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, 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
                                     0-19140
                     ---------------------------------------


                            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 _________

<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             5-7

         Item 2.  Management's Discussion and Analysis of Financia
                      Condition and Results of Operations                 8-11

         Item 3.  Quantitative and Qualitative Disclosures About
                      Market Risk                                         11

         Item 4.  Controls and Procedures                                 11

Part II.

         Other Information                                                12-13

<page>
                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                           September 30,           December 31,
                                                                               2002                    2001
                                                                         ------------------     -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                               $  11,165,545           $  11,333,419
   Net investment in direct financing leases                                     2,372,710               2,452,964
   Investment in joint ventures                                                  9,161,609               8,212,208
   Mortgage and other notes receivable                                             104,646                 104,717
   Cash and cash equivalents                                                       822,816               1,747,363
   Receivables                                                                          --                  74,097
   Due from related parties                                                             --                  12,968
   Accrued rental income                                                         1,048,460               1,058,589
   Other assets                                                                     82,009                  76,895
                                                                         ------------------     -------------------

                                                                             $  24,757,795           $  25,073,220
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                            $     6,737            $     12,306
   Distributions payable                                                           675,000                 675,000
   Due to related parties                                                           22,244                  21,837
   Rents paid in advance and deposits                                                   --                  25,716
                                                                         ------------------     -------------------
       Total liabilities                                                           703,981                 734,859

   Minority interest                                                               139,618                 141,790

   Partners' capital                                                            23,914,196              24,196,571
                                                                         ------------------     -------------------

                                                                             $  24,757,795           $  25,073,220
                                                                         ==================     ===================
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

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

<TABLE>

                                                                       Quarter Ended                  Nine Months Ended
                                                                       September 30,                    September 30,
                                                                   2002              2001           2002             2001
                                                               -------------     -------------  --------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                           $ 409,378         $ 389,158     $ 1,119,767      $ 1,182,171
    Earned income from direct financing leases                       72,998            76,147         221,503          230,614
    Interest and other income                                         4,275             5,845          27,420           94,611
                                                               -------------     -------------  --------------  ---------------
                                                                    486,651           471,150       1,368,690        1,507,396
                                                               -------------     -------------  --------------  ---------------

Expenses:
    General operating and administrative                             54,815            41,297         188,212          226,187
    Property expenses                                                39,943            10,454          53,906           42,950
    State and other taxes                                                --                --          29,446           31,888
    Depreciation                                                     55,959            61,401         167,874          187,494
    Provision for write-down of assets                                   --                --              --          279,862
                                                               -------------     -------------  --------------  ---------------
                                                                    150,717           113,152         439,438          768,381
                                                               -------------     -------------  --------------  ---------------

Income Before Gain on Sale of Assets, Minority
    Interest in Income of Consolidated Joint Venture
    and Equity in Earnings of Unconsolidated Joint
    Ventures                                                        335,934           357,998         929,252          739,015

Gain on Sale of Assets                                                   --                --              --          122,996

Minority Interest in Income of Consolidated
    Joint Venture                                                    (4,646 )          (4,652 )       (13,891 )        (13,823 )

Equity in Earnings of Unconsolidated Joint Ventures                 426,399           185,282         827,264          524,159
                                                               -------------     -------------  --------------  ---------------

Net Income                                                        $ 757,687         $ 538,628     $ 1,742,625      $ 1,372,347
                                                               =============     =============  ==============  ===============

Net Income Per Limited Partner Unit                               $   0.025         $   0.018       $   0.058        $   0.046
                                                               =============     =============  ==============  ===============

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,
                                                                              2002                   2001
                                                                      ---------------------    ------------------

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

Limited partners:
    Beginning balance                                                           23,965,640            24,450,070
    Net income                                                                   1,742,625             2,215,570
    Distributions ($0.068 and $0.090 per
       limited partner unit, respectively)                                      (2,025,000 )          (2,700,000 )
                                                                      ---------------------    ------------------
                                                                                23,683,265            23,965,640
                                                                      ---------------------    ------------------

