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

For the year ended December 31, 2001

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

For the transition period from _______________ to ______________

Commission file number 0-19232

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

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

1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103
_________________________________________________________________
       (Address of principal executive offices)        (Zip Code)

                         (215) 574-1636
_________________________________________________________________
       (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, 2001 is 64,773.

There is no public market for these securities.

The index of Exhibits is located on page 12.



                                       1
<PAGE>

                                    PART I

Item 1.  BUSINESS

     Fidelity Leasing Income Fund VII, L.P. (the "Fund"), a Delaware limited
partnership, was organized in 1989 and acquires computer equipment, including
printers, tape and disk storage devices, data communications equipment, com-
puter terminals, technical workstations, networking equipment, as well as other
electronic equipment that is leased to third parties on a short-term basis.
The Fund's principal objective is to generate leasing revenues for distri-
bution.  The Fund manages the equipment, releasing or disposing of equipment
as it comes off lease in order to achieve its principal objective.  The Fund
does 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 or
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.
Other leasing companies and equipment manufacturers and distributors may be
in a position to offer equipment to prospective lessees on financial terms
that 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 that 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) that will afford benefits to
the purchaser similar to those obtained through leases.  As a result of the
advantages that 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.

     A brief description of the types of equipment in which the Fund has
invested as of December 31, 2001, 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
<PAGE>

Item 2.  PROPERTIES

     The following schedules detail the type, aggregate purchase price and
percentage of the various types of equipment acquired and leased by the Fund
under the operating and direct financing methods as of December 31, 2001:

Operating Leases:
                                             Purchase Price      Percentage of
      Type of Equipment                       of Equipment      Total Equipment

      Network Communications                     $395,493            53.65%
      PCB Assembly Equipment                      341,619            46.35
                                                 ________           ______
      Totals                                     $737,112           100.00%
                                                 ========           ======

Direct Financing Leases:
                                             Purchase Price      Percentage of
      Type of Equipment                       of Equipment      Total Equipment

      Network Communications                  $ 4,496,680            38.65%
      Testing Equipment                         3,572,201            30.70
      Disk Storage Systems                      2,741,140            23.55
      PCB Assembly Equipment                      765,117             6.58
      Other                                        60,025             0.52
                                              ___________           ______
      Totals                                  $11,635,163           100.00%
                                              ===========           ======

     The following schedules detail the type of business, aggregate purchase
price and percentage of equipment usage by industrial classification for equip-
ment leased by the Fund under the operating and direct financing methods as of
December 31, 2001:

Operating Leases:
                                             Purchase Price      Percentage of
      Type of Business                        of Equipment      Total Equipment

      Retailing/Consumer Goods                   $395,493            53.65%
      Manufacturing/Refining                      341,619            46.35
                                                 ________           ______
      Totals                                     $737,112           100.00%
                                                 ========           ======

Direct Financing Leases:
                                             Purchase Price     Percentage of
      Type of Business                        of Equipment     Total Equipment

      Retailing/Consumer Goods                $ 4,968,960            42.71%
      Manufacturing/Refining                    3,786,465            32.53
      Computers/Data Processing                 2,666,334            22.92
      Education                                   194,913             1.68
      Diversified Financial/Banking                18,491             0.16
                                              ___________           ______
      Totals                                  $11,635,163           100.00%
                                              ===========           ======


Average Initial Term of Leases (in months):  36





                                       3
<PAGE>

Item 3.  LEGAL PROCEEDINGS

     Not applicable.


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

     Not applicable.




















































                                       4
<PAGE>

                                    PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         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, 2001

              Limited Partnership Interests               2,326
              General Partnership Interest                    1

<TABLE>
Item 6.  SELECTED FINANCIAL DATA
         <CAPTION>
                                     For the Years Ended December 31,
                              2001         2000         1999         1998         1997
<S>                         <C>        <C>          <C>          <C>          <C>
Total Income                $812,406   $1,814,779   $2,293,932   $4,416,369   $4,846,809
Net Income (Loss)            350,472      639,275      279,122     (185,085)     197,895
Distributions to Partners    600,000      600,000      600,000       80,000      560,000
Net Income (Loss)
 per Equivalent Limited
 Partnership Unit              11.68        21.91         9.45        (6.14)        6.36
Weighted Average Number
 of Equivalent Limited
 Partnership Units
 Outstanding During
 the Year                     28,684       28,884       28,917       29,856       30,302
</TABLE>

