SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                     FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended September 30, 1996

/ /  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:  0-19232

                       Fidelity Leasing Income Fund VII, L.P.
_______________________________________________________________________________
               (Exact name of registrant as specified in its charter)

            Delaware                                    23-2581971
_______________________________________________________________________________
     (State of organization)               (I.R.S. Employer Identification No.)

                  Seven East Skippack Pike, Ambler, Pennsylvania  19002
_______________________________________________________________________________
                (Address of principal executive offices)   (Zip code)

                                   (215) 619-2800
_______________________________________________________________________________
                (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the regis-
trant was required to file such reports), and (2) has been subject to such fil-
ing requirements for the past 90 days.

Yes  __X__  No _____



















                                    Page 1 of 12
Part I:  Financial Information
Item 1:  Financial Statements

                       FIDELITY LEASING INCOME FUND VII, L.P.

                                   BALANCE SHEETS

                                       ASSETS

                                          (Unaudited)               (Audited)  
                                         September 30,             December 31,
                                             1996                     1995   
                                         _____________            ____________

Cash and cash equivalents                 $ 1,732,646             $ 2,199,456 

Investment securities held to maturity           -                    499,740 

Accounts receivable                           233,728                  78,373 

Interest receivable                            37,163                  15,225 

Due from related parties                      205,953                  66,249 

Equipment under operating leases
(net of accumulated depreciation
of $12,751,177 and $14,445,214,
respectively)                               8,865,512               8,670,653 

Net investment in direct financing leases      31,824                  38,961 

Equipment held for sale or lease               74,564                  26,116 

                                          ___________             ___________ 

       Total assets                       $11,181,390             $11,594,773 
                                          ===========             =========== 

                         LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

     Lease rents paid in advance          $    94,032             $    47,361 

     Accounts payable and
      accrued expenses                        180,042                  81,601 

     Due to related parties                      -                    204,707 
                                          ___________             ___________ 
       Total liabilities                      274,074                 333,669 

Partners' capital                          10,907,316              11,261,104 
                                          ___________             ___________ 
        Total liabilities and
         partners' capital                $11,181,390             $11,594,773 
                                          ===========             =========== 


The accompanying notes are an integral part of these financial statements.




                                         2

                       FIDELITY LEASING INCOME FUND VII, L.P.

                              STATEMENTS OF OPERATIONS

                                     (Unaudited)

                                  Three Months Ended       Nine Months Ended
                                     September 30             September 30  
                                  1996          1995        1996        1995
                                  ____          ____        ____        ____

Income:
     Rentals                   $1,287,599    $1,238,981  $3,738,585  $4,011,518
     Earned income on direct
      financing leases                740           951       2,383       3,002
     Interest                      21,993        40,666     110,151     190,483
     Gain on sale of equipment,
      net                         317,035       136,731     606,027      56,568
     Other                          2,823         2,824       6,345      19,832
                               __________    __________  __________  __________

                                1,630,190     1,420,153   4,463,491   4,281,403
                               __________    __________  __________  __________

Expenses:
     Depreciation and 
      amortization              1,017,226     1,000,835   2,909,709   3,270,660
     Write-down of equipment 
      to net realizable value     133,455        24,810     412,848     276,113
     General and administrative    33,366        27,068     107,604      70,213
     General and administrative
      to related party             72,577        44,376     209,452     170,520
     Management fee to
      related party                64,444        61,558     186,959     192,431
                               __________    __________  __________  __________

                                1,321,068     1,158,647   3,826,572   3,979,937
                               __________    __________  __________  __________

Net income                     $  309,122    $  261,506  $  636,919  $  301,466
                               ==========    ==========  ==========  ==========

Net income per equivalent
  limited partnership unit     $     9.89    $     7.37  $    20.29  $     7.51
                               ==========    ==========  ==========  ==========

Weighted average number of
  equivalent limited
  partnership units outstanding
  during the period                31,067        34,059      31,127      36,000
                               ==========    ==========   =========  ==========






     The accompanying notes are an integral part of these financial statements.





                                         3
                       FIDELITY LEASING INCOME FUND VII, L.P.

                           STATEMENT OF PARTNERS' CAPITAL

                    For the nine months ended September 30, 1996

                                    (Unaudited)

                                General     Limited Partners
                                Partner     Units      Amount         Total   
                                _______     _____      ______         _____   

Balance, January 1, 1996     $ (31,464)    68,718   $11,292,568   $11,261,104 

Redemptions                       -        (3,129)     (510,707)     (510,707)

Cash distributions              (4,800)      -         (475,200)     (480,000)

Net income                       5,400       -          631,519       636,919 
                              ________     ______   ___________   ___________ 

Balance, September 30, 1996   $(30,864)    65,589   $10,938,180   $10,907,316 
                              ========     ======   ===========   =========== 





































     The accompanying notes are an integral part of these financial statements.


