FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                              SECTION 13 OR 15(D)

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [No Fee Required]

                  For the fiscal year ended December 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [No Fee Required]

               For the transition period from.........to.........

                         Commission file number 0-14369

                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP
                 (Name of small business issuer in its charter)

     South Carolina                                             57-0784852
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                     29602
(Address of principal executive offices)                         (Zip Code)

                    Issuer's telephone number (864) 239-1000

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                     Units of Limited Partnership Interest
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $3,806,000

State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days.  Market Value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is the Corporate General Partner's belief that
the aggregate market value of the voting partnership interest would not exceed
$25,000,000.

                     DOCUMENTS INCORPORATED BY REFERENCE
1.    Portions of the Prospectus of Registrant dated March 18, 1985 (included in
Registration Statement, No.2-94604, of Registrant) are incorporated by reference
into Parts I and III.


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Shelter Properties VII Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired two existing apartment
properties and a newly constructed apartment property during 1985 and has been
operating them since that time with the exception of Sailpointe Apartments, upon
which the Partnership allowed the lender to foreclose on December 31, 1991.

Commencing March 18, 1985, the Registrant offered through E. F. Hutton & Company
Inc. ("Hutton") up to 49,900 Units of Limited Partnership Interest (the "Units")
at $1,000 per Unit with a minimum purchase of 5 Units ($5,000) or 2 Units
($2,000) for an Individual Retirement Account.  An additional 100 Units were
purchased by the Corporate General Partner.  Limited Partners are not required
to make any additional capital contributions.

The Units were registered under the Securities Act of 1933 pursuant to
Registration Statement No. 2-94604 (the "Registration Statement"). Reference is
made to the Prospectus of Registrant dated March 18, 1985, (the "Prospectus")
contained in said Registration Statement, which is incorporated herein by
reference thereto.

The offering terminated on November 5, 1985.  Upon termination of the offering,
the Registrant had accepted subscriptions for 17,343 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $17,343,000.
Unsold Units (numbering 32,657) were deregistered pursuant to Post Effective
Amendment No. 3 filed with the Securities and Exchange Commission on November
13, 1985.  The Registrant invested approximately $14,177,000 of such proceeds in
two existing apartment properties and one newly constructed apartment property
and thereby completed its acquisition program in December 1985.

During December 1991, after unsuccessful negotiations to refinance the mortgage
note on Sailpointe, the Partnership allowed the lender to foreclose on the
property.  The remaining two properties continue to be held by the Partnership.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.

The Registrant has no employees.  Management and administrative services are
performed by Shelter Realty VII Corporation, the Corporate General Partner, and
by Insignia Residential Group, L.P., an affiliate of Insignia Financial Group,
Inc. ("Insignia"), the ultimate parent company of the Corporate General Partner.
Pursuant to a management agreement between them, Insignia Residential Group,
L.P. provides property management services to the Registrant.

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's properties are subject to competition from similar properties
in the vicinities in which the properties are located.  In addition, various
limited partnerships have been formed by the General Partner and/or its
affiliates to engage in business which may be competitive with the Registrant.

ITEM 2.   DESCRIPTION OF PROPERTIES:

The following table sets forth the Registrant's investments in properties:


                             Date of
         Property           Purchase        Type of Ownership           Use

Hickory Ridge Apartments    08/27/85  Fee ownership subject to      Apartment
 Memphis, Tennessee                   first mortgage.               378 units

Governor's Park Apartments  09/30/85  Fee ownership subject to      Apartment
 Ft. Collins, Colorado                first and second mortgages.   188 units



SCHEDULE OF PROPERTIES:
(in thousands)

                         Gross
                       Carrying  Accumulated                       Federal
Property                 Value   Depreciation   Rate    Method    Tax Basis

Hickory Ridge Apts.     $13,906   $6,833      5-29 yrs    S/L       $6,647

Governor's Park Apts.     7,541    3,073      5-39 yrs    S/L        3,327

                        $21,447   $9,906                            $9,974


See "Note A" to the consolidated financial statements in "Item 7" for a
description of the Partnership's depreciation policy.


SCHEDULE OF MORTGAGES:
(in thousands)

                     Principal                                       Principal
                    Balance At     Stated                             Balance
                   December 31,   Interest     Period    Maturity     Due At
Property               1997         Rate     Amortized     Date      Maturity

Hickory Ridge      $ 6,502        7.50%        (1)       03/01/01     $6,057

Governor's Park
  1st Mortgage       4,530        7.83%        (2)       10/15/03      4,083
  2nd Mortgage         147        7.83%        none      10/15/03        147
                    11,179
Less unamortized
  discounts            (63)

   Total           $11,116

(1)The principal balance is being amortized over 300 months with a balloon
   payment due March 1, 2001.