<TABLE>
                                                December 31,
                              2001         2000         1999         1998         1997
<S>                       <C>          <C>         <C>          <C>          <C>
Total Assets              $9,690,449   $9,985,958  $10,028,870  $10,394,528  $10,620,394
Equipment under
 Operating Leases and
 Equipment Held for
 Sale or Lease (Net)         539,265      236,345    1,357,657    2,957,392    6,254,336
Net Investment in
 Direct Financing Leases   4,935,434    7,456,639    6,543,062    4,335,444      295,319
Limited Partnership
 Units                        64,773       64,773       64,773       64,833       65,449
Limited Partners               2,326        2,317        2,316        2,314        2,309
</TABLE>












                                       5
<PAGE>

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 $812,406,
$1,814,779 and $2,293,932 for the years ended December 31, 2001, 2000 and
1999, respectively.  Earned income from direct financing leases and rental
income from the leasing of equipment accounted for 81%, 87% and 91% of total
revenues in 2001, 2000 and 1999, respectively.  The decrease in revenues in
both 2001 and 2000 was primarily attributable to the decrease in rental in-
come.  In 2001 and 2000, rental income decreased by approximately $916,000
and $671,000, respectively, because of equipment under operating leases that
came off lease or terminated and was sold.  The decrease in earned income on
direct financing leases also accounted for the overall decrease in revenues in
2001.  The decrease in this account resulted from the amortization of unearned
income using the interest method.  However, earned income on direct financing
leases increased in 2000 because of investments made in direct financing leases
during 2000.  The increase in this account mitigated the overall decrease in
revenues during the year ended December 31, 2000.  Additionally, the variation
in interest income also affected the overall decrease in revenues in 2001 and
2000.  Interest income increased in 2001 and decreased in 2000 because of
fluctuating cash balances available for investment by the Fund as a result of
investments made in direct financing leases during late 1999 and 2000.  The
Fund recorded a net gain on sale of equipment of $31,696, $90,945 and $25,388
in 2001, 2000 and 1999, respectively.  The fluctuation in this account contri-
buted to the decrease in total revenues in 2001 and served to mitigate the
overall decrease in revenues in 2000.  Furthermore, the fluctuation in other
income also contributed to the decrease in total revenues in 2001 and reduced
the overall decrease in revenues in 2000.  There were no late charges on
delinquent rentals collected in 2001.  During the years ended December 31,
2000 and 1999, the Fund recognized approximately $28,000 and $2,000, respec-
tively, of late charges on delinquent rentals collected.  Approximately
$16,000, $24,000 and $14,000, respectively, of transfer fees on investor
account transfers were recorded for the years ended December 31, 2001, 2000
and 1999, respectively.  These accounts are included in other income and
accounted for the change in this account during 2001, 2000 and 1999.

    Expenses were $461,934, $1,175,504 and $2,014,810 for the twelve months
ended December 31, 2001, 2000 and 1999, respectively.  Depreciation expense
comprised 20%, 67% and 72% of total expenses in 2001, 2000 and 1999,
respectively.  The decrease in expenses in 2001 and 2000 was primarily
related to the decrease in depreciation expense due to equipment that came
off lease or terminated and was sold.  The decrease in write-down of equipment
to net realizable value also accounted for the decrease in total expenses in
2001 and 2000.  There was no write-down of equipment to net realizable value
for the year ended December 31, 2001.  In 2000 and 1999, approximately $6,000
and $104,000, respectively, was charged to write-down of equipment to net
realizable value.  Currently, the Fund's practice is to review the recover-
ability 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 accounting principles generally accepted in
the United States of America, the Fund writes down its rental equipment to its
estimated net realizable value when the amounts are reasonably estimated and
only recognizes gains, if any, upon actual sale of its rental equipment.  Any
future losses are dependent upon unanticipated technological developments af-
fecting the types of equipment in the portfolio in subsequent years.  Addition-
ally, the decrease in general and administrative expense to related party in

