(Letterhead of McCutcheon, Doyle, Brown & Enersen, LLP)


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K/A
                                    (AMENDED)


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange act of 1934


        Date of Report (Date of Earliest Event Reported): August 1, 2001


                         REDWOOD MORTGAGE INVESTORS VII
             (Exact Name of Registrant as Specified in its Charter)

         California                    0-19992               94-3094928
(State or Other Jurisdiction of      (Commission          (I.R.S. Employer
 Incorporation or Organization)       File Number)     Identification Number)


             650 El Camino, Suite G, Redwood City, California 94063
               (Address of Principal Executive Offices) (Zip Code)

       Registrants telephone number, including area code: (650) 365-5341

          (Former Name or Former Address if Changed Since Last Report)





Item 4.  Change in Registrant's Certifying Accountant.

     The  accounting  firm of  Caporicci,  Cropper & Larson,  LLP  ("CCL"),  the
successor  in  interest  to  Parodi  &  Cropper,  CPA's,  was  retained  as  the
Registrant's  independent  public  accountants  when  the  Registrant  commenced
operations in 1989.  Bruce Cropper and John Cropper,  formerly  partners at CCL,
were the Registrant's  principal contacts at CCL. Bruce Cropper and John Cropper
have been  performing  audit and  accounting  services  for the  benefit  of the
Registrant's  General Partner and their affiliates for over 18 years.  Effective
as of December 31, 2000,  CCL resigned from its  engagement as the  Registrant's
independent  public  accountants due to the withdrawal of Bruce Cropper and John
Cropper from the CCL  partnership,  making it necessary  for the  Registrant  to
retain new  independent  public  accountants.  Bruce  Cropper  and John  Cropper
subsequently  joined the accounting firm of Armanino McKenna,  LLP ("Armanino").
Based upon the long  standing  relationship  between  the  Registrant  and Bruce
Cropper and John Cropper,  the R egistrant's  General Partner determined that it
was  in  the  best  interest  of  the  Registrant  to  retain  Armanino  as  the
Registrant's  independent public  accountants,  effective as of January 1, 2001.
The  Registrant  believes,  and has been  advised by Mr.  John  Cropper  that he
concurs,  that for the two fiscal years ended  December 31, 2000, the Registrant
and CCL, as well as  Armanino,  did not have any  disagreement  on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which disagreement,  if not resolved to the satisfaction of
CCL,  would have caused CCL to make  reference in connection  with its report on
the Registrant's financial statements to the subject matter of the disagreement.
The report of CCL on the Registrant's  financial statements for the years ending
December 31, 1998 and  December 31, 1999,  as well as the report of Armanino for
the year  ending  December  31,  2000,  did not  contain an  adverse  opinion or
disclaimer  of opinion,  and was not  qualified or m odified as to  uncertainty,
audit  scope  or  accounting  principles.  During  that  period,  there  were no
"reportable  events" within the meaning of Item  304(a)(1)(v)  of Regulation S-K
promulgated  under the Securities Act of 1933. The Registrant has requested that
Mr. John  Cropper  furnish a letter  addressed  to the  Securities  and Exchange
Commission stating whether Mr. John Cropper agrees with the above statements.  A
copy of that letter is attached as Exhibit 1 to this Form 8-K.

                                    SIGNATURE


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

Date:  August 3, 2001

                                             REDWOOD MORTGAGE INVESTORS VII,
                                             A California Limited Partnership

                                             By:             /s/
                                                    -------------------------
                                                     Michael R. Burwell,
                                                     General Partner
<PAGE>



                (Letterhead of Caporicci, Cropper & Larson, LLP)



August 3, 2001


SECURITIES AND EXCHANGE COMMISSION
c/o Joyce Anderson, Staff Accountant
450 5th Street NW, Mail Stop 4-8
Washington, D.C. 20549

     RE: REDWOOD  MORTGAGE  INVESTORS VII Dear Ms.  Anderson:  I am writing this
letter in  response to your  letter  dated July 30, 2001 to Michael R.  Burwell,
General Partner of Redwood  Mortgage  Investors VII ("RMI 7"). RMI 7 was audited
by our firm,  Caporicci,  Cropper  & Larson,  LLP as of  December  31,1999.  The
opinion was  unqualified  We were  replaced as auditors for the most recent year
ended December 31, 2000 by Armanino  McKenna LLP. Our firm has no  disagreements
as to the methods,  accounting  principles,  practices or  procedures of Redwood
Mortgage Investors VII. Furthermore,  our firm has read and is in agreement with
the revised disclosures in the Form 8-K amendment.

Sincerely,

/s/
John Cropper
Caporicci, Cropper & Larson, LLP




Cc: Michael Burwell