UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended                              December 31, 2009
                                       ---------------------------------------

                                       OR

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

For the transition period from                  to
                               ---------------          ----------


                      Commission file number 0-24584

         Boston Financial Tax Credit Fund VII, A Limited Partnership
       ________________________________________________________________

                (Exact name of registrant as specified in its charter)

   Massachusetts                           04-3166203
__________________                       ______________

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



   101 Arch Street, Boston, Massachusetts                02110-1106
---------------------------------------------   -----------------------

 (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code     (617)439-3911
                                                    -----------------------


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 12 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 90 days.
                                   Yes X No .

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___                        Accelerated Filer  ___
Non-accelerated filer   ___  (Do not check if      Smaller reporting company X
                              a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.)
                              Yes No X .




<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
                           TABLE OF CONTENTS



<TABLE>
<CAPTION>
<S>                                                                                  <C>

PART I - FINANCIAL INFORMATION                                                        Page No.
------------------------------                                                        --------

Item 1.   Financial Statements

          Balance Sheets - December 31, 2009 (Unaudited) and
               March 31, 2009 (Audited)                                                     1

          Statements of Operations (Unaudited) -
               For the Three and Nine Months Ended December 31, 2009 and 2008               2

          Statement of Changes in Partners' Equity
               (Unaudited) - For the Nine Months Ended December 31, 2009                    3

          Statements of Cash Flows (Unaudited) -
               For the Nine Months Ended December 31, 2009 and 2008                         4

          Notes to the Financial Statements (Unaudited)                                     5

Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                                9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                       16

Item 4.   Controls and Procedures                                                          16

PART II - OTHER INFORMATION

Items 1-6                                                                                  17

SIGNATURE                                                                                  18

CERTIFICATIONS                                                                             19
</TABLE>

<PAGE>


          BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                                 BALANCE SHEETS
           December 31, 2009 (Unaudited) and March 31, 2009 (Audited)



<TABLE>
<CAPTION>
<S>                                                                                  <C>                  <C>

Assets                                                                            December 31             March 31
--------                                                                     -----------------       ----------------

Cash and cash equivalents                                                     $      3,668,751        $     1,564,981
Restricted cash                                                                        244,255                284,447
Investments in Local Limited Partnerships (Note 1)                                     370,802              1,224,904
Other assets                                                                               796                    141
                                                                              ----------------        ---------------
     Total Assets                                                             $      4,284,604        $     3,074,473
                                                                              ================        ===============

Liabilities and Partners' Equity

Due to affiliates                                                             $        244,415        $       297,110
Accrued expenses                                                                        44,267                 59,100
                                                                              ----------------        ---------------
     Total Liabilities
                                                                                       288,682                356,210

General, Initial and Investor Limited Partners' Equity                               3,995,922              2,718,263
                                                                              ----------------        ---------------
     Total Liabilities and Partners' Equity                                   $      4,284,604        $     3,074,473
                                                                              ================        ===============

   The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>
              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
           For the Three and Nine Months Ended December 31, 2009 and 2008
                               (Unaudited)

<TABLE>
<CAPTION>
<S>                                                  <C>                 <C>                   <C>                 <C>


                                                         Three Months Ended                          Nine Months Ended
                                                  December 31,          December 31,         December 31,          December 31,
                                                      2009                  2008                 2009                  2008
                                                ----------------      ----------------     ----------------     ----------------
Revenue
   Investment                                    $        11,255       $         8,733     $         23,273     $         23,297
   Cash distribution income                                    -                     -              208,336               82,765
                                                 ---------------       ---------------     ----------------     ----------------
     Total Revenue                                        11,255                 8,733              231,609              106,062
                                                 ---------------       ---------------     ----------------     ----------------

