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

Date of Report (Date of earliest event reported): March 714, 2012

Southwest Royalties Institutional Income Fund VII-B, L.P.
	(Exact name of Registrant as specified in its charter)

Delaware	33-11576	75-2165825
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification Number)

6 Desta Drive, Suite 6500, Midland, Texas		79705-5510
(Address of principal executive offices)		(Zip code)

Registrant's Telephone Number, including area code: (432) 682-6324

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5 3.0703. ~~Submission~~Material ofModification ~~Matters~~ to aRights ~~Vote~~ of Security Holders.

AThe ~~special~~information ~~meeting~~set offorth ~~the~~under ~~limited partners of Southwest Royalties Institutional Income Fund VII-B, L.P., a Delaware limited partnership (the “Partnership”), was held on March~~Item ~~7, 2012, at 10:00 a~~5.~~m.,~~01 ~~local~~hereto ~~time,~~is athereby ~~the~~incorporated ClayDesta Conference Center, Six Desta Drive, Suite 6550, Midland, Texas 79705. At the special meeting, the limited partners of the Partnership approved an agreement and plan of merger dated as of October 28, 2011 (the “Merger Agreement”), by ~~and~~reference ~~between Southwest Royalties, Inc., a Delaware corporation (“SWR”), and the Partnership, pursuant to which the Partnership will merge~~ into ~~SWR,~~this ~~with SWR being the surviving corporation in the merger (the “Merger”)~~Item 3.03.

AsItem of5.01. Change ~~January 12,~~in ~~2012,~~Control ~~the record date for the special meeting, 15,000 units representing limited partnership interests~~ of the ~~Partnership (the “Units”) were entitled to vote at the special meeting, of which 10,459, or approximately 70%, of the Units were represented in person or by proxy~~Registrant.

~~Pursuant~~On toMarch 14, 2012, and in accordance with the ~~Merger~~previously announced Agreement and Plan of Merger, ~~approval~~dated as of October 28, 2011 (the “Merger Agreement”), ~~required~~between ~~that~~Southwest ~~(1)~~Royalties ~~the~~Institutional ~~limited~~Income ~~partners~~Fund ofVII-B, L.P., a Delaware limited partnership (the “Partnership”), ~~who~~and ~~own~~Southwest ~~more~~Royalties, ~~than~~Inc., 50a ~~percent~~Delaware corporation and the general partner of the ~~Units~~Partnership ~~owned~~(“SWR”), bythe ~~all~~Partnership ~~limited~~was ~~partners~~merged ~~vote~~with ~~their~~and ~~Units~~into toSWR, ~~approve~~with SWR continuing as the ~~Merger~~surviving ~~agreement~~entity (such transaction, the “Merger”). At ~~and~~ the ~~transactions~~effective ~~contemplated~~time byof the Merger, ~~Agreement~~all ~~and~~of ~~(2)~~ the units representing limited ~~partners~~partnership ofinterests in the Partnership (the “Units”), other than those held by SWR, (were converted into the ~~“Unaffiliated~~right ~~Investors”),~~to ~~who~~receive ~~own~~cash ~~more~~in ~~than~~an 50amount ~~percent~~equal to $262.04 per Unit (the stated merger consideration of $275.54 per Unit, less the ~~Units~~amount ~~owned~~of byper ~~all~~Unit ~~Unaffiliated~~cash ~~Investors~~distributions ~~present~~made after September 30, 2011). SWR will not receive any cash payment for its partnership interest in ~~person~~the orPartnership. However, byas ~~proxy~~a atresult of the ~~special~~Merger, ~~meeting~~SWR ~~vote~~acquired ~~their~~100% ~~Units~~of the assets and liabilities of the Partnership. SWR intends to ~~approve~~terminate the ~~Merger~~registration ~~Agreement~~of the Units under the Securities Exchange Act of 1934, as amended (the ~~Merger~~“Exchange Act”) and the ~~transactions~~Partnership’s ~~contemplated~~obligations byto file reports and other information under the ~~Merger~~Exchange ~~Agreement~~Act.

~~The~~SWR ~~results~~obtained ofthe funds to finance the ~~vote~~merger ofconsideration ~~limited~~by ~~partners~~conveying ofa ~~the~~volumetric ~~Partnership~~production ~~described~~payment on certain properties acquired in ~~clause~~the ~~(1)~~Merger ~~above~~to ~~are~~a asthird ~~follows:~~party.

For	Against	Abstain
9,898	479	82

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

~~The~~Item ~~results~~9.01. Financial ofStatements ~~the~~and ~~vote of the Unaffiliated Investors described in clause (2) above are as follows:~~Exhibits.

For	Against	Abstain
3,389	479	82

(d) Exhibits.

In connection with the special meeting, SWR also solicited proxies with respect to a proposal to adjourn or postpone the special meeting to a later date, if necessary or appropriate, including an adjournment or postponement to solicit additional proxies if, at the special meeting, the number of Units present or represented by proxy and voting in favor of the approval of the Merger Agreement was insufficient to approve the Merger Agreement. The adjournment proposal, which was unnecessary in light of the approval of the Merger Agreement as indicated above, was not submitted to the limited partners of the Partnership at the special meeting.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated October 28, 2011 by and between Southwest Royalties, Inc. and Southwest Royalties Institutional Income Fund VII-B, L.P., incorporated by reference to Exhibit 2.1 to Southwest Royalties Institutional Income Fund VII-B, L.P.’s Current Report on Form 8-K filed on November 2, 2011

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.

		Southwest Royalties Institutional Income
		Fund VII-B, L.P.

		By:	Southwest Royalties, Inc.
		Name:	General Partner
Date:	March 914, 2012	By:	/s/ Michael L. Pollard
		Name:	Michael L. Pollard
		Title:	Senior Vice President

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated October 28, 2011 by and between Southwest Royalties, Inc. and Southwest Royalties Institutional Income Fund VII-B, L.P., incorporated by reference to Exhibit 2.1 to Southwest Royalties Institutional Income Fund VII-B, L.P.’s Current Report on Form 8-K filed on November 2, 2011

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