(2)The principal balance is being amortized over 344 months with a balloon
   payment due October 15, 2003.


SCHEDULE OF RENTAL RATES AND OCCUPANCY:


                                   Average Annual            Average Annual
                                Rental Rates Per Unit          Occupancy
                                  1997          1996         1997     1996

Hickory Ridge                    $6,374       $5,971          90%      96%
Governor's Park                   8,034        7,637          95%      95%

The Corporate General Partner attributes the decrease in occupancy at Hickory
Ridge to soft market conditions due to new construction.  In an effort to
improve occupancy, the property completed an exterior building improvement
project in 1997.

As noted under "Item 1. Description of Business," the real estate industry is
highly competitive.  All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area.  The
Corporate General Partner believes that all of the properties are adequately
insured.  The multi-family residential properties' lease terms are for one year
or less.  No residential tenant leases 10% or more of the available rental
space.

SCHEDULE OF REAL ESTATE TAXES AND RATES:


                                    1997            1997
                                  Billing           Rate
                               (in thousands)

Hickory Ridge                       $109           3.16%
Governor's Park                       72           8.77%


ITEM 3.  LEGAL PROCEEDINGS

The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature.  The Corporate General Partner of the Registrant believes
that all such pending or outstanding litigation is adequately covered by
insurance and will be resolved without a material adverse effect upon the
business, financial condition, or operations of the Partnership.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the year ended December 31, 1997, no matters were submitted to a vote of
Unit holders through the solicitation of proxies or otherwise.


                                    PART II

ITEM 5.  MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future.  As of December 31, 1997, there were 1,708
holders of record owning an aggregate of 17,343 Units.  In May 1997, the
Partnership distributed approximately $300,000 to the limited partners and in
April 1997, the Partnership paid approximately $4,000 to Colorado for state tax
withholdings on behalf of the limited partners.  There were no cash
distributions made in 1996.  Future cash distributions will depend on the levels
of cash generated from operations, refinancings, property sales and cash
reserves.  Distributions may also be restricted by the requirement to deposit
net operating income (as defined in the mortgage note) into the Reserve Account
until the Reserve Account is funded by an amount equal to $400 per apartment
unit at Governor's Park.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership reported net income for the year ended December 31, 1997, of
approximately $123,000 and net income of approximately $220,000 for the year
ended December 31, 1996.  The decrease in net income for the year ended December
31, 1997 is primarily due to increases in operating, general and administrative,
and depreciation expenses.  Operating expenses increased due to the loss on
disposal of property of $43,000 that relates to the roof write offs at both of
the Partnership's investment properties.  Also contributing to the increase in
operating expenses was an increase in concessions offered at Hickory Ridge
Apartments in order to improve occupancy levels and an increase in maintenance
expense at both investment properties.  Maintenance expense increased due to the
expenses incurred at Hickory Ridge Apartments as a result of two fires during
the year ended December 31, 1997 and one fire at the end of 1996.  The insurance
proceeds received on each of these fires were minimal due to the property's
deductible and minimal damage to the units.  Also contributing to the increase
in maintenance expense is parking lot repairs at Governor's Park Apartments.
Partially offsetting these increases in operating expenses is a casualty gain of
$91,000 relating to the hail damage at Governor's Park Apartments in 1996.  The
hail damage occurred in 1996, however, the expenses were incurred during the
year ended December 31, 1997 and the insurance proceeds were received during the
same period.

General and administrative expenses increased due to increases in audit fees and
partnership administration cost reimbursements.  Depreciation expense increased
during the year ended December 31, 1997 compared to the corresponding period in
1996 due to approximately $996,000 of property improvements and replacements.

The increase in these expenses were partially offset by an increase in rental
income. Rental income increased due to an increase in rental rates at both
investment properties, offset by a decrease in occupancy at Hickory Ridge
Apartments.

Included in operating expenses for the year ended December 31, 1997 was
approximately $176,000 of major repairs and maintenance comprised of exterior
building improvements, parking lot repairs and construction oversight
reimbursements.  Included in operating expenses for the year ended December 31,
1996 was approximately $158,000 of major repairs and maintenance comprised of
interior and exterior building improvements and exterior painting.

As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses.  As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.

Liquidity and Capital Resources

At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $612,000 compared to approximately $1,055,000 at December 31,
1996.  The net (decrease) increase in cash and cash equivalents for the years
ended December 31, 1997 and 1996 is ($443,000) and $375,000, respectively.  Net
cash provided by operating activities decreased primarily as a result of the
decrease in net income as discussed above, offset by an increase in accounts
payable.  The increase in accounts payable was due to the timing of payments to
vendors.  Net cash used in investing activities increased as a result of the
increase in property improvements and replacements in 1997 as compared to 1996.
The increase in net cash used in investing activities was partially offset by
insurance proceeds from property damage.  Net cash used in financing activities
increased due to distributions paid to partners during 1997.