Expenses:
   Asset Management Fees, affiliate                       94,378                94,284              283,134              282,852
   Provision for valuation of advances to
     Local Limited Partnerships                                -                     -                    -               48,404
    Impairment on investments
       in Local Limited Partnerships                           -                     -                 9000                    -
   General and administrative (includes
   reimbursement to affiliate in the
   amounts of $116,534 and $97,975
   for the nine months ended
    December 31, 2009 and 2008,
    respectively)                                         75,314                58,953              203,568              192,155
   Amortization                                             (261)                2,400                3,644                8,164
                                                 ----------------      ---------------     ----------------     ----------------
     Total Expenses                                      169,431               155,637              499,346              531,575
                                                 ---------------       ---------------     ----------------     ----------------

Loss before equity in losses of
   Local Limited Partnerships                           (158,176)             (146,904)            (267,737)            (425,513)

Equity in losses of Local Limited
   Partnerships (Note 1)                                 (78,704)              (23,430)            (161,051)            (143,527)

Gain on sale of investments in Local
   Limited Partnerships                                        -                     -            1,706,447            1,433,433
                                                 ---------------       ---------------     ----------------     ----------------

Net Income (Loss)                                $      (236,880)      $      (170,334)    $      1,277,659     $        864,393
                                                 ================      ================    ================     ================

Net Income (Loss) allocated:
   General Partners                              $        (2,368)      $        (1,703)    $         12,777     $          8,644
   Limited Partners                                     (234,512)             (168,631)           1,264,882              855,749
                                                 ----------------      ----------------    ----------------     ----------------
                                                 $      (236,880)      $      (170,334)    $      1,277,659     $        864,393
                                                 ================      ================    ================     ================

Net Income (Loss) Per Limited Partner
   Unit (50,930 Units)                           $        (4.61)       $         (3.31)    $          24.84     $          16.80
                                                 ===============       ================    ================     =================

    The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE>
                 BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                    STATEMENT OF CHANGES IN PARTNERS' EQUITY
                   For the Nine Months Ended December 31, 2009
                                   (Unaudited)





<TABLE>
<CAPTION>
<S>                                             <C>              <C>                <C>              <C>

                                                               Initial           Investor
                                              General          Limited            Limited
                                             Partners          Partner           Partners            Total

    Balance at March 31, 2009               $    27,182     $     5,000       $   2,686,081      $ 2,718,263

    Net Income                                   12,777               -           1,264,882        1,277,659
                                            -----------     -----------       --------------     ------------

    Balance at December 31, 2009            $    39,959     $     5,000       $   3,950,963     $  3,995,922
                                            ===========     ===========       ==============     ============



</TABLE>
    The accompanying notes are an integral part of these financial statements.

<PAGE>
              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended December 31, 2009 and 2008
                                   (Unaudited)





<TABLE>
<CAPTION>
<S>                                                                         <C>                        <C>

                                                                              2009                    2008
                                                                          -------------         --------------

Net cash used for operating activities                                    $    (532,161)         $    (709,871)

Net cash provided by investing activities                                     2,635,931              1,789,462
                                                                          -------------          -------------

Net increase in cash and cash equivalents                                     2,103,770              1,079,591

Cash and cash equivalents, beginning                                          1,564,981                613,617
                                                                          -------------          -------------

Cash and cash equivalents, ending                                         $   3,668,751          $   1,693,208
                                                                          =============          =============

    The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP



                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by accounting principles generally
accepted in the United States of America. These statements should be read in
conjunction with the financial statements and notes thereto included with the
Fund's Form 10-K for the year ended March 31, 2009. In the opinion of the
Managing General Partner, these financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
Fund's financial position and results of operations. The results of operations
for the period may not be indicative of the results to be expected for the year.

The Managing General Partner of the Fund has elected to report results of the
Local Limited Partnerships in which the Fund has a limited partnership interest
on a 90 day lag basis because the Local Limited Partnerships report their
results on a calendar year basis. Accordingly, the financial information about
the Local Limited Partnerships that is included in the accompanying financial
statements is as of September 30, 2009 and 2008.