                                       6
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

2001 and 2000 also contributed to the overall decrease in expenses during these
years.  The decrease in this account resulted from a decrease in the expenses
charged by the General Partner or its parent company for services and materials
provided to the Fund during the years ended December 31, 2001, 2000 and 1999.
Furthermore, management fee to related party decreased in 2001 and 2000 as
a result of the decrease in rental income recognized on operating leases.
The decrease in this account also accounted for the decrease in total expenses
during the twelve months ended December 31, 2001 and 2000.

     The Fund's net income was $350,472, $639,275 and $279,122 for the years
ended December 31, 2001, 2000 and 1999, respectively.  The earnings per
equivalent limited partnership unit, after earnings allocated to the General
Partner, were $11.68, $21.91 and $9.45 based on a weighted average number of
equivalent limited partnership units outstanding of 28,684, 28,884 and 28,917
for the years ended December 31, 2001, 2000 and 1999, respectively.

     The Fund generated cash from operations of $411,349, $1,343,483, and
$1,812,604 for the purpose of determining cash available for distribution
during the years ended December 31, 2001, 2000 and 1999, respectively  The
Fund distributed to partners $450,000 of those amounts during each of the
periods from April 1 through December 31, 2001, 2000 and 1999.  The Fund
distributed $1,000,000, $150,000 and $150,000 of those amounts to partners
during the first quarter of 2002, 2001 and 2000, respectively.  For financial
statement purposes, the Fund records cash distributions to partners on a cash
basis in the period in which they are paid.

Analysis of Financial Condition

     The Fund is currently in the process of dissolution.  As provided in the
Restated Limited Partnership Agreement, the assets of the Fund shall be
liquidated as promptly as is consistent with obtaining their fair value.
During this time, the Fund will continue to look for opportunities to purchase
equipment under operating leases or invest in direct financing leases for lease
terms consistent with the plan of dissolution.  During the years ended December
31, 2001 and 1999, the Fund purchased $395,493 and $60,024, respectively, of
equipment subject to operating leases.  There was no equipment subject to
operating leases purchased in 2000.  Additionally, the Fund invested in
$911,086, $3,369,964 and $3,522,588 of equipment under direct financing
leases during the twelve months ended December 31, 2001, 2000 and 1999,
respectively.

     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.









                                       7
<PAGE>

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 ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.


















































                                       8
<PAGE>

                                   PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     In December 2001, the General Partner's Certificate of Incorporation was
amended to change the name of the General Partner of the Fund from F.L.
Partnership Management, Inc. to LEAF Financial Corporation (LEAF).  LEAF
Financial Corporation is a wholly owned subsidiary of Resource Leasing, Inc.
which is a wholly owned subsidiary of Resource America, Inc. (Resource
America).  The Directors and Executive Officers of LEAF are:

     CRIT S. DEMENT, age 49, Chairman, President and Chief Executive Officer
     of LEAF since November 2001.  President of Fidelity Leasing, Inc. and its
     successor, the Technology Finance Group of CitiCapital Vendor Finance from
     1996 to 2001.  Vice President of Marketing for Tokai Financial Services
     from 1987 through 1996.

     EDWARD E. COHEN, age 62, Director of LEAF since November 2001.  Chairman
     of the Board of Resource America since 1990, President of Resource America
     since 2000 and Chief Executive Officer and a Director of Resource America
     since 1988.  Chairman of the Managing Board of Directors of Atlas Pipeline
     Partners GP, LLC (a wholly owned subsidiary of Resource America that is
     the general partner of a publicly traded limited partnership that owns and
     operates natural gas pipelines) since its formation in 1999.  Chairman of
     the Board of Directors of Brandywine Construction & Management, Inc. (a
     property management company) since 1994.  Mr. Cohen is the father of
     Jonathan Z. Cohen.