Total partners' capital                                                    $    23,914,196         $  24,196,571
                                                                      =====================    ==================
</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,
                                                                                   2002               2001
                                                                               --------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $ 1,921,428        $ 1,879,357
                                                                               --------------    ---------------

    Cash Flows from Investing Activities:
       Increase in restricted cash                                                        --          1,503,682
       Collections on mortgage note receivable                                            --          1,101,865
       Additions to land and buildings on operating leases                                --         (1,495,699 )
       Investment in joint venture                                                  (934,800 )       (1,296,995 )
       Return of capital from joint venture                                          129,888                 --
                                                                               --------------    ---------------
          Net cash used in investing activities                                     (804,912 )         (187,147 )
                                                                               --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                          (2,025,000 )       (2,025,000 )
       Distributions to holder of minority interest                                  (16,063 )          (15,525 )
                                                                               --------------    ---------------
          Net cash used in financing activities                                   (2,041,063 )       (2,040,525 )
                                                                               --------------    ---------------

Net Decrease in Cash and Cash Equivalents                                           (924,547 )         (348,315 )

Cash and Cash Equivalents at Beginning of Period                                   1,747,363          1,454,025
                                                                               --------------    ---------------

Cash and Cash Equivalents at End of Period                                        $  822,816        $ 1,105,710
                                                                               ==============    ===============

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, 2002 and 2001


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 management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the  quarter and nine  months  ended  September  30,  2002,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2002.  Amounts as of December  31, 2001,  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, 2001.

         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.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Investment in Joint Ventures:

         In June 2002, CNL Restaurant Investments II Joint Venture, in which the
         Partnership owns an 18% interest,  sold its property in Columbus,  Ohio
         to the  tenant  for a  sales  price  of  approximately  $1,219,600  and
         received net sales proceeds of approximately  $1,215,700 resulting in a
         gain of $448,300. In addition, in June 2002, CNL Restaurant Investments
         II Joint  Venture sold its property in Pontiac,  Michigan to the tenant
         for a sales  price of  $725,000  and  received  net sales  proceeds  of
         approximately   $722,600,   resulting  in  a  loss  of  $189,800.   The
         Partnership received $129,888 as a return of capital from the net sales
         proceeds,   and  used  approximately   $63,900  to  pay  an  additional
         contribution to CNL Mansfield Joint Venture. The joint venture used the
         proceeds  from the sale of the property in Columbus,  Ohio to acquire a
         property in Dallas,  Texas at an approximate  cost of  $1,147,400.  The
         joint venture  acquired this property from CNL Funding  2001-A,  LP, an
         affiliate of the general  partners (see Note 4). The financial  results
         for these  properties are reflected as  Discontinued  Operations in the
         condensed financial information presented below.
<page>
                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


3.       Investment in Joint Ventures - Continued:

         In addition,  in June 2002, the  Partnership  used a portion of the net
         sales  proceeds from the 2001 sale of its  properties  in  Saddlebrook,
         Gainesville  and Daytona  Beach,  Florida to enter into a joint venture
         arrangement,  Arlington Joint Venture,  with CNL Income Fund XVI, Ltd.,
         an affiliate of the general partners,  to hold one restaurant property.
         The joint venture  acquired this property from CNL Funding 2001-A,  LP,
         an affiliate of the general  partners (see Note 4). As of September 30,
         2002, the Partnership had contributed  approximately $792,900 for a 79%
         interest in the profits and losses of the joint venture.

         In May 2002, CNL Mansfield Joint Venture, in which the Partnership owns
         a 79% interest,  entered into  negotiations with the tenant to sell the
         property  in  Mansfield,   Texas.  As  a  result,   the  joint  venture
         reclassified  the  assets  relating  to this  property  from  land  and
         building on operating  leases and accrued  rental income to real estate
         held for sale.  The  property was recorded at the lower of its carrying
         amount or fair value less cost to sell. In addition,  the joint venture
         stopped   recording   depreciation   and  accrued  rental  income  upon
         identifying  the property as held for sale.  In August 2002,  the joint
         venture sold the property to the tenant for a sales price of $1,045,000
         and received net sales proceeds of approximately $1,011,500,  resulting
         in a gain  of  approximately  $269,800.  The  joint  venture  used  the
         proceeds  from the sale of the  property  in  Mansfield,  Texas  and an
         additional  contribution  of  approximately  $63,900  received from the
         Partnership,  as described  above,  to acquire a property in Arlington,
         Texas from CNL Net Lease  Investors,  L.P., at an  approximate  cost of
         $1,089,900.  CNL Net  Lease  Investors,  L.P.  is an  affiliate  of the
         general partners (see Note 4). The financial  results for this property
         are reflected as  Discontinued  Operations  in the condensed  financial
         information presented below.

