SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                               FORM 10-K

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

For the year ended December 31, 1996

/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

For the transition period from _______________ to ______________

Commission file number 0-19232

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

        Delaware                            23-2581971
_________________________________________________________________
(State of Organization)      (I.R.S. Employer Identification No.)

Suite 275, 7 E. Skippack Pike, Ambler, Pennsylvania      19002
_________________________________________________________________
       (Address of principal executive offices)        (Zip Code)

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

Securities registered pursuant to Section 12 (b) of the Act:

                                            Name of Each Exchange
        Title of Each Class                  on Which Registered

               None                            Not applicable

Securities registered pursuant to Section 12 (g) of the Act:

                     Limited Partnership Interests

                             Title of Class

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

The number of outstanding limited partnership units of the
Registrant at December 31, 1996 is 65,589.

There is no public market for these securities.

The index of Exhibits is located on page 10.
                                   1

                                 PART I

Item 1.  BUSINESS

     Fidelity Leasing Income Fund VII, L.P. (the "Fund"), a
Delaware limited partnership, was organized in 1989 and acquires
equipment, primarily computer equipment, including, printers,
tape and disk storage devices, data communications equipment,
computer terminals, technical workstations as well as networking
equipment, which is leased to third parties on a short-term
basis.  The Fund's principal objective is to generate leasing
revenues for distribution.  The Fund manages the equipment,
releasing or disposing of equipment as it comes off lease in
order to achieve its principal objective.  The Fund will not
borrow funds to purchase equipment.

     The Fund generally acquires equipment subject to a lease.
Purchases of equipment for lease are typically made through
equipment leasing brokers, under a sale-leaseback arrangement
directly from lessees owning equipment, from the manufacturer
either pursuant to a purchase agreement relating to significant
quantities of equipment or on an ad hoc basis to meet the needs
of a particular lessee.

     The equipment leasing industry is highly competitive.  The
Fund competes with leasing companies, equipment manufacturers and
distributors, and entities similar to the Fund (including similar
programs sponsored by the General Partner), some of which have
greater financial resources than the Fund and more experience in
the equipment leasing business than the General Partner.  Other
leasing companies and equipment manufacturers and distributors
may be in a position to offer equipment to prospective lessees on
financial terms which are more favorable than those which the
Fund can offer.  They may also be in a position to offer trade-
in-privileges, maintenance contracts and other services which the
Fund may not be able to offer.  Equipment manufacturers and
distributors may offer to sell equipment on terms and conditions
(such as liberal financing terms and exchange privileges) which
will afford benefits to the purchaser similar to those obtained
through leases.  As a result of the advantages which certain of
its competitors may have, the Fund may find it necessary to lease
its equipment on a less favorable basis than certain of its
competitors.

     The computer equipment industry is extremely competitive as
well.  Competitive factors include pricing, technological
innovation and methods of financing.  Certain manufacturer-
lessors maintain advantages through patent protection, where
applicable, and through product protection by the use of a policy
which combines service and hardware benefits with payment for
such benefits accomplished through a single periodic charge.

     A brief description of the types of equipment in which the
Fund has invested as of December 31, 1996, together with
information concerning the users of such equipment is contained
in Item 2, following.

     The Fund does not have any employees.  All persons who work
on the Fund are employees of the General Partner.
                                 2


Item 2.  PROPERTIES

     The following schedules detail the type and aggregate
purchase price of the various types of equipment acquired and
leased by the Fund as of December 31, 1996, along with the
percentage of total equipment represented by each type of
equipment, a breakdown of equipment usage by industrial
classification and the average initial term of leases:

                                  Purchase Price      Percentage of
Type of Equipment Acquired         of Equipment      Total Equipment

Communication Controllers         $ 1,981,816           10.08%
Disk Storage Systems                7,400,989           37.64
Mini Computer Systems                 365,416            1.86
Network Communications                528,917            2.69
Personal Computers, Terminals
  and Display Stations              4,289,436           21.81
Printers                            2,638,645           13.42
Other                               2,457,213           12.50
                                  ___________          ______
Totals                            $19,662,432          100.00%
                                  ===========          ======

                      Breakdown of Equipment Usage
                      By Industrial Classification


                                 Purchase Price     Percentage of
Type of Business                  of Equipment      Total Equipment

Computers/Data Processing          $ 1,194,957          6.08%
Diversified Financial/
  Banking/Insurance                  7,626,457         38.78
Manufacturing/Refining               4,897,220         24.91
Retailing/Consumer Goods             4,739,254         24.10
Telephone/Telecommunications         1,204,544          6.13
                                   ___________        ______

Totals                             $19,662,432        100.00%
                                   ===========        ======

Average Initial Term of Leases (in months):  39



Item 3. LEGAL PROCEEDINGS

     Not applicable.



