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 June 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

         Item 2.   Management's Discussion and Analysis of Financial
                       Condition and Results of Operations               6-7

         Item 3.   Quantitative and Qualitative Disclosures About
                       Market Risk                                       7

         Item 4.   Controls and Procedures                               8


Part II.

         Other Information                                               9-10




<PAGE>

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


                                                                             June 30,              December 31,
                                                                               2003                    2002
                                                                         ------------------     -------------------

 <c>
                               ASSETS

   Real estate properties with operating leases, net                         $  10,997,670           $  11,109,588
   Net investment in direct financing leases                                     2,284,806               2,344,317
   Investment in joint ventures                                                  9,034,696               9,083,991
   Cash and cash equivalents                                                       948,938                 972,797
   Receivables                                                                         592                  68,597
   Accrued rental income                                                         1,031,083               1,042,794
   Other assets                                                                     85,112                  90,801
                                                                         ------------------     -------------------

                                                                             $  24,382,897           $  24,712,885
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                           $     13,773             $     4,551
   Distributions payable                                                           675,000                 675,000
   Due to related parties                                                           14,371                  13,151
   Rents paid in advance                                                            20,413                  41,145
                                                                         ------------------     -------------------
       Total liabilities                                                           723,557                 733,847

   Minority interest                                                               137,492                 138,945

   Partners' capital                                                            23,521,848              23,840,093
                                                                         ------------------     -------------------

                                                                             $  24,382,897           $  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                 Six Months Ended
                                                                 June 30,                       June 30,
                                                           2003            2002           2003            2002
                                                       -------------    ------------  -------------  ---------------

 <c>
Revenues:
    Rental income from operating leases                   $ 372,748       $ 373,160      $ 744,623       $  745,549
    Earned income from direct financing leases               70,375          73,851        141,660          148,505
    Interest and other income                                   966          14,762          1,502           23,145
                                                       -------------    ------------  -------------  ---------------
                                                            444,089         461,773        887,785          917,199
                                                       -------------    ------------  -------------  ---------------

Expenses:
    General operating and administrative                     58,080          60,508        129,081          133,397
    Property related                                          3,499          43,955          4,688           49,123
    State and other taxes                                        --           6,970         31,806           29,446
    Depreciation                                             55,960          55,957        111,918          111,915
                                                       -------------    ------------  -------------  ---------------
                                                            117,539         167,390        277,493          323,881
                                                       -------------    ------------  -------------  ---------------

Income Before Minority Interest in Income of
    Consolidated Joint Venture and Equity in
    Earnings of Unconsolidated Joint Ventures               326,550         294,383        610,292          593,318

Minority Interest in Income of Consolidated
    Joint Venture                                            (4,636 )        (4,682 )       (9,352 )         (9,245 )

Equity in Earnings of Unconsolidated Joint Ventures         217,242         244,877        430,815          400,865
                                                       -------------    ------------  -------------  ---------------

Net Income                                                $ 539,156       $ 534,578     $1,031,755       $  984,938
                                                       =============    ============  =============  ===============

Income Per Limited Partner Unit                           $   0.018        $  0.018      $   0.034        $   0.033
                                                       =============    ============  =============  ===============

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>


                                                                        Six Months Ended          Year Ended
                                                                            June 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                                                                   1,031,755             2,343,522
    Distributions ($0.045 and $0.090 per
       limited partner unit, respectively)                                      (1,350,000 )          (2,700,000 )
                                                                       --------------------    ------------------
                                                                                23,290,917            23,609,162
                                                                       --------------------    ------------------

Total partners' capital                                                     $   23,521,848         $  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>

                                                                                       Six Months Ended
                                                                                           June 30,
                                                                                   2003                2002
                                                                              ----------------    ---------------

 <c>

  Increase (Decrease) in Cash and Cash Equivalents

      Net Cash Provided by Operating Activities                                  $  1,336,946        $ 1,312,001
                                                                              ----------------    ---------------

      Cash Flows from Investing Activities:
         Investment in joint venture                                                       --           (933,447 )
         Return of capital from joint venture                                              --            129,888
                                                                              ----------------    ---------------
            Net cash used in investing activities                                          --           (803,559 )
                                                                              ----------------    ---------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                                         (1,350,000 )       (1,350,000 )
         Distributions to holder of minority interest                                 (10,805 )          (10,593 )
                                                                              ----------------    ---------------
            Net cash used in financing activities                                  (1,360,805 )       (1,360,593 )
                                                                              ----------------    ---------------

  Net Decrease in Cash and Cash Equivalents                                           (23,859 )         (852,151 )

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

  Cash and Cash Equivalents at End of Period                                      $   948,938         $  895,212
                                                                              ================    ===============

  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 Six Months Ended June 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 six months ended June 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,  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  beginning
         after June 15,  2003.  The general  partners  believe  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to 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.

