SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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 ...........................Real Estate Associates Limited VII...................
                (Name of registrant as specified in its charter)

 ................................................................................
     (Name of person(s) filing proxy statement if other than the registrant)

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758963.1


                       REAL ESTATE ASSOCIATES LIMITED VII
                             9090 WILSHIRE BOULEVARD
                         BEVERLY HILLS, CALIFORNIA 90211


                                                              September 29, 1998


Dear Limited Partner:

The consent solicitation period for the proposed sale of the interests of the
Partnership in certain real estate properties, which was originally scheduled to
expire September 10, 1998, has been extended until October 15, 1998 to provide
sufficient time for more Limited Partners to vote. To date we have not received
your vote. The Managing General Partner believes that the Sale is in your best
interests and it is important that you vote as soon as possible.

For your convenience, we have enclosed a duplicate consent form. To be sure your
vote is represented, please sign, date and return this card as promptly as
possible. The proposed sale is described in the previously provided Consent
Solicitation Statement.

The Managing General Partner recommends the proposed sale for the following
reasons:

o        Each of the twelve properties to be included in the proposed sale are
         subject to Housing Assistance Payments Contracts under Section 8 of the
         United States Housing Act. Most of these contracts will expire by the
         end of 2001. Under recently passed legislation, it is expected that
         they will be renewed on significantly less favorable terms, resulting
         in significantly reduced cash flow.

o        Under this recently passed legislation, it is expected that the
         property mortgages will be restructured, which could result in
         significant adverse tax consequences to the Limited Partners, including
         the cancellation of debt, which is taxed as ordinary income under the
         Internal Revenue Code.

o        The Managing General Partner expects the combination of reduced HAP
         Contract payments and the restructuring of the mortgage loans will
         result in a significant reduction in the cash flow generated by the
         properties.

o        The Managing General Partner believes that by approving the proposed
         sale as soon as possible, the Limited Partners may reduce their tax
         exposure with respect to the properties to be included in such sale. If
         the proposed sale is not approved and the properties are instead
         disposed of at a later date, there is a significant risk that the
         Limited Partners will bear a greater tax burden.


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o        The Managing General Partner believes, in light of this recently passed
         legislation, that there is currently no market for the properties
         subject to HAP Contracts. Accordingly, it is unlikely that the
         Partnership would be able to obtain a cash purchase price from a third
         party that will enable Limited Partners to pay a portion of the taxes
         that will be payable upon disposition.

o        The properties to be included in the sale do not produce significant
         cash flow from operations and the Partnership has not made any
         distributions to date. The Partnership has substantially fulfilled its
         original objective of providing tax benefits to the Limited Partners.

o        The Partnership's investments in the properties were initially
         structured primarily to obtain tax benefits and not to provide cash
         distributions. Most Limited Partners no longer realize any material tax
         benefits from continuing to hold their interests in the Partnerships.

o        The Managing General Partner believes that the purchase price for the
         properties is fair to the Limited Partners. In addition, the per unit
         amounts to be distributed to the Limited Partners will be sufficient to
         pay all of the federal and state taxes that will be due in connection
         with such sale (based on the assumptions set forth in the Consent
         Solicitation Statement).

         Each of the points above is addressed more completely in the Consent
Solicitation Statement previously sent to you.

         Your vote is important. Because approval of the proposed sale requires
the affirmative vote of a majority-in-interest of the outstanding units of
limited partnership interest, failure to vote will have the same effect as a
vote against the sale.

         PLEASE RETURN YOUR SIGNED CONSENT FORM EITHER BY FACSIMILE TO
310-275-3640, OR IN THE ENCLOSED ENVELOPE BEFORE OCTOBER 15, 1998.

         Limited Partners should also be aware of the following additional
development:

         On August 27, 1998, two investors holding an aggregate of eight units
of limited partnership in Real Estate Associates Limited III (a NAPICO
Partnership) and two investors holding an aggregate of five units of limited
partnership interest in Real Estate Associates Limited VI (also a NAPICO
Partnership) commenced an action in the United States District Court for the
Central District of California against NAPICO, National Partnership Investments
Associates, National Partnership Investment Associates II, Alan I. Casden, Henry
C. Casden, Charles H. Boxenbaum, Bruce E. Nelson and seven NAPICO Partnerships,
including the Partnership. The complaint alleges that the defendants breached
their fiduciary duty to the limited partners of such NAPICO Partnerships and
made materially false and misleading


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statements in the consent solicitation statements sent to the limited partners
of such partnerships. The plaintiffs seek preliminary and permanent injunctive
relief and other equitable relief, as well as compensatory and punitive damages.
The Managing General Partner and the other defendants believe that the
plaintiffs' claims are totally without merit and intend to contest the action
vigorously.

         PLEASE RETURN YOUR SIGNED CONSENT FORM TODAY.  YOUR VOTE
IS IMPORTANT.  PLEASE DO NOT DELAY.

         If you have any questions, or if you would like to request an
additional copy of the Consent Solicitation Statement, please do not hesitate to
contact MacKenzie Partners, the Partnership's consent solicitation agent, toll
free at 800-322-2885 or collect at 212-929-5500.

                                          Very truly yours,



                                          National Partnership Investments Corp.





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