SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                   For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                      For the transition period _________to _________

                         Commission file number 0-13810

                       REAL ESTATE ASSOCIATES LIMITED VII
                 (Name of small business issuer in its charter)

         California                                            95-3290316
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

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

                                 (864) 239-1000
                            Issuer's telephone number

               Securities registered under Section 12(b) of the Exchange Act:

                                      None

               Securities registered under Section 12(g) of the Exchange Act:

                      11,442 Limited Partnership Interests
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety days.
Yes   X    No ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State Issuer's revenue for its most recent fiscal year $4,000.

State the aggregate  market value of the voting  Partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  Partnership
interests  were sold,  or the average bid and asked  prices of such  Partnership
interests,  as of December  31,  2002.  No market for the  Registrant's  limited
partnership  interests exists, and, therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

ITEM 1.  Description of Business

Real  Estate  Associates  Limited  VII ("REAL  VII" or the  "Partnership")  is a
limited  partnership  which was formed under the laws of the State of California
on May 24,  1983.  On  February 1, 1984,  the  Partnership  offered  2,600 units
consisting of 10,400  limited  partnership  interests and warrants to purchase a
maximum  of 5,200  additional  limited  partnership  interests  through a public
offering  managed by E.F.  Hutton Inc. The Partnership  received  $39,000,000 in
subscriptions  for units of limited  partnership  interests (at $5,000 per unit)
during the period  March 7, 1984 to June 11,  1985,  pursuant to a  registration
statement on Form S-11.

The  Partnership  shall be  dissolved  only upon the  expiration  of 50 complete
calendar  years  (December  31,  2033)  from  the date of the  formation  of the
Partnership  or the  occurrence  of various  other  events as  specified  in the
Partnership  agreement.  The principal business of the Partnership is to invest,
directly or  indirectly,  in other limited  partnerships  which own or lease and
operate Federal, state and local government-assisted housing projects.

The general  partners of the  Partnership are National  Partnership  Investments
Corp.  ("NAPICO"),  a California  Corporation (the "Corporate General Partner"),
and National Partnership  Investments  Associates II ("NAPIA II"). NAPIA II is a
limited  partnership  formed under the California  Limited  Partnership  Act and
consists of Mr.  Charles H.  Boxenbaum as the general  partner and two unrelated
individuals as limited  partners.  The business of the  Partnership is conducted
primarily by NAPICO.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  a publicly traded real estate investment trust ("AIMCO"),  and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties Inc. and its subsidiaries,  including 100% of the outstanding capital
stock of NAPICO.  Prior to March 11, 2002, Casden Properties Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation ("CIC").  CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.

The  Partnership  holds  limited  partnership  interests  in  14  local  limited
partnerships  (the "Local  Limited  Partnerships")  as of December 31, 2002. The
Partnership also holds a general partner  interest in Real Estate  Associates IV
("REA IV") which, in turn, holds limited partnership  interests in 12 additional
Local Limited Partnerships as of December 31, 2002,  therefore,  the Partnership
holds  interests,  either  directly  or  indirectly  through REA IV, in 26 Local
Limited  Partnerships  as of December 31, 2002. The other general partner of REA
IV is NAPICO.  During  2002,  the  Partnership  sold its  interest  in two Local
Limited   Partnerships   and  the  lenders   foreclosed  on  two  Local  Limited
Partnerships.  Each of the Local Limited  Partnerships owns a low income housing
project which is subsidized  and/or has a mortgage note payable to or is insured
by agencies of the federal or local government.

The  partnerships in which Real VII has invested are principally  existing Local
Limited Partnerships.  The Partnership became the limited partner in these Local
Limited  Partnerships  pursuant  to  arm's-length  negotiations  with the  Local
Limited  Partnership's  general  partners  who are  often the  original  project
developers.  In certain other cases,  the  Partnership  invested in newly formed
Local Limited  Partnerships which, in turn, acquired the projects.  As a limited
partner,  the  Partnership's  liability  for  obligations  of the Local  Limited
Partnership is limited to its investment. The local general partner of the Local
Limited  Partnership  retains the  responsibility of maintaining,  operating and
managing the property  owned by the Local  Limited  Partnership.  Under  certain
circumstances  of default,  the  Partnership  has the right to replace the local
general partner of the Local Limited  Partnerships,  but otherwise does not have
control of sale, refinancing, etc.

Although each of the  partnerships in which Real VII has invested will generally
own a project  which  must  compete in the market  place for  tenants,  interest
subsidies and rent  supplements from  governmental  agencies make it possible to
offer  these  dwelling  units  to  eligible  "low  income"  tenants  at  a  cost
significantly  below the  market  rate for  comparable  conventionally  financed
dwelling units in the area.

The  Partnership  does not have any  employees.  Services are  performed for the
Partnership  by  the  Corporate  General  Partner  and  agents  retained  by the
Corporate General Partner.

In order to stimulate  private  investment  in low income  housing,  the federal
government  and  certain  state and local  agencies  have  provided  significant
ownership  incentives,   including  among  others,   interest  subsidies,   rent
supplements,  and mortgage insurance, with the intent of reducing certain market
risks and  providing  investors  with  certain tax  benefits,  plus limited cash
distributions  and the  possibility of long-term  capital  gains.  There remain,
however,  significant  risks.  The long-term nature of investments in government
assisted  housing limits the ability of the Partnership to vary its portfolio in
response  to changing  economic,  financial,  and  investment  conditions.  Such
investments  are also  subject to changes in local  economic  circumstances  and
housing patterns, as well as rising operating costs, vacancies,  rent collection
difficulties,  energy shortages,  and other factors which have an impact on real
estate values.  These projects also require greater management expertise and may
have higher operating expenses than conventional housing projects.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the Local Limited  Partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

Laws benefiting  disabled persons may result in the Local Limited  Partnerships'
incurrence of unanticipated expenses.  Under the Americans with Disabilities Act
of 1990,  or ADA,  all places  intended to be used by the public are required to
meet certain Federal requirements related to access and use by disabled persons.
Likewise,  the Fair Housing Amendments Act of 1988, or FHAA,  requires apartment
properties  first  occupied  after  March  13,  1990  to be  accessible  to  the
handicapped.  These  and  other  Federal,  state  and  local  laws  may  require
modifications  to  the  Local  Limited  Partnership's  properties,  or  restrict
renovations of the properties. Noncompliance with these laws could result in the
imposition  of fines or an award of damages to private  litigants and also could
result in an order to correct any non-complying  feature,  which could result in
substantial  capital  expenditures.   Although  the  Corporate  General  Partner
believes that the Local Limited  Partnership's  properties are  substantially in
compliance with present  requirements,  the Local Limited Partnerships may incur
unanticipated expenses to comply with the ADA and the FHAA.

During 2002,  all of the  projects in which the  Partnership  had invested  were
substantially  rented. The following is a schedule of the status, as of December
31,  2002,  of the projects  owned by Local  Limited  Partnerships  in which the
Partnership, either directly or indirectly through REA IV, has invested.

             SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                        IN WHICH REAL VII HAS AN INVESTMENT
                                 DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                                          Units
                                                        Authorized
                                                        for Rental
                                                        Assistance
                                           Financed,      Under             Occupancy
                                            Insured      or Other           Percentage
                                                           Rent
                                              and       Supplement    for the Years Ended
                               Number of  Subsidized     Program          December 31,
Property Name and Location       Units       Under      Section 8      2002       2001
                                                           (B)

Aristocrat Manor
<S>                                <C>                     <C>         <C>           <C>
Hot Springs, AR                    101        (B)          101         91%           82%

Arkansas City Apts.
Arkansas City, AR                  16         (C)           12         78%           88%

Bellair Manor Apts.
Niles, OH                          68         (A)            7         98%           100%

Birch Manor Apts. I
Medina, OH                         60         (A)           12         96%           93%

Birch Manor Apts. II
Medina, OH                         60         (A)            6         94%           95%

Bluewater Apts.
Port Huron, MI                     116        (E)           --         92%           93%

Clarkwood Apts. I
Elyria, OH                         72         (A)           34         97%           96%

Clarkwood Apts. II
Elyria, OH                         120        (A)           51         96%           94%

Hampshire House
Warren, OH                         150        (A)          150         95%           97%

Henrico Arms
Richmond, VA                       232        (D)          232         98%           98%

Ivywood Apts.
Columbus, OH                      124         (A)          124         97%          98%
</TABLE>


              SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                  IN WHICH REAL VII HAS AN INVESTMENT (Continued)
                                 DECEMBER 31, 2002
<TABLE>
<CAPTION>

                                                          Units
                                                        Authorized
                                                        for Rental
                                                        Assistance
                                           Financed,      Under             Occupancy
                                            Insured      or Other           Percentage
                                                           Rent
                                              and       Supplement    for the Years Ended
                               Number of  Subsidized     Program          December 31,
Property Name and Location       Units       Under      Section 8      2002       2001
                                                           (B)

Jasper County Prop.
<S>                                <C>                       <C>       <C>           <C>
Heidelberg, MS                     24         (C)            24        88%           71%

Nantucket Apts.
Alliance, OH                       60         (A)            59        96%           98%

Newton Apts.
Newton, MS                         36         (C)            --        81%           78%

Oak Hill Apts.
Franklin, PA                       120        (A)            82        98%           96%

Oakview Apts.
Monticello, AR                      32        (C)             7        76%           88%

Oakwood Park I Apts.
Lorain, OH                          50        (D)            50        95%           98%

Oakwood Park II Apts.
Lorain, OH                          78        (D)            --        96%           94%

Pachuta Apts.
Pachuta, MS                          16       (C)            16        92%           94%

Rand Grove Village
Palatine, IL                       212        (A)           212        96%           92%

Richards Park Apts.
Elyria, OH                          60        (A)            24        97%           95%

Shubuta Properties
Shubuta, MS                         16        (C)            16        100%          100%

South Glen Apts.
Trenton, MI                        159        (E)            14        98%            96%

Tradewinds East
Essexville, MI                     150        (E)            30        92%            95%

Warren Heights Apts. I
Warren, OH                          88        (A)            88        95%            99%

Yorkview Estates
Massillon, OH                       50        (A)            50        98%            98%
TOTALS                            2,270                   1,401
</TABLE>

(A)   The  mortgage is insured by the  Federal  Housing  Administration  ("FHA")
      under the provisions of Section 236 of the National Housing Act.
(B)   Section 8 of Title II of the  Housing  and  Community  Development  Act of
      1974.
(C) The  mortgage is insured by USDA,  Rural  Development.
(D) The mortgage is insured by FHA, under the  provisions of section  221(d)(3)
     of the National Housing Act.
(E) The mortgage is insured by the Michigan State Housing Development Authority.

Ownership Percentages

The following table details the Partnership's ownership percentages of the Local
Limited  Partnerships  and  the  cost of  acquisition  of  such  ownership.  All
interests are limited  partner  interests.  Also included is the total  mortgage
encumbrance  on each property for each of the Local Limited  Partnerships  as of
December 31, 2002.