The Partnership has no material capital programs scheduled to be performed in
1998, although certain routine capital expenditures and maintenance expenses
have been budgeted.  These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership.  Such assets are currently thought
to be sufficient for any near-term needs of the Partnership.  The mortgage
indebtedness of approximately $11,116,000, net of discount, is amortized over
varying periods with required balloon payments ranging from March 1, 2001, to
October 15, 2003, at which time the properties will either be refinanced or
sold.  In May 1997, the Partnership distributed approximately $300,000 to the
limited partners and in April 1997, the Partnership paid approximately $4,000 to
Colorado for state tax withholdings on behalf of the limited partners.  There
were no cash distributions made in 1996.  Future cash distributions will depend
on the levels of cash generated from operations, property sales, and the
availability of cash reserves.

Tender Offers

During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnerships) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 7,000 of the outstanding units
of limited partnership interest in the Partnership at $350 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 17, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 17, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Corporate General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.  In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates that
provide property management services to the Partnership's properties, the manner
in which the Purchaser votes its limited partner interests in the Partnership
may not always be consistent with the best interests of the other limited
partners.  During February 1998, the tender offers were completed and Insignia
Properties, L.P., an affiliate of Insignia, tendered 2,180 units of limited
partnership interest in the Partnership.

Year 2000

The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The Corporate General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS

SHELTER PROPERTIES VII LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS



     Report of Ernst & Young LLP, Independent Auditors

     Consolidated Balance Sheet - December 31, 1997

     Consolidated Statements of Operations - Years ended December 31, 1997 and
      1996

     Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
      ended December 31, 1997 and 1996

     Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
      1996

     Notes to Consolidated Financial Statements









                 Report of Ernst & Young LLP, Independent Auditors




The Partners
Shelter Properties VII Limited Partnership


We have audited the accompanying consolidated balance sheet of Shelter
Properties VII Limited Partnership as of December 31, 1997, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1997.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties VII Limited Partnership at December 31, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.


                                             s/ERNST & YOUNG LLP


Greenville, South Carolina
January 29, 1998,
except for Note F, as to which the date is
March 17, 1998


                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)
                               December 31, 1997


Assets
  Cash and cash equivalents                                       $   612
  Receivables and deposits                                            298
  Restricted escrows                                                   87
  Other assets                                                        204
  Investment properties:
     Land                                         $ 1,774
     Buildings and related personal property       19,673
                                                   21,447
     Less accumulated depreciation                 (9,906)         11,541
                                                                  $12,742


Liabilities and Partners' Capital (Deficit)

Liabilities
  Accounts payable                                                $    97
  Tenant security deposit liabilities                                  78
  Accrued property taxes                                              184
  Other liabilities                                                   104
  Mortgage notes payable                                           11,116

Partners' Capital (Deficit)
  General partners                                $  (134)
  Limited partners (17,343 units
     issued and outstanding)                        1,297           1,163

                                                                  $12,742

          See Accompanying Notes to Consolidated Financial Statements


                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)


                                                       Years Ended December 31,
                                                          1997          1996
Revenues:
  Rental income                                         $3,544        $3,517
  Other income                                             171           170
  Casualty gain                                             91            --
    Total revenues                                       3,806         3,687

Expenses:
  Operating                                              1,644         1,493
  General and administrative                               144           127
  Depreciation                                             806           758
  Interest                                                 905           917
  Property taxes                                           184           172
    Total expenses                                       3,683         3,467

    Net income                                          $  123        $  220

Net income allocated to general partners (1%)           $    1        $    2
Net income allocated to limited partners (99%)             122           218
                                                        $  123        $  220

Net income per limited partnership unit                 $ 7.03        $12.56

          See Accompanying Notes to Consolidated Financial Statements


                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

       CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                        (in thousands, except unit data)



                                  Limited
                                Partnership   General      Limited
                                   Units      Partners    Partners     Total

Original capital contributions    17,343       $   2       $17,343    $17,345

Partners' (deficit) capital at
   December 31, 1995              17,343       $(137)      $ 1,261    $ 1,124

Net income for the year ended
   December 31, 1996                  --           2           218        220

Partners' (deficit) capital at
   December 31, 1996              17,343        (135)        1,479      1,344

Net income for the year ended
   December 31, 1997                  --           1           122        123

Distributions to partners             --          --          (304)      (304)

Partners' (deficit) capital at
   December 31, 1997              17,343       $(134)      $ 1,297    $ 1,163