         As of September 30, 2002, CNL  Restaurant  Investments II Joint Venture
         owns and leases five  properties to operators of national  fast-food or
         family-style restaurants. Des Moines Joint Venture, CNL Mansfield Joint
         Venture, Duluth Joint Venture, Pittsburgh Joint Venture, CNL VII & XVII
         Lincoln Joint Venture, CNL VII, XV Columbus Joint Venture and Arlington
         Joint  Venture each own and lease one property to operators of national
         fast-food or family-style restaurants. In addition, the Partnership and
         affiliates,  in four separate tenancy in common arrangements,  each own
         and  lease  one  property  to  national   fast-food   or   family-style
         restaurants.

         The following presents the combined,  condensed  financial  information
         for  all  of  the  Partnership's  investments  in  joint  ventures  and
         properties held as tenants-in-common with affiliates at:
<TABLE>
<CAPTION>

                                                                           September 30,           December 31,
                                                                                2002                  2001
                                                                          ------------------     ----------------

 <c>
           Land and buildings on operating leases, net                       $  19,380,097         $  16,405,484
           Net investment in direct financing lease                              1,749,558             1,765,740
           Real estate held for sale                                                    --             2,443,638
           Cash                                                                    137,058                62,669
           Receivables                                                               1,816               146,025
           Accrued rental income                                                   404,718               355,752
           Other assets                                                                124                 1,471
           Liabilities                                                             133,283               256,902
           Partners' capital                                                    21,540,088            20,923,877
</TABLE>
<page>

                            CNL INCOME FUND VII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


3.       Investment in Joint Ventures - Continued:

<TABLE>
<CAPTION>
                                                             Quarter Ended                Nine Months Ended
                                                             September 30,                  September 30,
                                                         2002             2001          2002            2001
         `                                            -------------  ------------   -------------    -------------

 <c>
         Revenues                                       $ 668,519        $ 434,680    $1,689,271      $1,395,140
         Expenses                                        (106,187 )        (71,183 )    (334,605 )      (247,341 )
         Provision for write-down of assets               (65,755 )             --       (65,755 )            --
                                                     -------------    -------------  ------------   -------------
             Income from continuing operations            496,577          363,497     1,288,911       1,147,799
                                                     -------------    -------------  ------------   -------------
         Discontinued operations:
             Revenues                                      22,889           78,379       166,000         234,498
             Expenses                                          --          (18,225 )     (25,973 )       (54,482 )
             Gain on disposal of assets                   269,791               --       528,296              --
                                                     -------------    -------------  ------------   -------------
                                                          292,680           60,154       668,323         180,016
                                                     -------------    -------------  ------------   -------------

         Net Income                                     $ 789,257        $ 423,651    $1,957,234      $1,327,815
                                                     =============    =============  ============   =============
</TABLE>

         The Partnership recognized income totaling $827,264 and $524,159 during
         the nine months ended September 30, 2002 and 2001,  respectively,  from
         these joint ventures and the properties held as tenants-in-common  with
         affiliates,  of which  $426,399  and  $185,282  was  earned  during the
         quarters ended September 30, 2002 and 2001, respectively.