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

     Not applicable.


                                  3

                               PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
         HOLDER MATTERS

     (a) The Fund's limited partnership units are not publicly
         traded.  There is no market for the Fund's limited
         partnership units and it is unlikely that any
         will develop.

     (b) Number of Equity Security Holders:

                                   Number of Partners
         Title of Class          as of December 31, 1996

Limited Partnership Interests               2,307

General Partnership Interest                    1

<TABLE>
Item 6.  SELECTED FINANCIAL DATA
         <CAPTION>

                                   For the Years Ended December 31,

                   1996           1995         1994          1993            1992
<S>               <C>          <C>           <C>           <C>            <C>
Total Income      $ 5,778,248  $5,636,048    $8,309,679    $9,881,829     $9,655,903
Net Income (Loss)     604,654     (17,688)      440,247       383,537        622,020
Distributions to
 Partners             600,000   3,577,138     4,211,302     5,474,654      4,613,818
Net Income (Loss)
 per Equivalent Limited
 Partnership Unit       19.23       (0.50)         9.16          6.08           8.87
Weighted Average Number
 of Equivalent Limited
 Partnership Units
 Outstanding During
 the Year              31,096      35,095        43,457        54,121         64,912
</TABLE>
<TABLE>
                                             December 31,

                   1996           1995           1994          1993            1992
<S>              <C>          <C>           <C>           <C>             <C>
Total Assets     $10,941,033  $11,594,773   $15,723,457   $20,906,034    $26,742,013
Equipment under
 Operating Leases
 and Equipment
 Held for Sale or
 Lease (Net)       7,734,171    8,696,769    10,164,497    12,777,429     18,523,597
Net Investment in
 Direct Financing
 Leases               29,334       38,961        47,752        55,776           -
Limited Partnership
 Units 	               65,589       68,718        69,572        71,593         76,026
Limited Partners       2,307        2,396         2,423         2,455          2,581
</TABLE>






                                 4
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Results of Operations

     Fidelity Leasing Income Fund VII, L.P. had revenues of $5,778,248,
$5,636,048 and $8,309,679 for the years ended December 31, 1996, 1995
and 1994, respectively.  Rental income from the leasing of computer
equipment accounted for 87%, 94% and 91% of total revenues in 1996,
1995 and 1994, respectively.  The increase in revenues in 1996 is
primarily attributable to an increase in the net gain on sale of
equipment.  The Fund recognized a net gain on sale of equipment of
$627,800 for the year ended December 31, 1996 as compared to $76,124
for the year ended December 31, 1995.  The overall increase in revenues
in 1996 was mitigated by a decrease in both rental and interest income.
In 1996, rental income decreased by approximately $1,226,000 because of
equipment that came off lease and was re-leased at lower rental rates
or sold.  This decrease, however, was reduced by rental income of
approximately $984,000 generated from equipment on operating leases
purchased during 1996 as well as rental income earned on 1995 equipment
purchases for which a full year of rental income was earned in 1996 and
only a partial year was earned in 1995.  In addition, interest income
decreased in 1996 because of lower interest rates earned on invested
cash by the Fund.  The decrease in total revenues in 1995 mainly
resulted from the decrease in rental income.  In 1995, rental income
decreased by approximately $3,904,000 due to renewals of leases at
lower rates and lease terminations or sales of equipment.  However,
this decrease was reduced by approximately $1,612,000 of rental income
generated from equipment purchased in 1995 as well as rental income
generated from 1994 equipment purchases for which a full year of rent
was earned in 1995 and only a partial year was earned in 1994.  The
Fund recognized a net gain on sale of equipment of $76,124 and $447,736
for the twelve months ended December 31, 1995 and 1994, respectively,
which also accounts for the decrease in total revenues in 1995.

    Expenses were $5,173,594, $5,653,736 and $7,869,432 for the twelve
months ended December 31, 1996, 1995 and 1994, respectively.
Depreciation and amortization comprised 76% of total expenses in 1996,
75% of total expenses in 1995 and 83% of total expenses in 1994.  The
decrease in expenses in 1996 and 1995 was primarily related to the
decrease in depreciation expense due to equipment which came off lease,
terminated or was sold.  In 1996, 1995 and 1994, approximately
$546,000, $711,000 and $582,000, respectively was charged to write-down
of equipment to net realizable value.  The fluctuation in this account
contributed to the overall decrease in expenses in 1996 and mitigated
the overall decrease in expenses in 1995.  Currently, the Fund's
practice is to review the recoverability of its undepreciated costs of
rental equipment quarterly.  The Fund's policy, as part of this review,
is to analyze such factors as releasing of equipment, technological
developments and information provided in third party publications. In
accordance with Generally Accepted Accounting Principles, the Fund
writes down its rental equipment to its estimated net realizable value
when the amounts are reasonably estimated and only recognizes gains
upon actual sale of its rental equipment.  Any future losses are
dependent upon unanticipated technological developments affecting the
computer equipment industry in subsequent years.  The decrease in
management fee to related party, resulting from the decrease in rental
income in 1996 and 1995, also contributed to the decrease in overall
expenses during these years.
                                 5
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