Generally, profits, losses, tax credits and cash flow from operations are
allocated 99% to the Limited Partners and 1% to the General Partners. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partners, after certain priority payments. The
General Partners may have an obligation to fund deficits in their capital
accounts, subject to limits set forth in the Partnership Agreement. However, to
the extent that the General Partners' capital accounts are in deficit positions,
certain items of net income may be allocated to the General Partners in
accordance with the Partnership Agreement.

1.   Investments in Local Limited Partnerships

The Fund has limited partnership interests in nine Local Limited Partnerships
which were organized for the purpose of owning and operating multi-family
housing complexes, all of which are government-assisted. The Fund's ownership
interest in each Local Limited Partnership is 99%, with the exception of
Springwood Apartments which is 19.8%, Eden Park which is 67%, and Twin Oaks
Meadow which is 95.89%. The Fund may have negotiated or may negotiate options
with the Local General Partners to purchase or sell the Fund's interests in the
Local Limited Partnerships at the end of the Compliance Period at nominal
prices. In the event that Local Limited Partnerships are sold to third parties,
or upon dissolution of the Local Limited Partnerships, proceeds will be
distributed according to the terms of each Local Limited Partnership agreement.

<PAGE>

             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (continued)
                                   (Unaudited)


1. Investments in Local Limited Partnerships (continued)
<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>

The following is a summary of investments in Local Limited Partnerships at
December 31, 2009 and March 31, 2009:

                                                                                   December 31            March 31
Capital contributions and advances paid to Local Limited Partnerships
and purchase price paid to withdrawing partners of Local Limited Partnerships  $    18,988,391         $  27,305,481

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
unrecognized losses of $3,942,869 and $3,570,296 at December 31 and
March 31, 2009, respectively)                                                      (15,212,280)          (20,745,430)

Cumulative cash distributions received from Local Limited Partnerships              (1,948,113)           (2,382,471)
                                                                              -----------------    -------------------

Investments in Local Limited Partnerships before adjustments                         1,827,998             4,177,580

Excess investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                       675,882               846,688

   Cumulative amortization of acquisition fees and expenses                           (233,291)             (298,577)
                                                                              ----------------     ------------------

Investments in Local Limited Partnerships before valuation allowance                 2,270,589             4,725,691

Valuation allowance on investments in Local Limited Partnerships                    (1,899,787)           (3,500,787)
                                                                              ----------------     ------------------

Investments in Local Limited Partnerships                                      $       370,802         $   1,224,904
                                                                              ================     ==================
</TABLE>


The Fund has also recorded an impairment allowance for its investments in
certain Local Limited Partnerships in order to appropriately reflect the
estimated net realizable value of these investments.

The Fund's share of the net losses of the Local Limited Partnerships for the
nine months ended December 31, 2009 and 2008 is $762,532 and $935,433,
respectively. For the nine months ended December 31, 2009 and 2008, the Fund has
not recognized $601,481 and $791,906, respectively, of equity in losses relating
to certain Local Limited Partnerships in which cumulative equity in losses and
distributions exceeded its total investments in these Local Limited
Partnerships.

During the nine months ended December 31, 2009, the fund sold its interests in
four Local Limited Partnerships, resulting in a net gain of 1,706,447.

2.   Fair Value Measurements

In September 2006, the Financial Accounting Standards Board ("FASB") issued
authoritative guidance which provided enhanced guidance for using fair value to
measure assets and liabilities. The authoritative guidance, which is effective
for financial statements issued in fiscal years beginning after November 15,
2007 and interim periods within those fiscal years, established a common
definition of fair value, providing a framework for measuring fair value under
U.S. generally accepted accounting principles and expanding disclosure
requirements about fair value measurements. In February 2008, additional
authoritative guidance was issued which delays the above effective date for fair
value measurement of all nonfinancial assets and liabilities except those that
are recognized or disclosed at

