SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            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.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                            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 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 the  Partnership'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.  $1,474,000

State the aggregate  market value of the voting  partnership  interests  held 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 December 31, 2003. No market exists for the limited  partnership
interests of the Registrant;  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Shelter  Properties VII (the  "Partnership" or "Registrant")  was organized as a
limited partnership under the laws of the State of South Carolina on 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 Corporate General Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The other general partner is AIMCO Properties, L.P., an
affiliate of the Corporate General Partner and AIMCO. The Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2024 unless
terminated prior to such date.

The  Partnership is engaged in the business of operating and holding real estate
properties  for  investment.  The  Partnership  acquired two existing  apartment
properties  and a  newly  constructed  apartment  property  during  1985  in its
acquisition  phase.  The  Partnership  continues to own and operate one of these
properties. See "Item 2. Description of Property".

Commencing  March 18, 1985 the Partnership  offered,  pursuant to a Registration
Statement filed with the Securities and Exchange Commission,  up to 40,000 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units  ($5,000),  or 2 Units  ($2,000) for an
Individual Retirement Account.

The offering  terminated on November 5, 1985. Upon  termination of the offering,
the Partnership had accepted subscriptions for 17,343 Units, including 100 Units
purchased by the Corporate  General  Partner,  for an aggregate of  $17,343,000.
Since its initial  offering,  the Partnership has not received,  nor are limited
partners required to make, any additional capital contributions.

The Partnership  has no employees.  Management and  administrative  services are
provided  by the  Corporate  General  Partner  and  by  agents  retained  by the
Corporate  General  Partner.  An affiliate of the Corporate  General Partner has
been providing such property management services.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's  property.  The number and quality of competitive  properties,
including  those which may be managed by an affiliate of the  Corporate  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  Partnership's  property  and the rents  that may be
charged  for such  apartments.  While  the  Corporate  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment units in the United States and competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartments properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although the Corporate General Partner believe that the  Partnership's  property
is  substantially in compliance with present  requirements,  the Partnership may
incur unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

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.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in a property:
<TABLE>
<CAPTION>

                                     Date of
Property                           Purchase       Type of Ownership           Use

<S>                                <C>   <C>
Governor's Park Apartments         09/30/85  Fee ownership, subject to   Apartment
  Ft. Collins, Colorado                      first mortgage (1)          188 units

(1)   Property is held by a Limited  Partnership in which the Partnership owns a
      99.99% interest.
</TABLE>

Schedule of Property

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated depreciation,  depreciable life, method of depreciation, and Federal
tax basis as of December 31, 2003.
<TABLE>
<CAPTION>

                            Gross
                           Carrying    Accumulated                          Federal
Property                    Value     Depreciation     Rate     Method     Tax Basis
                               (in thousands)                           (in thousands)
Governor's Park
<S>                        <C>           <C>         <C>                    <C>
  Apartments               $ 8,202       $ 4,522     5-39 yrs     S/L       $ 2,027
</TABLE>

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

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Partnership's property.
<TABLE>
<CAPTION>

                        Principal                                           Principal
                       Balance At      Stated                                Balance
                      December 31,    Interest     Period     Maturity       Due At
Property                  2003          Rate      Amortized     Date      Maturity (1)
                     (in thousands)                                      (in thousands)
Governor's Park
  Apartments
<S>                      <C>            <C>      <C>          <C>   <C>       <C>
  1st mortgage           $ 6,695        7.12%    240 months   03/01/22        $ --
</TABLE>

(1)   See "Item 7. Financial  Statements - Note C" for information  with respect
      to the Partnership's ability to prepay the loan and other specific details
      about the loan.

On  February  8, 2002,  the  Partnership  refinanced  the  mortgage  encumbering
Governor's  Park  Apartments.  The  refinancing  replaced the first  mortgage of
approximately  $4,234,000 and the second mortgage of approximately $147,000 with
a new mortgage of $6,990,000. The new mortgage carries a stated interest rate of
7.12% compared to the 7.83%  interest rate on the old  mortgages.  Principal and
interest payments on the mortgage of approximately $55,000 are due monthly until
the loan  matures in March 2022 at which time the loan is  scheduled to be fully
amortized.  Total  capitalized  loan  costs  were  approximately  $278,000.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $241,000 due to the write-off of unamortized  loan costs and debt
discount and prepayment penalties.