4.       Related Party Transactions:

         In June 2002, the Partnership  and CNL Income Fund XVI, Ltd.  through a
         joint  venture  arrangement,   Arlington  Joint  Venture,   acquired  a
         property,  in  Arlington,  Texas,  from CNL Funding  2001-A,  LP, for a
         purchase price of  approximately  $1,003,600 (see Note 3). In addition,
         in June 2002,  CNL Restaurant  Investments II Joint Venture  acquired a
         property in Dallas,  Texas from CNL Funding  2001-A,  LP for a purchase
         price of approximately  $1,147,400 (see Note 3). CNL Funding 2001-A, LP
         is an affiliate of the general  partners.  CNL Funding  2001-A,  LP had
         purchased  and  temporarily  held title to the  properties  in order to
         facilitate the acquisition of the properties by the joint ventures. The
         purchase  price  paid  by the  joint  ventures  represented  the  costs
         incurred by CNL Funding 2001-A, LP to acquire and carry the properties.

         In September 2002, CNL Mansfield  Joint Venture  acquired a property in
         Arlington,  Texas from CNL Net Lease  Investors,  L.P.  ("NLI"),  at an
         approximate  cost of  $1,089,900.  During 2002,  and prior to the joint
         venture's  acquisition of this property,  CNL Financial LP Holding,  LP
         ("CFN") and CNL Net Lease Investors GP Corp. ("GP Corp")  purchased the
         limited   partner's   interest   and   general   partner's    interest,
         respectively,  of NLI. Prior to this  transaction,  an affiliate of the
         Partnership's  general partners owned a 0.1% interest in NLI and served
         as a general  partner of NLI.  The  original  general  partners  of NLI
         waived their rights to benefit from this  transaction.  The acquisition
         price paid by CFN for the limited  partner's  interest was based on the
         portfolio acquisition price. The joint venture acquired the property in
         Arlington,  Texas  at  CFN's  cost  and  did  not  pay  any  additional
         compensation  to CFN for the  acquisition  of the  property.  Each  CNL
         entity is an affiliate of the Partnership's general partners.


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 and family-style 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, 2001, the  Partnership  owned 22 Properties  directly and owned 16
Properties  indirectly through joint venture or tenancy in common  arrangements.
As of September 30, 2002, the Partnership owned 18 Properties directly and owned
17   Properties   indirectly   through   joint  venture  or  tenancy  in  common
arrangements.

Capital Resources

         Cash from  operating  activities  (which  includes  cash  received from
tenants,  distributions  from joint  ventures,  and  interest  and other  income
received,  less cash paid for expenses) was  $1,921,428  and  $1,879,357 for the
nine months ended  September  30, 2002 and 2001,  respectively.  The increase in
cash from operating  activities for the nine months ended September 30, 2002, as
compared to the nine months ended  September 30, 2001, was primarily a result of
changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 2002.

         In  August  2001,  the   Partnership   entered  into  a  joint  venture
arrangement,  CNL VII, XV Columbus Joint Venture, with CNL Income Fund XV, Ltd.,
a Florida  limited  partnership  and an  affiliate of the general  partners,  to
construct  and hold one  restaurant  Property.  During  the  nine  months  ended
September 30, 2002, the  Partnership  contributed  approximately  $76,700 to the
joint venture to pay for construction costs.  Construction of the restaurant was
completed in February 2002 and, as of September 30, 2002 the Partnership owned a
68.75% interest in the profits and losses of the joint venture.

         During the nine months ended September 30, 2002, the  Partnership  used
the proceeds from the sale of several of its  Properties in 2001 to enter into a
joint venture  arrangement,  Arlington Joint Venture,  with CNL Income Fund XVI,
Ltd., a Florida limited  partnership  and an affiliate of the general  partners.
The joint venture acquired a Property in Arlington, Texas at an approximate cost
of $1,003,600.  In addition, in June 2002, CNL Restaurants  Investments II Joint
Venture,  in which the  Partnership  owns an 18% interest,  sold its Property in
Columbus,  Ohio to the tenant for a sales price of approximately  $1,219,600 and
received net sales proceeds of approximately  $1,215,700  resulting in a gain of
$448,300.  The joint  venture  used the  proceeds  from  this sale to  acquire a
Property  in  Dallas,  Texas at an  approximate  cost of  $1,147,400.  The joint
ventures  acquired  these  Properties  from CNL Funding  2001-A,  LP, a Delaware
limited partnership and an affiliate of the general partners. The purchase price
paid by the joint ventures represented the costs incurred by CNL Funding 2001-A,
LP to  acquire  the  Properties.  The  transaction  relating  to the sale of the
Property in Columbus,  Ohio and the  reinvestment  of the net sales proceeds was
structured to qualify as a like-kind exchange transaction for federal income tax
purposes.  However,  the Partnership  anticipates that its distributions will be
sufficient to enable the limited partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the general  partners),  resulting from
the sale.