     The Fund's net income (loss) was $604,654, ($17,688) and $440,247
for the years ended December 31, 1996, 1995 and 1994, respectively.
The earnings (loss) per equivalent limited partnership unit, after
earnings (loss) allocated to the General Partner, were $19.23, ($0.50)
and $9.16 based on a weighted average number of equivalent limited
partnership units outstanding of 31,096, 35,095 and 43,457 for the
years ended December 31, 1996, 1995 and 1994, respectively.

     The Fund generated funds from operations, of $4,458,863,
$4,852,588 and $7,077,709 for the purpose of determining cash available
for distribution, and distributed 13%, 74% and 54% of these amounts to
partners in 1996, 1995 and 1994, respectively, and 3%, 0% and 5% of
these amounts to partners in January and February 1997, 1996 and 1995,
respectively.  For financial statement purposes, the Fund records cash
distributions to partners on a cash basis in the period in which they
are paid.  During the fourth quarter of 1995, the General Partner
revised its policy regarding cash distributions so that the
distributions more accurately reflect the net income of the Fund over
the most recent twelve months.

Analysis of Financial Condition

     The Fund continues to purchase computer equipment for lease with
cash available from operations which is not distributed to partners.
During the years ended December 31, 1996, 1995 and 1994, the Fund
purchased $3,759,606, $4,514,330, and $5,711,158, respectively, of
equipment.

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

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


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this Item is submitted as a separate section of
this report commencing on page F-1.


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING
         AND FINANCIAL DISCLOSURE

     Not applicable.








                                  6
                                  PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     In February 1996, the Board of Directors resolved to change the
name of the General Partner from Fidelity Leasing Corporation to F.L.
Partnership Management, Inc. (FLPMI).  F.L. Partnership Management, Inc.
is a wholly owned subsidiary of Resource Leasing, Inc., a wholly owned
subsidiary of Resource America, Inc.  The Directors and Executive
Officers of FLPMI are:

     FREDDIE M. KOTEK, age 40, Chairman of the Board of Directors,
     President, and Chief Executive Officer of FLPMI since September
     1995 and Senior Vice President of Resource America, Inc. since
     1995.  President of Resource Leasing, Inc. since September 1995.
     Executive Vice President of Resource Properties, Inc. (a wholly
     owned subsidiary of Resource America, Inc.) since 1993.  Senior
     Vice President and Chief Financial Officer of Paine Webber
     Properties from 1990 to 1991.

     MICHAEL L. STAINES, age 47, Director and Secretary of FLPMI since
     September 1995 and Senior Vice President and Secretary of Resource
     America, Inc. since 1989.

     SCOTT F. SCHAEFFER, age 34, Director of FLPMI since September 1995
     and Senior Vice President of Resource America, Inc. since 1995.
     Vice President-Real Estate of Resource America, Inc. and President
     of Resource Properties, Inc. (a wholly owned subsidiary of Resource
     America, Inc.) since 1992.  Vice President of the Dover Group, Ltd.
     (a real estate investment company) from 1985 to 1992.

     Others:

     STEPHEN P. CASO, age 41, Vice President and General Counsel of
     FLPMI since 1992.

     MARIANNE T. SCHUSTER, age 38, Vice President and Controller of
     FLPMI since 1984.

     KRISTIN L. CHRISTMAN, age 29, Portfolio Manager of FLPMI since
     December 1995 and Equipment Brokerage Manager since 1993.
















                                       7


Item 11.  EXECUTIVE COMPENSATION

     The following table sets forth information relating to the
aggregate compensation earned by the General Partner of the Fund during
the year ended December 31, 1996:

     Name of Individual or      Capacities in
     Number in Group            Which Served        Compensation

     F.L. Partnership
     Management, Inc.           General Partner     $251,713(1)
                                                    ========

     (1)  This amount does not include the General Partner's share of
     cash distributions made to all partners.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     (a)  As of December 31, 1996, there was no person or group known
     to the Fund that owned more than 5% of the Fund's outstanding
     securities either beneficially or of record.