Schedule of Rental Rates and Occupancy

Average   annual   rental  rates  and  occupancy  for  2003  and  2002  for  the
Partnership's property are as follows:

                                       Average Annual              Average
                                        Rental Rates              Occupancy
                                         (per unit)
 Property                           2003           2002         2003        2002

 Governor's Park Apartments       $ 8,448         $ 8,702       90%          92%

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property is subject to competition from
other residential apartment complexes in the area. The Corporate General Partner
believes that the property is adequately  insured.  The property is an apartment
complex  which  leases its units for lease terms of one year or less.  No tenant
leases  10% or more of the  available  rental  space.  The  property  is in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates

Real estate taxes and rates in 2003 for the property were:

                                            2003            2003
                                           Billing          Rate
                                       (in thousands)

       Governor's Park Apartments           $ 71            8.8%

Capital Improvements

Governor's Park Apartments:  The Partnership completed approximately $105,000 in
capital  expenditures at Governor's  Park  Apartments,  consisting  primarily of
appliance and floor covering  replacements  and miniblind  installations.  Those
improvements   were  funded  from  operations.   The  Partnership  is  currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $103,000.  Additional improvements
may be considered  during 2004 and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 2003, no matter was submitted to a vote of
the Unit holders through the solicitation of proxies or otherwise.



<PAGE>

                                     PART II

Item 5.     Market for the Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 17,343
limited  partnership  units  ("Units"),  including  100 Units  purchased  by the
Corporate General Partner for proceeds aggregating $17,343,000.  The Partnership
currently  has 671  holders  of record  owning  an  aggregate  of 17,343  Units.
Affiliates of the Corporate  General Partner owned 11,129 Units or approximately
64.17% at December 31, 2003.  No public  trading  market has  developed  for the
Units, and it is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2003 and 2002 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                        Year Ended      Partnership       Year Ended       Partnership
                    December 31, 2003       Unit      December 31, 2002       Unit

Refinancing
<S>                        <C>              <C>             <C>    <C>       <C>
  proceeds                 $ --             $ --            $1,850 (1)       $106.67
Sale proceeds                 --               --              638 (2)         36.79
                           $ --             $ --            $2,488           $143.46
</TABLE>

(1) From the refinancing of Governor's Park Apartments in February 2002.

(2) From the sale of Hickory Ridge Apartments in July 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves, the timing of the debt maturity,
refinancing   and/or  property  sale.  The  Partnership's   cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2004 or
subsequent periods. See "Item 2. Description of Property - Capital Improvements"
for information relating to capital expenditures at the property.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 11,129 limited  partnership  units
(the "Units") in the Partnership representing 64.17% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 64.17% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $93,000  compared to net loss of  approximately  $119,000 for the
year  ended  December  31,  2002.  The  decrease  in net loss for the year ended
December 31, 2003 is due to a decrease in total expenses offset by a decrease in
total revenue.

Total revenue decreased for the year ended December 31, 2003 due to decreases in
rental and other income. Rental income decreased due to decreases in the average
occupancy  and average  annual  rental  rates at the property and an increase in
concessions and special  promotions.  Other income decreased due to decreases in
late charges and other fees and utility reimbursements.

Total  expenses  decreased  due to the  recognition  in 2002 of a loss on  early
extinguishment  of debt from the  refinancing of Governor's  Park Apartments (as
discussed  in  Liquidity  and Capital  Resources)  and a decrease in general and
administrative expenses.

General and  administrative  expenses  decreased for the year ended December 31,
2003 due to decreases in management reimbursements paid to the Corporate General
Partner,  as  allowed  under  the  Partnership  Agreement.  In  addition,  costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative expenses.