         In June 2002, CNL Restaurant Investments II Joint Venture also sold its
Property  in Pontiac,  Michigan to the tenant for a sales price of $725,000  and
received net sales proceeds of  approximately  $722,600.  The sale resulted in a
loss to the joint venture of  approximately  $189,800.  As of September 30, 2002
the Partnership  received  $129,888,  representing its pro rata share of the net
sales proceeds as a return of capital.

         In August  2002,  CNL  Mansfield  Joint  Venture  sold its  property in
Mansfield,  Texas to the tenant for a sales price of $1,045,000 and received net
sales proceeds of approximately  $1,011,500 resulting in a gain of approximately
$296,800.  In September 2002, CNL Mansfield Joint Venture used the proceeds from
the sale of the Property and an additional contribution of approximately $63,900
received from the Partnership to acquire a Property in Arlington, Texas from CNL
Net Lease Investors,  L.P.  ("NLI"),  a California  Limited  Partnership,  at an
approximate cost of $1,089,900. The sale of the Property and the reinvestment of
the net sales  proceeds  was  structured  to  qualify  as a  like-kind  exchange
transaction   for  federal  income  tax  purposes.   However,   the  Partnership
anticipates  that its  distributions  will be  sufficient  to enable the limited
partners to pay federal and state income taxes,  if any, (at a level  reasonably
assumed by the general  partners),  resulting  from the sale.  During 2002,  and
prior to the joint  venture's  acquisition  of this  Property,  CNL Financial LP
Holding, LP ("CFN"), a Delaware limited partnership, and CNL Net Lease Investors
GP Corp. ("GP Corp"), a Delaware  corporation,  purchased the limited  partner's
interest and general  partner's  interest,  respectively,  of NLI. Prior to this
transaction,  an affiliate of the  Partnership's  general  partners owned a 0.1%
interest in NLI and served as a general  partner of NLI.  The  original  general
partners  of NLI waived  their  rights to  benefit  from this  transaction.  The
acquisition  price paid by CFN for the limited  partner's  interest was based on
the portfolio  acquisition  price.  The joint  venture  acquired the Property in
Arlington,  Texas at CFN's cost and did not pay any additional  compensation  to
CFN for the acquisition of the Property.  Each CNL entity is an affiliate of the
Partnership's general partners.

         Currently,  rental income from the  Partnership's  Properties,  any net
sales  proceeds  held by the  Partnership  and any  amounts  collected  from the
promissory  note are  invested in money  market  accounts  or other  short-term,
highly liquid  investments such as demand deposit accounts at commercial  banks,
money  market  accounts  and  certificates  of  deposit  with less than a 90-day
maturity date, pending the Partnership's use of such funds to acquire additional
Properties,  pay Partnership  expenses or to make distributions to the partners.
At September 30, 2002, the Partnership had $822,816  invested in such short-term
investments,  as compared to  $1,747,363  at December 31, 2001.  The decrease in
cash and cash  equivalents  at September  30, 2002 was primarily a result of the
Partnership  investing  the proceeds from  Properties  sold in 2001 in Arlington
Joint Venture,  contributing  amounts to pay  construction  costs related to CNL
VII, XV Columbus  Joint  Venture and  contributing  amounts  toward the Property
acquired by CNL Mansfield  Joint Venture.  The funds  remaining at September 30,
2002, after payment of distributions and other liabilities, will be used 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  generate  net 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.

         Total liabilities of the Partnership,  including distributions payable,
were  $703,981 at September  30,  2002,  as compared to $734,859 at December 31,
2001.  The  decrease  in  liabilities  was  primarily  a result of a decrease in
accounts  payable and rents paid in advance and deposits at September  30, 2002,
as  compared  to December  31,  2001.  The  general  partners  believe  that the
Partnership  has  sufficient  cash on hand to meet its current  working  capital
needs.