     (b)  In 1989, the General Partner contributed $1,000 to the
     capital of the Fund but it does not own any of the Fund's
     outstanding securities.  No individual director or officer of
     F.L. Partnership Management, Inc. such directors or officers as a
     group, owns more than one percent of the Fund's outstanding
     securities.  The General Partner owns a general partnership
     interest which entitles it to receive 1% of cash distributions
     until the Limited Partners have received an amount equal to the
     purchase price of their Units plus a 12% compounded Priority
     Return; thereafter 10%.  The General Partner will also share in
     net income equal to the greater of its cash distributions or 1% of
     net income or to the extent there are losses, 1% of such losses.

     (c)  There are no arrangements known to the Fund that would, at
     any subsequent date, result in a change in control of the Fund.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ended December 31, 1996, the Fund was charged
$251,713 of management fees by the General Partner.  The General
Partner will continue to receive 5% or 2% of rental payments on
equipment under operating and full pay-out leases, respectively, for
administrative and management services performed on behalf of the Fund.
Full pay-out leases are noncancellable leases for which rental payments
due during the initial term of the leases are at least sufficient to
recover the purchase price of the equipment, including acquisition
fees.  This management fee is paid monthly only if and when the Limited
Partners have received distributions for the period from January 1,
1991 through the end of the most recent quarter equal to a return for
such period at a rate of 12% per year on the aggregate amount paid for
their units.





                                 8
Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

     The General Partner may also receive up to 3% of the proceeds from
the sale of the Fund's equipment for services and activities to be
performed in connection with the disposition of equipment.  The
payment of this sales fee is deferred until the Limited Partners
have received cash distributions equal to the purchase price of
their units plus a 12% cumulative compounded Priority Return.
Based on current estimates, it is not expected that the Fund will
be required to pay this sales fee to the General Partner.  As a
result, $193,808 of sales fee accrued by the Fund in prior periods
was recognized into income as part of the net gain on sale of
equipment during the year ended December 31, 1996.

     The General Partner also receives 1% of cash distributions until
the Limited Partners have received an amount equal to the purchase
price of their Units plus a 12% cumulative compounded Priority Return.
Thereafter, the General Partner will receive 10% of cash distributions.
During the year ended December 31, 1996, the General Partner received
$6,000 of cash distributions.

     The Fund incurred $303,419 of reimbursable costs to the General
Partner and its parent company for services and materials provided in
connection with the administration of the Fund during 1996.



































                                   9
                               PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K

     (a)  (1) and (2).  The response to this portion of Item 14 is
     submitted as a separate section of this report commencing on page
     F-1.

     (a)  (3) and (c) Exhibits (numbered in accordance with Item 601 of
     Regulation S-K)

Exhibit Numbers           Description                Page Number

3(a) & (4)            Amended and Restated Agreement     *
                      of Limited Partnership

(9)                    not applicable

(10)                   not applicable

(11)                   not applicable

(12)                   not applicable

(13)                   not applicable

(18)                   not applicable

(19)                   not applicable

(22)                   not applicable

(23)                   not applicable

(24)                   not applicable

(25)                   not applicable

(28)                   not applicable


*  Incorporated by reference.















                                10

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                        FIDELITY LEASING INCOME FUND VII, L.P.
                        A Delaware limited partnership

                        By:  F.L. PARTNERSHIP MANAGEMENT, INC.

                             Freddie M. Kotek, Chairman
                        By:  ___________________________
                             Freddie M. Kotek, Chairman
                             and President

Dated March 27, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934,
this annual report has been signed below by the following persons, on
behalf of the Registrant and in the capacities and on the date indicated:

Signature                     Title                              Date



Freddie M. Kotek
___________________________  Chairman of the Board of Directors    3/27/97
Freddie M. Kotek             and President of F.L. Partnership
                             Management, Inc. (Principal Executive
                             Officer)



Michael L. Staines
___________________________  Director of F.L. Partnership           3/27/97
Michael L. Staines           Management, Inc.



Marianne T. Schuster
____________________________  Vice President and Controller        3/27/97
Marianne T. Schuster          of F.L. Partnership Management, Inc.
                              (Principal Financial Officer)















                                       11
              INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                             Pages

Report of Independent Certified Public Accountants           F-2

Balance Sheets as of December 31, 1996 and 1995              F-3

Statements of Operations for the years ended
     December 31, 1996, 1995 and 1994                        F-4

Statements of Partners' Capital for the years
     ended December 31, 1996, 1995 and 1994                  F-5

Statements of Cash Flows for the years ended
     December 31, 1996, 1995 and 1994                        F-6

Notes to Financial Statements                                F-7 - F-12







All schedules have been omitted because the required information is not
applicable or is included in the Financial Statements or Notes thereto.
































