UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number:  0-16718

Northland Cable Properties Seven Limited Partnership

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes o No þ

Table of Contents

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS — (UNAUDITED)

The accompanying notes are an integral part of these statements.

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS — (UNAUDITED)

The accompanying notes are an integral part of these statements.

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS — (UNAUDITED)

The accompanying notes are an integral part of these statements.

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1) Basis of Presentation

These unaudited financial statements are being filed in conformity with Rule 10-01 of Regulation S-X regarding interim financial statement disclosure and do not contain all of the necessary footnote disclosures required for a full presentation of the balance sheets, statements of operations and statements of cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, these statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership’s financial position at March 31, 2005, its statements of operations for the three months ended March 31, 2005 and 2004, and its statements of cash flows for the three months ended March 31, 2005 and 2004. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. These financial statements and notes should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2004.

On February 2, 2005 and February 24, 2005, the Partnership executed purchase and sale agreements to sell the operating assets and franchise rights of its cable systems serving the communities of Brenham and Bay City, Texas, respectively. The Brenham and Bay City systems serve approximately 3,400 and 4,300 subscribers, respectively. As management believes that the sale of these assets is probable, the assets associated with the transactions are considered to be held for sale, as defined in SFAS No. 144. Accordingly, the accompanying financial statements report the operations of these systems for the periods presented as discontinued operations.

(2) Intangible Assets

In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” the Partnership does not amortize goodwill or any other intangible assets determined to have indefinite lives. The Partnership has determined that its franchises meet the definition of indefinite lived assets. The Partnership tests these assets for impairment on an annual basis during the fourth quarter, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

Loan fees are being amortized using the straight-line method, which approximates the effective interest rate method. Future amortization of loan fees is expected to be approximately as follows:

(3) System Sales

On February 2, 2005, the Partnership executed a purchase and sale agreement to sell the operating assets and franchise rights of its cable system serving the community of Brenham, Texas. The terms of the purchase and sale agreement included a sales price of $2,291 per subscriber, and requires that approximately $850,000 of the gross proceeds be placed in escrow to secure compliance with representations and warranties. These escrow proceeds are to be released to the Partnership eighteen months from the closing of the transaction. Management estimates that the net proceeds to be received upon closing will be approximately $6.7 million, substantially all of which will be used to pay down amounts outstanding under the Partnership’s Credit Facility (currently $18,275,000).

On February 24, 2005, the Partnership executed a purchase and sale agreement to sell the operating assets and franchise rights of its cable system serving the community of Bay City, Texas. The terms of the purchase and sale agreement included a sales price of $2,206 per subscriber, and requires that approximately 10% of the gross proceeds be placed in escrow to secure compliance with representations and warranties. These escrow proceeds are to be released to the Partnership eighteen months from the closing of the transaction. Management estimates that the net proceeds to be received upon closing will be approximately $8.2 million, substantially all of which will be used to pay down amounts outstanding under the Partnership’s Credit Facility (currently $18,275,000).

Both of these transactions are expected to close by the end of the second quarter of 2005, and management believes that the sale of these assets is probable. Accordingly, the assets associated with the transactions are considered to be held for sale, as defined in SFAS No. 144 and the operations of these systems, for the periods presented, have been presented as discontinued operations.

The assets and liabilities attributable to the Brenham and Bay City systems as of March 31, 2005 and December 31, 2004 consist of the following:

In addition, the revenue, expenses and other items attributable to the operations of the Brenham and Bay City systems for the three months ended March 31, 2005 and 2004 have been reported as discontinued operations in the accompanying statements of operations, and include the following:

In accordance with EITF 87-24, “Allocation of Interest to Discontinued Operations”, the Partnership allocated interest expense to discontinued operations using the historic weighted average interest rate applicable to the Partnership’s term loan and approximately $14,950,000 in expected principal payments, which will be applied to the term loan upon closing of the transactions.

(4) Notes Payable

     On November 6, 2003, the Partnership refinanced its existing credit facility with a new lender. The credit facility establishes a term loan in the amount of $21,500,000, the proceeds from which were used to repay the Partnership’s existing credit facilities, to provide working capital and for other general purposes.

     In March 2005, the Partnership agreed to certain terms and conditions with its existing lender and amended its term loan agreement. The terms of the amendment modify the principal repayment schedule, the interest rate margins and various covenants (described below). The term loan is collateralized by a first lien position on all present and future assets of the Partnership and matures March 31, 2009.

