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                       March 31, 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
<TABLE>



<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                                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


</TABLE>


<PAGE>






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

<TABLE>

                                                                             March 31,             December 31,
                                                                               2003                    2002
                                                                         ------------------     -------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                              ASSETS

   Real estate properties with operating leases, net                         $  11,053,630           $  11,109,588
   Net investment in direct financing leases                                     2,315,017               2,344,317
   Investment in joint ventures                                                  9,053,222               9,083,991
   Cash and cash equivalents                                                     1,004,014                 972,797
   Receivables                                                                          --                  68,597
   Accrued rental income                                                         1,037,039               1,042,794
   Other assets                                                                     81,929                  90,801
                                                                         ------------------     -------------------

                                                                             $  24,544,851           $  24,712,885
                                                                         ==================     ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                           $     23,360             $     4,551
   Distributions payable                                                           675,000                 675,000
   Due to related parties                                                           19,856                  13,151
   Rents paid in advance and deposits                                               30,686                  41,145
                                                                         ------------------     -------------------
       Total liabilities                                                           748,902                 733,847

   Minority interest                                                               138,257                 138,945

   Partners' capital                                                            23,657,692              23,840,093
                                                                         ------------------     -------------------

                                                                             $  24,544,851           $  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>

                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2003               2002
                                                                               ---------------    ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

  Revenues:
      Rental income from operating leases                                         $   371,875         $  372,389
      Earned income from direct financing leases                                       71,285             74,654
      Interest and other income                                                           536              8,383
                                                                               ---------------    ---------------
                                                                                      443,696            455,426
                                                                               ---------------    ---------------

  Expenses:
      General operating and administrative                                             71,001             74,717
      Property expenses                                                                 1,189              3,340
      State and other taxes                                                            31,806             22,476
      Depreciation                                                                     55,958             55,958
                                                                               ---------------    ---------------
                                                                                      159,954            156,491
                                                                               ---------------    ---------------

  Income Before Minority Interest in Income of Consolidated
  Joint Venture and Equity in Earnings of Unconsolidated
  Joint Ventures                                                                      283,742            298,935

  Minority Interest in Income of Consolidated
      Joint Venture                                                                    (4,716 )           (4,563 )

  Equity in Earnings of Unconsolidated Joint Ventures                                 213,573            155,988
                                                                               ---------------    ---------------
  Net Income                                                                      $   492,599         $  450,360
                                                                               ===============    ===============

  Net Income Per Limited Partner Unit                                              $    0.016          $   0.015
                                                                               ===============    ===============
  Weighted Average Number of Limited Partner
      Units Outstanding                                                            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>

                                                                          Quarter Ended           Year Ended
                                                                            March 31,            December 31,
                                                                               2003                  2002
                                                                        -------------------    ------------------
<S>     <C>    <C>    <C>    <C>    <C>    <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                                                                     492,599             2,343,522
    Distributions ($0.023 and $0.090 per
       limited partner unit, respectively)                                        (675,000 )          (2,700,000 )
                                                                        -------------------    ------------------
                                                                                23,426,761            23,609,162
                                                                        -------------------    ------------------

Total partners' capital                                                     $   23,657,692         $  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>

                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2003               2002
                                                                                --------------    ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

  Increase (Decrease) in Cash and Cash Equivalents

      Net Cash Provided by Operating Activities                                    $  711,621         $  655,879
                                                                                --------------    ---------------

      Cash Flows from Investing Activities:
         Investment in joint venture                                                       --            (76,727 )
                                                                                --------------    ---------------
            Net cash used in investing activities                                          --            (76,727 )
                                                                                --------------    ---------------

      Cash Flows from Financing Activities:
         Distributions to limited partners                                           (675,000 )         (675,000 )
         Distributions to holder of minority interest                                  (5,404 )           (5,311 )
                                                                                --------------    ---------------
            Net cash used in financing activities                                    (680,404 )         (680,311 )
                                                                                --------------    ---------------

  Net Increase (Decrease) in Cash and Cash Equivalents                                 31,217           (101,159 )

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

  Cash and Cash Equivalents at End of Quarter                                     $ 1,004,014        $ 1,646,204
                                                                                ==============    ===============

  Supplemental Schedule of Non-Cash Financing
      Activities:

         Distributions declared and unpaid at end of
            quarter                                                                $  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 Ended March 31, 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 to a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter ended March 31, 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.  Consolidation  of variable  interest  entities will provide
         more complete information about the resources,  obligations,  risks and
         opportunities   of  the   consolidated   company.   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 or properties  held with
         affiliates  of the  general  partners as  tenants-in-common,  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 March 31, 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  quarters  ended  March  31,  2003  and  2002,  the  Partnership
generated cash from operating activities of $711,621 and $655,879, respectively.
The increase in cash from  operating  activities for the quarter ended March 31,
2003, as compared to the quarter  ended March 31, 2002,  was a result of changes
in the Partnership's working capital and changes in income and expenses.

        At March 31,  2003,  the  Partnership  had  $1,004,014  in cash and cash
equivalents,  as compared to $972,797 at December 31, 2002. The funds  remaining
at March 31, 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 $675,000 for each of the quarters ended
March 31,  2003 and 2002.  This  represents  distributions  for each  applicable
quarter of $0.023 per unit. No  distributions  were made to the general partners
for the quarters  ended March 31, 2003 and 2002. No amounts  distributed  to the
limited  partners for the quarters ended March 31, 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  $748,902 at March 31, 2003,  as compared to $733,847 at December 31, 2002.
The increase in  liabilities  was  primarily a result of an increase in accounts
payable  and amounts due to related  parties at March 31,  2003,  as compared to
December 31, 2002. The increase was partially offset by a decrease in rents paid
in advance and deposits.  The general  partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.



<PAGE>


Long-Term Liquidity

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

Results of Operations

        Total rental  revenues were $443,160  during the quarter ended March 31,
2003, as compared to $447,043  during the same period of 2002.  Rental  revenues
during the quarter  ended March 31, 2003, as compared to the quarter ended March
31,  2002,  remained  constant  as there was no change  in the  leased  property
portfolio.

        The Partnership  also earned $213,573  attributable to net income earned
by joint  ventures  during the  quarter  ended  March 31,  2003,  as compared to
$155,988  during the same period of 2002.  The increase in net income  earned by
joint ventures was partially  attributable  to earnings  recorded from Arlington
Joint Venture  acquired in June 2002 with  affiliates  of the general  partners.
During 2002, net income earned by joint ventures was lower because 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.
As a result,  Duluth Joint Venture stopped  recording rental revenues during the
quarter ended March 31, 2002.  However,  during the second  quarter of 2002, the
tenant resumed making rental payments to the joint venture.

        The Partnership also earned $536 in interest and other income during the
quarter  ended March 31, 2003,  as compared to $8,383  during the same period of
2002.  Interest and other  income were lower during the quarter  ended March 31,
2003  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.

        Operating expenses including  depreciation  expense were $159,954 during
the quarter ended March 31, 2003, as compared to $156,491 during the same period
of 2002. Operating expenses were higher during the quarter ended March 31, 2003,
as  compared  to the same  period of 2002,  because  of a new  state tax  filing
requirement in a state in which the Partnership conducts business.

        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.  Consolidation of variable
interest  entities will provide more complete  information  about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   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 or properties held with affiliates of the general
partners  as  tenants-in-common,  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  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.




<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.)

<PAGE>

                              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 March 31, 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 9th day of May, 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>


                    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:  May 9, 2003


/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:  May 9, 2003


/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.)

                              10.4    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.)
<PAGE>

                              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