<TABLE>
<CAPTION>

                              Real VII      Original Cost              Notes Payable
                             Percentage     of Ownership  Mortgage    and Accrued
       Partnership            Interest        Interest     Notes       Interest
                                                        (in thousands)
<S>                               <C>           <C>       <C>           <C>
Aristocrat Manor                  99%           $ 710     $ 3,090       $    --
Arkansas City Apts.               99%              95         491            --
Bellair Manor Apts.            98.99%             305         743            --
Birch Manor Apts. I            99.55%             250         374         1,023
Birch Manor Apts. II           99.56%             258         607           921
Bluewater Apts.                   99%             650       1,445            --
Clarkwood Apts. I              98.99%             289         416         1,356
Clarkwood Apts. II             99.57%             495         821         2,099
Hampshire House                98.99%             690       2,582            --
Henrico Arms                      98%           1,050       2,316            --
Ivywood Apts.                  98.99%             550       1,378            --
Jasper County Prop.               99%             128         653            --
Nantucket Apts.                98.99%             225         493            --
Newton Apts.                      99%             185         981            --
Oak Hill Apts.                 98.99%             565       1,622            --
Oakview Apts.                     99%             214       1,095            --
Oakwood Park I Apts.           98.79%             160         145         1,032
Oakwood Park II Apts.          99.99%             260         278         1,535
Pachuta Apts.                     99%              85         441            --
Rand Grove Village                98%           1,150       2,265            --
Richards Park Apts.             98.99%            275         598            --
Shubuta Properties                99%              86         439            --
South Glen Apts. (1)              99%             935       2,388            --
Tradewinds East                   99%             850       1,922            --
Warren Heights Apts. I         98.99%             375         985            --
Yorkview Estates               98.99%             220         550            --
                                              $11,055     $29,118       $ 7,966
</TABLE>


(1)   The local limited  partnership sold its investment  property subsequent to
      the year ended December 31, 2002.

Although each Local Limited  Partnership in which the  Partnership  has invested
owns an apartment complex which must compete with other apartment  complexes for
tenants,  government  mortgage  interest and rent  subsidies make it possible to
rent units to eligible tenants at below market rates. In general, this insulates
the projects from market competition.

ITEM 2.  Description of Properties

See  "Item  1.  Description  of  Business"  for the  real  estate  owned  by the
Partnership  through the  ownership  of limited  partnership  interests in Local
Limited Partnerships.

ITEM 3.   Legal Proceedings

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership  interests  and an  accounting.  The matter was tried in October and
November  2002. In November  2002, the jury returned  special  verdicts  against
NAPICO and certain other defendants in the amount of approximately $25.2 million
for  violations of securities  laws and against NAPICO for  approximately  $67.3
million for  breaches of  fiduciary  duty.  In  addition,  the jury  awarded the
plaintiffs  punitive damages against NAPICO of approximately  $92.5 million.  On
April  3,  2003,  the  judge  entered  certain  orders  in  connection  with the
litigation that denied defendants' motion for a new trial and set April 28, 2003
as the date for entry of judgment against NAPICO and certain other defendants in
the amount of $25.2 million for violations of securities laws and against NAPICO
for $67.3 million for breaches of fiduciary  duty,  both amounts plus  interest,
subject to plaintiffs' agreement to reducing the jury award for punitive damages
against NAPICO from $92.5 million to $2.6 million. While the case is expected to
be appealed,  the entire matter is the  responsibility of the former shareholder
of  Casden  Properties  Inc.  pursuant  to  the  documents  related  to  AIMCO's
acquisition of Casden Properties Inc., which was completed in March 2002.

The  holder of a  Partnership  note  payable in the  amount of  $1,675,000  plus
accrued  interest payable of $2,713,000 as of December 31, 2002, seeks to compel
the  Partnership to execute a UCC-1 financing  statement to perfect  plaintiff's
security  interest  in  the  Partnership's   interest  in  the  Henrico  limited
partnership.  The Partnership has no investment  balance related to this limited
partnership.  The property is under  contract for sale to a third party,  with a
closing date of June 30, 2003. A settlement  agreement is being drafted to allow
for time to close the sale.

Subsequent to December 31, 2002, the Partnership  reached a settlement with both
the  general  partner  and the  holders of the  non-recourse  notes  payable and
related  accrued  interest  related  to  South  Glen  Limited  Dividend  Housing
Association.  The Partnership received a cash payment of approximately  $260,000
for the purchase of REAL VII's  partnership  interest and resolution of disputes
with noteholders.  The Partnership had no remaining  investment  related to this
Local Limited Partnership at December 31, 2002.

Subsequent  to December 31,  2002,  the  Partnership  received  partial  summary
judgment  in its action  against  the  general  partner  of Rand  Grove  Village
Partnership and an offer in the amount of approximately $8,500,000 has been made
for the  purchase of the  property by a third  party.  Although  there can be no
assurance that the transaction will close, the Partnership anticipates receiving
distribution proceeds from this anticipated sale that will allow it to repay the
non-recourse notes payable and related accrued interest.  The Partnership had no
remaining  investment related to this Local Limited  Partnership at December 31,
2002.

The Corporate General Partner of the Partnership is a plaintiff in various other
lawsuits  and has also been named a defendant  in other  lawsuits  arising  from
transactions  in the ordinary  course of business.  In the opinion of management
and the Corporate  General  Partner,  the claims will not result in any material
liability to the Partnership.

ITEM 4.   Submission Of Matters To A Vote Of Security Holders

No  matters  were  submitted  to a vote  of the  limited  partners  through  the
solicitation of proxies or otherwise during the quarter ended December 31, 2002.

                                     PART II

ITEM  5.  Market  For  The  Registrant's   Partnership   Interests  And  Related
Partnership Matters

The Limited  Partnership  Interests are not traded on a public exchange but were
sold through a public offering managed by E.F. Hutton Inc. It is not anticipated
that any public market will develop for the purchase and sale of any partnership
interest;  therefore,  an investor may be unable to sell or otherwise dispose of
his or her interest in the  partnership.  Limited  Partnership  Interests may be
transferred only if certain  requirements  are satisfied.  At December 31, 2002,
there were 2,992 registered holders of units in the Partnership. The Partnership
has invested in certain  government  assisted  projects  under programs which in
many  instances  restrict  the cash  return  available  to project  owners.  The
Partnership  was not  designed to provide  cash  distributions  to  investors in
circumstances  other than  refinancing  or  disposition  of its  investments  in
limited  partnerships.  In March 1999, the  Partnership  made a distribution  of
$272,250  to the limited  partners  and $2,750 to the  general  partners,  using
proceeds from the sale of the partnership interests. No other distributions have
been made from the inception of the Partnership.

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

ITEM 6.   Management's Discussion And Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

Capital Resources and Liquidity

The  Partnership's  primary sources of funds include interest income earned from
investing  available cash and distributions  from Local Limited  Partnerships in
which the  Partnership  has  invested.  It is not expected that any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow sufficient to provide for distributions to limited partners in any material
amount.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring operating losses and suffers from a lack of cash as well as a
partners'  deficiency.  In  addition,  the  Partnership  is in  default on notes
payable and related accrued  interest  payable that matured in December 1999 and
January 2002.

Fourteen of the  Partnership's  twenty-six  investments  involved  purchases  of
partnership interests from partners who subsequently withdrew from the operating
partnership.  The  Partnership  is obligated for  non-recourse  notes payable of
approximately  $10,825,000 to the sellers of the partnership interests,  bearing
interest at 9.5 to 10 percent.  Total  outstanding  accrued interest at December
31,  2002 is  approximately  $17,826,000.  These  obligations  and  the  related
interest are collaterized by the  Partnership's  investment in the Local Limited
Partnerships  and are  payable  only out of cash  distributions  from the  Local
Limited  Partnerships,  as  defined  in the notes.  Unpaid  interest  was due at
maturity of the notes.

The  Partnership  has not repaid the notes  payable and is in default  under the
terms of the notes  totaling  $28,651,000.  In connection  with one of the notes
payable, management is presently in negotiations with the general partner and an
unrelated  third  party for the sale of the  property  securing  the  note.  The
estimated selling price is approximately $8,500,000. If this transaction occurs,
the  Partnership  would receive  sufficient  proceeds to repay the mortgage loan
associated with the property of approximately $2,265,000.  However, there can be
no assurance  that this  transaction  will close.  Management  is  attempting to
negotiate  extensions  of  the  maturity  dates  on  the  other  notes.  If  the
negotiations are unsuccessful,  the Partnership could lose its investment in the
limited  partnerships  to  foreclosure.  In addition,  the  Partnership may seek
additional  operating  advances  from the  general  partner of the  Partnership.
However, the general partner is not obligated to fund such advances.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

Results of Operations

At  December  31,  2002,  the   Partnership   had   investments  in  26  limited
partnerships,  all of which own housing  projects  that were  substantially  all
rented.  The Partnership,  as a limited partner,  does not exercise control over
the activities and operations, including refinancing or selling decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited Partnership's losses and distributions and impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
Limited  Partnerships,  or is not  otherwise  committed  to  provide  additional
support to them, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment balance is reduced to zero. Subsequent distributions received are
recognized as income in the  accompanying  statements of  operations.  For those
investments  where the Partnership has determined that the carrying value of its
investments  approximates  the estimated  fair value of those  investments,  the
Partnership's  policy is to  recognize  equity  in  income of the Local  Limited
Partnerships only to the extent of distributions  received,  and amortization of
acquisition costs from those Local Limited Partnerships.

The total income (loss) from the Local Limited  Partnerships  that was allocated
to the Partnership was approximately $158,000 and ($711,000) for the years ended
December 31, 2002 and 2001, respectively. However, because losses incurred after
the  investment  account is reduced to a zero  balance are not  recognized,  the
Partnership   recognized  equity  in  loss  of  Local  Limited  Partnerships  of
approximately  $313,000  for the year  ended  December  31,  2001.  There was no
recognition of equity in losses from the Local Limited Partnerships for the year
ended  December 31, 2002, as the  Partnership's  investment in all Local Limited
Partnership's had been reduced to zero prior to January 1, 2002.

Distributions  from the local limited  partnerships  in which the  Partnership's
investment  in the Local  Limited  Partnerships  has been  reduced  to zero were
approximately  $41,000 and  $118,000  for the years ended  December 31, 2002 and
2001, respectively.  These amounts were recognized as income on the accompanying
statements of operations, in accordance with the equity method of accounting.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and Affordability  Act of 1997 ("MAHRAA"),  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable to the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the Local Limited  Partnerships  in which the Partnership has an investment will
be permitted  to  restructure  their  mortgage  indebtedness  under  MAHRAA.  In
addition,  the economic  impact on the  Partnerships  of the  combination of the
reduced  payments under the HAP Contracts and the  restructuring of the existing
FHA-insured mortgage loans under MAHRAA is uncertain.

In September 2002, the Partnership's  interest in Dexter Apartments was lost due
to  foreclosure.  The note  holders  had  demanded  payment  on  their  past due
non-recourse  note;  however,  the Partnership did not have the means to satisfy
the  note.  Accordingly,  the  Partnership  recognized  a gain of  approximately
$743,000 on this extinguishment of debt during the year ended December 31, 2002.

During August 2002, the Partnership  purchased from the holder the matured notes
owed  by  DPM  Associates  which  is a  limited  partner  of the  Local  Limited
Partnership,  which owns Danbury Park Manor, with a face value of $1,150,000 and
related  accrued  interest  of  approximately   $1,800,000,   for  approximately
$765,000.  In order to facilitate this purchase,  the Corporate  General Partner
loaned  the  Partnership  approximately  $518,000.  In October  2002,  the Local
Limited  Partnership  sold its investment  property.  The  Partnership  received
proceeds of approximately $1,502,000 during 2002 in full payment of its advances
and repayment of the notes it purchased in August 2002. The Partnership realized
a gain of approximately $869,000 for the year ended December 31, 2002.

In June 2002, the  Partnership's  interest in DeSoto  Apartments was lost due to
foreclosure.   The  note  holders  had  demanded   payment  on  their  past  due
non-recourse  note;  however,  the Partnership did not have the means to satisfy
the  note.  Accordingly,  the  Partnership  recognized  a gain of  approximately
$504,000 on this extinguishment of debt during the year ended December 31, 2002.

In February  2002,  the  Partnership  sold its  interest in the  Goodlette  Arms
limited partnership and realized a gain of approximately $8,448,000 for the year
ended December 31, 2002.  The gain is equal to the net proceeds  received by the
Partnership as the Partnership had no remaining investment related to this Local
Limited Partnership.

