UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~__________~~ _________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~Date of Report ~~EXCHANGE~~(date ~~ACT~~of OFearliest ~~1934~~event reported): June 30, 2006

~~Date~~Commission File ofNumber: ~~Report (Date of earliest event reported)~~ 0-26594

~~December~~PLM Equipment ~~22,~~Growth ~~2004~~& ~~(December~~Income 22Fund VII, ~~2004)~~ a California limited partnership

Commission File Number 0-26594

PLM EQUIPMENT GROWTH & INCOME FUND VII

(Exact name of registrant as specified in its charter)

California 94-3168838 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Nyala Farms Road Westport CT 06880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 341-0555

~~Item 4~~ (State of jurisdiction (I.~~01 Changes in Registrant's Certifying Accountant~~R. S. Employer

~~On December 22, 2004, the Board~~ of ~~Directors of the General Partner of PLM Equipment Growth & Income Fund VII (the “Partnership”~~ Incorporation) ~~approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Partnership’s principal independent auditors effective immediately~~ Identification No. ~~As previously disclosed, the Partnership’s previous auditors, Ernst & Young, LLP, declined to stand for re-election.~~)

~~During~~405 Lexington ~~the Partnership’s fiscal years ended December 31~~Avenue, 2002 and 2003 and through the subsequent interim periods preceding their engagement, the Partnership did not consult with Grant Thornton on any matters described in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.67th Floor

New York, NY 10174

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 682-3344

Item 8.01 Other Events.

On June 30, 2006, the Partnership completed its liquidation and dissolution pursuant to a Plan of Dissolution and Liquidation (the “Plan”), which provided for the liquidation of the assets of, and the dissolution of, the Partnership.

In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) with PLM Financial Services, Inc., the General Partner of the Partnership (the “Trustee”), as trustee of the PLM Equipment Growth Fund V Liquidating Trust (the “Liquidating Trust”). As of June 30, 2006, the holders of general and limited partner interest in the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder’s interest in the Partnership.

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In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining cash and non-cash assets and all of its remaining liabilities to the Liquidating Trust. On June 30, 2006, the Partnership filed a Certificate of Dissolution and a Certificate of Cancellation with the Secretary of State of the State of California.

Item 9.01 Financial Statements and Exhibits.

2.1 Plan of Dissolution and Liquidation

10.2 Liquidating Trust Agreement

SIGNATURE

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

~~Date: December 22, 2004~~ PLM Equipment ~~EQUIPMENT~~Growth ~~GROWTH~~ & ~~INCOME~~Income ~~FUND~~Fund VII , a California limited partnership

By: PLM Financial Services, Inc.,

its General Partner

By: /s/ Richard K Brock

Richard K Brock

Chief Financial Officer

Date: June 30, 2006

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Exhibit Index

Exhibit 2.1 Plan of Dissolution and Liquidation (filed herewith)

Exhibit 10.2 Liquidating Trust Agreement (filed herewith)

Filing Compare · PLM EQUIPMENT GROWTH & INCOME FUND VII