     The interest rate per annum applicable to the Refinanced Credit Facility is a fluctuating rate of interest measured by reference to either: (i) the U.S. dollar prime commercial lending rate announced by the lender (Base Rate), plus a borrowing margin; or (ii) the London interbank offered rate (LIBOR), plus a borrowing margin. Under the amendment to the term loan agreement, the applicable borrowing margins vary, based on the Partnership’s leverage ratio, from 2.75% to 3.50% for Base Rate loans and from 3.75% to 4.50% for LIBOR loans. Under the terms of the amendment to the term loan agreement, in the event that the Partnership has not completed the sale of the Brenham and Bay City Systems by June 30, 2005, substantially all of the proceeds from which are required to be used to repay amounts outstanding under the credit facility, the margin would increase by an additional 1.50%. If the sales of these systems are not completed by September 30, 2005, the margin would increase by another additional 1.50%. Such increases would be eliminated upon the sales of the Brenham and Bay City Systems.

     In addition, in the event the Partnership prepays the Refinanced Credit Facility in excess of $5,375,000 prior to the third anniversary of the closing of the refinancing transaction, the Partnership would be required to pay a Prepayment Fee to the lender, as defined by the terms of the Refinanced Credit Facility.

     Annual maturities of the note payable after March 31, 2005, are as follows:

The amendment to the term loan agreement also modified the covenants, which require the Partnership to comply with specified financial ratios, including maintenance, as tested on a quarterly basis, of: (A) a Maximum Total Leverage Ratio (the ratio of Funded Debt to Annualized EBITDA (as defined)) of not more than 4.75 to 1.00, decreasing over time to 3.50 to 1.00; (B) a Minimum Interest Coverage Ratio (the ratio of Annualized EBITDA (as defined) to aggregate Interest Expense for the immediately preceding four consecutive fiscal quarters) of not less than 2.50 to 1.00, increasing over time to 3.50 to 1.00; (C) a Minimum Total Debt Service Coverage Ratio (the ratio of Annualized EBITDA (as defined) to the Partnership’s debt service obligations for the following twelve months) of not less than 1.00 to 1.00, increasing over time to 1.10 to 1.00 (this covenant will not be measured during 2005 under the terms of the amendment to the term loan agreement); and (D) Maximum Capital Expenditures of not more than $2,500,000. As of March 31, 2005, the Partnership was in compliance with the terms of the loan agreement.

As of March 31, 2005, the balance under the credit facility is $18,275,000 and applicable interest rates are as follows: $16,500,000 at a LIBOR based interest rate of 7.35% and $1,775,000 at a LIBOR based interest rate of 7.59%. These interest rates expire during the second quarter of 2005, at which time, new rates will be established.

PART I (continued)

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations

Results of Continuing Operations — Three Months Ended March 31, 2005 and 2004

Revenues from continuing operations totaled $2,113,012 for the three months ended March 31, 2005, representing a decrease of $66,308 or approximately 3% from the same period in 2004. Rate increases implemented during 2004 and increased revenue from the Partnership’s Internet product were offset by decreases in subscribers. Total basic subscribers attributable to continuing operations decreased from 15,088 as of March 31, 2004 to 14,272 as of December 31 2005. The loss in subscribers is a result of several factors including competition from DBS providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. To reverse this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video and data products.

Of these revenues, $1,495,158 (71%) was derived from basic services, $135,569 (6%) from premium services, $250,506 (12%) from expanded basic services, $21,062 (1%) from digital services, $34,353 (2%) from high speed Internet services, $63,542 (3%) from advertising, $39,035 (2%) from late fees, and $73,787 (3%) from other sources.

Cable system operations expenses attributable to continuing operations totaled $183,919 for the three months ended March 31, 2005, a decrease of $8,457 or approximately 4% over the same period in 2004. Such decrease is primarily attributable to decreased operating salaries and employee benefit costs and decreased system maintenance costs.

General and administrative expenses attributable to continuing operations totaled $529,352 for the three months ended March 31, 2005, a decrease of $8,004 or approximately 1% over the same period in 2004. This decrease is primarily attributable to decreases in revenue based fees such as franchise and management fees, decreased property taxes and audit fees, and decreases in other administrative overhead costs.

Programming expenses attributable to continuing operations totaled $695,386 for the three months ended March 31, 2005, representing an increase of $13,660 or approximately 2% over the same period in 2004. Such increase is primarily attributable to an increase in the costs associated with the Partnership’s high-speed Internet product and higher costs charged by various program suppliers, offset by a decrease in advertising expenses

Depreciation and amortization expense attributable to continuing operations for the three months ended March 31, 2005 increased from $378,770 for the three months ended March 31, 2004 to $391,236 for the same period in 2005. Such increase is primarily attributable to depreciation of recent purchases related to the upgrade of plant and equipment, offset by certain assets becoming fully depreciated.