On December  21,  2001,  the  Partnership  sold its  interest in Parkway  Towers
limited partnership and realized a gain of approximately $1,703,000 for the year
ended December 31, 2001. Net proceeds of approximately $1,801,000 were collected
during the year ended  December 31, 2002,  resulting  in the  recognition  of an
additional gain of approximately $108,000 for the year ended December 31, 2002.

On September  13, 2001,  the lender  foreclosed on the three  Cleveland  limited
partnerships and the Partnership realized a gain of approximately $3,799,000 for
the year ended December 31, 2001.

In July 2001, the Partnership  surrendered its interest in the Edgewood  Terrace
limited partnership and realized a gain of approximately $5,456,000 for the year
ended December 31, 2001.

In April 2001,  the  Partnership  sold its interest in the  Pebbleshire  limited
partnership and realized a gain of  approximately  $2,184,000 for the year ended
December 31, 2001.  The gain is equal to the net proceeds  received  because the
Partnership had no investment balance related to this Local Limited Partnership.

A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate  General  Partner of the  Partnership  and is calculated at 0.5
percent of the Partnership's  original remaining invested assets. The management
fee is paid to the Corporate  General  Partner for its continuing  management of
partnership  affairs.  The fee is payable beginning with the month following the
Partnership's initial investment in a Local Limited Partnership. Management fees
were  approximately  $351,000 and $501,000 for the years ended December 31, 2002
and 2001,  respectively.  The decrease in management  fees charged is due to the
decrease in the number of Local Limited  Partnerships  in which the  Partnership
held  investments,  as a result of the sales and  foreclosures  of certain Local
Limited Partnerships during the years ended December 31, 2002 and 2001.

Operating expenses,  other than interest expense and management fees, consist of
legal and accounting  fees for services  rendered to the Partnership and general
and  administrative  expenses.  Legal and  accounting  fees  were  approximately
$305,000  and  $176,000  for  the  years  ended  December  31,  2002  and  2001,
respectively.  The  increase  in legal  fees is  primarily  related to the cases
discussed in "Item 3. Legal  Proceedings".  General and administrative  expenses
were  approximately  $98,000 and $110,000 for the years ended  December 31, 2002
and 2001,  respectively.  Included in administrative expenses are reimbursements
to NAPICO for certain expenses,  which totaled approximately $44,000 for each of
the years ended December 31, 2002 and 2001.

The Partnership, as a limited partner in the Local Limited Partnerships in which
it has  invested,  is  subject  to the  risks  incident  to the  management  and
ownership of improved real estate. The Partnership  investments are also subject
to adverse  general  economic  conditions  and,  accordingly,  the status of the
national economy,  including substantial unemployment,  concurrent inflation and
changing legislation, could increase vacancy levels, rental payment defaults and
operating  expenses,  which in turn,  could  substantially  increase the risk of
operating losses for the projects.

Other

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Recent Accounting Pronouncements

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation  No. 46 ("FIN46"),  "Consolidation of Variable Interest Entities,
an  Interpretation  of ARB No. 51." FIN46  requires  certain  variable  interest
entities  to be  consolidated  by the primary  beneficiary  of the entity if the
equity investors in the entity do not have the  characteristics of a controlling
financial  interest or do not have  sufficient  equity at risk for the entity to
finance its activities  without additional  subordinated  financial support from
other parties. FIN46 is effective for all new variable interest entities created
or acquired after January 31, 2003. For variable  interest  entities  created or
acquired  prior to February 1, 2003, the provisions of FIN46 must be applied for
the  first  interim  or  annual  period  beginning  after  June  15,  2003.  The
Partnership  is currently  evaluating  the effect,  if any, that the adoption of
FIN46 will have on its results of operations and financial condition.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 2 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
Corporate  General  Partner  believes that the  consistent  application of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial  condition.  The preparation of financial statements in conformity
with accounting  principles generally accepted in the United States requires the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based  upon its  respective  ownership  percentage  (between  98% and 99%).  The
Partnership  is also entitled to 99% of the profits and losses of REA IV. REA IV
is entitled to a 99% interest in each of the Local Limited Partnerships in which
it has invested.  Distributions of surplus cash from operations from most of the
Local Limited  Partnerships  are  restricted by the Local Limited  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the  Local  Limited  Partnership.  The  Partnership  is
allocated  profits and losses and receives  distributions  from refinancings and
sales in accordance with the Local Limited Partnerships' partnership agreements.
These  agreements  usually limit the  Partnership's  distributions  to an amount
substantially   less  than  its  ownership   percentage  in  the  Local  Limited
Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 2 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

ITEM 7.  Financial Statements

Real Estate Associate Limited VII

List of Financial Statements

      Report  of Ernst & Young  LLP,  Independent  Auditors,  as of and for the
          year  ended December 31, 2002

      Report of Deloitte & Touche LLP,  Independent  Auditors,  for the year
         ended  December 31, 2001

     Balance Sheet - December 31, 2002

     Statements of Operations - Years ended December 31, 2002 and 2001

     Statements of Changes in Partners' Deficiency - Years ended
     December 31, 2002 and 2001

     Statements of Cash Flows - Years ended December 31, 2002 and 2001

     Notes to Financial Statements

                    Report of Independent Public Accountants



The Partners
Real Estate Associates Limited VII

We have audited the accompanying balance sheet of Real Estate Associates Limited
VII as of December 31, 2002, and the related statements of operations, partners'
deficiency and cash flows for the year then ended.  These  financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial  statements based on our audit. We did not
audit the financial statements of certain limited partnerships,  the investments
in which are reflected in the accompanying financial statements using the equity
method of accounting. The investee information for these limited partnerships is
included  in  Notes  3  and  8.  The  financial   statements  of  these  limited
partnerships  were audited by other auditors,  whose reports have been furnished
to us, and our opinion,  insofar as it relates to the amounts included for these
limited partnerships, is based solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit and the reports of the other  auditors
provide a reasonable basis for our opinion.

In our opinion,  based on our audit and the reports of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of Real Estate  Associates  Limited VII at December 31,
2002,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership will continue as a going concern.  As more fully described in Note 1
to the financial  statements,  the Partnership  continues to generate  recurring
operating  losses and suffers from  inadequate  liquidity.  In  addition,  notes
payable and related accrued interest totaling  approximately  $28,651,000 are in
default due to non-payment upon maturity.  These  conditions  raise  substantial
doubt  about  the  Partnership's   ability  to  continue  as  a  going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements  do not include any  adjustments  to reflect the  possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.



                                                            /s/Ernst & Young LLP
Greenville, SC
April 11, 2003

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Real Estate Associates Limited VII
(A California limited partnership)

We have audited the accompanying statements of operations,  changes in partners'
deficiency  and cash flows of Real Estate  Associates  Limited VII (a California
limited  partnership)  for the year ended  December  31, 2001.  These  financial
statements  are the  responsibility  of the management of the  Partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We did not  audit  the  financial  statements  of  certain  limited
partnerships,  the  investments  in  which  are  reflected  in the  accompanying
financial  statements  using the  equity  method of  accounting.  These  limited
partnerships represent a substantial portion of the investee information in Note
3 to the  financial  statements.  The  financial  statements  of  these  limited
partnerships  were audited by other auditors.  Their reports have been furnished
to us and our opinion,  insofar as it relates to the amounts  included for these
limited partnerships, is based solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  We believe our audit and the reports of other
auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of Real Estate  Associates  Limited VII
for the year ended December 31, 2001 in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership's  recurring  losses  from  operations,
partners'  deficiency and past due notes and related accrued interest payable of
$34,800,468 raise substantial doubt about the Partnership's  ability to continue
as a going  concern.  Management's  plans  concerning  these  matters  are  also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



DELOITTE & TOUCHE LLP

Los Angeles, California
April 5, 2002

                       REAL ESTATE ASSOCIATES LIMITED VII
                       (a California limited partnership)

                                  BALANCE SHEET

                                DECEMBER 31, 2002
                                 (in thousands)

                        Assets
<TABLE>
<CAPTION>

<S>                                       <C>                                   <C>
Investments in limited partnerships (Note 3)                                    $    --
Cash and cash equivalents                                                           286
Due from affiliates                                                                  13
Advances due from limited partnerships                                              147

     Total assets                                                               $   446

         Liabilities and Partners' Deficiency

Liabilities:
   Notes payable, in default (Notes 1 and 4)                                    $10,825
   Accrued interest payable, in default
     (Notes 1 and 4)                                                             17,826
   Accrued fees due to affiliates (Note 5)                                           81
   Accounts payable and accrued expenses                                              6
   Due to affiliates (Note 5)                                                         3
                                                                                 28,741
Contingencies (Note 7)

Partners' deficiency:
   General partners                                       $      (606)
   Limited partners                                          (27,689)           (28,295)

        Total liabilities and partners' deficiency                             $    446

                       See Accompanying Notes to Financial Statements
</TABLE>


                       REAL ESTATE ASSOCIATES LIMITED VII
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)


                                                      Years Ended December 31,
                                                     2002               2001
Revenues:
  Interest income                                      $ 4               $ 15


Operating expenses:
  Management fees - partners (Note 4)                   351                 501
  General and administrative (Note 4)                    98                 110
  Legal and accounting                                  305                 176
  Interest                                            1,101               1,530
        Total operating expenses                       1,855              2,317

Loss from Partnership operations                     (1,851)            (2,302)
Equity in losses of Limited Partnerships

  and amortization of acquisition
  costs (Note 3)                                         --               (313)
Gain on sale of Limited Partnership
  interest (Note 3)                                   9,425             13,142
Gain on extinguishment of debt (Note 4)               1,247                 --
Distributions from Limited Partnerships
  recognized as income (Note 3)                          41                118

Net income                                           $8,862            $10,645

Net income allocated to general
   partners (1%)                                      $ 89               $ 106
Net income allocated to limited
   partners (99%)                                     8,773             10,539
                                                     $8,862            $10,645
Net income per limited partnership
  interest (Note 2)                                   $ 562             $ 676

                       See Accompanying Notes to Financial Statements


                       REAL ESTATE ASSOCIATES LIMITED VII
                       (a California limited partnership)

                  STATEMENTS OF CHANGES IN PARTNERS' DEFICIENCY
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                   General          Limited
                                                   Partners        Partners         Total

<S>                                                                  <C>
Partnership interests (A)                                            15,505

Partners' Deficiency, December 31, 2000               $(801)       $(47,001)      $(47,802)

Net income for the year ended
   December 31, 2001                                    106          10,539        10,645

Partners' Deficiency, December 31, 2001               (695)         (36,462)      (37,157)

Net income for the year ended
   December 31, 2002                                    89            8,773          8,862
Partners' Deficiency, December 31, 2002              $(606)        $(27,689)      $(28,295)

(A)   Consists of 15,505 units at December 31, 2002 and 15,600 units at December
      31, 2001. During 2002, 95 units were abandoned (Notes 2 and 9).