     JONATHAN Z. COHEN, age 31, Director of LEAF since November 2001.  Execu-
     tive Vice President of Resource America since 2001, Senior Vice President
     of Resource America from 1999 to 2001.  Vice Chairman of the Managing
     Board of Atlas Pipeline Partners GP, LLC since its formation in 1999.
     Trustee and Secretary of RAIT Investment Trust (a publicly traded real
     estate investment trust) since 1997.  Mr. Cohen is the son of Edward E.
     Cohen.

     MILES HERMAN, age 42, Vice President and a Director of LEAF since November
     2001.  Held various senior operational offices with Fidelity Leasing, Inc.
     and its successor from 1998 to 2001.  Held several management positions in
     sales, marketing and operations at Tokai Financial Services from 1983 to
     1998.

     FREDDIE M. KOTEK, age 46, Director of LEAF since 1996.  Senior Vice
     President of Resource America since 1995.  President of Resource Leasing,
     Inc. since 1995.

     MARIANNE T. SCHUSTER, age 43, Vice President and Treasurer of LEAF
     since 1984.












                                       9
<PAGE>

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, 2001:

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

            LEAF Financial
             Corporation               General Partner       $85,279(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)  Based upon a review of Schedule 13D as filed with the Securities and
     Exchange Commission, the table set forth below outlines the persons or
     groups known to the Fund that own more than 5% of the Fund's outstanding
     securities either beneficially or of record.

           Name of Individual                  Number of
                or Group                      Units Owned

           James S. and Danea T. Riley        5,466.46 (1)

           Odd Lot Liquidity Fund, LLC        5,466.46 (2)

           Sierra Fund 4, LLC                 5,466.46 (3)

           (1)  Amount represents beneficial ownership interest through
           ownership of Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC
           which own 2,825.90 units and 2,640.56 units, respectively, of
           the outstanding limited partnership units of the Fund.

           (2)  Amount represents direct ownership by Odd Lot Liquidity
           Fund, LLC of 2,825.90 units and beneficial ownership of
           2,640.56 units by virtue of group membership and affiliate
           status with Sierra Fund 4, LLC.

           (3)  Amount represents direct ownership by Sierra Fund 4, LLC
           of 2,640.56 units and beneficial ownership of 2,825.90 units
           by virtue of group membership and affiliate status with Odd Lot
           Liquidity Fund, LLC.

     (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 LEAF Financial Corporation
     nor 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 distri-
     butions 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.



                                      10
<PAGE>

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          (Continued)

     (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, 2001, the Fund was charged $85,279
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.  All of the direct financing leases in which the
Fund has invested meet the criteria for a full pay-out lease and pay a 2%
management fee to the General Partner.  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.

     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, 2001, the General Partner received $6,000 of cash distributions.

     The Fund incurred $168,720 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 2001.




















                                      11
<PAGE>

                                    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.























                                      12
<PAGE>


                                  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:  LEAF FINANCIAL CORPORATION

                       /s/ Crit S. DeMent
                  By:  ___________________________
                       Crit S. DeMent, Chairman and President

Dated March 28, 2002

     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



/s/ Crit S. DeMent
____________________________  Chairman of the Board of Directors        3-28-02
Crit S. DeMent                 and President of LEAF Financial
                               Corporation
                               (Principal Executive Officer)



/s/ Miles Herman
____________________________  Vice President and Director of            3-28-02
Miles Herman                   LEAF Financial Corporation



/s/ Freddie M. Kotek
____________________________  Director of LEAF Financial Corporation    3-28-02
Freddie M. Kotek



/s/ Marianne T. Schuster
____________________________  Vice President and Treasurer of           3-28-02
Marianne T. Schuster           LEAF Financial Corporation
                               (Principal Financial Officer)












                                      13
<PAGE>

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES



                                                                     Pages

          Report of Independent Certified Public Accountants          F-2

          Balance Sheets as of December 31, 2001 and 2000             F-3

          Statements of Operations for the years ended
           December 31, 2001, 2000 and 1999                           F-4

          Statements of Partners' Capital for the years ended
           December 31, 2001, 2000 and 1999                           F-5

          Statements of Cash Flows for the years ended
           December 31, 2001, 2000 and 1999                           F-6

          Notes to Financial Statements                            F-7 - F-13


























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












                                     F-1
<PAGE>

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, 2001 and 2000, and the related state-
ments of operations, partners' capital and cash flows for each of the three
years in the period ended December 31, 2001.  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 auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the finan-
cial statements are free of material misstatement.  An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting princi-
ples 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, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted
in the United States of America.