Interest expense and amortization of loan fees allocated to continuing operations decreased approximately $39,175, or approximately 38% from $104,057 to $64,882 for the three months ended March 31, 2005. This decrease is attributable to lower average outstanding indebtedness as a result of required principal repayments offset by higher interest rates during the first quarter of 2005 as compared to 2004.

In accordance with EITF 87-24, “Allocation of Interest to Discontinued Operations”, the Partnership allocated interest expense to discontinued operations using the historic weighted average interest rate applicable to the Partnership’s term loan and approximately $14,950,000 in expected principal payments, which will be applied to the term loan upon closing of the transactions.

Liquidity and Capital Resources

The Partnership’s primary source of liquidity is cash flow provided by operations. The Partnership generates cash through the monthly billing of subscribers for cable services. Losses from uncollectible accounts have not been material. Based on management’s analysis, the Partnership’s cash flow from operations and cash on hand will be sufficient to cover future operating costs, debt service, planned capital expenditures and working capital needs over the next twelve-month period.

Net cash provided by operating activities totaled $539,775 for the three months ended March 31, 2005. Adjustments to the $245,507 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation and amortization of $467,114 and loan fee amortization of $37,307, offset by a gain on the disposal of assets of $23,832 and changes in other operating assets and liabilities of $198,216.

Net cash used in investing activities consisted of $181,204 in capital expenditures, offset by the receipt of $24,242 in insurance proceeds for the three months ended March 31 2005.

Net cash used in financing activities for the three months ended March 31, 2005, consisted of $137,062 in loan fee payments that were made in connection with the amendment to the term loan agreement.

Notes Payable

On November 6, 2003, the Partnership refinanced its existing credit facility with a new lender. The credit facility establishes a term loan in the amount of $21,500,000, the proceeds from which were used to repay the Partnership’s existing credit facilities, to provide working capital and for other general purposes.

In March 2005, the Partnership agreed to certain terms and conditions with its existing lender and amended its term loan agreement. The terms of the amendment modify the principal repayment schedule, the interest rate margins and various covenants (described below). The term loan is collateralized by a first lien position on all present and future assets of the Partnership and matures March 31, 2009.

The interest rate per annum applicable to the Refinanced Credit Facility is a fluctuating rate of interest measured by reference to either: (i) the U.S. dollar prime commercial lending rate announced by the lender (Base Rate), plus a borrowing margin; or (ii) the London interbank offered rate (LIBOR), plus a borrowing margin. Under the amendment to the term loan agreement, the applicable borrowing margins vary, based on the Partnership’s leverage ratio, from 2.75% to 3.50% for Base Rate loans and from 3.75% to 4.50% for LIBOR loans. Under the terms of the amendment to the term loan agreement, in the event that the Partnership has not completed the sale of the Brenham and Bay City Systems by June 30, 2005, substantially all of the proceeds from which are required to be used to repay amounts outstanding under the credit facility, the margin would increase by an additional 1.50%. If the sales of these systems are not completed by September 30, 2005, the margin would increase by another additional 1.50%. Such increases would be eliminated upon the sales of the Brenham and Bay City Systems.

In addition, in the event the Partnership prepays the Refinanced Credit Facility in excess of $5,375,000 prior to the third anniversary of the closing of the refinancing transaction, the Partnership would be required to pay a Prepayment Fee to the lender, as defined by the terms of the Refinanced Credit Facility.

Annual maturities of the note payable after March 31, 2005, are as follows:

The amendment to the term loan agreement also modified the covenants, which require the Partnership to comply with specified financial ratios, including maintenance, as tested on a quarterly basis, of: (A) a Maximum Total Leverage Ratio (the ratio of Funded Debt to Annualized EBITDA (as defined)) of not more than 4.75 to 1.00, decreasing over time to 3.50 to 1.00; (B) a Minimum Interest Coverage Ratio (the ratio of Annualized EBITDA (as defined) to aggregate Interest Expense for the immediately preceding four consecutive fiscal quarters) of not less than 2.50 to 1.00, increasing over time to 3.50 to 1.00; (C) a Minimum Total Debt Service Coverage Ratio (the ratio of Annualized EBITDA (as defined) to the Partnership’s debt service obligations for the following twelve months) of not less than 1.00 to 1.00, increasing over time to 1.10 to 1.00 (this covenant will not be measured during 2005 under the terms of the amendment to the term loan agreement); and (D) Maximum Capital Expenditures of not more than $2,500,000. As of March 31, 2005, the Partnership was in compliance with the terms of the loan agreement.