                                    F-1
Report of Independent Certified Public Accountants

The Partners
Fidelity Leasing Income Fund VII, L.P.


     We have audited the accompanying balance sheets of Fidelity Leasing
Income Fund VII, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash flows
for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Fund's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by 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 financial position of Fidelity
Leasing Income Fund VII, L.P. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.





Grant Thornton, LLP
Philadelphia, Pennsylvania
February 10, 1997























                                          F-2
                      FIDELITY LEASING INCOME FUND VII, L.P.

                                BALANCE SHEETS

<TABLE>
                                    ASSETS
                                    <CAPTION>
                                                         December 31,

                                                  1996                 1995
<S>                                            <C>                 <C>
Cash and cash equivalents                      $ 2,983,264         $ 2,199,456

Investment securities held to maturity                -                499,740

Accounts receivable                                146,010              78,373

Interest receivable                                   -                 15,225

Due from related parties                            48,254              66,249

Equipment under operating leases
(net of accumulated depreciation
of $11,958,429 and $14,445,214,
respectively)                                    7,704,003           8,670,653

Net investment in direct financing
 leases                                             29,334              38,961

Equipment held for sale or lease                    30,168              26,116
                                               ___________         ___________

        Total assets                           $10,941,033         $11,594,773
                                               ===========         ===========

                          LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

      Lease rents paid in advance              $    98,834         $    47,361

      Accounts payable and
       accrued expenses                             67,530              63,970

      Due to related parties                        19,620             222,338
                                               ___________         ___________

         Total liabilities                         185,984             333,669

Partners' capital                               10,755,049          11,261,104
                                               ___________         ___________

         Total liabilities and
          partners' capital                    $10,941,033         $11,594,773
                                               ===========         ===========
</TABLE>





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







                                  F-3
                      FIDELITY LEASING INCOME FUND VII, L.P.
<TABLE>
                             STATEMENTS OF OPERATIONS
                             <CAPTION>

                                           For the years ended December 31,

                                           1996         1995           1994

Income:
<S>                                     <C>          <C>            <C>
  Rentals                               $5,032,406   $5,273,962     $7,566,419
  Earned income on direct
   financing leases                          3,067        3,902          4,669
  Interest                                 103,513      242,632        279,015
  Gain on sale of equipment, net           627,800       76,124        447,736
  Other                                     11,462       39,428         11,840
                                        __________   __________     __________

                                         5,778,248    5,636,048      8,309,679
                                        __________   __________     __________

Expenses:
  Depreciation and amortization          3,935,706    4,234,982      6,502,842
  Write-down of equipment to
   net realizable value                    546,303      711,418        582,356
  General and administrative               136,453       73,628        140,424
  General and administrative to
   related party                           303,419      378,463        290,813
  Management fee to related party          251,713      255,245        352,997
                                        __________   __________     __________

                                         5,173,594    5,653,736      7,869,432
                                        __________   __________     __________

Net income (loss)                       $  604,654   $  (17,688)	    $  440,247
                                        ==========   ==========     ==========

Net income (loss) per equivalent
 limited partnership unit               $    19.23   $    (0.50)    $     9.16
                                        ==========   ==========     ==========


Weighted average number of
 equivalent limited partnership
 units outstanding during
 the year                                   31,096       35,095         43,457
                                        ==========   ==========     ==========
</TABLE>











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







                                  F-4
                      FIDELITY LEASING INCOME FUND VII, L.P.
<TABLE>
                          STATEMENTS OF PARTNERS' CAPITAL
                          <CAPTION>
               For the years ended December 31, 1996, 1995 and 1994


                                 General       Limited Partners
                                 Partner      Units        Amount           Total
                                ________      ___________________           _____
<S>                              <C>          <C>      <C>              <C>
Balance, January 1, 1994         $ 4,588      71,593   $19,320,372      $19,324,960

Redemptions                         -         (2,021)     (529,929)        (529,929)

Cash distributions               (42,113)       -       (4,169,189)      (4,211,302)

Net income                        42,009        -          398,238          440,247
                                ________      ______   ___________      ___________

Balance, December 31, 1994         4,484      69,572    15,019,492       15,023,976

Redemptions                         -           (854)     (168,046)        (168,046)

Cash distributions               (35,771)       -       (3,541,367)      (3,577,138)

Net income (loss)                   (177)       -          (17,511)         (17,688)
                                ________      ______   ___________      ___________

Balance, December 31, 1995       (31,464)     68,718    11,292,568       11,261,104

Redemptions                         -         (3,129)     (510,709)        (510,709)

