8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

November 3, 2004

Date of Report (Date of earliest event reported)

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

STATE OF WASHINGTON	000-16718	91-1366564
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

101 STEWART STREET, SUITE 700, SEATTLE, WASHINGTON 98101

(Address of principal executive offices)                                                   (Zip Code)

(206) 621-1351

(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Section 8 — Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.3

Section 8 — Other Events

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.3	Letter to the limited partners regarding solicitation of interest from potential purchasers

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Northland Cable Properties Seven Limited Partnership By: Northland Communications Corporation (Managing General Partner)
Dated: November 4, 2004	By:	/s/ GARY S. JONES
		Name:	Gary S. Jones
		Title:	President

Dated: November 4, 2004	By:	/s/ RICHARD I. CLARK
		Name:	Richard I. Clark
		Title:	Executive Vice President, Treasurer and Assistant Secretary

EX-99.3

EXHIBIT 99.3

November 3, 2004

Re: Northland Cable Properties Seven Limited Partnership (“NCP-7”)

Dear Limited Partner:

In June of this year, we advised you of our ongoing efforts to solicit purchase offers from qualified buyers for NCP-7’s existing assets. More specifically, we advised at that time that we were working with Daniels and Associates, the broker retained by NCP-7 to solicit offers from potential purchasers, to clarify the terms of certain offers received with the hope that we would be able to reach agreement with purchasers for the sale of the partnership’s assets for fair value. We also advised that if suitable agreements could be reached for the sale of all of the partnership’s assets, we hoped to be in a position to present to you for your consideration during the fourth quarter of this year an opportunity to vote on whether to liquidate the partnership prior to its scheduled expiration date, which is December 31, 2010. Pursuant to NCP-7’s partnership agreement, the partnership can sell assets without limited partner approval, but limited partner approval is required for any sale of all of the partnership’s assets which would lead to liquidation of the partnership prior to expiration of its original term.

At this time, despite our ongoing efforts, we have been unable to secure suitable agreements for the sale of all the partnership’s assets. Offers for what we considered to be fair value were received for all of the partnership’s assets. However, due to the lack of available financing, certain offers were withdrawn and we are continuing to negotiate with purchasers for the sale of some of the partnership’s cable systems. If these sales are consummated, they will not result in an early liquidation of the partnership, but they will allow the partnership to significantly pay down its existing bank debt, thereby providing greater flexibility for future operations while we continue to explore additional opportunities to market NCP-7’s remaining assets. We do not feel that the lack of viable purchase offers for the partnership’s remaining cable systems reflect a lack of value in those systems or a concern over the operational capabilities of those systems. Instead, based on our experience, many factors affect the market for cable television systems over time, including whether the various companies participating in the cable television industry are generally in an acquisition mode, the availability of financing through lenders or investors and the number of other systems that are either on the market or forecasted to soon be offered for sale.

Our ongoing efforts to explore viable options to sell the partnership’s assets have been in response to input from various limited partners that have expressed an interest in realizing liquidity for their investment in the partnership prior to the partnership’s original expiration date, and our recognition that since the partnership’s units are not actively traded on the secondary market, the sale of the partnership’s assets leading to an early liquidation of the partnership may be a welcomed event for a majority of the partnership’s limited partners. Notwithstanding, while we continue to desire to explore future opportunities to sell the partnership’s assets for fair value, the partnership is not in a position where it has to sell its assets at this time. In November 2003, we successfully refinanced the partnership’s credit facility through March 31, 2009, and the life of the

partnership pursuant to NCP-7’s partnership agreement is not scheduled to expire until December 31, 2010. As a result, while we understand that certain limited partners may be interested in liquidating their position in NCP-7 prior to expiration of the partnership’s term, we are primarily focused on obtaining offers for the partnership’s assets that reflect fair market value.

Meanwhile, we note that certain limited partners have successfully sold their units in the partnership through the American Partnership Board which can be reached at (800) 736-9797. Neither NCP-7, nor any of its affiliates, are associated with the American Partnership Board and our providing this contact information should not be taken as our endorsement of the American Partnership Board or a recommendation as to whether to seek assistance from the American Partnership Board for the sale of any units that you hold in NCP-7. Instead, we are simply providing this contact information to you as an available resource. We also note that pricing information obtained through the American Partnership Board may not reflect fair value for your units in the partnership.

It is our experience, after many years in the cable television industry, that it is difficult to forecast the likelihood of receiving a solid purchase offer from a financially viable purchaser at any specific time. Notwithstanding, in the middle of 2005 we aim to revisit soliciting offers from potential purchasers for NCP-7’s remaining assets. While we are unable at this time to forecast the ultimate outcome of these activities, we shall continue to keep you informed of our efforts.

Very truly yours,
Northland Communications Corporation, G.P.
Northland Cable Properties Seven L.P.

/s/ Richard I. Clark                    
Richard I. Clark
Executive Vice President