As part of the ongoing business plan of the Partnership,  the Corporate  General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. 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,  the Corporate General Partner may use rental concessions and rental
rate reductions to offset softening market conditions,  accordingly, there is no
guarantee  that the  Corporate  General  Partner  will be able to sustain such a
plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $74,000 compared to approximately  $115,000 at December 31, 2002.
The  decrease  in cash and  cash  equivalents  of  approximately  $41,000  since
December 31, 2002 is due to approximately  $173,000 and $150,000 of cash used in
financing  and  investing  activities,  respectively,  offset  by  approximately
$282,000  of cash  provided  by  operating  activities.  Cash used in  financing
activities   consisted  of  principal  payments  on  the  mortgage   encumbering
Governor's  Park  Apartments.  Cash used in  investing  activities  consisted of
property  improvements and replacements and net deposits to restricted  escrows.
The  Partnership  invests its  working  capital  reserves  in  interest  bearing
accounts.

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  investment  property to  adequately  maintain the
physical  assets and other  operating needs of the registrant and to comply with
Federal,  state,  and local legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees. The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year. The minimum amount to be budgeted is expected to be approximately
$103,000.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.  The capital  expenditures will
be incurred only if cash is available from operations and partnership  reserves.
To the  extent  that such  budgeted  capital  improvements  are  completed,  the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

On  February  8, 2002,  the  Partnership  refinanced  the  mortgage  encumbering
Governor's  Park  Apartments.  The  refinancing  replaced the first  mortgage of
approximately  $4,234,000 and the second mortgage of approximately $147,000 with
a new mortgage of $6,990,000. The new mortgage carries a stated interest rate of
7.12% compared to the 7.83%  interest rate on the old  mortgages.  Principal and
interest payments on the mortgage of approximately $55,000 are due monthly until
the loan  matures  in March of 2022 at which  time the loan is  scheduled  to be
fully amortized.  Total capitalized loan costs were approximately  $278,000. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $241,000 due to the write-off of unamortized  loan costs and debt
discount and prepayment penalties.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering the investment property of approximately $6,695,000 is
being  amortized  over 240 months with a maturity date of March 1, 2022 at which
time the loan is scheduled to be fully amortized.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2003 and 2002 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                        Year Ended      Partnership       Year Ended       Partnership
                    December 31, 2003       Unit      December 31, 2002       Unit

Refinancing
<S>                        <C>              <C>             <C>    <C>       <C>
  proceeds                 $ --             $ --            $1,850 (1)       $106.67
Sale proceeds                 --               --              638 (2)         36.79
                           $ --             $ --            $2,488           $143.46
</TABLE>

(1) From the refinancing of Governor's Park Apartments in February 2002.

(2) From the sale of Hickory Ridge Apartments in July 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves, the timing of the debt maturity,
refinancing   and/or  property  sale.  The  Partnership's   cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2004 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 11,129 limited  partnership  units
(the "Units") in the Partnership representing 64.17% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 64.17% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  financial  statements  in "Item 7.  Financial  Statements".  The  Corporate
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial  condition.  The preparation of consolidated  financial  statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements

SHELTER PROPERTIES VII LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

      Independent Auditors' Report

      Consolidated Balance Sheet - December 31, 2003

      Consolidated  Statements of Operations - Years ended December 31, 2003
      and 2002

      Consolidated  Statements of Changes in Partners' Deficit - Years ended
      December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended December 31, 2003
      and 2002

      Notes to Consolidated Financial Statements



<PAGE>


             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,  2003,  and the related
consolidated  statements of operations,  changes in partners' deficit,  and cash
flows for each of the two years in the period ended  December  31,  2003.  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 auditing standards generally accepted
in the United States. 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 financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
VII Limited  Partnership at December 31, 2003, and the  consolidated  results of
its  operations and its cash flows for each of the two years in the period ended
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States.