Cash distributions                (6,000)       -         (594,000)        (600,000)

Net income                         7,200        -          597,454          604,654
                                ________      ______   ___________      ___________

Balance, December 31, 1996      $(30,264)     65,589   $10,785,313      $10,755,049
                                ========      ======   ===========      ===========
</TABLE>












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













                                 F-5
                          FIDELITY LEASING INCOME FUND VII, L.P.
<TABLE>
                            STATEMENTS OF CASH FLOWS
                            <CAPTION>
                                                   For the years ended December 31,
                                                    1996           1995         1994
Cash flows from operating activities:
<S>                                            <C>            <C>            <C>
  Net income (loss)                           $  604,654      $  (17,688)    $  440,247
                                              ___________     __________     __________
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
  Depreciation and amortization                 3,935,706      4,234,982      6,502,842
  Write-down of equipment to net
   realizable value                               546,303        711,418        582,356
  Proceeds from direct financing leases,
   net of earned income                             9,627          8,791          8,024
  Gain on sale of equipment, net                 (627,800)       (76,124)      (447,736)
  (Increase) decrease in accounts receivable      (67,637)        14,805        184,541
  (Increase) decrease in due from related parties  17,995         43,201        393,667
  Increase (decrease) in lease rents paid in
   advance                                         51,473       (226,578)      (477,585)
  Increase (decrease) in accounts payable
   and accrued expenses                             3,560       (184,367)      (313,885)
  Increase (decrease) in due to related parties  (202,718)        45,133        (90,123)
  Increase (decrease) in other, net                15,225         14,354         (6,417)
                                               __________     __________     __________

                                                3,681,734      4,585,615      6,335,684
                                               __________     __________     __________

  Net cash provided by operating activities     4,286,388      4,567,927      6,775,931
                                               __________     __________     __________
Cash flows from investing activities:
  Acquisition of equipment                     (3,759,606)    (4,514,330)    (5,711,158)
  Purchase of investment securities
   held to maturity                                  -          (749,993)    (4,428,116)
  Maturity of investment securities
   held to maturity                               499,740        746,244      5,913,802
  Proceeds from sale of equipment                 867,995      1,112,448      1,688,629
                                               __________     __________     __________

  Net cash used in investing activities        (2,391,871)    (3,405,631)    (2,536,843)
                                               __________     __________     __________
Cash flows from financing activities:
  Distributions                                  (600,000)    (3,577,138)    (4,211,302)
  Redemptions of capital                         (510,709)      (168,046)      (529,929)
                                               __________     __________     __________

  Net cash used in financing activities        (1,110,709)    (3,745,184)    (4,741,231)
                                               __________     __________     __________
Increase (decrease) in cash and cash
  equivalents                                     783,808     (2,582,888)      (502,143)

Cash and cash equivalents, beginning of year    2,199,456      4,782,344      5,284,487
                                               __________     __________     __________
Cash and cash equivalents, end of year         $2,983,264     $2,199,456     $4,782,344
                                               ==========     ==========      =========






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








</TABLE>                         F-6
                 FIDELITY LEASING INCOME FUND VII, L.P.

                     NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF BUSINESS

Fidelity Leasing Income Fund VII, L.P. (the "Fund") was formed in
November 1989.  The General Partner of the Fund is F.L. Partnership
Management, Inc. ("FLPMI") which is a wholly owned subsidary of
Resource Leasing, Inc., a wholly owned subsidiary of Resource America,
Inc.  The Fund is managed by the General Partner.  The Fund's limited
partnership interests are not publicly traded.  There is no market for
the Fund's limited partnership interests and it is unlikely that any
will develop.  The Fund acquires equipment, primarily computer
equipment, including printers, tape and disk storage devices, data
communications equipment, computer terminals, technical workstations as
well as networking equipment, which is leased to third parties
throughout the United States on a short-term basis.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment Securities Held to Maturity

The Fund adopted Statement of Financial Accounting Standard (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" on January 1, 1994.  This new standard requires investments
in securities to be classified in one of three categories:  held to
maturity, trading and available for sale.  Debt securities that the
Fund has the positive intent and ability to hold to maturity are
classified as held to maturity and are reported at amortized cost.  As
the Fund does not engage in security trading, the balance, if any, of
its debt securities and equity securities are classified as available
for sale.  Net unrealized gains and losses for securities available for
sale are required to be recognized as a separate component of partners'
capital and excluded from the determination of net income.  The Fund
adopted this new standard for the year ended December 31, 1994 with no
resulting financial statement impact on the Fund.

Concentration of Credit Risk

Financial instruments which potentially subject the Fund to
concentrations of credit risk consist principally of temporary cash
investments.  The Fund places its temporary investments in bank
repurchase agreements.