<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

2. Fair Value Measurements (continued)

fair value in the financial statements on at least an annual basis until
November 15, 2008. The Fund adopted certain provisions of the authoritative
guidance for financial assets and liabilities recognized at fair value on a
recurring basis effective April 1, 2008. This partial adoption did not have a
material impact on the Fund's Financial Statements. The Fund does not expect the
adoption of the remaining provisions to have a material effect on the Fund's
financial position, operations or cash flow. This authoritative guidance
requires that a Fund measure its financial assets and liabilities using inputs
from the three levels of the fair value hierarchy. A financial asset or
liability classification within the hierarchy is determined based on the lowest
level input that is significant to the fair value measurement. The three levels
are as follows:

     Level 1 - Inputs are unadjusted quoted prices in active markets for
               identical assets or liabilities that the Fund has the ability to
               access at the measurement date.

     Level 2 - Inputs include quoted prices for similar assets and
               liabilities in active markets, quoted prices for identical or
               similar assets or liabilities in markets that are not active,
               inputs other than quoted prices that are observable for the
               asset or liability and inputs that are derived principally from
               or corroborated by observable market data by correlation or
               other means (market corroborated inputs).

     Level 3 - Unobservable inputs reflect the Fund's judgments about the
               assumptions market participants would use in pricing the asset
               or liability since limited market data exists. The Fund develops
               these inputs based on the best information available, including
               the Fund's own data.

In February 2007, the FASB issued authoritative guidance which permits entities
to choose to measure many financial assets and financial liabilities at fair
value. Unrealized gains and losses on items for which the fair value option has
been elected are reported in earnings. This guidance is effective for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years. The Fund has not elected to measure any financial assets and financial
liabilities at fair value.

3.   New Accounting Principles

Accounting for Uncertainty in Income Taxes

In June 2006, the FASB issued authoritative guidance which provides guidance for
how uncertain tax positions should be recognized, measured, presented and
disclosed in the financial statements. As required, the Fund adopted this
authoritative guidance effective April 1, 2007 and concluded that the effect was
not material to its financial statements. In December 2008, the FASB issued
additional authoritative guidance which deferred the effective date for certain
nonpublic organizations. The deferred effective date is intended to give the
FASB additional time to develop guidance on the application of this
authoritative guidance by pass through and not-for-profit entities. If required,
the General Partner may modify the Fund's disclosures in accordance with the
FASB's guidance.

Codification and Hierarchy of Generally Accepted Accounting Principles

In June 2009, the FASB issued authoritative guidance which establishes the FASB
Standards Accounting Codification ("Codification") as the source of
authoritative GAAP recognized by the FASB to be applied to nongovernmental
entities. It is effective for interim and annual reporting periods ending after
September 15, 2009. The Fund has adopted this authoritative guidance with its
September 30, 2009 reporting. The only other source of authoritative GAAP is the
rules and interpretive releases of the SEC which only apply to SEC registrants.
The Codification supersedes all the existing non-SEC accounting and reporting
standards upon its effective date. Since the issuance of the Codification is not
intended to change or alter existing GAAP, adoption of this statement did not
have an impact on the Fund's financial position or results of operations, but
did change the way in which GAAP is referenced in the Fund's financial
statements.
<PAGE>

              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

3. New Accounting Principles (continued)

Subsequent Events

In May 2009, the FASB issued authoritative guidance which establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. The Fund adopted this authoritative guidance for the
quarter ended June 30, 2009 and has evaluated subsequent events after the
balance sheet date of December 31, 2009 through February 16, 2010, the date the
financial statements were issued.

Interim Disclosures about Fair Value Measurement

In April 2009, the FASB issued authoritative guidance which amends previous
professional standards, to require disclosures about the fair value of financial
instruments for interim reporting periods. The authoritative guidance, effective
for interim and annual reporting periods ending after June 15, 2009, also
requires companies to disclose the methods and significant assumptions used to
estimate the fair value of financial instruments in financial statements on an
interim basis and to describe any changes during the period. The Fund adopted
this authoritative guidance for the quarter ended June 30, 2009 and the adoption
did not have a material impact on the Fund's financial position or results of
operations.

