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): January 21, 2004


                      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 or organization)      File Number)        Identification No.)


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


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


                                      N/A
            (Former name or address, if changed since last report)





Item 5. Other Events.

         On January 21, 2004, the Restated Certificate and Agreement of
Limited Partnership (the "Partnership Agreement") of Real Estate Associates
Limited VII (the "Partnership") was amended to (1) eliminate the requirement
that the cash proceeds from the sale of an individual project or project
interest must exceed the tax liability to the limited partners resulting from
that sale, and (2) modify the provision in the Partnership Agreement that
requires limited partner approval for a sale of all or substantially all
assets so that sales of projects or project interests in transactions that are
not a series of related transactions do not require limited partner approval.
The amendments to the Partnership Agreement and the complete text of the
Partnership agreement as amended are included as Exhibits 3.1 and 3.2
respectively to this report and incorporated herein by this reference.


Item 7. Financial Statements and Exhibits.

         (c) Exhibits.

         The following exhibits are filed with this report:

    Exhibit Number    Description
    --------------    -----------

         3.1          Amendments to Restated Certificate and Agreement of
                      Limited Partnership

         3.2          Restated Certificate and Agreement of Limited Partnership
                      (complete text as amended)





                                   SIGNATURE

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

                         REAL ESTATE ASSOCIATES LIMITED VII

                         By:   NATIONAL PARTNERSHIP INVESTMENTS CORP.,
                               as General Partner

                               By:      /s/ Jeffrey H. Sussman
                                        ----------------------------------
                               Name:    Jeffrey H. Sussman
                               Title:   Senior Vice President, General
                                        Counsel and Secretary

Date:  January 27, 2004