         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 such 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, 2002 and 2001  ($675,000  for each  applicable
quarter).  This represents  distributions for each of the applicable nine months
of  $0.068  per  unit  ($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,  2002 and 2001.  No  amounts  distributed  to the  limited
partners for the nine months ended  September  30, 2002 and 2001 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.

Long-Term Liquidity

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

Results of Operations

         Total rental revenues for the Partnership  and its  consolidated  joint
venture,  San Antonio #849 Joint  Venture,  were  $1,336,419 for the nine months
ended September 30, 2002, as compared to $1,408,994 in the comparable  period of
2001, of which  $444,819 and $463,846  were earned during the second  quarter of
2002 and 2001, respectively. The decrease in rental revenues for the quarter and
nine months ended  September  30, 2002, as compared to the same periods of 2001,
was primarily due to the sales of several of the Partnership's Properties during
2001. The decrease in rental  revenues  during the quarter and nine months ended
September  30, 2002 was partially  offset by the fact that in January 2001,  the
Partnership  reinvested  a portion of these net sales  proceeds in a Property in
Baton Rouge,  Louisiana.  The increase in rental revenues in the current quarter
is the result of a reclassification of a rental allowance granted to a tenant in
the previous quarter for Property renovations, as described below.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership also earned $27,420 and $94,611, respectively, in interest and other
income of which  $4,275  and  $5,845  were  earned  during  the  quarters  ended
September  30, 2002 and 2001,  respectively.  The decrease in interest and other
income during the quarter and nine months ended September 30, 2002 was primarily
due to a decrease in the average cash balance as a result of the reinvestment of
sales  proceeds in additional  Properties  through  joint  venture  arrangements
during 2002 as well as a decline in interest rates.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership  earned  $827,264 and $524,159,  respectively,  attributable  to net
income earned by unconsolidated  joint ventures,  $426,399 and $185,282 of which
was earned during the quarters ended September 30, 2002 and 2001,  respectively.
The increase in net income earned by joint ventures  during the quarter and nine
months ended  September 30, 2002,  as compared to the same periods of 2001,  was
primarily 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.  The
increase was also  attributable to earnings  received from the new joint venture
arrangements  with  affiliates of the general  partners,  CNL VII & XVII Lincoln
Joint  Venture  and CNL VII,  XV Columbus  Joint  Venture  acquired in April and
August 2001,  respectively,  and Arlington Joint Venture  acquired in June 2002.
The increase in net income earned by joint ventures  during the quarter and nine
months ended September 30, 2002 was partially offset by the fact that the tenant
of the Property owned by Duluth Joint Venture,  in which the Partnership  owns a
56%  interest,  experienced  financial  difficulties  and ceased  making  rental
payments  to the  joint  venture.  As a result,  Duluth  Joint  Venture  stopped
recording  rental revenues  during the quarter ended March 31, 2002.  During the
second  quarter of 2002,  the tenant began making  rental  payments to the joint
venture and the joint venture  recognized these amounts as rental  revenues.  In
addition, during the quarter and nine months ended September 30, 2002, the joint
venture recorded a provision for write-down of assets of  approximately  $65,800
consisting of the  accumulated  accrued  rental income  balance  relating to the
Property.

         Operating expenses,  including  depreciation  expense and provision for
write-down  of assets,  were  $439,438  and  $768,381  for the nine months ended
September 30, 2002 and 2001,  respectively,  of which  $150,717 and $113,152 was
incurred  during the quarters ended  September 30, 2002 and 2001,  respectively.
Operating expenses were higher during the nine months ended 2001, as compared to
the same  period  of 2002,  due to the fact  that  the  Partnership  recorded  a
provision for write-down of assets of $279,862 for the Property in  Saddlebrook,
Florida in June 2001.  The tenant ceased  restaurant  operations and vacated the
Property. The provision represented the difference between the carrying value of
the Property and its fair value at June 30, 2001. In addition,  the  Partnership
incurred  expenses such as repairs and  maintenance and real estate taxes during
2001 in connection  with this Property.  The  Partnership  sold this Property in
December 2001.