                       See Accompanying Notes to Financial Statements
</TABLE>


                       REAL ESTATE ASSOCIATES LIMITED VII
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                          Years Ended
                                                                          December 31,
                                                                      2002            2001
Cash flows from operating activities:
<S>                                                              <C>             <C>
  Net income                                                     $   8,862       $ 10,645
  Adjustments to reconcile net income to net cash used in
   operating activities:
     Gain on sale of Limited Partnership interests                  (9,425)       (13,142)
     Gain on extinguishment of debt                                 (1,247)            --
     Equity in loss of Limited Partnerships and amortization
      of acquisition costs                                              --            313
     Increase (decrease) in:
      Due to affiliates                                                 --              3
      Due from affiliates                                              (13)            --
      Accrued interest payable                                      (2,663)         1,492
      Accounts payable and accrued expenses                            (58)           (13)
      Accrued fees due to affiliates                                (4,129)        (1,297)
         Net cash used in operating activities                      (8,673)        (1,999)

Cash flows from investing activities:
  Proceeds from sale of partnership interests                       11,118          2,184
  Advances to Limited Partnerships                                    (147)            --
  Capital contributions to limited partnerships                         --           (163)
         Net cash provided by investing activities                  10,971          2,021

Cash flows from financing activities:
  Payment on notes payable                                          (2,240)            --
  Repayment of advance from affiliate                                 (558)            --
  Advance from affiliate                                               558             --
         Net cash used in financing activities                      (2,240)            --

Net increase in cash and cash equivalents                               58             22
Cash and cash equivalents, beginning of year                           228            206

Cash and cash equivalents, end of year                           $     286       $    228

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $   3,764       $  2,227

                       See Accompanying Notes to Financial Statements
</TABLE>


                    REAL ESTATE ASSOCIATES LIMITED VII
                    (a California limited partnership)

                       NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 2002


Note 1 - Going Concern

The accompanying  financial  statements have been prepared  assuming Real Estate
Associates  Limited VII (the  "Partnership" or "Registrant")  will continue as a
going concern. The Partnership  continues to generate recurring operating losses
and suffers from a lack of cash as well as a partners' deficiency.  In addition,
the  Partnership  is in default on notes  payable and related  accrued  interest
payable that matured in December 1999 and January 2002.

Fourteen of the  Partnership's  twenty-six  investments  involved  purchases  of
partnership interests from partners who subsequently withdrew from the operating
partnership.  The  Partnership  is obligated for  non-recourse  notes payable of
$10,825,000 to the sellers of the  partnership  interests,  bearing  interest at
9.5%  to 10%.  Total  outstanding  accrued  interest  at  December  31,  2002 is
approximately  $17,826,000.  These  obligations  and the  related  interest  are
collateralized by the Partnership's investment in the local limited partnerships
and  are  payable  only  out  of  cash  distributions  from  the  local  limited
partnership, as defined in the notes. Unpaid interest was due at maturity of the
notes.

The  Partnership  has not repaid the notes  payable and is in default  under the
terms of the notes  totaling  $28,651,000.  In connection  with one of the notes
payable, management is presently in negotiations with the general partner and an
unrelated  third  party for the sale of the  property  securing  the  note.  The
estimated selling price is approximately $8,500,000. If this transaction occurs,
the  Partnership  would receive  sufficient  proceeds to repay the mortgage loan
associated with the property of approximately $2,265,000.  However, there can be
no assurance  that this  transaction  will close.  Management  is  attempting to
negotiate  extensions  of  the  maturity  dates  on  the  other  notes.  If  the
negotiations are unsuccessful,  the Partnership could lose its investment in the
limited  partnerships  to  foreclosure.  In addition,  the  Partnership may seek
additional  operating  advances  from the  general  partner of the  Partnership.
However, the general partner is not obligated to fund such advances.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

Note 2 - Organization and Summary of Significant Accounting Policies

Organization

The Partnership was formed under the California  Limited  Partnership Act on May
24,  1983.  The  Partnership  was formed to invest  primarily  in other  limited
partnerships or joint ventures which own and operate primarily federal, state or
local  government-assisted   housing  projects.  The  general  partners  of  the
Partnership are National Partnership Investments Corp. ("NAPICO"),  a California
Corporation  (the  "Corporate  General  Partner"),   and  National   Partnership
Investments Associates II ("NAPIA II"). NAPIA II is a limited partnership formed
under the  California  Limited  Partnership  Act and consists of Mr.  Charles H.
Boxenbaum  as the  general  partner  and two  unrelated  individuals  as limited
partners. The business of the Partnership is conducted primarily by NAPICO.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  a publicly traded real estate investment trust ("AIMCO"),  and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties Inc. and its subsidiaries,  including 100% of the outstanding capital
stock of NAPICO.  Prior to March 11, 2002, Casden Properties Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation ("CIC").  CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.

These  financial  statements  include the  accounts  of Real  Estate  Associates
Limited  VII and Real Estate  Associates  IV ("REA IV"),  a  California  general
partnership  in  which  the  Partnership  holds  a 99  percent  general  partner
interest.  Losses in excess of the minority  investment  that would otherwise be
attributed to the minority interest are being allocated to the Partnership.

The general  partners  have a one percent  interest in profits and losses of the
Partnership.  The limited  partners  have the  remaining 99 percent  interest in
proportion to their respective investments.

The  Partnership  shall be  dissolved  only upon the  expiration  of 50 complete
calendar  years  (December  31,  2033)  from  the date of the  formation  of the
Partnership  or the  occurrence  of various  other  events as  specified  in the
Partnership agreement.

Upon total or partial  liquidation  of the  Partnership  or the  disposition  or
partial  disposition of a project or project  interest and  distribution  of the
proceeds,  the  general  partners  will  be  entitled  to a  liquidation  fee as
stipulated  in the  Partnership  Agreement.  The  limited  partners  will have a
priority return equal to their invested  capital  attributable to the project(s)
or project interest(s) sold and shall receive from the sale of the project(s) or
project  interest(s) an amount sufficient to pay state and federal income taxes,
if any, calculated at the maximum rate then in effect. The general partners' fee
may  accrue  but shall not be paid  until the  limited  partners  have  received
distributions equal to 100 percent of their capital contributions.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
period. Actual results could differ from those estimates.

Method of Accounting for Investments in Limited Partnerships

The investments in limited  partnerships are accounted for on the equity method.
Acquisition,  selection  and  other  costs  related  to the  acquisition  of the
projects have been  capitalized as part of the investment  account and are being
amortized by the straight line method over the estimated lives of the underlying
assets, which is generally 30 years.

Net Income Per Limited Partnership Interest

Net income per limited partnership interest was computed by dividing the limited
partners'  share of net income by the number of  limited  partnership  interests
outstanding  during the year.  The number of limited  partnership  interests was
15,505 and 15,600 for the years ended December 31, 2002 and 2001, respectively.

Cash and Cash Equivalents

Cash and cash  equivalents  includes  cash and money  market  funds.  At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits. Cash balances include approximately $286,000 at December 31, 2002 that
are  maintained  by an  affiliated  management  company on behalf of  affiliated
entities in a cash concentration account.

Impairment of Long-Lived Assets

The  Partnership  reviews its  investments in long-lived  assets to determine if
there  has  been  any  permanent   impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  asset  may  not be
recoverable.  If the sum of the  expected  future  cash  flows is less  than the
carrying amount of the assets, the Partnership recognizes an impairment loss. No
impairment  losses were recognized  during the years ended December 31, 2002 and
2001.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected information about operating segments in interim financial reports. SFAS
No. 131 also established  standards for related  disclosures  about products and
services, geographic areas, and major customers. As defined in SFAS No. 131, the
Partnership has only one reportable segment.

Fair Value of Financial Instruments

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about financial  instruments.  Fair value is defined in the SFAS as
the amount at which the instruments could be exchanged in a current  transaction
between  willing  parties,  other  than in a forced  or  liquidation  sale.  The
Partnership  believes  that the  carrying  amount of its  financial  instruments
approximates  their  fair  value  due  to  the  short  term  maturity  of  these
instruments.

Recent Accounting Pronouncements

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  ("FIN46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN46 requires  certain  variable  interest  entities to be  consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional subordinated financial support from other parties. FIN46 is effective
for all new variable  interest  entities  created or acquired  after January 31,
2003. For variable  interest  entities  created or acquired prior to February 1,
2003,  the  provisions  of FIN46 must be applied for the first interim or annual
period  beginning after June 15, 2003. The  Partnership is currently  evaluating
the  effect,  if any,  that the  adoption  of FIN46 will have on its  results of
operations and financial condition.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued operation on the statement of operations. As a result, the combined
statements  of operations  information  in Note 3 below have been restated as of
January 1, 2001 to exclude the  operations  of  Goodlette  Arms and Danbury Park
Manor  due to  their  sales  of  interests  and  Desoto  Apartments  and  Dexter
Apartments due to their foreclosure.

Note 3 - Investments in Limited Partnerships

As of December 31, 2002, the Partnership holds limited partnership  interests in
14  limited  partnerships  ("Local  Limited  Partnerships").  In  addition,  the
Partnership  holds a general partner interest in Real Estate Associates IV ("REA
IV"),  which in turn,  holds limited  partner  interests in 12 additional  Local
Limited  Partnerships.  NAPICO  is also a general  partner  in REA IV. In total,
therefore the Partnership holds interests, either directly or indirectly through
REA IV, in 26 Local Limited Partnerships which own residential low income rental
projects  consisting  of 2,270  apartment  units.  The  mortgage  loans of these
projects are payable to or insured by various governmental agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based  upon its  respective  ownership  percentage  (between  98% and 99%).  The
Partnership  is also entitled to 99% of the profits and losses of REA IV. REA IV
is entitled to a 99% interest in each of the Local Limited Partnerships in which
it has invested.  Distributions of surplus cash from operations from most of the
Local Limited  Partnerships  are  restricted by the Local Limited  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the  Local  Limited  Partnership.  The  Partnership  is
allocated  profits and losses and receives  distributions  from refinancings and
sales in accordance with the Local Limited Partnerships' partnership agreements.
These  agreements  usually limit the  Partnership's  distributions  to an amount
substantially   less  than  its  ownership   percentage  in  the  Local  Limited
Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 2 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

The   Partnership  has  no  carrying  value  in  investments  in  Local  Limited
Partnerships as of December 31, 2002.

In September 2002, the Partnership's  interest in Dexter Apartments was lost due
to  foreclosure.  The note  holders  had  demanded  payment  on  their  past due
non-recourse  note;  however,  the Partnership did not have the means to satisfy
the  note.  Accordingly,  the  Partnership  recognized  a gain of  approximately
$743,000 on this extinguishment of debt during the year ended December 31, 2002.

During August 2002, the Partnership  purchased from the holder the matured notes
owed  by DPM  Associates,  which  is a  limited  partner  of the  Local  Limited
Partnership  which owns Danbury Park Manor,  with a face value of $1,150,000 and
related  accrued  interest  of  approximately   $1,800,000,   for  approximately
$765,000.  In order to facilitate this purchase,  the Corporate  General Partner
loaned  the  Partnership  approximately  $518,000.  In October  2002,  the Local
Limited  Partnership  sold its investment  property.  The  Partnership  received
proceeds of approximately $1,502,000 during 2002 in full payment of its advances
and repayment of the notes it purchased in August 2002. The Partnership realized
a gain of approximately $869,000 for the year ended December 31, 2002.

In June 2002, the  Partnership's  interest in DeSoto  Apartments was lost due to
foreclosure.   The  note  holders  had  demanded   payment  on  their  past  due
non-recourse  note;  however,  the Partnership did not have the means to satisfy
the  note.  Accordingly,  the  Partnership  recognized  a gain of  approximately
$504,000 on this extinguishment of debt during the year ended December 31, 2002.

In February  2002,  the  Partnership  sold its  interest in the  Goodlette  Arms
limited partnership and realized a gain of approximately $8,448,000 for the year
ended December 31, 2002.  The gain is equal to the net proceeds  received by the
Partnership as the Partnership had no remaining investment related to this Local
Limited Partnership.

On December  21,  2001,  the  Partnership  sold its  interest in Parkway  Towers
limited partnership and realized a gain of approximately $1,703,000 for the year
ended December 31, 2001. Net proceeds of approximately $1,801,000 were collected
during the year ended  December 31, 2002,  resulting  in the  recognition  of an
additional gain of approximately $108,000 for the year ended December 31, 2002.

On September  13, 2001,  the lender  foreclosed on the three  Cleveland  limited
partnerships and the Partnership realized a gain of approximately $3,799,000 for
the year ended December 31, 2001.