Consolidation of Variable Interest Entities

In June 2009, the FASB issued authoritative guidance which amends existing
consolidation guidance for variable interest entities. The guidance requires
ongoing reassessment to determine whether a variable interest entity must be
consolidated, requires additional disclosures regarding involvement with
variable interest entities and disclosure of any significant changes in risk
exposure due to that involvement. This guidance will be effective for the Fund's
fiscal year beginning April 1, 2010. The Fund is currently evaluating the
effects of this guidance on its financial statements.

4.   Significant Subsidiaries

The following Local Limited Partnership invested in by the Fund represents more
than 20% of the Fund's total assets or equity as of December 31, 2009 or 2008 or
net losses for the three months then ended. The following financial information
represents the performance of this Local Limited Partnership for the three
months ended September 30, 2009 and 2008:
<TABLE>
<CAPTION>
<S>                                                                                  <C>                    <C>

Citrus Glen                                                                         2009                   2008
-----------                                                                      ----------              ---------

Revenue                                                                           346,463                378,104
Net Loss                                                                          (56,881)               (22,851)
</TABLE>

<PAGE>

               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The use of
words like "anticipate," "estimate," "intend," "project," "plan," "expect,"
"believe," "could" and similar expressions are intended to identify such
forward-looking statements. The Fund intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements and is
including this statement for purposes of complying with these safe harbor
provisions. Although the Fund believes the forward-looking statements are based
on reasonable assumptions, the Fund can give no assurance that its expectations
will be attained. Actual results and timing of certain events could differ
materially from those projected in or contemplated by the forward-looking
statements due to a number of factors, including, without limitation, general
economic and real estate conditions and interest rates.

Critical Accounting Policies

The Fund's accounting polices include those that relate to its recognition of
investments in Local Limited Partnerships using the equity method of accounting.
The Fund's policy is as follows:

The Local Limited Partnerships in which the Fund invests are Variable Interest
Entities ("VIE"s). The Fund is involved with the VIEs as a non-controlling
limited partner equity holder. The investments in the Local Limited Partnerships
are made primarily to obtain tax credits on behalf of the Fund's investors. The
general partners of the Local Limited Partnerships, who are considered to be the
primary beneficiaries, control the day-to-day operations of the Local Limited
Partnerships. The general partners are also responsible for maintaining
compliance with the tax credit program and for providing subordinated financial
support in the event operations cannot support debt and property tax payments.
The Fund, through its ownership percentages, may participate in property
disposition proceeds. The timing and amounts of these proceeds are unknown but
can impact the Fund's financial position, results of operations or cash flows.
Because the Fund is not the primary beneficiary of these VIEs, it accounts for
its investments in the Local Limited Partnerships using the equity method of
accounting. As a result of its involvement with the VIEs, the Fund's exposure to
economic and financial statement losses is limited to its investments in the
VIEs ($370,802 and $1,224,904 at December 31, 2009 and March 31, 2009,
respectively). The Fund may be subject to additional losses to the extent of any
financial support that the Fund voluntarily provides in the future. Under the
equity method, the investment is carried at cost, adjusted for the Fund's share
of net income or loss and for cash distributions from the Local Limited
Partnerships; equity in income or loss of the Local Limited Partnerships is
included currently in the Fund's operations. A liability is recorded for delayed
equity capital contributions to Local Limited Partnerships. Under the equity
method, a Local Limited Partnership investment will not be carried below zero.
To the extent that equity in losses are incurred when the Fund's carrying value
of the respective Local Limited Partnership has been reduced to a zero balance,
the losses will be suspended and offset against future income. Income from Local
Limited Partnerships, where cumulative equity in losses plus cumulative
distributions have exceeded the total investment in Local Limited Partnerships,
will not be recorded until all of the related unrecorded losses have been
offset. To the extent that a Local Limited Partnership with a carrying value of
zero distributes cash to the Fund, that distribution is recorded as income on
the books of the Fund.