          See Accompanying Notes to Consolidated Financial Statements


                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                          Years Ended December 31,
                                                             1997           1996
<S>                                                       <C>            <C>
Cash flows from operating activities:
Net income                                                 $  123         $  220
Adjustments to reconcile net income
   to net cash provided by operating activities:
   Depreciation                                               806            758
   Amortization of discounts and loan costs                    43             43
   Casualty gain                                              (91)            --
   Loss on disposal of property                                43             --
   Change in accounts:
      Receivables and deposits                                 65            (44)
      Other assets                                            (10)            (7)
      Accounts payable                                         58              3
      Tenant security deposit liabilities                      (2)           (11)
      Accrued property taxes                                    9             --
      Other liabilities                                       (56)            62

         Net cash provided by operating activities            988          1,024

Cash flows from investing activities:
Property improvements and replacements                       (996)          (512)
Net (increase) decrease in restricted escrows                  (4)            20
Insurance proceeds from property damage                        52             --

         Net cash used in investing activities               (948)          (492)

Cash flows from financing activities:
Payments on mortgage notes payable                           (179)          (157)
Distributions to partners                                    (304)            --

         Net cash used in financing activities               (483)          (157)

Net (decrease) increase in cash and cash equivalents         (443)           375

Cash and cash equivalents at beginning of year              1,055            680
Cash and cash equivalents at end of year                   $  612         $1,055

Supplemental disclosure of cash flow information:
Cash paid for interest                                     $  861         $  832

Supplemental disclosure of non-cash investing activity:
 Insurance proceeds receivable                             $   63         $   --
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                   SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1997


NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:  Shelter Properties VII Limited Partnership (the "Partnership" or
"Registrant") was organized as a limited partnership under the laws of the State
of South Carolina pursuant to a Certificate and Agreement of Limited Partnership
filed October 29, 1984. The general partner responsible for management of the
Partnership's business is Shelter Realty VII Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the Partnership, N. Barton Tuck, Jr. is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia").  The Partnership Agreement terminates December 31, 2024.  The
Partnership commenced operations on August 27, 1985, and completed its
acquisition of apartment properties on December 6, 1985.  The Partnership owns
apartment properties in Tennessee and Colorado.  At December 31, 1997 Insignia
Properties L.P., an affiliate of Insignia, owns a total of 247 units of the 
Partnership.  Subsequent to December 31, 1997, Insignia Properties, L.P.,  
acquired 2,180 additional units through a tender offer.

Principles of Consolidation:  The financial statements include all the accounts
of the Partnership and its 99% owned partnership interest in Governor's Park VII
LP.  The Partnership may remove the General Partner of Governor's Park VII LP;
therefore, the partnership is controlled and consolidated by the Registrant.
All significant interpartnership balances have been eliminated.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions:  Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership Agreement.  The Partnership Agreement defines net cash from
operations as revenue received less operating expenses paid, adjusted for
certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves. In the following notes to financial
statements, whenever "net cash used in operations" is used, it has the
aforementioned meaning.  The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to net cash used in operations, as defined in the
Partnership Agreement.  However, "net cash used in operations" should not be
considered an alternative to net income as an indicator of the Partnership's
operating performance or to cash flows as a measure of liquidity.


                                                       1997             1996
                                                          (in thousands)

Net cash provided by operating activities            $  988          $1,024
   Property improvements and replacements              (996)           (512)
   Payments on mortgage notes payable                  (179)           (157)
   Changes in reserves for net operating
      liabilities                                       (64)             (3)
   Changes in restricted escrows, net                    (4)             20
   Insurance proceeds from property damage               52              --
   Additional operating reserves                         --            (374)

      Net cash used in operations                    $ (203)         $   (2)


The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve an additional $374,000 at December 31, 1996, to fund the
continuing capital improvements at the various Partnership properties.  At
December 31, 1997 no amounts were reserved to fund capital improvements.

Distributions made from reserves no longer considered necessary by the Corporate
General Partner are considered to be additional net cash from operations for
allocation purposes.  In May 1997, the Partnership distributed approximately
$300,000 to the limited partners and in April 1997, the Partnership paid
approximately $4,000 to Colorado for state tax withholdings on behalf of the
limited partners.

The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year.  Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value.  Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.

Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Governor's Park Reserve
Account until the Reserve Account is funded in an amount equal to $400 per
apartment unit for Governor's Park.

Undistributed Net Proceeds from Refinancing:  At December 31, 1997, $567,000 of
net proceeds from refinancings remained undistributed.

Allocation of Profits, Gains and Losses:  Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.

For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions.  In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership. Accordingly, net income as
shown in the statement of operations and changes in partners' capital (deficit)
for 1997 was allocated 99% to the limited partners and 1% to the general
partners.  Net income per limited partnership unit was computed by dividing the
net income allocated to the limited partners by 17,343 units outstanding.