In July 2001, the Partnership  surrendered its interest in the Edgewood  Terrace
limited partnership and realized a gain of approximately $5,456,000 for the year
ended December 31, 2001.

In April 2001,  the  Partnership  sold its interest in the  Pebbleshire  limited
partnership and realized a gain of  approximately  $2,184,000 for the year ended
December 31, 2001.  The gain is equal to the net proceeds  received  because the
Partnership had no investment balance related to this Local Limited Partnership.

Summaries of the condensed  combined balance sheet of the  aforementioned  Local
Limited  Partnerships  as of December  31,  2002,  and the  combined  results of
operations  for each of the two years in the period ended December 31, 2002, are
as follows:

                           CONDENSED COMBINED BALANCE SHEET
                          OF THE LOCAL LIMITED PARTNERSHIPS
                                    (in thousands)
                                                              December 31, 2002
Assets:
  Land                                                               $ 2,837
  Buildings and improvements, net of accumulated
   depreciation of approximately $42,621                               19,499
  Other assets                                                         9,022
      Total assets                                                  $ 31,358
Liabilities and Partners' Deficit:
  Mortgage notes payable                                            $ 29,118
  Notes payable                                                         3,085
  Accrued interest on notes payable                                     4,881
  Other liabilities                                                     3,241
                                                                       40,325
Partners' Deficit:
  Real Estate Associates VII                                          (9,702)
  Other partners                                                         735
                                                                      (8,967)
      Total Liabilities and Partners' Deficit                       $ 31,358

                       CONDENSED COMBINED RESULTS OF OPERATIONS
                          OF THE LOCAL LIMITED PARTNERSHIPS
                                    (in thousands)

<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                                           2002             2001
                                                                         (Restated)
Revenues:
<S>                                                     <C>               <C>
   Rental and other                                     $ 13,626          $ 13,257

Expenses:
  Depreciation                                             1,666             2,127
  Interest                                                 1,238               987
  Operating                                               10,559            10,852

    Total expenses                                        13,463            13,966

Net income (loss)                                       $    163          $   (709)
</TABLE>

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

Note 4 - Notes Payable

Certain of the  Partnership's  investments  involved  purchases  of  partnership
interests   from   partners  who   subsequently   withdrew  from  the  operating
partnership.   As  of  December  31,  2002,  the  Partnership  is  obligated  on
non-recourse notes payable of approximately  $10,825,000 bearing interest at 9.5
to 10 percent, to the sellers of the partnership interests.  Accrued interest is
approximately  $17,826,000  as of December  2002.  The notes matured in December
1999.  These  obligations  and  related  interest  are   collateralized  by  the
Partnership's  investments in the investee limited  partnerships and are payable
only out of cash distributions from the investee partnerships, as defined in the
notes. Unpaid interest was due at maturity of the notes.

All  notes   payable  and  related   accrued   interest   payable,   aggregating
approximately  $28,651,000  as of December 31,  2002,  became  payable  prior to
December  31, 2002 and are  currently  in default  under the terms of the notes.
During 2002, the Partnership paid approximately $2,240,000 in principal payments
and approximately $3,758,000 in accrued interest payments from proceeds from the
sale of Goodlette Arms and the distribution of surplus cash associated with Rand
Grove in 2002.  Management is attempting to negotiate extensions of the maturity
dates  on  the  notes  payable.  If  the  negotiations  are  unsuccessful,   the
Partnership  could lose its  investments  in the Local Limited  Partnerships  to
foreclosure.

In February 2000, the  Partnership  entered into an agreement with a note holder
related  to a note  in the  amount  of  approximately  $2,200,000  plus  accrued
interest of approximately  $3,265,000 as of July 31, 2001 that became payable in
1999.  All  conditions of the  agreement  were  satisfied in July 2001,  and the
lender  cancelled the note and accrued  interest in exchange for the Partnership
surrendering  its  interest in the Edgewood  Terrace  limited  partnership.  The
Partnership recognized a gain of approximately $5,308,000 on this transaction.

In  connection  with the  foreclosures  and surrender of  partnership  interests
during 2001, the Partnership was relieved of notes and related accrued  interest
payable aggregating  approximately  $7,026,000.  In addition, in connection with
the sale of the  partnership  interest  in  Parkway  Towers,  the Local  Limited
Partnership  on behalf  of the  Partnership,  paid  notes  and  related  accrued
interest payable aggregating approximately $2,238,000.

In connection  with the sale of the  partnership  interest in Goodlette  Arms in
2002 (See Note 3),  the  Partnership  paid off  non-recourse  notes and  related
accrued interest payable, related to this investment,  aggregating approximately
$5,992,000.

In  connection  with the  foreclosure  of the  partnership  interest  in  DeSoto
Apartments  in June 2002 (see Note 3), the  Partnership  wrote off  non-recourse
notes  and  related  accrued  interest  payable,  related  to  this  investment,
aggregating approximately $504,000, as the debt was extinguished pursuant to the
foreclosure.

In  connection  with the  foreclosure  of the  partnership  interest  in  Dexter
Apartments  in  September  2002  (see  Note  3),  the   Partnership   wrote  off
non-recourse  notes  and  related  accrued  interest  payable,  related  to this
investment,  aggregating  approximately  $743,000,  as the debt was extinguished
pursuant to the foreclosure.

Subsequent to December 31, 2002, the Partnership  reached a settlement with both
the  general  partner  and the  holders of the  non-recourse  notes and  related
accrued  interest  payable  related  to  South  Glen  Limited  Dividend  Housing
Association.  The Partnership received a cash payment of approximately  $260,000
for the purchase of REAL VII's  partnership  interest and resolution of disputes
with noteholders.  The Partnership had no remaining  investment  related to this
Local Limited Partnership at December 31, 2002.

Subsequent  to December 31,  2002,  the  Partnership  received  partial  summary
judgment  in its action  against  the  general  partner  of Rand  Grove  Village
Partnership and an offer in the amount of approximately $8,500,000 has been made
for the  purchase of the  property by a third  party.  Although  there can be no
assurance that the transaction will close, the Partnership anticipates receiving
distribution proceeds from this anticipated sale that will allow it to repay the
non-recourse notes payable and related accrued interest.  The Partnership had no
remaining  investment related to this Local Limited  Partnership at December 31,
2002.

Note 5 - Transactions with Affiliated Parties

Under  the  terms  of  the  Restated   Certificate   and  Agreement  of  Limited
Partnership, the Partnership is obligated to NAPICO for an annual management fee
equal to 0.5 percent of the original  remaining invested assets of the remaining
partnerships.  Invested  assets are  defined as the costs of  acquiring  project
interests,  including the proportionate  amount of the mortgage loans related to
the   Partnership's   interest  in  the  capital   accounts  of  the  respective
partnerships.  The fee was  approximately  $351,000  and  $501,000 for the years
ended December 31, 2002 and 2001, respectively.  During the years ended December
31, 2002 and 2001,  the  Partnership  made payments of accrued fees to NAPICO of
approximately  $4,480,000 and $1,797,000,  respectively,  from proceeds from the
sales of the  Partnership's  interest in Local Limited  Partnerships  (see "Note
3").

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  $44,000  for each of the years  ended  December  31,  2002 and 2001,
respectively, and is included in general and administrative expenses.

During the year ended December 31, 2002, the Corporate  General Partner advanced
approximately  $558,000 to the  Partnership to fund  operating  expenses and the
purchase of notes payable from one of the Local Limited  Partnerships (see "Note
3").  Interest  was  charged  at the prime  rate plus 2%  (6.25%  during  2002).
Interest expense on these advances was  approximately  $6,000 for the year ended
December 31, 2002.  These advances and related  accrued  interest were repaid to
the Corporate General Partner in October 2002.

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Note 6 - Income Taxes

The  Partnership  is not taxed on its income.  The  partners  are taxed in their
individual  capacities based upon their  distributive share of the Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods  are used in  determining  the  losses of the  Local  Limited
Partnerships as discussed below. The tax loss is allocated to the partner groups
in accordance with Section 704(b) of the Internal  Revenue Code and therefore is
not necessarily proportionate to the interest percentage owned.

A  reconciliation  is as follows (in thousands,  except per limited  partnership
interest):

                                                  Years Ended December 31,
                                                     2002            2001

Net income per financial statements                $ 8,862         $10,645

  Other                                             (2,196)            234
  Partnership's share of limited local
   Partnership                                       2,342            (147)
Income per tax return                              $ 9,008         $10,732

Net income per limited partnership interest         $  568          $ 681

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net assets:

                                                   December 31, 2002
                                                     (in thousands)

      Net deficiency as reported                       $(28,295)
      Add (deduct):
        Deferred offering costs                           5,091
       Investment in Partnerships                       (24,685)
       Other                                             16,296
      Net deficit - federal tax basis                  $(31,593)

Note 7 - Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership  interests  and an  accounting.  The matter was tried in October and
November  2002. In November  2002, the jury returned  special  verdicts  against
NAPICO and certain other defendants in the amount of approximately $25.2 million
for  violations of securities  laws and against NAPICO for  approximately  $67.3
million for  breaches of  fiduciary  duty.  In  addition,  the jury  awarded the
plaintiffs  punitive damages against NAPICO of approximately  $92.5 million.  On
April  3,  2003,  the  judge  entered  certain  orders  in  connection  with the
litigation that denied defendants' motion for a new trial and set April 28, 2003
as the date for entry of judgment against NAPICO and certain other defendants in
the amount of $25.2 million for violations of securities laws and against NAPICO
for $67.3 million for breaches of fiduciary  duty,  both amounts plus  interest,
subject to plaintiffs' agreement to reducing the jury award for punitive damages
against NAPICO from $92.5 million to $2.6 million. While the case is expected to
be appealed,  the entire matter is the  responsibility of the former shareholder
of  Casden  Properties  Inc.  pursuant  to  the  documents  related  to  AIMCO's
acquisition of Casden Properties Inc., which was completed in March 2002.

The  holder of a  Partnership  note  payable in the  amount of  $1,675,000  plus
accrued  interest payable of $2,713,000 as of December 31, 2002, seeks to compel
the  Partnership to execute a UCC-1 financing  statement to perfect  plaintiff's
security  interest  in  the  Partnership's   interest  in  the  Henrico  limited
partnership.  The Partnership has no investment  balance related to this limited
partnership.  The property is under  contract for sale to a third party,  with a
closing date of June 30, 2003. A settlement  agreement is being drafted to allow
for time to close the sale.

Subsequent to December 31, 2002, the Partnership  reached a settlement with both
the  general  partner  and the  holders of the  non-recourse  notes  payable and
related  accrued  interest  related  to  South  Glen  Limited  Dividend  Housing
Association.  The Partnership received a cash payment of approximately  $260,000
for the purchase of REAL VII's  partnership  interest and resolution of disputes
with noteholders.  The Partnership had no remaining  investment  related to this
Local Limited Partnership at December 31, 2002.

Subsequent  to December 31,  2002,  the  Partnership  received  partial  summary
judgment  in its action  against  the  general  partner  of Rand  Grove  Village
Partnership and an offer in the amount of approximately $8,500,000 has been made
for the  purchase of the  property by a third  party.  Although  there can be no
assurance that the transaction will close, the Partnership anticipates receiving
distribution proceeds from this anticipated sale that will allow it to repay the
non-recourse notes payable and related accrued interest.  The Partnership had no
remaining  investment related to this Local Limited  Partnership at December 31,
2002.

The Corporate General Partner of the Partnership is a plaintiff in various other
lawsuits  and has also been named a defendant  in other  lawsuits  arising  from
transactions  in the ordinary  course of business.  In the opinion of management
and the Corporate  General  Partner,  the claims will not result in any material
liability to the Partnership.