                                         4
                       FIDELITY LEASING INCOME FUND VII, L.P.
                              STATEMENTS OF CASH FLOWS
                For the nine months ended September 30, 1996 and 1995
                                     (Unaudited)
                                                      1996          1995   
                                                      ____          ____   
Cash flows from operating activities:
     Net income                                   $  636,919    $  301,466 
                                                  __________    __________ 
     Adjustments to reconcile net income
      to net cash provided by operating activities:
     Depreciation and amortization                 2,909,709     3,270,660 
     Write-down of equipment to 
      net realizable value                           412,848       276,113 
     Proceeds from direct financing leases, net
      of earned income                                 7,137         6,518 
     Gain on sale of equipment, net                 (606,027)      (56,568)
     (Increase) decrease in accounts receivable     (155,355)        9,545 
     (Increase) decrease in interest receivable      (21,938)       24,423 
     (Increase) decrease in due from related
      parties                                       (139,704)       97,491 
     Increase (decrease) in lease rents paid
      in advance                                      46,671      (194,480)
     Increase (decrease) in accounts payable
      and accrued expenses                            98,441       182,404 
     Increase (decrease) in due to related
      parties                                       (204,707)       15,186 
                                                  __________    __________ 
                                                   2,347,075     3,631,292 
                                                  __________    __________ 
        Net cash provided by operating activities  2,983,994     3,932,758 
                                                  __________    __________ 

Cash flows from investing activities:
     Acquisition of equipment                     (3,635,051)   (3,972,406)
     Purchase of investment securities
      held to maturity                                  -         (250,253)
     Maturity of investment securities 
      held to maturity                               499,740       746,244 
     Proceeds from sale of equipment                 675,214     1,073,770 
                                                  __________    __________ 
        Net cash used in investing activities     (2,460,097)   (2,402,645)
                                                  __________    __________ 
Cash flows from financing activities:
     Redemptions of capital                         (510,707)     (157,000)
     Distributions                                  (480,000)   (3,113,663)
                                                  __________    __________ 

        Net cash used in financing activities       (990,707)   (3,270,663)
                                                  __________    __________ 

     Decrease in cash and cash equivalents          (466,810)   (1,740,550)

     Cash and cash equivalents, beginning
      of period                                    2,199,456     4,782,344 
                                                  __________    __________ 
     Cash and cash equivalents, end of period     $1,732,646    $3,041,794 
                                                  ==========    ==========

     The accompanying notes are an integral part of these financial statements. 



                                         5
                       FIDELITY LEASING INCOME FUND VII, L.P.

                           NOTES TO FINANCIAL STATEMENTS

                                 September 30, 1996

                                     (Unaudited)

The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with Generally Accepted Accounting Principles,
pursuant to the rules and regulations of the Securities and Exchange Commis-
sion.  In the opinion of Management, all adjustments (consisting of normal 
recurring accruals) considered necessary for a fair presentation have been
included. 

1.  EQUIPMENT LEASED

    Equipment on lease consists primarily of computer peripheral equipment
    under operating leases.  A majority of the equipment was manufactured by
    IBM.  The lessees have agreements with the manufacturer to provide main-
    tenance for the leased equipment.  The Fund's operating leases are for
    initial lease terms of 20 to 60 months.  Generally, operating leases will
    not recover all of the undepreciated cost and related expenses of its 
    rental equipment during the initial lease terms and the Fund is prepared to
    remarket the equipment in future years.  Fund policy is to review quarterly
    the expected economic life of its rental equipment in order to determine 
    the recoverability of its undepreciated cost.  Recent and anticipated
    technological developments affecting computer equipment and competitive 
    factors in the marketplace are considered among other things, as part of 
    this review.  In accordance with Generally Accepted Accounting Principles, 
    the Fund writes down its rental equipment to its estimated net realizable 
    value when the amounts are reasonably estimated and only recognizes gains 
    upon actual sale of its rental equipment.  As a result, $ 412,848 and 
    $276,113 was charged to write-down of equipment to net realizable value 
    for the nine months ended September 30, 1996 and 1995, respectively.  Any 
    future losses are dependent upon unanticipated technological developments 
    affecting the computer equipment industry in subsequent years.

    The Fund also has equipment leased under the direct financing method in
    accordance with Statement of Financial Accounting Standards No. 13.  This
    method provides for recognition of income (the excess of the aggregate 
    future rentals and estimated additional amounts recoverable upon expiration 
    of the lease over the related equipment cost) over the life of the lease
    using the interest method.