All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.

Other Reserves:  The Corporate General Partner may designate a portion of cash
generated from operations as "other reserves" in determining net cash from
operations. The general partners designated as other reserves an amount equal to
the net liabilities related to the operations of apartment properties during the
current fiscal year that are expected to require the use of cash during the next
fiscal year.  The change in other reserves during 1997 and 1996 was
approximately ($64,000) and $(3,000) respectively, which amounts were determined
by considering changes in the balances of, receivables and deposits, other
assets, accounts payable, tenant security deposit liabilities, accrued property
taxes and other liabilities.  At this time, the Corporate General Partner
expects to continue to adjust other reserves based on the net change in the
aforementioned account balances.

Restricted Escrows:  At the time of the refinancing of the Governor's Park
mortgage note payable in 1993, a General Reserve Account was established with
the refinancing proceeds from Governor's Park.  These funds were established to
cover necessary repairs and replacements of existing improvements, debt service,
out of pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance premiums.  The Partnership is
required to deposit and maintain net operating income (as defined in the
mortgage note) to the Governor's Park reserve account until it equals $400 per
apartment unit or $75,200 in total.  The balance in the reserve account at
December 31, 1997, is approximately $86,000, which includes interest earned on
these funds.

Escrows for Taxes:  Escrows for Hickory Ridge are held by the lender.  Escrows
for Governor's Park are held by the Partnership.  All escrowed funds are
designated for the payment of real estate taxes.  These escrows totaling
approximately $142,000 are included in receivables and deposits.

Depreciation:  Depreciation is calculated by the straight-line method over the
estimated lives of the apartment properties and related personal property.  For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 19 years for additions prior to January 1, 1987, and (2)
for personal property over 5  years for additions prior to January 1, 1987.  As
a result of the Tax Reform Act of 1986, for additions after December 31, 1986,
the modified accelerated cost recovery method is used for depreciation of (1)
real property additions over 27 1/2 years and (2) personal property additions
over 7 years.

Loan Costs:  Loan costs of approximately $304,000, net of accumulated
amortization of approximately $138,000, are included in other assets and are
being amortized on a straight-line basis over the life of the related loans.

Advertising Costs:  Advertising costs of approximately $59,000 in 1997 and
$47,000 in 1996 were charged to expense as incurred and are included in
operating expenses.

Cash and Cash Equivalents:  Includes cash on hand and in banks, money market
funds, and certificates of deposit with original maturities less than 90 days.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Tenant Security Deposits:  The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits.  The security deposits are refunded when the tenant
vacates provided the tenant has not damaged its space and is current on its
rental payments.

Leases:  The Partnership generally leases apartment units for twelve-month terms
or less.  The Partnership recognizes income as earned on its leases.  In
addition, management finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expense as incurred.

Investment Properties:  Investment properties are stated at cost.  Acquisition
fees are capitalized as a cost of real estate.  The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.  For the years ended December 31, 1997 and 1996, no
adjustments for impairment of value were recorded.

Fair Value of Financial Instruments:  The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments.  The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates its carrying balance.

Reclassifications:  Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.

NOTE B - MORTGAGE NOTES PAYABLE

The principle terms of notes payable are as follows (dollars in thousands):


                    Principal    Monthly                        Principal
                   Balance At    Payment     Stated              Balance
                  December 31,  Including   Interest  Maturity   Due At
  Property            1997      Interest      Rate       Date   Maturity

Hickory Ridge      $ 6,502        $ 51       7.50%    03/01/01   $6,057

Governor's Park
 1st mortgage        4,530          35       7.83%    10/15/03    4,083
 2nd mortgage          147           1       7.83%    10/15/03      147

                    11,179        $ 87
Less unamortized
 discounts             (63)

                   $11,116

The mortgage notes payable are non-recourse and are secured by pledge of all of
the Partnership's apartment properties and by pledge of revenues from the
apartment properties.  Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.

Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):


                   1998                             $   194
                   1999                                 209
                   2000                                 225
                   2001                               6,164
                   2002                                  87
                   Thereafter                         4,300

                                                    $11,179

NOTE C - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The following is a reconciliation of reported net income and Federal taxable
income (in thousands, except per unit data):


                                               1997           1996

Net income as reported                        $ 123          $ 220
Add (deduct):
 Depreciation differences                      (126)          (128)
 Unearned income                                 21             (8)
 Casualty                                        15
 Other                                           18             10

Federal taxable income                        $  51          $  94

Federal taxable income per limited
    partnership unit                          $2.91          $5.37

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):


    Net assets as reported                     $ 1,191
    Buildings                                    2,770
    Accumulated depreciation                    (4,338)
    Syndication fees                             2,292
    Other                                           26