The Fund has implemented policies and practices for assessing
other-than-temporary declines in the values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are tested
for other-than-temporary impairment. If an other-than-temporary decline in
carrying value exists, a provision to reduce the investment to the sum of the
estimated remaining benefits will be recorded in the Fund's financial
statements. The estimated remaining benefits for each Local Limited Partnership
consist of estimated future tax losses and tax credits over the estimated life
of the investment and estimated residual proceeds at disposition. Included in
the estimated residual proceeds calculation is current net operating income
capitalized at a regional rate specific to each Local Limited Partnership less
the debt of the Local Limited Partnership. Generally, the carrying values of
most Local Limited Partnerships will decline through losses and distributions in
amounts sufficient to prevent other-than- temporary impairments. However, the
Fund may record similar impairment losses in the future if the expiration of tax
credits outpaces losses and distributions from any of the Local Limited
Partnerships.

<PAGE>

            BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Liquidity and Capital Resources

At December 31, 2009, the Fund had cash and cash equivalents of $3,668,751 as
compared with $1,564,981 at March 31, 2009. This increase is primarily
attributable to proceeds from the sales of the Fund's interests in four Local
Limited Partnerships and cash distributions received from Local Limited
Partnerships in excess of cash used for operating activities.

The Managing General Partner initially designated 5% of the Gross Proceeds as
Reserves, as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Fund and contingencies related to the
ownership of Local Limited Partnership interests. The Managing General Partner
may increase or decrease such Reserves from time to time, as it deems
appropriate. At December 31, 2009 and March 31, 2009, respectively, $3,719,499
and $1,587,737 has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $128,000 have been paid from Reserves. In the event a Local
Limited Partnership encounters operating difficulties requiring additional
funds, the Fund's management might deem it in its best interest to voluntarily
provide such funds in order to protect its investment. As of December 31, 2009,
the Fund has advanced approximately $1,525,000 to Local Limited Partnerships to
fund operating deficits.

The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the Fund's
ongoing operations. Reserves may be used to fund operating deficits, if the
Managing General Partner deems funding appropriate. To date, the Fund has used
approximately $2,827,000 of Reserves to fund operations. If Reserves are not
adequate to cover the Fund's operations, the Fund will seek other financing
sources including, but not limited to, the deferral of Asset Management Fees
paid to an affiliate of the Managing General Partner or working with Local
Limited Partnerships to increase cash distributions.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide additional funds to Local Limited Partnerships beyond its specified
investment. Thus, as of December 31, 2009, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for except as disclosed above.

Cash Distributions

No cash distributions were made to Limited Partners during the nine months ended
December 31, 2009.

Results of Operations

Three Month Period

The Fund's results of operations for the three months ended December 31, 2009
resulted in a net loss of $236,880 as compared to a net loss of $170,334 for the
same period in 2008. The increase in net loss is primarily attributable to an
increase in equity in losses of Local Limited Partnerships. Equity in losses
increased primarily due to a decrease in unrecognized losses by the Fund of
Local Limited Partnerships with carrying values of zero.

<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Results of Operations (continued)

Nine Month Period

The Fund's results of operations for the nine months ended December 31, 2009
resulted in net income of $1,277,659 as compared to a net income of $864,394 for
the same period in 2008. The increase in net income is primarily attributable to
an increase in gain on sale of investments in Local Limited Partnerships, an
increase in other income, and a decrease in provision for valuation allowance on
advances to Local Limited Partnerships, partially offset by an increase in
impairment on investments in Local Limited Partnerships. The increase in gain on
sale of investments in Local Limited Partnerships is due to the sale of four
Local Limited Partnerships during the current year. The increase in other income
is due to an increase in distributions from Local Limited Partnerships with
carrying values of zero. The decrease in provision for valuation allowance on
advances to Local Limited Partnerships is a result of advances made to one Local
Limited Partnership in the prior year. The increase on impairment on investments
in Local Limited Partnerships is due to the Fund recording an impairment
allowance for its investments in certain Local Limited Partnerships.