Concentrations of credit risk with respect to accounts receivable are
limited due to the dispersion of the Fund's lessees over different
industries and geographies.

Impairment of Long-Lived Assets

Effective January 1, 1996, the Fund adopted SFAS No. 121  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of."  This new standard provides guidance on when to recognize
and how to measure impairment losses of long-lived assets and how to
value long-lived assets to be disposed of.  The adoption of SFAS No.
121 had no impact on the net income of the Fund.


                                 F-7
                FIDELITY LEASING INCOME FUND VII, L.P.

               NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equipment Held for Sale or Lease

Equipment held for sale or lease is carried at its estimated net
realizable value.

Use of Estimates

In preparing financial statements in conformity with Generally Accepted
Accounting Principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Organization Costs

Organization costs were amortized over a five year period.

Accounting for Leases

The Fund's leasing operations consist primarily of operating leases
whereby the cost of the leased equipment is recorded as an asset and
depreciated on a straight-line basis over its estimated useful life, up
to six years.  Acquisition fees associated with lease placements are
allocated to equipment when purchased and depreciated as part of
equipment cost.  Rental income consists primarily of monthly periodic
rentals due under the terms of the leases plus deferred revenue
recognized.  Generally, during the remaining terms of existing
operating leases, the Fund will not recover all of the undepreciated
cost and related expenses of its rental equipment and is prepared to
remarket the equipment in future years.  Upon sale or other disposition
of assets, the cost and related accumulated depreciation are removed
from the accounts and the resulting gain or loss, if any, is reflected
in income.

The Fund does have direct financing leases, as well.  Under the direct
financing method, income (the excess of the aggregate future rentals
and estimated additional amounts recoverable upon expiration of the
lease over the related equipment cost) is recognized over the life of
the lease using the interest method.

Income Taxes

Federal and State income tax regulations provide that taxes on the
income or benefits from losses of the Fund are reportable by the
partners in their individual income tax returns.  Accordingly, no
provision for such taxes has been made in the accompanying financial
statements.





                                 F-8
                 FIDELITY LEASING INCOME FUND VII, L.P.

                NOTES TO FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Statements of Cash Flows

For purposes of the statements of cash flows, the Fund considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.

Net Income per Equivalent Limited Partnership Unit

Net income per equivalent limited partnership unit is computed by
dividing net income allocated to limited partners by the weighted
average number of equivalent limited partnership units outstanding
during the year.  The weighted average number of equivalent units
outstanding during the year is computed based on the weighted average
monthly limited partners' capital account balances, converted into
equivalent units at $500 per unit.

Significant Fourth Quarter Adjustments

Currently, the Fund's practice is to review the recoverability of its
undepreciated costs of rental equipment quarterly.  The Fund's policy,
as part of this review, is to analyze such factors as releasing of
equipment, technological developments and information provided in third
party publications.  Based upon this review, the Fund recorded an
adjustment of approximately $133,000, $435,000 and $432,000 or $4.28,
$12.39 and $9.94 per equivalent limited partnership unit to write down
its rental equipment in the fourth quarter of 1996, 1995 and 1994,
respectively.

Reclassification

Certain amounts on the 1995 financial statements have been reclassified
to conform to the presentation adopted in 1996.

3.  ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS

Cash distributions, if any, are made monthly as follows:  99% to the
Limited Partners and 1% to the General Partner, until the Limited
Partners have received an amount equal to the purchase price of their
Units, plus a 12% compounded Priority Return (an amount equal to 12%
compounded annually on the portion of the purchase price not previously
distributed); thereafter, 90% to the Limited Partners and 10% to the
General Partner.

Net Losses are allocated 99% to the Limited Partners and 1% to the
General Partner.  The General Partner is allocated Net Income equal to
its cash distributions, but not less than 1% of Net Income, with the
balance allocated to the Limited Partners.

Net Income (Losses) allocated to the Limited Partners are allocated to
individual limited partners based on the ratio of the daily weighted
average partner's net capital account balance (after deducting related
commission expense) to the total daily weighted average of the Limited
Partners' net capital account balances.
                                 F-9
                 FIDELITY LEASING INCOME FUND VII, L.P.

                NOTES TO FINANCIAL STATEMENTS (Continued)

4.  EQUIPMENT LEASED

Equipment on lease consists primarily of computer equipment under
operating leases.  A majority of the equipment was manufactured by IBM.
The lessees have agreements with the manufacturer to provide
maintenance for the leased equipment.  The Fund's operating leases are
for initial lease terms of 11 to 60 months.