Grant Thornton LLP
Philadelphia, Pennsylvania
February 14, 2002























                                     F-2
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.

                                      BALANCE SHEETS

<TABLE>
                                               ASSETS
                                    <CAPTION>
                                                            December 31,

                                                      2001                2000
<S>                                                <C>                <C>
       Cash and cash equivalents                   $3,877,912          $2,055,814

       Accounts receivable                            254,207             234,535

       Due from related parties                        83,631               2,625

       Net investment in direct financing
        leases                                      4,935,434           7,456,639

       Equipment under operating leases
        (net of accumulated depreciation
        of $286,489 and $491,659,
        respectively)                                 450,623             147,703

       Equipment held for sale or lease                88,642              88,642
                                                   __________          __________

               Total assets                        $9,690,449          $9,985,958
                                                   ==========          ==========

                                 LIABILITIES AND PARTNERS' CAPITAL
       Liabilities:

             Lease rents paid in advance           $   64,745          $   13,930

             Accounts payable and
              accrued expenses                         38,433              67,642

             Due to related parties                    23,591              23,353

             Security deposits                           -                 67,825
                                                   __________          __________

                Total liabilities                     126,769             172,750

       Partners' capital                            9,563,680           9,813,208
                                                   __________          __________

                Total liabilities and
                 partners' capital                 $9,690,449          $9,985,958
                                                   ==========          ==========
</TABLE>



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









                                     F-3
<PAGE>

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

                                                For the years ended December 31,

                                                2001           2000           1999

Income:
<S>                                            <C>          <C>            <C>
  Earned income on direct
   financing leases                            $546,365     $  560,405     $  396,265
  Rentals                                       110,711      1,027,197      1,698,640
  Interest                                      107,671         83,727        156,774
  Gain on sale of equipment, net                 31,696         90,945         25,388
  Other                                          15,963         52,505         16,865
                                               ________     __________     __________
                                                812,406      1,814,779      2,293,932
                                               ________     __________     __________

Expenses:
  Depreciation                                   92,573        788,886      1,454,819
  Write-down of equipment to
   net realizable value                            -             6,267        104,051
  General and administrative                    115,362        100,429        111,692
  General and administrative to
   related party                                168,720        171,465        231,221
  Management fee to related party                85,279        108,457        113,027
                                               ________     __________     __________
                                                461,934      1,175,504      2,014,810
                                               ________     __________     __________

Net income                                     $350,472     $  639,275     $  279,122
                                               ========     ==========     ==========

Net income per equivalent limited
 partnership unit                              $  11.68     $    21.91     $     9.45
                                               ========     ==========     ==========


Weighted average number of
 equivalent limited partnership
 units outstanding during the year               28,684         28,884         28,917
                                               ========     ==========     ==========
</TABLE>









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









                                     F-4
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.
<TABLE>
                                  STATEMENT OF PARTNERS' CAPITAL
                          <CAPTION>

                        For the years ended December 31, 2001, 2000 and 1999

                                        General       Limited Partners
                                        Partner      Units        Amount          Total
                                       ________      ___________________          _____
<S>                                    <C>           <C>      <C>             <C>
Balance, January 1, 1999               $(33,315)     64,833   $10,137,064     $10,103,749

Redemptions                                -            (60)       (8,938)         (8,938)

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

Net income                                6,000        -          273,122         279,122
                                       ________      ______   ___________     ___________

Balance, December 31, 1999              (33,315)     64,773     9,807,248       9,773,933

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

Net income                                6,393        -          632,882         639,275
                                       ________      ______   ___________     ___________

Balance, December 31, 2000              (32,922)     64,773     9,846,130       9,813,208

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

Net income                               15,500        -          334,972         350,472
                                       ________      ______   ___________     ___________

Balance, December 31, 2001             $(23,422)     64,773   $ 9,587,102     $ 9,563,680
                                       ========      ======   ===========     ===========
</TABLE>










The accompanying notes are an integral part of this financial statement.
