                                                        /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>




                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                  $ 74
   Receivables and deposits                                                      19
   Restricted escrows                                                            85
   Other assets                                                                 287
   Investment property (Notes C and D):
      Land                                                     $ 714
      Buildings and personal property                           7,488
                                                                8,202
      Less accumulated depreciation                            (4,522)        3,680
                                                                            $ 4,145

Liabilities and Partners' Deficit

Liabilities
      Tenant security deposit liabilities                                     $ 27
      Accrued property taxes                                                     71
      Other liabilities                                                         136
      Mortgage note payable (Note C)                                          6,695

Partners' Deficit
   General partners                                            $ (99)
   Limited partners (17,343 units issued and
      outstanding)                                             (2,685)       (2,784)
                                                                            $ 4,145

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>


                                                            Years Ended December 31,
                                                              2003            2002
Revenues:
<S>                                                          <C>            <C>
  Rental income                                              $ 1,335        $ 1,486
  Other income                                                   139            180
      Total revenues                                           1,474          1,666

Expenses:
  Operating                                                      504            487
  General and administrative                                      88            261
  Depreciation                                                   225            227
  Interest                                                       497            485
  Property taxes                                                  67             84
  Loss on early extinguishment of debt (Note C)                   --            241
      Total expenses                                           1,381          1,785

Net income (loss) (Note E)                                    $ 93           $ (119)

Net income (loss) allocated to general partners (1%)           $ 1            $ (1)
Net income (loss) allocated to limited partners (99%)             92           (118)

                                                              $ 93           $ (119)

Net income (loss) per limited partnership unit               $ 5.30         $ (6.80)

Distributions per limited partnership unit                    $ --          $143.46

See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP

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


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            17,343        $ 2       $17,343    $17,345

Partners' deficit at
  December 31, 2001                       17,343          (99)       (171)      (270)

Distributions paid to partners                --           --      (2,488)    (2,488)

Net loss for the year ended
  December 31, 2002                           --           (1)       (118)      (119)

Partners' deficit at
  December 31, 2002                       17,343         (100)     (2,777)    (2,877)

Net income for the year ended
  December 31, 2003                           --            1          92         93

Partners' deficit at
  December 31, 2003                       17,343       $ (99)     $(2,685)   $(2,784)

See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                       2003          2002
Cash flows from operating activities:
<S>                                                                    <C>          <C>
  Net income (loss)                                                    $ 93         $ (119)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                         225          227
     Amortization of discounts and loan costs                              14           13
     Loss on early extinguishment of debt                                  --          241
     Change in accounts:
      Receivables and deposits                                             13           55
      Other assets                                                        (25)           1
      Accounts payable                                                     (6)         (13)
      Tenant security deposit liabilities                                  (4)          (4)
      Accrued taxes                                                       (16)         (18)
      Other liabilities                                                   (12)          17
          Net cash provided by operating activities                       282          400

Cash flows from investing activities:
  Property improvements and replacements                                 (105)         (68)
  Net (deposits to) withdrawals from restricted escrows                   (45)          36
          Net cash used in investing activities                          (150)         (32)

Cash flows from financing activities:
  Proceeds from mortgage note payable                                      --        6,990
  Debt extinguishment cost                                                 --         (179)
  Payments on mortgage note payable                                      (173)        (129)
  Repayment of mortgage note payable                                       --       (4,381)
  Distributions to partners                                                --       (2,488)
  Loan costs paid                                                          --         (278)
          Net cash used in financing activities                          (173)        (465)

Net decrease in cash and cash equivalents                                 (41)         (97)
Cash and cash equivalents at beginning of year                            115          212

Cash and cash equivalents at end of year                               $ 74         $ 115

Supplemental disclosure of cash flow information:
  Cash paid for interest                                               $ 484        $ 458

See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP

                 Notes to Consolidated Financial Statements

                                December 31, 2003


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 on 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 Corporate General Partner is
a subsidiary of Apartment  Investment  Management Company ("AIMCO"),  a publicly
traded  real  estate  investment  trust.  The  other  general  partner  is AIMCO
Properties,  L.P., an affiliate of the Corporate  General Partner and AIMCO. The
Partnership  Agreement provides that the Partnership is to terminate on December
31,  2024  unless  terminated  prior to such  date.  The  Partnership  commenced
operations  on August  27,  1985 and  completed  its  acquisition  of  apartment
properties on December 6, 1985.  The  Partnership  owns one  apartment  property
located in Colorado.

