UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 17, 2004

NTS-PROPERTIES VII, LTD.
(Exact Name of Registrant as Specified in Its Charter)

Florida	0-17589	61-1119232
(State or jurisdiction of	(Commission File	(IRS Employer
Incorporation)	Number)	Incorporation)

10172 Linn Station Road,
Louisville, Kentucky 40223
(Address of Principal Executive Offices)

(502) 426-4800
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

ITEM 9. Regulation FD Disclosure.

On August 17, 2004, NTS-Properties Associates VII, the general partner of NTS-Properties VII, Ltd. sent a notice to limited partners regarding a mini-tender offer by CMG Partners, LLC. A copy of the notice is attached to this current report on Form 8-K as Exhibit 99.1.

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.

NTS-PROPERTIES VII, LTD.


By:		NTS-Properties Associates VII,
		General Partner
		By: NTS Capital Corporation,
		General Partner

/s/ Gregory A. Wells

Gregory A. Wells

Senior Vice President and

Chief Financial Officer of

NTS Capital Corporation

Date: August 17, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 8-K

ITEM 9. Regulation FD Disclosure.

SIGNATURES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

NTS PROPERTIES VII 8-K