, JR.
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


                                              By:/s/ Robert A. Bourne
                                                 ---------------------------
                                                 ROBERT A. BOURNE
                                                 President and Treasurer
                                                 (Principal Financial and
                                                 Accounting Officer)




<PAGE>


                                  EXHIBIT INDEX


Exhibit Number

        (c) Exhibits

              3.1    Affidavit and  Certificate  of Limited  Partnership  of CNL
                     Income  Fund  VII,   Ltd.   (Included  as  Exhibit  4.1  to
                     Registration  Statement  No.  33-31482  on  Form  S-11  and
                     incorporated herein by reference.)

              4.1    Affidavit and  Certificate  of Limited  Partnership  of CNL
                     Income  Fund  VII,   Ltd.   (Included  as  Exhibit  4.1  to
                     Registration  Statement  No.  33-31482  on  Form  S-11  and
                     incorporated herein by reference.)

              4.2    Amended and Restated  Agreement of Limited  Partnership  of
                     CNL Income Fund VII, Ltd.  (Included as Exhibit 4.2 to Form
                     10-K filed with the Securities  and Exchange  Commission on
                     April 1, 1996, and incorporated herein by reference.)

              10.1   Management  Agreement between CNL Income Fund VII, Ltd. and
                     CNL  Investment  Company  (Included as Exhibit 10.1 to Form
                     10-K filed with the Securities  and Exchange  Commission on
                     April 1, 1996, and incorporated herein by reference.)

              10.2   Assignment  of  Management  Agreement  from CNL  Investment
                     Company to CNL Income  Fund  Advisors,  Inc.  (Included  as
                     Exhibit  10.2 to Form 10-K  filed with the  Securities  and
                     Exchange  Commission  on March 30, 1995,  and  incorporated
                     herein by reference.)

              10.3   Assignment  of  Management  Agreement  from CNL Income Fund
                     Advisors,  Inc. to CNL Fund  Advisors,  Inc.  (Included  as
                     Exhibit  10.3 to Form 10-K  filed with the  Securities  and
                     Exchange  Commission  on April 1,  1996,  and  incorporated
                     herein by reference.)

              10.4   Assignment of Management  Agreement from CNL Fund Advisors,
                     Inc. to CNL APF Partners,  LP. (Included as Exhibit 10.4 to
                     Form 10-Q filed with the Securities and Exchange Commission
                     on August 10, 2001, and incorporated herein by reference.)

              10.5   Assignment of Management  Agreement  from CNL APF Partners,
                     LP to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5
                     to  Form  10-Q  filed  with  the  Securities  and  Exchange
                     Commission on August 13, 2002, and  incorporated  herein by
                     reference.)

              31.1   Certification  of  Chief  Executive  Officer  of  Corporate
                     General Partner Pursuant to Rule 13a-14 as Adopted Pursuant
                     to Section 302 of the  Sarbanes-Oxley  Act of 2002.  (Filed
                     herewith.)

              31.2   Certification  of  Chief  Financial  Officer  of  Corporate
                     General Partner Pursuant to Rule 13a-14 as Adopted Pursuant
                     to Section 302 of the  Sarbanes-Oxley  Act of 2002.  (Filed
                     herewith.)

              32.1   Certification  of  Chief  Executive  Officer  of  Corporate
                     General  Partner  Pursuant  to 18  U.S.C.  Section  1350 as
                     Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                     of 2002. (Filed herewith.)

              32.2   Certification  of  Chief  Financial  Officer  of  Corporate
                     General  Partner  Pursuant  to 18  U.S.C.  Section  1350 as
                     Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                     of 2002. (Filed herewith.)


<PAGE>



                                  EXHIBIT 31.1



<PAGE>
                                  EXHIBIT 31.2
<PAGE>

                                  EXHIBIT 32.1

<PAGE>


                                  EXHIBIT 32.2