Principles of Consolidation:

The  Partnership's   financial  statements  include  all  the  accounts  of  the
Partnership  and its  99.99%  owned  partnership.  The  general  partner  of the
consolidated  partnership is Shelter Realty VII Corporation.  Shelter Realty VII
Corporation  may be  removed by the  Partnership;  therefore,  the  consolidated
partnership is controlled and consolidated by the  Partnership.  All significant
interpartnership transactions have been eliminated.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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 including
reserve  amounts  deemed  necessary by the  Corporate  General  Partner.  In the
following notes to the  consolidated  financial  statements,  whenever "net cash
from operations" is used, it has the aforementioned  meaning. The following is a
reconciliation  of the subtotal in the accompanying  consolidated  statements of
cash flows  captioned  "net cash provided by operating  activities" to "net cash
from operations",  as defined in the Partnership  Agreement.  However, "net cash
from  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.

                                                        Years Ended December 31,
                                                             2003          2002
                                                              (in thousands)

Net cash provided by operating activities                   $ 282         $ 400
  Property improvements and replacements                      (105)         (68)
  Payments on mortgage notes payable                          (173)        (129)
  Changes in reserves for net operating liabilities             50          (38)
  Changes in restricted escrows, net                           (45)          36
  Additional reserves                                           (9)        (201)
Net cash from operations                                     $ --          $ --

For the years ended  December 31, 2003 and 2002, the Corporate  General  Partner
reserved  approximately  $9,000  and  $201,000,  respectively,  to fund  capital
improvements and repairs at the Partnership's property.

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.

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%.

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.

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
(loss) as shown in the statement of operations and changes in partners'  deficit
for 2003  and  2002 was  allocated  99% to the  limited  partners  and 1% to the
general partners. Net income (loss) per limited partnership unit was computed by
dividing the net income (loss) 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
Corporate  General  Partner  designated as other reserves an amount equal to the
net liabilities  related to the operations of the apartment  property during the
current fiscal year that are expected to require the use of cash during the next
fiscal  year.  The  increase in other  reserves  during  2003 was  approximately
$50,000,  compared to the decrease of  approximately  $38,000 during 2002. These
amounts were  determined by considering  changes in the balance of,  receivables
and  deposits,   other  assets,   accounts  payable,   tenant  security  deposit
liabilities,  accrued property taxes due to affiliate 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.

Cash and Cash Equivalents:

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $67,000 at  December  31,  2003 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Restricted Escrows:

Approximately  $85,000 of  replacement  reserves is on deposit with the mortgage
holder, as required by the mortgage agreement.

Investment Property:

Investment  property  consists  of an  apartment  complex and is stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  Expenditures  in
excess of $250 that  maintain an existing  asset which has a useful life of more
than  one  year  are  capitalized  as  capital   replacement   expenditures  and
depreciated  over the  estimated  useful  life of the  asset.  Expenditures  for
ordinary  repairs,  maintenance  and  apartment  turnover  costs are expensed as
incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   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.  No  adjustments  for impairment of value
were recorded in the years ended December 31, 2003 and 2002.

Depreciation:

Depreciation is calculated by the  straight-line  method over the estimated life
of the apartment property and related personal property.  For Federal income tax
purposes, the accelerated cost recovery method is used for real property over 18
years for  additions  after March 15, 1984 and before May 9, 1985,  and 19 years
for additions  after May 8, 1985, and before 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
over 27 1/2 years and (2) personal property additions over 5 years.

Loan Costs:

Loan  Costs  of  approximately  $275,000,  net of  accumulated  amortization  of
approximately $24,000, are included in other assets and are being amortized over
the life of the loan. Amortization expense was approximately $14,000 and $13,000
for the years ended December 31, 2003 and 2002, respectively, and is included in
interest expense.  Amortization expense is expected to be approximately  $14,000
for each of the years 2004 through 2008.