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  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 June 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 six  months  ended  June 30,  2003 and  2002,  the  Partnership
generated  cash  from  operating   activities  of  $1,336,946  and   $1,312,001,
respectively.  At June 30, 2003, the  Partnership  had $948,938 in cash and cash
equivalents,  as compared to $972,797 at December  31,  2002.  At June 30, 2003,
these funds were held in demand deposit accounts at commercial  banks. The funds
remaining  at  June  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 $1,350,000 for each of the six months
ended  June 30,  2003 and 2002  ($675,000  for each  applicable  quarter).  This
represents  distributions  of $0.045 per unit for each of the six  months  ended
June 30,  2003 and 2002  ($0.023  per  unit  for each  applicable  quarter).  No
distributions  were made to the general partners for the quarters and six months
ended June 30, 2003 and 2002. No amounts distributed to the limited partners for
the six months  ended  June 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 of the Partnership,  including distributions payable,
were  $723,557 at June 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.

Results of Operations

         Total rental  revenues were  $886,283  during the six months ended June
30, 2003, as compared to $894,054  during the same period of 2002,  $443,123 and
$447,011  of which  were  earned  during  the  second  quarter of 2003 and 2002,
respectively.  Rental  revenues during the quarter and six months ended June 30,
2003 remained constant, as compared to the quarter and six months ended June 30,
2002, since there was no change in the leased property portfolio.

         During the six months  ended June 30,  2003 and 2002,  the  Partnership
also earned $1,502 and $23,145,  respectively,  in interest and other income, of
which $966 and $14,762 were earned  during the quarters  ended June 30, 2003 and
2002, respectively. The decrease in interest and other income during the quarter
and six months ended June 30, 2003, as compared to the same period of 2002,  was
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,  the  collection  of a  promissory  note,  as well as a decline in
interest  rates.  In addition,  interest and other income were higher during the
quarter and six months ended June 30, 2002 because 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 $430,815  attributable to net income earned
by  unconsolidated  joint ventures during the six months ended June 30, 2003, as
compared to $400,865  during the same period of 2002,  $217,242  and $244,877 of
which  were  earned   during  the  quarters   ended  June  30,  2003  and  2002,
respectively.  Net income  earned by joint  ventures  was higher  during the six
months ended June 30, 2003 due to earnings  related to Arlington  Joint  Venture
which the  Partnership  acquired in June 2002. The increase in net income earned
by joint  ventures  during the six months ended June 30, 2003 was also partially
attributable  to the fact that the tenant of the Property  owned by Duluth Joint
Venture,  in which the  Partnership  owns a 56%  interest,  began making  rental
payments to the joint  venture  during the second  quarter of 2002 and the joint
venture recognized these past due amounts as rental revenues.  The tenant of the
Property had previously  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. The increase
in net  income  earned  by joint  ventures  was  partially  offset  because  CNL
Restaurant  Investments II, in which the Partnership owns an 18% interest,  sold
two  Properties in June 2002.  These sales resulted in a net gain of $258,505 to
the joint venture and the Partnership recorded its pro-rata share of the gain as
equity in earnings during 2002.

         Operating  expenses,  including  depreciation  expense,  were  $277,493
during the six months  ended June 30, 2003,  as compared to $323,881  during the
same period of 2002,  $117,539  and $167,390 of which were  incurred  during the
quarters  ended June 30, 2003 and 2002,  respectively.  Operating  expenses were
higher  during the  quarter  and six months  ended June 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,  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  beginning  after June 15, 2003.  The general  partners  believe
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to 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.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.




<PAGE>


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
                  June 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 8th day of August, 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.)


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                                  EXHIBIT 31.1
<PAGE>

                                  EXHIBIT 31.2


<PAGE>

                                  EXHIBIT 32.1


<PAGE>


                                  EXHIBIT 32.2