Millenium   Management,   LLC  ("Millenium")  and  Everest  Properties  II,  LLC
("Everest") have filed with the SEC a preliminary Consent Solicitation Statement
requesting the consent of the limited partners of Real Estate Associates Limited
VII to remove the general  partners of the Partnership and to elect Millenium as
the new general  partner.  The  Partnership has filed with the SEC a preliminary
Consent  Revocation  Statement  opposing  Millenium's  and Everest's  efforts to
remove the general partners.

Note 8 - Real Estate and Accumulated  Depreciation of Local Limited Partnerships
in which Real VII Has Invested

All amounts in thousands


<TABLE>
<CAPTION>

                                                          Buildings
                                                            And
                                        Notes             Related
                                       Payable
                           Mortgage  and Accrued          Personal            Accumulated
       Description          Notes     Interest     Land   Property Total(2)  Depreciation
                                                                      (3)         (3)

<S>                       <C>        <C>          <C>     <C>       <C>      <C>
Aristocrat Manor          $  3,090   $    --      $ 265   $ 4,363   $ 4,628  $   1,806
Arkansas City Apts.            491        --         22       505      527         204
Bellair Manor Apts.            743        --        153     1,547    1,700         954
Birch Manor Apts. I            374     1,023         61     1,323    1,384         816
Birch Manor
Apts. II                       607       921         50     1,386    1,436         855
Bluewater Apts.              1,445        --        130     4,090    4,220       2,399
Clarkwood Apts. I              416     1,356         69      1,532   1,601         945
Clarkwood Apts. II             821     2,099         93     2,628    2,721       1,621
Hampshire House              2,582        --        101     3,945    4,046       2,433
Henrico Arms                 2,316        --        207     4,204    4,411       3,737
Ivywood Apts.                1,378        --        200     2,939    3,139       1,814
Jasper County Prop.            653        --         33       815      848         745
Nantucket Apts.                493        --         35     1,304    1,339         805
Newton Apts.                   981        --         55     1,080    1,135       1,060
Oak Hill Apts.               1,622        --         76     3,090    3,166       1,906
Oakview Apts.                1,095        --         75     1,180    1,255         452
Oakwood Park I Apts.           145     1,032         63       854      917         527
Oakwood Park II                278     1,535        102     1,379    1,481         850
Apts.
Pachuta Apts.                  441        --         21       494      515          491
Rand Grove Village           2,265        --        491     6,886    7,377        6,430
Richards Park Apts.            598        --         52     1,419    1,471          867
Shubuta Properties             439        --         23       575      598          524
South Glen Apts.             2,388        --        298     5,514    5,812        4,891
Tradewinds East              1,922        --        118     5,662    5,780        3,389
Warren Heights                 985        --         22     2,203    2,225        1,358
 Apts. II
Yorkview Estates               550        --         22     1,203    1,225          742
Total                     $ 29,118   $ 7,966      $2,837  $62,120   $64,957    $ 42,621
</TABLE>

(2) Reconciliation of real estate and accumulated depreciation

                                                 Years Ended December 31,
                                                   2002           2001
                                                      (in thousands)

Real Estate

Balance at beginning of year                     $ 84,151       $106,987
(Disposals) improvements during the period         (3,086)          445
Loss of investments in Local Limited
 Partnerships                                     (16,108)      (23,281)
Balance at end of year                           $ 64,957       $ 84,151

                                                 Years Ended December 31,
                                                   2002           2001
                                                      (in thousands)

Accumulated Depreciation

Balance at beginning of year                     $ 52,575       $ 65,850
Depreciation expense for the period                 1,666          2,679
Loss of investments in Local Limited
 Partnerships                                      (8,857)       (15,954)
Disposals of rental properties                     (2,763)            --
Balance at end of year                           $ 42,621       $ 52,575

Note 9.     Abandonment Of Limited Partnership Units

In 2002 the number of Limited  Partnership  Units  decreased  by 95 units due to
limited  partners  abandoning  their  units.  In  abandoning  his or her Limited
Partnership  Unit(s),  a limited  partner  relinquishes  all right,  title,  and
interest in the partnership as of the date of abandonment.  However, the limited
partner is allocated  his or her share of net income or loss for that year.  The
income or loss per Limited  Partnership  Unit in the  accompanying  consolidated
statements of operations is calculated based on the number of units  outstanding
at the beginning of the year.

ITEM  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

Effective  August 29,  2002,  the  Registrant  dismissed  its prior  Independent
Auditors,  Deloitte & Touche LLP and retained as its new  Independent  Auditors,
Ernst & Young LLP. Deloitte & Touche LLP's  Independent  Auditors' Report on the
Registrant's  financial statements for the calendar year ended December 31, 2001
did not  contain an adverse  opinion or a  disclaimer  of  opinion,  and was not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
Except,  however the 2001 audit report was modified as to the uncertainty of the
Partnership to continue as a going concern.  The decision to change  Independent
Auditors was approved by the Corporate General Partner's  directors.  During the
calendar  year  ended  2001  and  through   August  29,  2002,   there  were  no
disagreements  between the Registrant and Deloitte & Touche LLP 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
Deloitte & Touche  LLP,  would have caused it to make  reference  to the subject
matter of the disagreements in connection with its reports.

Effective  August 29,  2002,  the  Registrant  engaged  Ernst & Young LLP as its
Independent Auditors.  During the last two calendar years and through August 29,
2002,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

                                    PART III

ITEM 9.   Directors and Executive Officers of the Registrant

Real Estate Associates  Limited VII (the  "Partnership" or the "Registrant") has
no officers or directors.  The general  partner  responsible  for conducting the
business  of  the  Partnership  is  National  Partnership   Investments  Corp  a
California Corporation ("NAPICO" or the "Corporate General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and executive  officers of NAPICO are set forth below:  The Corporate
General  Partner  manages and controls  substantially  all of the  Partnership's
affairs and has general  responsibility  and  ultimate  authority in all matters
affecting its business.  There are no family relationships  between or among any
directors or officers.

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                        and Director
Michael J. Hornbrook            48    Executive Vice President and Chief
                                        Operating Officer
Jeffrey H. Sussman              37    Senior Vice President, General
                                       Counsel and Secretary
Brian H. Shuman                 40    Senior Vice President and Chief
                                        Financial Officer

Peter K.  Kompaniez  has been a Director  of NAPICO  since  April 1,  2000.  Mr.
Kompaniez  has been  Vice  Chairman  of the  Board  of  Directors  of  Apartment
Investment and Management  Company  ("AIMCO")  since July 1994 and was appointed
President of AIMCO in July 1997.

David R. Robertson has been President, Chief Executive Officer and a Director of
NAPICO since October 2002.  Mr.  Robertson is also  Executive  Vice President of
AIMCO  and  is  responsible  for  property  operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties. Prior to joining AIMCO, Mr. Robertson was a member of the investment
banking group at Smith Barney from 1991 to 1996,  where he was  responsible  for
real estate investment  banking  transactions in the western United States,  and
was part of the Smith Barney team that managed  AIMCO's  initial public offering
in 1994.  From February 1996 until  February  2002,  when Mr.  Robertson  joined
AIMCO, he was the Chairman and Chief Executive Officer of Robeks Corporation,  a
privately held chain of specialty food stores.

Michael J.  Hornbrook has been  Executive Vice President of NAPICO since January
2002 and became Chief Operating  Officer of NAPICO in April 2002. Mr.  Hornbrook
is also  Senior  Vice  President  of AIMCO  and is  responsible  for tax  credit
placement activities and transactions involving properties in AIMCO's affordable
housing portfolio  located in the western United States.  Prior to January 2002,
Mr.  Hornbrook  was a partner in the law firm of McGuire Woods LLP in the firm's
Chicago office and  specialized in the area of real estate law with a particular
focus on affordable  housing and tax credits.  Mr. Hornbrook was the Chairman of
the firm's Affordable Housing Group.

Jeffrey H.  Sussman is Senior Vice  President,  General  Counsel and  Secretary,
having joined NAPICO in 1998. Mr.  Sussman is responsible  for the legal affairs
of NAPICO and its affiliates. Prior to joining NAPICO in April 1998, Mr. Sussman
was an associate with the law firm of Rus, Miliband, Williams & Smith in Irvine,
California.  His practice  emphasized real estate finance and insolvency law and
included the representation of borrowers,  lenders, and court-appointed trustees
in matters involving apartment complexes, retail centers and hotels.

Brian H. Shuman is Senior Vice  President and Chief  Financial  Officer,  having
joined NAPICO in 2000.  Mr. Shuman is responsible  for the financial  affairs of
NAPICO,  as well as the limited  partnerships  sponsored  by it. From 1996 until
joining  NAPICO in August  2000,  Mr.  Shuman was Vice  President  - Finance for
Preferred Health  Management  Inc., the largest provider of worker  compensation
diagnostic  imaging  services in California  formed in 1996, and was responsible
for establishing and managing the accounting,  billing, collection, treasury and
financial  reporting  departments.  From  1994  to  1996,  Mr.  Shuman  was  the
Controller  for DVI Business  Credit  Corporation,  which  provides  asset based
lending to a wide range of health concerns.

The executive  officers and directors of the Corporate  General  Partner fulfill
the obligations of the Audit Committee and oversee the  Partnership's  financial
reporting process on behalf of the Corporate General Partner. Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive officers and directors of the Corporate General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and directors of the Corporate  General Partner reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited  financial  statements  with generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability,  of the Partnership's accounting principles generally accepted in
the United  States and such other  matters as are required to be discussed  with
the  Audit  Committee  or its  equivalent  under  auditing  standards  generally
accepted in the United States.  In addition,  the Partnership has discussed with
the  independent  auditors the auditors'  independence  from  management and the
Partnership  including  the matters in the written  disclosures  required by the
Independence  Standards  Board and  considered  the  compatibility  of non-audit
services with the auditors' independence.

The executive  officers and directors of the Corporate General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and directors of the Corporate General Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002  were  annual  audit  of  approximately   $44,000  and  non-audit  services
(principally tax-related) of approximately $26,000.

ITEM 10.   Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Partnership during the year ended December 31, 2002.

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management

(a)    Security Ownership of Certain Beneficial Owners

       The  General  Partners  own all of the  outstanding  general  partnership
       interests of REAL VII; no person is known to own  beneficially  in excess
       of 5 percent of the outstanding limited partnership interests.

(b)    None of the officers or directors of the  Corporate  General  Partner own
       directly or beneficially any limited partnership interests in REAL VII.

ITEM 12.   Certain Relationships and Related Transactions

Under  the  terms  of  the  Restated   Certificate   and  Agreement  of  Limited
Partnership, the Partnership is obligated to NAPICO for an annual management fee
equal to 0.5 percent of the original  remaining invested assets of the remaining
partnerships.  Invested  assets are  defined as the costs of  acquiring  project
interests,  including the proportionate  amount of the mortgage loans related to
the   Partnership's   interest  in  the  capital   accounts  of  the  respective
partnerships.  The fee was  approximately  $351,000  and  $501,000 for the years
ended December 31, 2002 and 2001, respectively.  During the years ended December
31, 2002 and 2001,  the  Partnership  made  payments to NAPICO of  approximately
$4,480,000  and  $1,797,000,  respectively,  from proceeds from the sales of the
Partnership's interest in Local Limited Partnerships.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  $44,000  for each of the years  ended  December  31,  2002 and 2001,
respectively, and is included in administrative expenses.

During the year ended December 31, 2002, the Corporate  General Partner advanced
approximately  $558,000 to the  Partnership to fund  operating  expenses and the
purchase of notes payable from one of the Local Limited  Partnerships.  Interest
was charged at the prime rate plus 2% (6.25% during 2002).  Interest  expense on
these  advances was  approximately  $6,000 for the year ended December 31, 2002.
These advances and related accrued interest were repaid to the Corporate General
Partner in October 2002.