         The decrease in operating  expenses  during the quarter and nine months
ended September 30, 2002, as compared to the same periods of 2001, was partially
offset by the fact that during the nine months ended  September  30,  2002,  the
Partnership  elected  to  reimburse  the  tenant of the  Properties  in El Paso,
Harlingen, and Odessa, Texas for certain renovation costs.

         The  decrease  in  operating  expenses  during  the nine  months  ended
September 30, 2002, as compared to the same period of 2001, was partially due to
a decrease in the costs incurred for  administrative  expenses for servicing the
Partnership  and  its  Properties  and  due to the  Partnership  incurring  less
depreciation  expense during 2002 as a result of the sale of several  Properties
in 2001.

         In  connection  with  the  sale  of its  Property  in  Florence,  South
Carolina,  in August 1995, the Partnership  recognized a gain of $122,996 during
the nine months ended September 30, 2001. The  Partnership  recorded the sale of
the Property using the installment  sales method.  As such, the gain on the sale
was deferred,  and was recognized as income proportionally as payments under the
mortgage note were  collected.  The gain  recognized  during 2001 was due to the
fact that during the nine months  ended  September  30,  2001,  the  Partnership
collected  the  outstanding  balance of the mortgage note  collaterized  by this
Property.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         During  the nine  months  ended  September  30,  2002,  CNL  Restaurant
Investments II Joint Venture and CNL Mansfield Joint Venture identified and sold
three  Properties  that each met the criteria of this  standard.  The  financial
results of these  Properties  are  reflected as  Discontinued  Operations in the
condensed joint venture financial  information presented in the footnotes to the
accompanying  financial  statements.  The  tenants  exercised  their  option  to
purchase  the  Properties  under the terms of their  respective  leases  and the
proceeds  from  the  sales  were  reinvested  in  additional   income  producing
Properties.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material  changes in the  Partnership's  market risk  occurred  from
December  31,  2001  through  September  30,  2002.  Information  regarding  the
Partnership's  market risk at December 31, 2001 is included in its Annual Report
on Form 10-K for the year ended December 31, 2001.


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  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


                           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.)

                   99.1    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.)

                   99.2    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, 2002.
<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 11th day of November, 2002


                                            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>

                    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


        I,  James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund VII, Ltd. (the
"registrant"), certify that:

        1. I have reviewed this quarterly report on Form 10-Q of the registrant;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
           untrue  statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the  circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
           information included in this quarterly report,  fairly present in all
           material respects the financial condition,  results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined in Exchange Act Rules  13a-14 and 15d-14) for the  registrant
           and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5. The registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation,  to the registrant's  auditors and the
           audit  committee  of  registrant's  board of  directors  (or  persons
           performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

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

Date:  November 11, 2002


/s/ James M. Seneff, Jr.
------------------------------
James M. Seneff, Jr.
Chief Executive Officer
<page>
                    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

        I, Robert A. Bourne,  President and Treasurer of CNL Realty Corporation,
the corporate  general  partner of CNL Income Fund VII, Ltd. (the  "registrant")
certify that:

        1. I have reviewed this quarterly report on Form 10-Q of the registrant;

        2. Based on my  knowledge,  this  quarterly  report does not contain any
           untrue  statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the  circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

        3. Based on my knowledge, the financial statements,  and other financial
           information included in this quarterly report,  fairly present in all
           material respects the financial condition,  results of operations and
           cash flows of the registrant as of, and for, the periods presented in
           this quarterly report;

        4. The registrant's  other certifying  officer and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined in Exchange Act Rules  13a-14 and 15d-14) for the  registrant
           and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

        5. The registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation,  to the registrant's  auditors and the
           audit  committee  of  registrant's  board of  directors  (or  persons
           performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

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


Date:  November 11, 2002


/s/ Robert A. Bourne
-----------------------------
Robert A. Bourne
President and Treasurer
<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.)

                 10.5    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.)

                 10.6    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.)

                 99.1    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.)

                 99.2    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 99.1


<page>



                                  EXHIBIT 99.2