As of March 31, 2005, the balance under the credit facility is $18,275,000 and applicable interest rates are as follows: $16,500,000 at a LIBOR based interest rate of 7.35% and $1,775,000 at a LIBOR based interest rate of 7.59%. These interest rates expire during the second quarter of 2005, at which time, new rates will be established.

System Sales

On February 2, 2005, the Partnership executed a purchase and sale agreement to sell the operating assets and franchise rights of its cable system serving the community of Brenham, Texas. The terms of the purchase and sale agreement included a sales price of $2,291 per subscriber, and requires that approximately $850,000 of the gross proceeds be placed in escrow to secure compliance with representations and warranties. These escrow proceeds are to be released to the Partnership eighteen months from the closing of the transaction. Management estimates that the net proceeds to be received upon closing will be approximately $6.7 million, substantially all of which will be used to pay down amounts outstanding under the Partnership’s Credit Facility (currently $18,275,000).

On February 24, 2005, the Partnership executed a purchase and sale agreement to sell the operating assets and franchise rights of its cable system serving the community of Bay City, Texas. The terms of the purchase and sale agreement included a sales price of $2,206 per subscriber, and requires that approximately 10% of the gross proceeds be placed in escrow to secure compliance with representations and warranties. These escrow proceeds are to be released to the Partnership eighteen months from the closing of the transaction. Management estimates that the net proceeds to be received upon closing will be approximately $8.2 million, substantially all of which will be used to pay down amounts outstanding under the Partnership’s Credit Facility (currently $18,275,000).

Both of these transactions are expected to close by the end of the second quarter of 2005, and management believes that the sale of these assets is probable. Accordingly, the assets associated with the transactions are considered to be held for sale, as defined in SFAS No. 144 and the operations of these systems, for the periods presented, have been presented as discontinued operations.

On March 11, 2003, the Partnership sold the operating assets and franchise rights of its cable systems in and around the communities of Sequim and Camano Island, Washington (the “Washington Systems”). In association with this transaction, approximately $1,060,000 was to be held in escrow and released to the Partnership one year from the closing of the transaction, subject to general representations and warranties. In March of 2004, the Partnership received notice from the buyer of the Washington Systems of certain claims, which were made under the holdback agreement provisions of the purchase and sale agreement. Management believes that such claims are unsubstantiated and intends to vigorously contest such claims. However, approximately $412,000 of the original escrow proceeds will remain in escrow until such claims are resolved. The escrow proceeds in excess of the claims were released to the Partnership in March of 2004. The Partnership has filed a lawsuit against the buyer of the Washington Systems for recovery of the remaining escrow proceeds and unspecified damages and a trial date has been set for September of 2005.

Obligations and Commitments

In addition to working capital needs for ongoing operations, the Partnership has capital requirements for annual maturities related to the Refinanced Credit Facility and required minimum operating lease payments. The following table summarizes the Partnership’s contractual obligations as of March 31, 2005:

Capital Expenditures

During the first three months of 2005, the Partnership paid approximately $180,000 in capital expenditures. These expenditures included the continuation of distribution plant upgrades in both Toccoa and Royston, Georgia, and the continued launch of high speed Internet services in areas served by the Partnership’s systems.

Management has budgeted that the Partnership will spend approximately $2,000,000 on capital expenditures during the remainder of 2005. Planned expenditures include the continuation of distribution plant upgrades and two way activation in all of the Georgia systems, the launch of digital and high-speed Internet services in Sandersville, Georgia, potential line extension opportunities, vehicle replacements and the continued deployment of high-speed Internet services in certain areas of the Partnership’s systems.

Recently Issued Accounting Pronouncements

In November 2004, the EITF ratified its consensus on Issue No. 03-13, “Applying the Conditions in paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations” (“EITF 03-13”). EITF 03-13 relates to components of an enterprise that are either disposed of or classified as held for sale. EITF 03-13 allows significant events or circumstances that occur after the balance sheet date but before the issuance of financials statements to be taken into consideration in the evaluation of whether a component should be presented as discontinued or continuing operations, and modifies assessment period guidance to allow for an assessment period of greater than one year. The implementation of EITF 03-13 does not have a material impact on the Partnership’s financial statements.