    The net investment in direct financing leases as of September 30, 1996 are 
    as follows:

       Net minimum lease payments to be received         $36,000
       Less unearned income                                4,000
       Add expected future residuals                        -   
                                                         _______

                                                         $32,000
                                                         ======= 








                                          6
                       FIDELITY LEASING INCOME FUND VII, L.P.

                      NOTES TO FINANCIAL STATEMENTS (Continued)

1.  EQUIPMENT LEASED (Continued)

    The future approximate minimum rentals to be received on noncancellable
    operating leases and direct financing leases as of September 30, 1996 are 
    as follows:
                                                                Direct   
         Years Ending December 31          Operating           Financing 
         ________________________          _________           _________ 

                   1996                   $1,276,000            $ 3,000
                   1997                    3,652,000             13,000
                   1998                    1,880,000             13,000
                   1999                      899,000              7,000
                   2000                      112,000               -   
                                          __________            _______
                                          $7,819,000            $36,000
                                          ==========            =======

2.  RELATED PARTY TRANSACTIONS

    The General Partner receives 5% or 2% of gross rental payments from equip-
    ment under operating leases and full pay-out leases, respectively, for
    administrative and management services performed on behalf of the Fund.
    Full pay-out leases are noncancellable leases for which the rental payments
    due during the initial term of the lease are at least sufficient to recover 
    the purchase price of the equipment, including acquisition fees.  This 
    management fee is paid monthly only if and when the Limited Partners have 
    received distributions for the period from January 1991 through the end of 
    the most recent quarter equal to a return for such period at a rate of 12% 
    per year on the aggregate amount paid for their units.

    The General Partner may also receive up to 3% of the proceeds from the sale
    of the Fund's equipment for services and activities to be performed in con-
    nection with the disposition of equipment.  The payment of this sales fee 
    is deferred until the Limited Partners have received cash distributions 
    equal to the purchase price of their units plus a 12% cumulative compounded 
    priority return.  Based on current estimates, it is not expected that the 
    Fund will be required to pay this sales fee to the General Partner.  As a 
    result, $193,808 of sales fee accrued by the Fund in prior periods was 
    recognized into income as part of the net gain on sale of equipment during 
    the nine months ended September 30, 1996.

    Additionally, the General Partner and its affiliates are reimbursed by the
    Fund for certain costs of services and materials used by or for the Fund
    except those items covered by the above-mentioned fees.  Following is a
    summary of fees and costs of services and materials charged by the General
    Partner or its affiliates during the three and nine months ended September 
    30, 1996 and 1995:

                                 Three Months Ended       Nine Months Ended
                                    September 30             September 30  
                                 1996          1995        1996        1995
                                 ____          ____        ____        ____

          Management fee       $64,444       $61,558      $186,959  $192,431
          Reimbursable costs    72,577        44,376       209,452   170,520
          Accrued sales fee       -           11,867          -       33,361


                                          7
                       FIDELITY LEASING INCOME FUND VII, L.P.

                      NOTES TO FINANCIAL STATEMENTS (Continued)

2.  RELATED PARTY TRANSACTIONS (Continued)

    Amounts due from related parties at September 30, 1996 and December 31, 
    1995 represent monies due the Fund from the General Partner and/or other
    affiliated funds for rentals and sales proceeds collected and not yet re-
    mitted the Fund.

    The amount due to related parties at December 31, 1995 represents monies 
    due to the General Partner for the fees and costs mentioned above, as well 
    as, rentals and sales proceeds collected by the Fund on behalf of other 
    affiliated funds.

3.  SUBSEQUENT EVENT

    Cash Distribution:

    The General Partner declared and paid a cash distribution of $60,000 in 
    October 1996 for the month ended September 30, 1996, to all admitted 
    partners as of September 30, 1996.








































                                          8
                       FIDELITY LEASING INCOME FUND VII, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    Fidelity Leasing Income Fund VII, L.P. had revenues of $1,630,190 and
$1,420,153 for the three months ended September 30, 1996 and 1995, 
respectively, and $4,463,491 and $4,281,403 for the nine months ended September
30, 1996 and 1995, respectively. Rental income from the leasing of computer 
peripheral equipment accounted for 79% and 87% of total revenues for the third 
quarter of 1996 and 1995, respectively and 84% and 94% for the nine months 
ended September 30, 1996 and 1995, respectively.  The increase in revenues is 
primarily attributable to an increase in the net gain on sale of equipment.  
The Fund recognized a net gain on sale of equipment of $606,027 during the 
first nine months of 1996 as compared to $56,568 for the first nine months of 
1995 which caused an increase in total revenues in 1996.  The overall increase 
in revenues in 1996, however, was reduced by the decrease in both rental income 
and interest income.  Rental income decreased during 1996 by approximately 
$937,000 because of equipment which came off lease and was re-leased at lower 
rental rates or sold.  This decrease, however, was reduced by an increase of 
approximately $664,000 of rental income realized from equipment purchases made 
since September 30, 1995 as well as rental income earned on 1995 equipment 
purchases for which a full nine months was earned in 1996 and only a portion of 
the nine months was earned in 1995.  Additionally, interest income decreased in 
1996 because of lower cash balances available for investment by the Fund.

