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): August 29, 2002

                      REAL ESTATE ASSOCIATES LIMITED VII
            (Exact name of registrant as specified in its charter)


               California                   0-13810               95-3290316
      (State or other jurisdiction        (Commission          (I.R.S. Employer
            of incorporation)             File Number)          Identification
                                                                    Number)


                                55 Beattie Place
                              Post Office Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)


      Registrant's telephone number, including area code (864) 239-1000


                                       N/A

                (Former address, if changed since last report)











Item 4.     Changes in Registrant's Certifying Accountant

As of August  29,  2002,  Deloitte  & Touche  LLP,  the  independent  accountant
previously engaged as the principal accountant to audit the financial statements
of Real Estate Associates  Limited VII (the "Registrant" or the  "Partnership"),
was dismissed. As of the same date, the firm of Ernst & Young LLP was engaged to
provide the service for the Registrant.

The audit  reports of Deloitte & Touche LLP on the  financial  statements of the
Partnership  as of and for the years  ended  December  31, 2001 and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles.  However, the audit reports
for the years ended  December 31, 2001 and 2000 were modified as to  uncertainty
of the Partnership to continue as a going concern.

The decision to change accountants was approved by the board of directors of the
general partner of the Partnership on August 29, 2002.

During the Partnership's two most recent fiscal years and any subsequent interim
period  preceding  the  change,  there  were no  disagreements  with the  former
accountants  on any matter of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the  disagreements in connection with
its report.

The Registrant has provided a copy of this disclosure to the former  accountant,
and the Registrant  requested that the former accountant  furnish the Registrant
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether it agrees  with the  statements  made by the  Registrant,  and,  if not,
stating  the  respects  in  which  it  does  not  agree.  A copy  of the  former
accountant's  response  indicating  agreement  is included as an exhibit to this
report.

During the  Partnership's  two most recent fiscal years ended  December 31, 2001
and the subsequent  interim period through August 29, 2002, the  Partnership did
not consult with Ernst & Young LLP with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of  audit  opinion  that  might  be  rendered  on  the  Partnership's  financial
statements,  or any other  matters  or  reportable  events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-B.

Item 7.     Financial Statements and Exhibits

      (c)   Exhibits

            16.1  Letter  dated  August  29,  2002  from the  former  accountant
                  regarding  its  concurrence  with the  statements  made by the
                  Registrant in this Current Report.







                                    SIGNATURE



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.



                                    REAL ESTATE ASSOCIATES LIMITED VII
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          General Partner


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Chief Financial Officer


                                    Date: September 6, 2002





                                                                  Exhibit 16.1





August 29, 2002



Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read  Item 4 of Real  Estate  Associates  Limited  VII's  Form 8-K dated
August 29, 2002 and have the following comments:

1.    We agree with the statements  made in paragraphs 1 through 5, for which we
      have a basis to comment on, and we agree with, the disclosures.

2.    We have no basis on which to agree or disagree with the statements made in
      paragraph 6, for which we have no basis on which to comment.

Yours truly,



DELOITTE & TOUCHE LLP
Los Angeles, California