                                     F-5
<PAGE>

                            FIDELITY LEASING INCOME FUND VII, L.P.
<TABLE>
                                        STATEMENTS OF CASH FLOWS
                                 <CAPTION>
                                                  For the years ended December 31,
                                                  2001          2000          1999
Cash flows from operating activities:
<S>                                            <C>           <C>           <C>
  Net income                                   $  350,472    $  639,275    $  279,122
                                               __________    __________    __________
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation                                     92,573       788,886     1,454,819
  Write-down of equipment to net
   realizable value                                  -            6,267       104,051
  Gain on sale of equipment, net                  (31,696)      (90,945)      (25,388)
  (Increase) decrease in accounts receivable      (19,672)       38,957      (203,882)
  (Increase) decrease in due from related
   parties                                        (81,006)       82,294       (20,000)
  Increase (decrease) in lease rents paid in
   advance                                         50,815      (108,401)       91,656
  Increase (decrease) in accounts payable
   and accrued expenses                           (29,209)       18,272       (14,399)
  Increase (decrease) in due to related parties       238         7,942      (113,099)
  Increase (decrease) in security deposits        (67,825)         -             -
                                               __________    __________    __________
                                                  (85,782)      743,272     1,273,758
                                               __________    __________    __________
  Net cash provided by operating activities       264,690     1,382,547     1,552,880
                                               __________    __________    __________
Cash flows from investing activities:
  Acquisition of equipment                       (395,493)         -          (60,024)
  Investment in direct financing leases          (911,086)   (3,369,964)   (3,522,588)
  Proceeds from direct financing leases,
   net of earned income                         3,432,291     2,516,412     1,386,595
  Proceeds from sale of equipment                  31,696       357,079        54,652
                                               __________    __________    __________
  Net cash provided by (used in)
   investing activities                         2,157,408      (496,473)   (2,141,365)
                                               __________    __________    __________
Cash flows from financing activities:
  Distributions                                  (600,000)     (600,000)     (600,000)
  Redemptions of capital                             -             -           (8,938)
                                               __________    __________    __________
  Net cash used in financing activities          (600,000)     (600,000)     (608,938)
                                               __________    __________    __________
Increase (decrease) in cash and cash
 equivalents                                    1,822,098       286,074    (1,197,423)

Cash and cash equivalents, beginning of year    2,055,814     1,769,740     2,967,163
                                               __________    __________    __________
Cash and cash equivalents, end of year         $3,877,912    $2,055,814    $1,769,740
                                               ==========    ==========    ==========
</TABLE>




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







                                     F-6
<PAGE>

                         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.  In December 2001, the General Partner's Certificate of Incorporation
was amended to change the name of the General Partner of the Fund from F.L.
Partnership Management, Inc. to LEAF Financial Corporation (LEAF).  LEAF
Financial Corporation is a wholly owned subsidiary of Resource Leasing, Inc.,
which is a wholly owned subsidiary of Resource America, Inc. (Resource Amer-
ica).  The Fund is managed by the General Partner.  The Fund's limited partner-
ship 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 computer equipment including printers, tape storage devices, data
communications equipment, computer terminals, technical workstations and net-
working equipment, as well as other electronic equipment.  This equipment is
leased to third parties throughout the United States on a short-term basis.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentration of Credit Risk

     Financial instruments that potentially subject the Fund to concentra-
tions of credit risk consist principally of temporary cash investments.  The
Fund places its temporary investments in money market savings accounts.

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

Impairment of Long-Lived Assets

     The Fund reviews its assets to determine if it has any long-lived assets
that are carried on the books for an amount that may not be recoverable.  If
it is determined that an asset's estimated future cash flows will not be suf-
ficient to recover its carrying amount, an impairment charge will be recorded.

Equipment Held for Sale or Lease

     Equipment held for sale or lease is carried at its estimated net realiz-
able value.