Critical Accounting Policies

This discussion and analysis of financial condition and results of operations is based on the Partnership’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following critical accounting policies require a more significant amount of management judgment than other accounting policies the Partnership employs.

Revenue Recognition - Cable television service revenue, including service and maintenance, is recognized in the month service is provided to customers. Advance payments on cable services to be rendered are recorded as subscriber prepayments. Revenues resulting from the sale of local spot advertising are recognized when the related advertisements or commercials appear before the public.

Property and Equipment - Property and equipment are recorded at cost. Costs of additions and substantial improvements, which include materials, labor, and other indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel and other costs. These costs are estimated based on historical information and analysis. The Partnership periodically performs evaluations of these estimates as warranted by events or changes in circumstances.

In accordance with SFAS No. 51, “Financial Reporting by Cable Television Companies,” the Partnership also capitalizes costs associated with initial customer installations. The costs of disconnecting service or reconnecting service to previously installed locations is expensed in the period incurred. Costs for repairs and maintenance are also charged to operating expense, while equipment replacements, including the replacement of drops, are capitalized.

Intangible Assets - In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” the Partnership does not amortize goodwill or any other intangible assets determined to have indefinite lives. The Partnership has determined that its franchises meet the definition of indefinite lived assets. The Partnership tests these assets for impairment on an annual basis during the fourth quarter, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

Management believes the franchises have indefinite lives because the franchises are expected to be used by the Partnership for the foreseeable future and effects of obsolescence, competition and other factors are minimal. In addition, the level of maintenance expenditures required to obtain the future cash flows expected from the franchises

are not material in relation to the carrying value of the franchises. While the franchises have defined lives based on the franchising authority, renewals are routinely granted, and management expects them to continue to be granted. This expectation is supported by management’s experience with the Partnership’s franchising authorities and the franchising authorities of the Partnership’s affiliates.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Partnership is subject to market risks arising from changes in interest rates. The Partnership’s primary interest rate exposure results from changes in LIBOR or the prime rate, which are used to determine the interest rate applicable to the Partnership’s debt facilities. The Partnership has from time to time entered into interest rate swap agreements to partially hedge interest rate exposure. Interest rate swaps have the effect of converting the applicable variable rate obligations to fixed or other variable rate obligations. As of the date of this filing, the Partnership is not involved in any interest rate swap agreements. The potential loss over one year that would result from a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate of all of the Partnership’s variable rate obligations would be approximately $183,000.

Cautionary statement for purposes of the “Safe Harbor” provisions of the Private Litigation Reform Act of 1995: Statements contained or incorporated by reference in this document that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Reform Act of 1995. Forward-looking statements may be identified by use of forward-looking terminology such as “believe”, “intends”, “may”, “will”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms, variations of those terms or the negative of those terms.

ITEM 4. Controls and Procedures

The Partnership maintains disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Chief Executive Officer and President (Principal Financial and Accounting Officer) of the Managing General Partner have evaluated these disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

There has been no change in the Partnership’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1 Legal proceedings

The Partnership has filed a lawsuit against the buyer of the Washington Systems for recovery of the remaining escrow proceeds and unspecified damages and a trial date has been set for September of 2005.

In addition, The Partnership is party to ordinary and routine litigation proceedings that are incidental to the Partnership’s business. Management believes that the outcome of all pending legal proceedings will not, individually or in the aggregate, have a material adverse effect on the Partnership, its financial conditions, prospects or debt service abilities.

ITEM 2 Changes in securities

     None

ITEM 3 Defaults upon senior securities

     None

ITEM 4 Submission of matters to a vote of security holders

     None

ITEM 5 Other information

     None

ITEM 6 Exhibits and Reports on Form 8-K

(a)

Exhibit Index

	31 (a).	Certification of Chief Executive Officer of Northland Communications Corporation, the Managing General Partner, dated May 12, 2005 pursuant to section 302 of the Sarbanes-Oxley Act
	31 (b).	Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the Managing General Partner, dated May 12, 2005 pursuant to section 302 of the Sarbanes-Oxley Act
	32 (a).	Certification of Chief Executive Officer of Northland Communications Corporation, the Managing General Partner, dated May 12, 2005 pursuant to section 906 of the Sarbanes-Oxley Act
	32 (b).	Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the Managing General Partner, dated May 12, 2005 pursuant to section 906 of the Sarbanes-Oxley Act

	(b)	Reports on Form 8-K
		Form 8-K filed on April 8, 2005 Letter to limited partners regarding mini-tender offer dated April 7, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

BY: Northland Communications Corporation,
General Partner