June 8, 2005

Mail Stop 4561

      VIA U.S. MAIL AND FAX (864) 239-5824

Brian H. Shuman
Chief Financial Officer
Real Estate Associates Limited/CA, II, III, IV, V, VI and VII
55 Beattie Place
P.O. Box 1089
Greenville, SC 29602

Re:	Real Estate Associates Limited/CA, II, III, IV, V, VI and VII
	Form 10-KSB for the year ended December 31, 2004
      File No. 0-09262, 0-09782, 0-10673, 0-12439, 0-12438, 0-
13112
and 0-13810

Dear Mr. Shuman:

      We have reviewed the above referenced filings and your
responses dated May 10, 2005 and have the following comments for
each
filing.  In our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  After reviewing
this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-KSB for the Year Ended December 31, 2004

Note 1 - Organization and Summary of Significant Accounting
Policies

Recent Accounting Pronouncements
1. We have read and reviewed your response to comment 1.  Please
address the following points in your response:

* Tell us the name of the general partner of the local limited
partnerships and if they are currently consolidating the variable
interest entities.

* Please provide us with the excerpts from the local limited
partnerships agreements that discuss the fact that the general
partner is prohibited from selling, assigning, transferring,
mortgaging, pledging or otherwise encumbering or disposing of its
interests.
2. In your response you list a number of indicators that you
believe
make the general partner the principal and the limited partner the
agent.  A number of the indicators related to the general partner
appear to be the role of a management company.  In addition, under
the terms of the partnership agreement, the general partner is
prohibited from selling, transferring or encumbering its interest
in
the partnership without the approval of the limited partner.  This
also appears to indicate that the general partner is the agent.
Refer to page 3 of the 10-K.  Please explain to the staff in
detail
all kick-out rights that the limited partner possesses.  Tell us
how
you addressed the above factors in determining which party is the
principal and agent.
3. Please provide us with a more complete quantitative analysis to
determine the exposures of the Partnership and general partners to
the expected losses of the respective local limited partnerships.


*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
response to our comment and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact James Webster, Staff Accountant, at (202)
551-
3446 or me, at (202) 551-3486 if you have questions.



						Sincerely,



Daniel Gordon
Accounting Branch Chief


Mr. Brian H. Shuman
Real Estate Associates Limited/CA, II, III, IV, V, VI and VII
June 8, 2005
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