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.  Deposits are
refunded when the tenant vacates,  provided the tenant has not damaged its space
and is current on rental payments.

Fair Value of Financial Instruments:

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's   debt  at  the  Partnership's   incremental   borrowing  rate  is
approximately $7,216,000.

Leases:

The Partnership generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on its  leases.  The  Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current  tenants and all  receivables  due from former  tenants.  In
addition,  the Corporate General Partner's policy is to offer rental concessions
during  particularly  slow months or in response to heavy competition from other
similar  complexes in the area.  Any  concessions  given at the inception of the
lease are amortized over the life of the lease.

Advertising Costs:

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $27,000 and $24,000 for the years ended December 31, 2003 and
2002, respectively, were charged to operating expense.

Segment Reporting:

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also established standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS 131, the Partnership has only one reportable segment.

Note B - 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from the  Partnership's  property for  providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $73,000 and
$84,000 for the years ended December 31, 2003 and 2002,  respectively,  which is
included in operating expenses.

An  affiliate  of the  Corporate  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $56,000 and
$105,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included  in general  and  administrative  expenses.  At December  31,  2003,  a
receivable  from  an  affiliate  of  the  Corporate   General  Partner  for  the
overpayment of 2003 accountable  administrative expenses of approximately $4,000
is included in receivables and deposits on the accompanying consolidated balance
sheet.  For the years ended December 31, 2003 and 2002, the first three quarters
were  based  on  estimated  amounts  and in the  fourth  quarter  of  2003,  the
reimbursement  of  accountable  administrative  expenses was  adjusted  based on
actual costs (see "Note F").

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $20,000
and $25,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 11,129 limited  partnership  units
(the "Units") in the Partnership representing 64.17% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 64.17% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Note C - Mortgage Note Payable

The principal terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                         Principal      Monthly                             Principal
                         Balance At     Payment     Stated                   Balance
                        December 31,   Including   Interest   Maturity       Due At
                            2003       Interest      Rate       Date        Maturity
Property                     (in thousands)                              (in thousands)

Governor's Park
  Apartments
<S>                       <C>             <C>       <C>       <C>   <C>       <C>
  1st mortgage            $ 6,695         $ 55      7.12%     03/01/22        $ --
</TABLE>

On  February  8, 2002,  the  Partnership  refinanced  the  mortgage  encumbering
Governor's  Park  Apartments.  The  refinancing  replaced the first  mortgage of
approximately  $4,234,000 and the second mortgage of approximately $147,000 with
a new mortgage of $6,990,000. The new mortgage carries a stated interest rate of
7.12% compared to the 7.83%  interest rate on the old  mortgages.  Principal and
interest payments on the mortgage of approximately $55,000 are due monthly until
the loan  matures in March 2022 at which time the loan is  scheduled to be fully
amortized.  Total  capitalized  loan  costs  were  approximately  $278,000.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $241,000 due to the write-off of unamortized  loan costs and debt
discount and prepayment penalties.

The  mortgage  note  payable  is  nonrecourse  and is  secured  by pledge of the
Partnership's  rental  property  and by  pledge  of  revenues  from  the  rental
property.  Prepayment  penalties  are  required  if  repaid  prior to  maturity.
Further, the property may not be sold subject to existing indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2003 are as follows (in thousands):

                               2004              $ 186
                               2005                 199
                               2006                 214
                               2007                 230
                               2008                 247
                            Thereafter          $ 5,619
                               Total            $ 6,695

Note D - Real Estate and Accumulated Depreciation


                                                Initial Cost
                                               To Partnership
                                               (in thousands)

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

Governor's Park
  Apartments                $ 6,695         $ 714        $ 6,496       $ 992

<TABLE>
<CAPTION>

                             Gross Amount At Which Carried
                                  At December 31, 2003
                                     (in thousands)

                           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>    <C>
Governor's Park   $ 714     $7,488    $8,202     $4,522        1983     09/30/85     5-39
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                  December 31,
                                              2003           2002
                                                 (in thousands)
Real Estate
Balance at beginning of year                $ 8,097         $ 8,029
  Property improvements                         105              68
Balance at end of year                      $ 8,202         $ 8,097

Accumulated Depreciation
Balance at beginning of year                $ 4,297         $ 4,070
  Additions charged to expense                  225             227
Balance at end of year                      $ 4,522         $ 4,297

The  aggregate  cost of investment  property for Federal  income tax purposes at
December  31,  2003  and  2002  is  approximately   $8,746,000  and  $8,641,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2003 and 2002 is  approximately  $6,719,000  and  $6,385,000,
respectively.