    Net assets - tax basis                     $ 1,941


NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
Insignia and its affiliates were incurred in 1997 and 1996 (in thousands):


<TABLE>
<CAPTION>
                                                  For the Years Ended December 31,
                                                          1997        1996
<S>                                                      <C>         <C>
Property management fees (included in operating           $184        $182
 expenses)
Reimbursement for services of affiliates, including
 approximately $51,000 and $18,000 of construction
 oversight reimbursements in 1997 and 1996,
 respectively (included in operating, general and
 administrative expenses and investment properties)        136          97
</TABLE>

For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner.  An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy.  The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who receives payment on these
obligations from the agent.  The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations is not significant.

During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnerships) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 7,000 of the outstanding units
of limited partnership interest in the Partnership at $350 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 17, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 17, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Corporate General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates that
provide property management services to the Partnership's properties, the manner
in which the Purchaser votes its limited partner interests in the Partnership
may not always be consistent with the best interests of the other limited
partners.  During February 1998, the tender offers were completed and Insignia
Properties, L.P., an affiliate of Insignia, tendered 2,180 units of limited
partnership interest in the Partnership.

NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION

Apartment Properties:
(in thousands)

                                             Initial Cost
                                            To Partnership

                                                  Buildings        Cost
                                                 and Related   Capitalized
                                                   Personal   Subsequent to
Description             Encumbrances     Land      Property    Acquisition

Hickory Ridge Apts.      $ 6,502        $1,060      $11,839       $ 1,007
 Memphis, Tennessee

Governor's Park Apts.      4,677           714        6,496           331
 Ft. Collins, Colorado

   Totals                $11,179        $1,774      $18,335       $ 1,338


<TABLE>
<CAPTION>
                         Gross Amount At Which Carried
                             At December 31, 1997

                                  Buildings
                                 And Related
                                  Personal           Accumulated     Date of       Date    Depreciation
Description                Land   Property   Total   Depreciation  Construction  Acquired  Life-Years
<S>                     <C>      <C>       <C>         <C>          <C>         <C>          <C>
Hickory Ridge Apts.      $1,060   $12,846   $13,906     $6,833       1971-1973   08/27/85     5-29
Memphis, Tennessee

Governor's Park Apts.
Ft. Collins, Colorado       714     6,827     7,541      3,073          1983     09/30/85     5-39

Totals                   $1,774   $19,673   $21,447     $9,906
</TABLE>


Reconciliation of "Real Estate and Accumulated Depreciation:"


                                           Years Ended December 31,
                                             1997           1996
Real Estate

Balance at beginning of year               $20,553        $20,041
 Property improvements                         996            512
 Disposal of property                         (102)            --

Balance at End of Year                     $21,447        $20,553

Accumulated Depreciation

Balance at beginning of year               $ 9,134        $ 8,376
 Additions charged to expense                  806            758
 Disposal of property                          (34)            --

Balance at End of Year                     $ 9,906        $ 9,134

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $24,217,000 and $23,273,000,
respectively.  The accumulated depreciation taken for Federal income tax
purposes at December 31, 1997 and 1996, is approximately $14,244,000 and
$13,311,000.

NOTE F - SUBSEQUENT EVENT

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None


                                      PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

The Registrant has no officers or directors.  The Individual and Corporate
General Partners are as follows:

Individual General Partner - N. Barton Tuck, Jr., age 59, is the Individual
General Partner of the Registrant.  Mr. Tuck is Chairman of GolfSouth
Management, Inc.  Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership).  For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company.  From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has
been engaged in arranging equity investments for individuals and partnerships.
Mr. Tuck is a graduate of the University of North Carolina.  Mr. Tuck has
delegated to the Corporate General Partner all of his authority, as a general
partner of the Partnership, to manage and control the Partnership and its
business and affairs.

Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty VII
Corporation are set forth below.  There are no family relationships between or
among any officers or directors.


     NAME OF INDIVIDUAL            POSITION                   AGE

     William H. Jarrard, Jr.       President/Director          51

     Ronald Uretta                 Vice President/Treasurer    41

     Martha L. Long                Controller                  38

     Daniel M. LeBey               Vice President/Secretary    32

     Robert D. Long, Jr.           Vice President              30

     Kelley M. Buechler            Assistant Secretary         40


William H. Jarrard, Jr. has been President and Director of the Corporate General
Partner since August 1994.  He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporate General Partner since May
1997.  Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.

Ronald Uretta has been Vice President and Treasurer of the Corporate General
Partner since August 1994 and Insignia's Treasurer since January 1992.  Since
August 1996, he has also served as Insignia's Chief Operating Officer.  He has
also served as Insignia's Secretary from January 1992 to June 1996 and as
Insignia's Chief Financial Officer from January 1992 to August 1996.