    Expenses were $1,321,068 and $1,158,647 for the three months ended Septem-
ber 30, 1996 and 1995, respectively, and $3,826,572 and $3,979,937 for the nine
months ended September 30, 1996 and 1995, respectively.  Depreciation and 
amortization comprised 77% and 86% of total expenses for the third quarter of 
1996 and 1995, respectively and 76% and 82% of total expenses for the nine 
months ended September 30, 1996 and 1995, respectively.  The decrease in 
expenses is primarily related to the decrease in depreciation expense due to 
equipment which came off lease or was terminated and sold.  However, the 
increase in write-down of equipment to net realizable value during the first 
nine months of 1996 reduced the overall decrease in total expenses.  Based upon 
the quarterly review of the recoverability of the undepreciated cost of rental 
equipment, $412,848 and $276,113 was charged to write-down of equipment to net 
realizable value during the nine months ended September 30, 1996 and 1995, 
respectively.  Any future losses are dependent upon unanticipated technological 
developments affecting the computer equipment industry in subsequent years.

    The Fund's net income was $309,122 and $261,506 for the three months ended 
September 30, 1996 and 1995, respectively, and $636,919 and $301,466 for the 
nine months ended September 30, 1996 and 1995, respectively.  The earnings 
per equivalent limited partnership unit, after earnings allocated to the 
General Partner, were $9.89 and $7.37 based on a weighted average number of 
equivalent limited partnership units outstanding of 31,067 and 34,059 for the 
three months ended September 30, 1996 and 1995, respectively.  The earnings per 
equivalent limited partnership unit, after earnings allocated to the General 
Partner, were $20.29 and $7.51 based on a weighted average number of equivalent 
limited partnership units outstanding of 31,127 and 36,000 for the nine months 
ended September 30, 1996 and 1995, respectively.








                                         9
                       FIDELITY LEASING INCOME FUND VII, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

    The Fund generated $1,142,768 and $1,150,420 of funds from operations,
for the purpose of determining cash available for distribution for the quarter
ended September 30, 1996 and 1995, respectively, and distributed 11% and 60% to 
partners during the third quarter of 1996 and 1995, respectively, and 5% and 
30% to partners in October 1996 and 1995, respectively.  For the nine months 
ended September 30, 1996 and 1995, the Fund generated $3,353,449 and $3,791,671 
of funds from operations and distributed 14% and 73% of these amounts to 
partners during the nine months ended September 30, 1996 and 1995, 
respectively, and 2% and 9% of these amounts to partners in October 1996 and 
1995, respectively.  For financial statement purposes, the Fund records cash 
distributions to partners on a cash basis in the period in which they are paid.

ANALYSIS OF FINANCIAL CONDITION

    During the nine months ended September 30, 1996 and 1995, the Fund 
purchased $3,635,051 and $3,972,406, respectively, of equipment.  The Fund will 
continue to purchase equipment with sales proceeds and cash available from 
operations which is not distributed to partners.

    The cash position of the Fund is reviewed daily and cash is invested on a
short-term basis.

    The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the next twelve month 
period.































                                         10

Part II:  Other Information


                       FIDELITY LEASING INCOME FUND VII, L.P.

                                 September 30, 1996

Item 1.  Legal Proceedings:  Inapplicable.

Item 2.  Changes in Securities:  Inapplicable.

Item 3.  Defaults Upon Senior Securities:  Inapplicable.

Item 4.  Submission of Matters to a Vote of Securities Holders:  Inapplicable.

Item 5.  Other Information:  Inapplicable.

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

          a) Exhibits:  EX-27

          b) Reports on Form 8-K:  None







































                                         11


                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                       FIDELITY LEASING INCOME FUND VII, L.P.




          11-13-96    By:  Freddie M. Kotek
          ________         _____________________________
          Date             Freddie M. Kotek
                           President of F.L. Partnership Management, Inc.
                           (Principal Operating Officer)




          11-13-96    By:  Marianne T. Schuster
          ________         _____________________________
          Date             Marianne T. Schuster
                           Vice President of F.L. Partnership Management, Inc.
                           (Principal Financial Officer)



































                                         12



                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                       FIDELITY LEASING INCOME FUND VII, L.P.




          _______          _____________________________
          Date             Freddie M. Kotek
                           President of F.L. Partnership Management, Inc.
                           (Principal Operating Officer)




          _______          _____________________________
          Date             Marianne T. Schuster
                           Vice President of F.L. Partnership Management, Inc.
                           (Principal Financial Officer)




































                                         12