Note E - 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 consolidated 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  (loss) and Federal
taxable loss (in thousands, except per unit data):

                                                     2003         2002

Net income (loss) as reported                        $ 93        $ (119)
Add (deduct):
   Depreciation differences                           (109)         (99)
   Unearned income                                       6           12
   Other                                               (37)         (46)

Federal taxable loss                                $ (47)       $ (252)

Federal taxable loss per limited
   partnership unit                                $ (2.68)     $(14.36)

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

               Net liabilities as reported           $(2,784)
               Buildings                                 544
               Accumulated depreciation               (2,197)
               Syndication fees                        2,292
               Other                                      66

               Net liabilities - tax basis           $(2,079)

Note F - Fourth-Quarter Adjustment

The Partnership's policy is to record management reimbursements to the Corporate
General Partner as allowed under the Partnership Agreement on a quarterly basis,
using estimated financial information furnished by an affiliate of the Corporate
General Partner.  For the first three quarters of 2003, these  reimbursements of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded an adjustment to management
reimbursements to the Corporate General Partner of approximately  $47,000 due to
a difference in the estimated  costs and the actual costs  incurred.  The actual
management  reimbursements  to the Corporate  General Partner for the year ended
December  31, 2003 were  approximately  $55,000,  as  compared to the  estimated
management  reimbursements  to the Corporate General Partner for the nine months
ended September 30, 2003 of approximately $76,000.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.



<PAGE>



Item 8.     Changes in and Disagreements  with Accountants on Accounting and
            Financial Disclosure

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>



                                    PART III

     Item 9. Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act

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

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K. Kompaniez has been Director of the Corporate  General Partner since
February  2004.  Mr.  Kompaniez  has  been  Vice  Chairman  of the  Board of
Directors  of AIMCO  since  July 1994 and was  appointed  President  in July
1997.  Mr.  Kompaniez  has also  served as Chief  Operating  Officer  of NHP
Incorporated  after it was  acquired  by AIMCO in December  1997.  Effective
April 1, 2004, Mr.  Kompaniez  resigned as President of AIMCO. Mr. Kompaniez
will continue in his role as Director of the Corporate  General  Partner and
Vice  Chairman of AIMCO's Board and will serve AIMCO on a variety of special
and ongoing projects in an operating role.

Martha  L.  Long  has been a  Director  and  Senior  Vice  President  of the
Corporate  General Partner since February 2004. Ms. Long has been with AIMCO
since  October  1998 and has  served  in  various  capacities.  From 1998 to
2001,  Ms. Long served as Senior Vice  President and Controller of AIMCO and
the  Corporate  General  Partner.  During 2002 and 2003,  Ms. Long served as
Senior Vice President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed  Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Corporate  General  Partner in February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Corporate General Partner in February 2004 and of AIMCO in February 2003.
Ms. Fielding previously served as Senior Vice President - Securities and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Corporate  General Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer  of the  Corporate  General  Partner  in  February  2004 and of AIMCO in
January 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real
Estate,  serving as Chief Accounting Officer & Global Controller from April 2002
to January  2004 and as Chief  Technical  Advisor from March 2000 to April 2002.
Prior to joining GE Real  Estate,  Mr.  Herzog was at Deloitte & Touche LLP from
1990 until 2000,  including a two-year  assignment  in the real estate  national
office.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Partnership.



<PAGE>


Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person or entity was known by the  Partnership  to be
the  beneficial  owner of more than 5% of the Limited  Partnership  Units of the
Partnership as of December 31, 2003.