Martha L. Long has been Controller of the Corporate General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997.  In June 1994, Ms. Long joined Insignia as its Controller
and was promoted to Senior Vice President - Finance in January 1997.  Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank in Greenville, South Carolina.

Robert D. Long, Jr. has been Vice President of the Corporate General Partner
since January 2, 1998.  Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993.  Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries.  Mr.
Long was an accountant for Insignia until joining MAE in 1993.  Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.

Daniel M. LeBey has been Vice President and Secretary of the Corporate General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997.  Since July 1996 he has also served as Insignia's Associate General
Counsel.  From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
since June 1996 and Assistant Secretary of Insignia since January 1991.


ITEM 10.    EXECUTIVE COMPENSATION

Neither the Individual General Partner nor any of the directors or officers of
the Corporate General Partner received any remuneration from the Registrant.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as provided below, as of February 28, 1998, no person or entity was known
by the Registrant to be the beneficial owner of more than 5% of the Limited
Partnership Units of the Registrant.

                                       Number of    Percent of
Name and Address                         Units         Total

Insignia Properties, L.P.                2,427        13.99%
One Insignia Financial Plaza
Greenville, SC 29602

Insignia Properties, L.P. is an affiliate of Insignia (See Item 1).

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

No director or officer of the Corporate General Partner owns any Units.  The
Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement governing the Partnership.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Individual General Partner and the Corporate General Partner received no
cash distributions from operations as General Partners during, or with respect
to, the fiscal year ended December 31, 1997.  For a description of the share of
cash distributions from operations, if any, to which the general partners are
entitled, reference is made to the material contained in the Prospectus under
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.

The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transaction with Insignia
and its affiliates were incurred in 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
                                                    For the Years Ended December 31,
                                                          1997              1996
<S>                                                      <C>               <C>
Property management fees                                  $184              $182
Reimbursement for services of affiliates, including
 approximately $51,000 and $18,000 of construction
 oversight reimbursements in 1997 and 1996,
 respectively                                              136                97
</TABLE>

For a more detailed description of the management fee that Insignia Residential
Group, L.P. is entitled to receive, see the material contained in the Prospectus
under the heading CONFLICTS OF INTEREST - Property Management Services.

For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner.  An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy.  The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who receives payment on these
obligations from the agent.  The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations is not significant.


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits:

     Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.

(b)  Reports on Form 8-K filed in the fourth quarter of fiscal year 1997:

     None.

                                     SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                  SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                                  By:    Shelter Realty VII Corporation
                                         Corporate General Partner


                                  By:    /s/William H. Jarrard, Jr.
                                         William H. Jarrard, Jr.
                                         President/Director


                                  Date:  March 23, 1998

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.


/s/William H. Jarrard, Jr.               Date:  March 23, 1998
William H. Jarrard, Jr.
President/Director


/s/Ronald Uretta                         Date:  March 23, 1998
Ronald Uretta   
Vice President/Treasurer

                                 EXHIBIT INDEX

Exhibit


3     See Exhibit 4(a)

4     (a) Amended and Restated Certificate and Agreement of Limited Partnership
          [included as Exhibit A to the Prospectus of Registrant dated March 18,
          1985 contained in Amendment No. 1 to Registration Statement No. 2-
          94604, of Registrant filed March 18, 1985 (the "Prospectus") and
          incorporated herein by reference].

     (b)  Subscription Agreements and Signature Pages.  [Filed with Amendment
          No. 1 of Registration  Statement No. 2-94604, of Registrant filed
          March 18, 1985 and incorporated herein by reference].

     (c)  Wrap around Deed of Trust Note and Deed of Trust and Personal Property
          Security Agreement between Boyle Trust and Investment Company and
          Shelter Properties VII to acquire Hickory Ridge  Apartments.*

     (d)  Promissory Note and Combination Deed of Trust, Security Agreement and
          Fixture Financing Statement between State Mutual Life Assurance
          Company of America and Shelter Properties VII to acquire Governor's
          Park Apartments.*

          *Filed as Exhibit 4(d) and 4(e), respectively, to Form 10-K of
          Registrant for year ended December 31, 1987 and incorporated herein by
          reference.

10(i)     Contracts related to acquisition of properties.

     (a)  Purchase Agreement dated October 8, 1984 as Amended by Addendum dated
          December 27, 1984 between Boyle and Trust and Investment Company,
          Trustee and U.S. Shelter Corporation to acquire Hickory Ridge
          Apartments.  [Filed as Exhibit 10(E) to Amendment No. I of
          Registration Statement No. 2-94604 of the Registrant filed March 18,
          1985 and incorporated herein by reference.]