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

ITEM 13.   Exhibits and Reports on Form 8-K

a) Exhibits

     Exhibit      3 Articles of incorporation and bylaws:  The Registrant is not
                  incorporated.  The  Partnership  Agreement was filed with Form
                  S-11 #2-84816 which is incorporated herein by reference.

     Exhibit      10  Material  contracts:  The  Registrant  is not party to any
                  material  contracts,  other than the Restated  Certificate and
                  Agreement  of Limited  Partnership  dated May 24, 1983 and the
                  forty-eight    contracts    representing   the   Partnership's
                  investment in local limited  partnerships as previously  filed
                  at the Securities Exchange Commission,  File #2-84816 which is
                  hereby incorporated by reference.

      Exhibit     16 Letter dated August 29, 2002, from the Registrant's  former
                  independent  accountants  regarding its  concurrence  with the
                  statements made by the Registrant incorporated by reference to
                  the Registrant's Current Report on Form 8-K dated September 6,
                  2002.

      Exhibit  99.0Certification  of Chief Executive Officer and Chief Financial
                        Officer.

      Exhibit 99.1 Independent Auditors Report for Bellair Manor Apartments

      Exhibit 99.2 Independent Auditors Report for Birch Manor Apartments -
                        Phase I

      Exhibit 99.3 Independent Auditors Report for Birch Manor Apartments -
                        Phase II

      Exhibit 99.4 Independent Auditors Report for Clarkwood Apartments -
                        Phase I

      Exhibit 99.5 Independent Auditors Report for Clarkwood Apartments -
                        Phase II

      Exhibit 99.6 Independent Auditors Report for Hampshire House
                        Apartments, Ltd.

      Exhibit 99.7 Independent Auditors Report for Ivywood Apartments

      Exhibit 99.8 Independent Auditors Report for Oak Hill Apartments

      Exhibit 99.9 Independent Auditors Report for Oakwood Park Apartments -
                         Phase I

      Exhibit 99.10 Independent Auditors Report for Oakwood Park Apartments -
                        Phase  II

      Exhibit 99.11 Independent Auditors Report for Richards Park Apartments

      Exhibit 99.12 Independent Auditors Report for Warren Heights Apartments

      Exhibit 99.13 Independent Auditors Report for Yorkview Estates, Ltd.

      Exhibit 99.14 Independent Auditors Report for Aristocrat Manor, Ltd.

      Exhibit 99.15 Independent Auditors Report for Arkansas City Apartments

      Exhibit 99.16 Independent Auditors Report for Henrico Limited Partnership

      Exhibit 99.17 Independent Auditors Report for Mount Union Apartments, Ltd.

      Exhibit 99.18 Independent Auditors Report for Newton Apartments, Ltd.

      Exhibit 99.19 Independent Auditors Report for Oakview Apartments

      Exhibit 99.20 Independent Auditors Report for Rand Grove Village
                        Partnership

      Exhibit 99.21  Independent  Auditors  Report for Tradewinds  East
                         Associates  Limited Dividend Housing Association


b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended December 31, 2002.

ITEM 14.   Controls and Procedures

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                    SIGNATURES


In accordance with the  requirements of Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                        REAL ESTATE ASSOCIATES LIMITED VII

                        By:   NATIONAL PARTNERSHIP INVESTMENTS CORP.
                              Corporate General Partner

                                    By:   /s/Peter K. Kompaniez
                                          Peter K. Kompaniez
                                           Director

                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President, Chief Executive Officer and
                                           Director

                                      By: /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer

                                    Date: April 18, 2003

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/Peter K. Kompaniez         Director                     Date:  April 18, 2003
Peter K. Kompaniez



/s/David R. Robertson         President, Chief Executive    Date: April 18, 2003
David R. Robertson             Officer and Director



/s/Brian H. Shuman            Senior Vice President and     Date: April 18, 2003
Brian H. Shuman                 Chief Financial Officer




                                  CERTIFICATION


I, David R. Robertson, certify that:


1. I have reviewed  this annual report on Form 10-KSB of Real Estate  Associates
Limited VII;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 18, 2003

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President  and  Chief  Executive   Officer
                                    of  National Partnership  Investments Corp.,
                                    equivalent of the chief executive officer of
                                    the Partnership


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1. I have reviewed  this annual report on Form 10-KSB of Real Estate  Associates
Limited VII;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 18, 2003

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Executive Vice President and Chief Financial
                                    Officer of National  Partnership Investments
                                    Corp., equivalent of the chief financial
                                    officer of the Partnership

                       REAL ESTATE ASSOCIATES LIMITED VII
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

3    Articles of incorporation  and bylaws:  The Registrant is not incorporated.
     The  Partnership  Agreement  was filed  with Form  S-11  #2-84816  which is
     incorporated herein by reference.

   10         Material  contracts:  The  Registrant is not party to any material
              contracts,  other than the Restated  Certificate  and Agreement of
              Limited  Partnership  dated  May  24,  1983  and  the  forty-eight
              contracts  representing  the  Partnership's  investment  in  local
              limited   partnerships  as  previously  filed  at  the  Securities
              Exchange Commission, File #2-84816 which is hereby incorporated by
              reference.

    16.1      Letter  dated  August  29,  2002,  from  the  Registrant's  former
              independent   accountants   regarding  its  concurrence  with  the
              statements made by the Registrant incorporated by reference to the
              Registrant's Current Report on Form 8-K dated September 6, 2002.

   99.0       Certification of Chief Executive Officer and Chief Financial
                 Officer.

   99.1       Independent Auditors Report for Bellair Manor Apartments

   99.2       Independent Auditors Report for Birch Manor Apartments - Phase I

   99.3       Independent Auditors Report for Birch Manor Apartments - Phase II

   99.4       Independent Auditors Report for Clarkwood Apartments - Phase I

   99.5       Independent Auditors Report for Clarkwood Apartments - Phase II

   99.6       Independent Auditors Report for Hampshire House Apartments, Ltd.

   99.7       Independent Auditors Report for Ivywood Apartments

   99.8       Independent Auditors Report for Oak Hill Apartments

   99.9       Independent Auditors Report for Oakwood Park Apartments - Phase I

   99.10      Independent Auditors Report for Oakwood Park Apartments - Phase II

   99.11      Independent Auditors Report for Richards Park Apartments

   99.12      Independent Auditors Report for Warren Heights Apartments

   99.13      Independent Auditors Report for Yorkview Estates, Ltd.

   99.14      Independent Auditors Report for Aristocrat Manor, Ltd.

   99.15      Independent Auditors Report for Arkansas City Apartments

   99.16      Independent Auditors Report for Henrico Limited Partnership

   99.17      Independent Auditors Report for Mount Union Apartments, Ltd.

   99.18      Independent Auditors Report for Newton Apartments, Ltd.

   99.19      Independent Auditors Report for Oakview Apartments

   99.20      Independent Auditors Report for Rand Grove Village Partnership

   99.21      Independent  Auditors Report for Tradewinds East Associates
                 Limited  Dividend Housing Association

Exhibit 99.0


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual  Report on Form 10-KSB of Real Estate  Associates
Limited VII (the  "Partnership"),  for the year ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
David R.  Robertson,  as the  equivalent of the chief  executive  officer of the
Partnership,  and Brian H.  Shuman,  as the  equivalent  of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.


                                    /s/David R. Robertson
                              Name: David R. Robertson
                              Date: April 18, 2003


                                    /s/Brian H. Shuman
                              Name: Brian H. Shuman
                              Date: April 18, 2003

This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


Exhibit 99.1


Independent Auditors' Report

To the Partners
Bellair Manor Apartments, Limited Partnership

We have audited the  accompanying  balance  sheets of Bellair Manor  Apartments,
Limited Partnership,  FHA Project No.  042-44174-LDP (the "Partnership"),  as of
December 31, 2002 and 2001 and the related statements of operations,  changes in
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Bellair  Manor  Apartments,
Limited  Partnership  as of  December  31,  2002 and 2001 and the results of its
operations  and its cash flows for the years then ended in conformity  with U.S.
generally accepted accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  22,  2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003

Exhibit 99.2

Independent Auditors' Report

To the Partners
Birch Manor Apartments - Phase I

We have  audited the  accompanying  balance  sheets of Birch Manor  Apartments -
Phase I, FHA Project No. 042-44031-LDP (the  "Partnership"),  as of December 31,
2002 and 2001 and the related statements of income,  changes in partners' equity
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Birch Manor Apartments - Phase
I as of December  31, 2002 and 2001 and the  results of its  operations  and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.3

Independent Auditors' Report

To the Partners
Birch Manor Apartments - Phase II

We have  audited the  accompanying  balance  sheets of Birch Manor  Apartments -
Phase II, FHA Project No. 042-44144-LDP (the "Partnership"),  as of December 31,
2002 and 2001 and the related  statements  of  operations,  changes in partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Birch Manor Apartments - Phase
II as of December  31, 2002 and 2001 and the results of its  operations  and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.4

Independent Auditors' Report

To the Partners
Clarkwood Apartments - Phase I

We have audited the accompanying  balance sheets of Clarkwood Apartments - Phase
I, FHA Project No.  042-44009-LDP (the  "Partnership"),  as of December 31, 2002
and 2001 and the related  statements of income,  changes in partners' equity and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Clarkwood Apartments - Phase I
as of December 31, 2002 and 2001 and the results of its  operations and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audits of the basic financial  statements and, in our opinion, is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003

Exhibit 99.5

Independent Auditors' Report

To the Partners
Clarkwood Apartments - Phase II

We have audited the accompanying  balance sheets of Clarkwood Apartments - Phase
II, FHA Project No. 042-44066-PM-L8 (the "Partnership"), as of December 31, 2002
and 2001 and the related  statements of operations,  changes in partners' equity
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Clarkwood Apartments - Phase II
as of December 31, 2002 and 2001 and the results of its  operations and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.6

Independent Auditors' Report

To the Partners
Hampshire House Apartments, Ltd.

We have audited the accompanying  balance sheets of Hampshire House  Apartments,
Ltd., FHA Project No. 042-44274-LDP (the "Partnership"), as of December 31, 2002
and  2001  and the  related  statements  of  operations,  changes  in  partners'
deficiency and cash flows for the years then ended.  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Hampshire House  Apartments,
Ltd. as of December 31, 2002 and 2001 and the results of its  operations and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.7

Independent Auditors' Report

To the Partners
Ivywood Apartments Limited Partnership

We have audited the accompanying  balance sheets of Ivywood  Apartments  Limited
Partnership,  FHA Project No. 043-44072-LDP (the "Partnership"),  as of December
31, 2002 and 2001 and the related statements of operations, changes in partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Ivywood  Apartments  Limited
Partnership  as of December 31, 2002 and 2001 and the results of its  operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP


Los Angeles, California
February 11, 2003


Exhibit 99.8

Independent Auditors' Report

To the Partners
Oak Hill Apartments, Ltd.

We have audited the accompanying  balance sheets of Oak Hill  Apartments,  Ltd.,
FHA Project No. 033-44149-LDP (the  "Partnership"),  as of December 31, 2002 and
2001 and the related statements of operations,  changes in partners'  deficiency
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Oak Hill Apartments, Ltd. as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.9

Independent Auditors' Report

To the Partners
Oakwood Park Apartments - Phase I

We have audited the  accompanying  balance  sheets of Oakwood Park  Apartments -
Phase I, FHA Project No. 042-92503-LDC (the  "Partnership"),  as of December 31,
2002 and 2001 and the related  statements  of  operations,  changes in partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Oakwood Park Apartments - Phase
I as of December  31, 2002 and 2001 and the  results of its  operations  and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.10

Independent Auditors' Report

To the Partners
Oakwood Park Apartments - Phase II

We have audited the  accompanying  balance  sheets of Oakwood Park  Apartments -
Phase II, FHA Project No. 042-55049-LDC (the "Partnership"),  as of December 31,
2002 and 2001 and the related  statements  of  operations,  changes in partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Oakwood Park Apartments - Phase
II as of December  31, 2002 and 2001 and the results of its  operations  and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003



Exhibit 99.11

Independent Auditors' Report

To the Partners
Richards Park Apartments

We have audited the accompanying balance sheets of Richards Park Apartments, FHA
Project No. 042-44089-LDP (the "Partnership"),  as of December 31, 2002 and 2001
and the related  statements of operations,  changes in partners' equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Richards Park Apartments as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP


Los Angeles, California
February 11, 2003


Exhibit 99.12

Independent Auditors' Report

To the Partners
Warren Heights Apartments, Ltd.