Use of Estimates

     In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, 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.








                                     F-7
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.

                        NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting for Leases

     The Fund's leasing operations consist of both direct financing and
operating leases.  Under the direct financing method of accounting for leases,
income (the excess of the aggregate future rentals and estimated unguaranteed
residuals upon expiration of the lease over the related equipment cost) is
recognized over the life of the lease using the interest method.

     Under the operating method of accounting for leases, 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 seven 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.  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 de-
preciation are removed from the accounts and the resulting gain or loss, if
any, is reflected in income.

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.

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.

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.



                                     F-8
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.

                        NOTES TO FINANCIAL STATEMENTS (Continued)

3.  ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS (Continued)

     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.

4.  EQUIPMENT LEASED

     The Fund's direct financing leases are for initial lease terms ranging
from 7 to 60 months.  Unguaranteed residuals for direct financing leases
represent the estimated amounts recoverable at lease termination from lease
extensions or disposition of the equipment.  The Fund reviews these residual
values quarterly.  If the equipment's fair market value is below the estimated
residual value, an adjustment is made.

     The approximate net investment in direct financing leases as of Decem-
ber 31, 2001 is as follows:

              Minimum lease payments to be received            $4,076,000
              Unguaranteed residuals                            1,181,000
              Unearned rental income                             (252,000)
              Unearned residual income                            (70,000)
                                                               __________
                                                               $4,935,000
                                                               ==========

     Equipment on lease consists of equipment under operating leases.  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
47 to 59 months.

     In accordance with accounting principles generally accepted in the United
States of America, the Fund writes down its rental equipment to its estimated
net realizable value when the amounts are reasonably estimated and only recog-
nizes gains upon actual sale of its rental equipment.  As a result, there was
no charge to write-down of equipment to net realizable value for the year ended
December 31, 2001.  For the years ended December 31, 2000 and 1999, approxi-
mately $6,000 and $104,000, respectively was charged to write-down of equipment
to net realizable value.  Any future losses are dependent upon unanticipated
technological developments affecting the equipment in subsequent years.










                                     F-9
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.

                        NOTES TO FINANCIAL STATEMENTS (Continued)

4.  EQUIPMENT LEASED (Continued)

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

                                             Direct
                                           Financing          Operating

                    2002                  $3,091,000           $192,000
                    2003                     795,000            129,000
                    2004                     190,000               -
                                          __________           ________
                                          $4,076,000           $321,000
                                          ==========           ========

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 administra-
tive 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.

     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.  The following
is a summary of fees and costs charged by the General Partner or its parent
company during the years ended December 31:

                                        2001        2000         1999

        Management fee                $ 85,279    $108,457     $113,027
        Reimbursable costs             168,720     171,465      231,221

     During 2001, the Fund transferred its checking and investment accounts
from Hudson United Bank to The Bancorp.com, Inc. (TBI).  The son and the spouse
of the Chairman of Resource America, Inc. are the Chairman and Chief Executive
Officer, respectively, of TBI.  The Fund maintains a normal banking relation-
ship with TBI.

     Amounts due from related parties at December 31, 2001 and 2000 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 to the Fund.


                                     F-10
<PAGE>

                          FIDELITY LEASING INCOME FUND VII, L.P.

                        NOTES TO FINANCIAL STATEMENTS (Continued)

5.  RELATED PARTY TRANSACTIONS (Continued)

     Amounts due to related parties at December 31, 2001 and 2000 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.

6.  MAJOR CUSTOMERS

     For the year ended December 31, 2001, three customers accounted for
approximately 57%, 16% and 13% of the Fund's rental income.  For the year
ended December 31, 2000, one customer accounted for approximately 48% of the
Fund's rental income and two customers accounted for approximately 11% each of
the Fund's rental income.  For the year ended December 31, 1999, four customers
accounted for approximately 33%, 16%, 13% and 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         2001           2000         1999
<CAPTION>
<S>                                          <C>            <C>          <C>
                      March                  $150,000       $150,000     $150,000
                      June                    150,000        150,000      200,000
                      September               200,000        150,000      150,000
                      December                100,000        150,000      100,000
                                             ________       ________     ________
                                             $600,000       $600,000     $600,000
                                             ========       ========     ========
</TABLE>

     In addition, the General Partner declared and paid two cash distri-
butions of $50,000 each in January and February 2002 for the months ended
October 31 and November 30, 2001, respectively, to all admitted partners as
of October 31 and November 30, 2001.  The General Partner also paid a cash
distribution of $1,000,000 in February 2002 for the month ended December 31,
2001 to all admitted partners as of December 31, 2001.


