     (b)  Purchase Agreement dated January 14, 1985, between NFC/TDM Joint
          Venture and U.S. Shelter Corporation to acquire Governor's Park
          Apartments. [Filed as Exhibit 10(F) to Post-Effective Amendment No. 2
          of Registration Statement No. 2-94604 of the Registrant filed June 27,
          1985 and incorporated herein by reference.]

10(ii)    Form of Management Agreement with U.S. Shelter Corporation
          subsequently assigned to Shelter Management Group, L.P. (now known as
          Insignia Management Group, L.P.).  [Filed with Amendment No. 1 of
          Registration Statement, No. 2-94604, of Registrant filed March 18,
          1985 and incorporated herein by reference.]

 (iii)    Contracts related to refinancing of debt:

     (a)  Tennessee Deed of Trust and Security Agreement dated December 28, 1988
          between Shelter Properties VII Limited Partnership and John Hancock
          Mutual Life Insurance Company relating to Hickory Ridge Apartments. *

     (b)  Promissory Note dated December 28, 1988 between Shelter Properties VII
          Limited Partnership and John Hancock Mutual Life Insurance Company, a
          Massachusetts corporation, relating to Hickory Ridge Apartments.
          First Amendment to Note and Certification and Release by Borrower
          between John Hancock Mutual Life Insurance Company and Shelter
          Properties VII Limited Partnership and dated July 5, 1992. *

          *Filed as Exhibits 10(iii) (a) and (b), respectively, to Form 10KSB
          for the year ended December 31, 1992 and incorporated herein by
          reference.

     (c)  First Deed of Trust Note dated September 30, 1993 between Governor's
          Park Apartments VII Limited Partnership and Lexington Mortgage
          Company, a Virginia corporation, relating to Governor's Park. **

     (d)  Second Deed of Trust Note dated September 30, 1993 between Governor's
          Park Apartments VII Limited Partnership and Lexington Mortgage
          Company, a Virginia corporation, relating to Governor's Park. **

     (e)  First Deed of Trust and Security Agreement between Governor's Park
          Apartments VII Limited Partnership and Lexington Mortgage Company, a
          Virginia corporation, securing Governor's Park Apartments. **

     (f)  Second Deed of Trust and Security Agreement between Governor's Park
          Apartments VII Limited Partnership and Lexington Mortgage Company, a
          Virginia corporation, securing Governor's Park Apartments. **

     (g)  First Collateral Assignment of Leases and Rents dated September 30,
          1993 between Governor's Park Apartments VII Limited Partnership and
          Lexington Mortgage Company, a Virginia corporation, securing
          Governor's Park Apartments. **

     (h)  Second Collateral Assignment of Leases and Rents dated September 30,
          1993 between Governor's Park Apartments VII Limited Partnership and
          Lexington Mortgage Company, a Virginia corporation, securing
          Governor's Park Apartments. **

          **Filed as Exhibits 10 (iii) (a) through (h) to Form 10QSB for the
          quarter ended September 30, 1993 and incorporated herein by reference.

     (i)  Note Modification Agreement and Amended and Restated Promissory Note
          both dated February 28, 1994 between Shelter Properties VII Limited
          Partnership and John Hancock Mutual Life Insurance Company relating to
          Hickory Ridge Apartments.

     (j)  Modification to Security Instruments dated February 28, 1994 between
          Shelter Properties VII Limited Partnership and John Hancock Mutual
          Life Insurance Company relating to Hickory Ridge Apartments.

          ***Filed as Exhibits 10(iii) (i) through (j) to Form 10-KSB for the
          year ended December 31, 1993 and incorporated herein by reference.

22   Subsidiaries of the Registrant

27   Financial Data Schedule

99   (a)  Prospectus of Registrant dated March 18, 1985 [included in
          Registration Statement No. 2-94604, of Registrant] and incorporated
          herein by reference.

     (b)  Agreement of Limited Partnership for Governor's Park Apartments VII
          Limited Partnership between Shelter Properties VII GP Limited
          Partnership and Shelter Properties VII Limited Partnership entered
          into September 9, 1993. ****

     (c)  Agreement of Limited Partnership for Shelter Properties VII GP Limited
          Partnership between Shelter VII Limited Partnership and Shelter Realty
          VII Corporation. ****

          ****Filed as Exhibits 28(a) and (b) to Form 10QSB dated September 30,
          1993 and incorporated herein by reference.


                                     EXHIBIT 22


                     SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                                  SUBSIDIARY LIST


Name of Subsidiary                  State of Incorporation/Formation   Date


Governor's Park Apartments VII
  Limited Partnership               South Carolina                     1993

Shelter VII GP
  Limited Partnership               South Carolina                     1993