                Name and Address           Number of Units   Percentage of Total

       Madison River Properties, LLC            2,180               12.57%
         (an affiliate of AIMCO)
       Cooper River Properties, LLC             1,450                8.36%
         (an affiliate of AIMCO)
       AIMCO Properties, L.P.                   7,252               41.82%
         (an affiliate of AIMCO)
       AIMCO IPLP, L.P.                           247                1.42%
          (an affiliate of AIMCO)

AIMCO IPLP, L.P.  (formerly  known as Insignia  Properties,  L.P.),  Madison
River Properties,  LLC and Cooper River  Properties,  LLC are all indirectly
ultimately  owned by AIMCO.  Their business  addresses are 55 Beattie Place,
Greenville, SC 29602.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  owned  by  AIMCO.  Its
business  address  is  4582 S.  Ulster  St.  Parkway,  Suite  1100,  Denver,
Colorado 80237.

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.  AIMCO Properties,  L.P., the
other general partner, owns 7,252 Units.

Item 12.    Certain Relationships and Related Transactions

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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from the  Partnership's  property for  providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $73,000 and
$84,000 for the years ended December 31, 2003 and 2002,  respectively,  which is
included in operating expenses.

An  affiliate  of the  Corporate  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $56,000 and
$105,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included  in general  and  administrative  expenses.  At December  31,  2003,  a
receivable  from  an  affiliate  of  the  Corporate   General  Partner  for  the
overpayment of 2003 accountable  administrative expenses of approximately $4,000
is included in receivables and deposits on the accompanying consolidated balance
sheet.  For the years ended December 31, 2003 and 2002, the first three quarters
were  based  on  estimated  amounts  and in the  fourth  quarter  of  2003,  the
reimbursement  of  accountable  administrative  expenses was  adjusted  based on
actual costs.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $20,000
and $25,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 11,129 limited  partnership  units
(the "Units") in the Partnership representing 64.17% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 64.17% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions with respect to the  Partnership.  Although the Corporate
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO, as its sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index Attached.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2003:

            None.

Item 14.    Principal Accounting Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $32,000 and $31,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $10,000 and $16,000, respectively.




<PAGE>


                                   SIGNATURES



In accordance with the  requirements 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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 26, 2004


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


/s/Peter K. Kompaniez         Director                      Date: March 26, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 26, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 26, 2004
Thomas M. Herzog              Chief Accounting Officer



<PAGE>



                                  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].

       (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)(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].

10(iii)           Contracts related to refinancing of debt:

 2.1(k)           Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  February  6, 2002,  between  Governor's  Park  Apartments  VII
                  Limited  Partnership  and ARCS  Commercial  Mortgage Co., L.P.
                  related to Governor's Park Apartments.

22                Subsidiaries of the Registrant

31.1              Certification   of  equivalent  of  Chief  Executive   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

31.2              Certification   of  equivalent  of  Chief  Financial   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

32.1              Certification  Pursuant  to 18  U.S.C.  Section  1350,  as
                  Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                  of 2002.

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  10-QSB  dated
                  December 31, 1993 and incorporated herein by reference.




<PAGE>



                                   EXHIBIT 22


                 SHELTER PROPERTIES VII LIMITED PARTNERSHIP


                                 Subsidiary List



                                        State of Incorporation/
         Name of Subsidiary                    Formation                  Date

Governor's Park Apartments VII
  Limited Partnership                       South Carolina                1993

Shelter VII GP Limited Partnership          South Carolina                1993




<PAGE>




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed  this annual  report on Form 10-KSB of Shelter  Properties
      VII Limited Partnership;

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

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

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date:  March 26, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  Shelter  Realty VII
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have reviewed  this annual  report on Form 10-KSB of Shelter  Properties
      VII Limited Partnership;

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

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

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 26, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer of Shelter  Realty VII  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                           As Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual Report on Form 10-KSB of Shelter  Properties  VII
Limited Partnership (the "Partnership"), for the year ended December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 26, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 26, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.