                                     F-11
<PAGE>

                      FIDELITY LEASING INCOME FUND VII, L.P.

                     NOTES TO FINANCIAL STATEMENTS (Continued)

8.  SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

     The following table summarizes the results of operations on a quarterly
basis during 2001 and 2000:

<TABLE>

                                                                  2001
                                                 ----------------------------------------
                                                 Fourth      Third     Second      First
                                                 Quarter    Quarter    Quarter    Quarter
                                                 -------    -------    -------    -------
   Income:
   <S>                                         <C>        <C>        <C>        <C>
     Earned income on direct financing
      leases                                   $113,788   $129,528   $148,779   $154,270
     Rentals                                     34,691     23,139     27,377     25,504
     Interest                                    30,041     32,006     25,109     20,515
     Gain on sale of equipment, net                   1       -           110     31,585
     Other                                        4,432      7,725      2,166      1,640
                                               ________   ________   ________   ________

   Total income                                 182,953    192,398    203,541    233,514
                                               ________   ________   ________   ________

   Expenses:

     Depreciation                                37,268     18,435     18,435     18,435
     General and administrative                  23,434     33,668     34,429     23,831
     General and administrative to
      related party                              48,620     44,971     36,722     38,407
     Management fee to related party             22,280     21,600     21,181     20,218
                                               ________   ________   ________   ________

   Total expenses                               131,602    118,674    110,767    100,891
                                               ________   ________   ________   ________

   Net income                                  $ 51,351   $ 73,724   $ 92,774   $132,623
                                               ========   ========   ========   ========

   Net income per equivalent limited
    partnership unit                           $   1.45   $   2.53   $   3.17   $   4.53
                                               ========   ========   ========   ========
</TABLE>
















                                     F-12
<PAGE>

                      FIDELITY LEASING INCOME FUND VII, L.P.

                     NOTES TO FINANCIAL STATEMENTS (Continued)

8.  SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Continued)

<TABLE>

                                                                  2000
                                                 ----------------------------------------
                                                 Fourth      Third     Second      First
                                                 Quarter    Quarter    Quarter    Quarter
                                                 -------    -------    -------    -------
   Income:
   <S>                                         <C>        <C>        <C>        <C>
     Earned income on direct financing
      leases                                   $157,742   $134,736   $143,194   $124,733
     Rentals                                     91,024    236,100    299,539    400,534
     Interest                                    16,974     22,806     19,216     24,731
     Gain on sale of equipment, net               2,045       -        38,093     54,948
     Other                                        2,924     21,368     17,876     10,337
                                               ________   ________   ________   ________

   Total income                                 270,709    415,010    517,918    615,283
                                               ________   ________   ________   ________

   Expenses:

     Depreciation                                61,752    167,857    242,350    316,927
     Write-down of equipment to
      net realizable value                         -          -          -         6,267
     General and administrative                  25,163     23,011     14,077     38,178
     General and administrative to
      related party                              51,924     41,957     37,015     40,569
     Management fee to related party             21,959     26,111     29,497     30,890
     Loss on sale of equipment, net                -         4,141       -          -
                                               ________   ________   ________   ________

   Total expenses                               160,798    263,077    322,939    432,831
                                               ________   ________   ________   ________

   Net income                                  $109,911   $151,933   $194,979   $182,452
                                               ========   ========   ========   ========

   Net income per equivalent limited
    partnership unit                           $   3.75   $   5.20   $   6.69   $   6.27
                                               ========   ========   ========   ========
</TABLE>

















                                     F-13
<PAGE>