We have audited the  accompanying  balance sheets of Warren Heights  Apartments,
Ltd., FHA Project No. 042-44156-LDP (the "Partnership"), as of December 31, 2002
and 2001 and the related  statements of operations,  changes in partners' equity
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Warren Heights Apartments, Ltd.
as of December 31, 2002 and 2001 and the results of its  operations and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.13

Independent Auditors' Report


To the Partners
Yorkview Estates, Ltd.

We have audited the accompanying  balance sheets of Yorkview Estates,  Ltd., FHA
Project No. 042-44151-LDP (the "Partnership"),  as of December 31, 2002 and 2001
and the related  statements of operations,  changes in partners' equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Yorkview Estates,  Ltd. as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 12 through 14) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 11, 2003


Exhibit 99.14

                          INDEPENDENT AUDITORS' REPORT

To the Partners
Aristocrat Manor, Ltd.:

We have audited the accompanying  Balance Sheets of Aristocrat  Manor, Ltd. (the
"Partnership")  as of December  31, 2002 and for the year then ended,  listed in
the  foregoing   table  of  contents.   These   financial   statements  are  the
responsibility  of the  General  Partner.  Our  responsibility  is to express an
opinion on these financial statements based on our audits.

We conducted our audit with auditing standards  generally accepted in the United
States of America and Government Auditing  Standards,  issued by the Comptroller
General of the United States.  Those standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made  by the  General  Partner,  as well as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Partnership as of December
31, 2002, and the results of its operations,  changes in partners' deficit,  and
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 21, 2003, on our
consideration  of Aristocrat  Manor,  Ltd.'s internal  control and reports dated
January 21, 2003, on its  compliance  with specific  requirements  applicable to
major HUD  programs,  specific  requirements  applicable to nonmajor HUD program
transactions   and  specific   requirements   applicable  to  fair  housing  and
non-discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
shown on pages 9 and 10 is presented for purpose of  additional  analysis and is
not a required part of the basic financial  statements of the Partnership.  Such
information has been subjected to the auditing  procedures  applied in our audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/  Jeffrey, Phillips, Mosley & Scott, P.A.


January 21, 2003

Exhibit 99.15

                          INDEPENDENT AUDITORS' REPORT

Partners
Arkansas City Apartments Limited Partnership
Arkansas City, Arkansas



      We  have  audited  the  accompanying   Balance  Sheets  of  ARKANSAS  CITY
APARTMENTS  LIMITED  PARTNERSHIP,  as of  December  31,  2002 and 2001,  and the
related Statements of Operations,  Partners' Equity (Deficit) and Cash Flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted  in the United  States of America  and  Government  Auditing  Standards
issued by the Comptroller General of the United States.  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of ARKANSAS CITY  APARTMENTS
LIMITED  PARTNERSHIP  as of December  31, 2002 and 2001,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

      Our  audits  were made for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  information included is
presented for purposes of additional  analysis and is not a required part of the
basic  financial  statements.  Such  information has been subjected to the audit
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

      In accordance with Government  Auditing  Standards,  we have also issued a
report dated January 11, 2003, on our  consideration of ARKANSAS CITY APARTMENTS
LIMITED PARTNERSHIP'S  internal control structure and a report dated January 11,
2003, on its compliance  with laws and  regulations  applicable to the financial
statements.



/s/  Berry & Caccamisi, P.C.



January 11, 2003

Exhibit 99.16

                          INDEPENDENT AUDITORS' REPORT

To the Partners
Henrico Limited Partnership
Rockville, Maryland

We  have   audited   the   accompanying   balance   sheet  of  HUD  Project  No.
051-35164-LD/SUP of the Henrico Limited Partnership as of December 31, 2002, and
the related  statements of profit and loss, changes in partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

The  Partnership is required to file annually with the Department of Housing and
Urban  Development.  The  accompanying  financial  statements  are  presented in
accordance with the financial  presentation  recommended by HUD. The elements of
the presentation do not conflict with accounting  principles  generally accepted
in the United State of America.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Henrico Limited Partnership as
of December 31, 2002,  and the results of its  operations,  changes in partners'
equity  and cash  flows for the year then ended in  conformity  with  accounting
principles generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 16, 2003,  on our  consideration  of the  Partnership's  internal
control  and our  tests  of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants;  and reports dated January 16, 2003, on its
compliance with specific requirements applicable to major HUD programs, specific
requirements  applicable to Affirmative Fair Housing and  Non-Discrimination and
laws and  regulations.  Those reports are an integral part of an audit performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
shown on pages 9 through 12 is presented for purposes of additional analysis and
is not a required  part of the basic  financial  statements  of Henrico  Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


/s/  Scheiner, Mister & Grandizio, P.A.
January 16, 2003
Lead Auditor:  Henry A. Grandizio
Taxpayer Identification:  52-1434852

Exhibit 99.17

Independent Auditors' Report



To the Partners
Mount Union Apartments, Ltd.
a/k/a Nantucket Circle

We have audited the accompanying balance sheets of Mount Union Apartments, Ltd.,
a/k/a Nantucket Circle, FHA Project No. 042-44070-LDP (the "Partnership"), as of
December 31, 2002 and 2001 and the related statements of operations,  changes in
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Mount Union Apartments, Ltd. as
of December  31, 2002 and 2001 and the  results of its  operations  and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

As discussed in Note 4, the  Partnership's  partners could change in 2003, which
might result in a change in Partnership operations. The ultimate effect, if any,
on the  Partnership's  operations  of a change in ownership  cannot be presently
determined.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audits.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


/s/
Los Angeles, California
February 11, 2003

Exhibit 99.18

                          INDEPENDENT AUDITORS' REPORT

The Partners
Newton Apartments, Ltd.
Jackson, Mississippi

We have audited the accompanying  balance sheets of Newton Apartments,  Ltd., RD
Case No. 28-51-6406687535, a Mississippi limited partnership, as of December 31,
2002 and 2001, and the related statements of income, partners' capital, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Newton  Apartments,  Ltd., RD
Case No.  28-51-64087535,  as of December 31, 2002 and 2001,  and the results of
its  operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The accompanying  financial  information
included on pages 15 through 21 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such information,
except for the budget, the proposed budget, and the market rent budget, on pages
17  through  20, on which we  express  no  opinion,  has been  subjected  to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the Audit Program issued by
the Partners  Agriculture,  Rural  Development,  we have also issued our reports
dated March 14, 2003, on our consideration of Newton Apartments, Ltd.'s internal
control and on its compliance with specific requirements  applicable to major RD
programs and for non-major RD program transactions.


/s/  Corkern, Minter and Chisolm, P.A.
March 14, 2003

Exhibit 99.19

                          INDEPENDENT AUDITORS' REPORT

Partners
Oakview Apartments Limited Partnership
Monticello, Arkansas



      We have  audited the  accompanying  Balance  Sheets of OAKVIEW  APARTMENTS
LIMITED  PARTNERSHIP,  as of  December  31,  2002  and  2001,  and  the  related
Statements  of  Operations,  Partners'  Equity  (Deficit) and Cash Flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted  in the United  States of America  and  Government  Auditing  Standards
issued by the Comptroller General of the United States.  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial position of OAKVIEW APARTMENTS LIMITED
PARTNERSHIP  as of December 31, 2002 and 2001, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

      Our  audits  were made for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  information included is
presented for purposes of additional  analysis and is not a required part of the
basic  financial  statements.  Such  information has been subjected to the audit
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

      In accordance with Government  Auditing  Standards,  we have also issued a
report  dated  January 11,  2003,  on our  consideration  of OAKVIEW  APARTMENTS
LIMITED PARTNERSHIP'S  internal control structure and a report dated January 11,
2003, on its compliance  with laws and  regulations  applicable to the financial
statements.



/s/  Berry & Caccamisi, P.C.



January 11, 2003

Exhibit 99.20

                          Independent Auditor's Report



To the Partners                                       HUD Field office Director
RAND GROVE VILLAGE PARTNERSHIP                        Chicago, Illinois
Chicago, Illinois


We  have  audited  the   accompanying   balance  sheet  of  RAND  GROVE  VILLAGE
PARTNERSHIP,  project No. 071-44126-LD (an Illinois Limited Partnership),  as of
December 31, 2002,  and the related  statements  of profit and loss,  changes in
partners'  equity (deficit) and statement of cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America,  the standards  applicable to financial  audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States of America.  Those standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. We believe that our audit provides a reasonable basis or
our opinion.

In our opinion,  such financial  statements  referred to in the first  paragraph
present fairly, in all material  respects,  the financial position of RAND GROVE
VILLAGE  PARTNERSHIP as of December 31, 2002, and its profit or loss, changes in
partners'  equity  (deficit)  and its  cash  flows  for the year  then  ended in
conformity with accounting principles generally accepted in the United States or
America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 15, 2003, on our consideration of RAND GROVE VILLAGE PARTNERSHIP'S
internal control and our test of its compliance with certain provisions of laws,
regulation,  contracts,  and grants.  These  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

The  accompanying  supplementary  information  (shown  on  pages  15 to  17)  is
presented for purposes of additional  analysis and is not a required part of the
basic financial statements.  Such information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.




HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  W. Garrett Heinl (847) 853-2576



January 15, 2003


Exhibit 99.21

                                January 29, 2003

                          INDEPENDENT AUDITORS' REPORT

To the Partners of:
Tradewinds East Associates Limited Dividend Housing Association
4275 Five Oaks Drive
Lansing, Michigan 48911

We have audited the  accompanying  balance sheet of Tradewinds  East  Associates
Limited Dividend Housing  Association (a Michigan  limited  partnership),  MSHDA
Development  No. 147 as of December  31,  2002,  and the related  statements  of
profit and loss,  changes in  accumulated  earnings  and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our  responsibility  is to express an opinion on the
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller  General of the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis or our opinion.

In our  opinion,  such  financial  statements  present  fairly  in all  material
respects,  the financial position of Tradewinds East Associates Limited Dividend
Housing  Association,  MSHDA No. 147 as of December 31, 2002, and the results of
its operations,  the changes in its cumulative  income and its cash flow for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The additional  information of Tradewinds
East Associates Limited Dividend Housing Association,  MSHDA No. 147 on pages 12
to 14 is presented for the purpose of additional  analysis and is not a required
part of the basic  financial  statements.  This  additional  information  is the
responsibility  of the  partnership's  management.  Such  information  has  been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated, in all material respects,  in
relation to the basic financial statements taken as a whole.

The data on page 14 for the years 1975  trough  2000 was not  audited by us and,
accordingly,  we do not express an opinion on such data.  The data for the years
1990 trough 2000 was audited by other  auditors  whose report,  date January 29,
2001, stated that such information was fairly stated,  in al material  respects,
in relation to the financial statements taken as a whole. The data for the years
1975 through 1989 was audited by other  auditors who have ceased  operation  and
whose report,  dated January 24, 1990,  stated that such  information was fairly
stated, in all material respects,  in relation to the financial statements taken
as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  29,  2003 on our  consideration  of the  partnership's  internal
control structure and on its compliance with laws and regulations

FOLLMER RUDZEWICZ PLC
Certified Public Accountants
Southfield, Michigan
38-3460430