In accordance with Generally Accepted Accounting Principles, the Fund
writes down its rental equipment to its estimated net realizable value
when the amounts are reasonably estimated and only recognizes gains
upon actual sale of its rental equipment.  As a result, in 1996, 1995
and 1994, approximately $546,000, $711,000 and $582,000, respectively
was charged to write-down of equipment to net realizable value.
Any future losses are dependent upon unanticipated technological
developments affecting the computer equipment industry in subsequent
years.

During the year ended December 31, 1996, the Fund leased equipment
under the direct financing method in accordance with SFAS
No. 13.  This method provides for recognition of income (the excess of
the aggregate future rentals and estimated additional amounts
recoverable upon expiration of the lease over the related equipment
cost) over the life of the lease using the interest method.

The net investment in direct financing leases as of December 31, 1996
is as follows:

        Net minimum lease payments to be received        $33,000
        Less unearned income                               4,000
        Add expected future residuals                       -
                                                         _______
                                                         $29,000
                                                         =======

The future approximate minimum rentals to be received on non-
cancellable operating and direct financing leases as of December 31 are
as follows:

                                                   Direct
                                Operating         Financing

          1997                  $3,721,000        $13,000
          1998                   1,859,000         13,000
          1999                     893,000          7,000
          Thereafter               112,000          -
                                __________        _______

                                $6,585,000        $33,000
                                ==========        =======





                              F-10
                FIDELITY LEASING INCOME FUND VII, L.P.

               NOTES TO FINANCIAL STATEMENTS (Continued)

5.  RELATED PARTY TRANSACTIONS

The General Partner receives 5% or 2% of rental payments on equipment
under operating leases and full pay-out leases, respectively, for
administrative and management services performed on behalf of the Fund.
Full pay-out leases are noncancellable leases for which rental payments
during the initial term are at least sufficient to recover the purchase
price of the equipment, including acquisition fees.  This management
fee is paid monthly only if and when the Limited Partners have received
distributions for the period from January 1, 1991 through the end of
the most recent quarter equal to a return for such period at a rate of
12% per year on the aggregate amount paid for their units.

The General Partner may also receive up to 3% of the proceeds from the
sale of the Fund's equipment for services and activities to be
performed in connection with the disposition of equipment.  The payment
of this sales fee is deferred until the Limited Partners have received
cash distributions equal to the purchase price of their units plus a
12% cumulative compounded Priority Return.  Based on current estimates,
it is not expected that the Fund will be required to pay this sales fee
to the General Partner.  As a result, $193,808 of sales fee accrued by
the Fund in prior periods was recognized into income as part of the net
gain on sale of equipment during the year ended December 31, 1996.

Additionally, the General Partner and its parent company are reimbursed
by the Fund for certain costs of services and materials used by or for
the Fund except those items covered by the above-mentioned fees.
Following is a summary of fees and costs charged by the General Partner
or its parent company during the years ended December 31:

                                 1996       1995         1994

Management fee                $251,713    $255,245     $352,997
Reimbursable costs             303,419     378,463      290,813

During 1996, the Fund maintained its checking and investment accounts
in Jefferson Bank, a subsidiary of JeffBanks, Inc. in which the
Chairman of Resource America, Inc. serves as a director.

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

Amounts due to related parties at December 31, 1996 and 1995 represent
monies due to the General Partner for the fees and costs mentioned
above, as well as, rentals and sales proceeds collected by the Fund on
behalf of other affiliated funds.







                                  F-11
                 FIDELITY LEASING INCOME FUND VII, L.P.

                NOTES TO FINANCIAL STATEMENTS (Continued)


6.  MAJOR CUSTOMERS

For the year ended December 31, 1996, two customers accounted for
approximately 20% and 19% of the Fund's rental income.  For the year
ended December 31, 1995, two customers accounted for approximately 20%
and 16% of the Fund's rental income.  For the year ended December 31,
1994, one customer accounted for approximately 11% of the Fund's rental
income.

7.  CASH DISTRIBUTIONS

Below is a summary of the cash distributions paid to partners during
the years ended December 31:
<TABLE>
For the Quarter Ended           1996           1995          1994
<CAPTION>
<S>                          <C>            <C>           <C>
            March            $120,000       $1,043,568    $1,071,727
            June              180,000        1,035,741     1,047,477
            September         180,000        1,034,351     1,046,852
            December          120,000          463,478     1,045,246
                             ________       __________    __________

                             $600,000       $3,577,138    $4,211,302
                             ========       ==========    ==========
</TABLE>

In addition, the General Partner declared a cash distribution of
$60,000 in both January and February 1997 for the months ended November
30 and December 31, 1996 to all admitted partners as of November 30 and
December 31, 1996.





















                                F-12