Portfolio Update

The Fund is a Massachusetts limited partnership organized to invest in Local
Limited Partnerships which own and operate apartment complexes that are eligible
for low income housing tax credits which may be applied against the federal
income tax liability of an investor. The Fund's objectives are to: (i) provide
investors with annual tax credits which they may use to reduce their federal
income tax liability; (ii) provide limited cash distributions from the
operations of apartment complexes and; (iii) preserve and protect the Fund's
capital. The fiscal year of the Fund ends on March 31.

Municipal Mortgage & Equity, LLC ("MuniMae") has now sold substantially all of
the assets of its Low Income Housing Tax Credit ("LIHTC") business to a venture
consisting of JEN Partners, LLC or its affiliates ("JEN") and Real Estate
Capital Partners, LP or its affiliates ("RECP"). The first stage of this sale
closed on July 30, 2009 and the second stage closed on October 13, 2009. The
business is owned by Boston Financial Investment Management, LP, a Delaware
limited partnership, which is directly and indirectly owned by JEN and RECP
("Boston Financial"). The general partner of Boston Financial is BFIM
Management, LLC, a JEN affiliate. From July 30, 2009 through October 13, 2009,
MuniMae had engaged BFIM Asset Management, LLC ("BFIM"), an affiliate of Boston
Financial, to provide asset management to the Fund. Most of the employees of
MuniMae's LIHTC business have joined Boston Financial, the operations of the
business are to remain intact in the Boston office and the Fund will continue to
be managed and administered in the ordinary course.

Arch Street VIII, Inc. is the Managing General Partner of the Fund ("Arch
Street") and Arch Street VII Limited Partnership is the co-General Partner of
the Fund ("Arch Street LP"). The general partner of Arch Street LP is Arch
Street. In connection with the above-described transaction, on October 13, 2009,
ownership and control of the Managing General Partner and control of the
co-General Partner were directly and/or indirectly transferred from an affiliate
of MuniMae to Boston Financial. The transfer did not change the organizational
structure of the Fund. The principal office and place of business of the Fund
will continue to be 101 Arch Street, 13th Floor, Boston, Massachusetts 02110.

As of December 31, 2009, the Fund's investment portfolio consisted of a limited
partnership interest in nine Local Limited Partnerships which own and operate a
multi-family apartment complex that has generated Tax Credits. Since inception,
the Fund generated Tax Credits of approximately $1,485 per Limited Partner Unit.
In the aggregate, actual and estimated Tax Credits enabled the Fund to meet the
objective specified in the Fund's prospectus.

<PAGE>

          BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Portfolio Update (continued)

Properties that receive low income housing Tax Credits must remain in compliance
with rent restriction and set-aside requirements for at least 15 calendar years
from the date the Property is placed in service. Failure to do so would result
in the recapture of a portion of the Property's Tax Credits. The Compliance
Period for four of the remaining nine Properties, which the Fund has an
interest, expired on or before December 31, 2008. The Compliance Period for four
of the remaining Properties will expire December 31, 2009, while one remaining
Property will expire December 31, 2010. The Managing General Partner has
negotiated agreements that will ultimately dispose of the Fund's interest in one
additional Local Limited Partnerships in 2010. In addition, the Fund is in
negotiations with potential buyers to dispose of its interest in five Local
Limited Partnerships. One of the Local Limited Partnerships in which the Fund
had an interest was disposed of during the three months ended December 31, 2009.
In addition, one Local Limited Partnership in which the Fund had an interest was
disposed of during January 2010.

The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance Periods and will formulate disposition
strategies with respect to the Fund's remaining Local Limited Partnership
interests. It is unlikely that the Managing General Partner will be able to
dispose of the Fund's Local Limited Partnership interests concurrently with the
expiration of each Property's Compliance Period. The Fund shall dissolve and its
affairs shall be wound up upon the disposition of the final Local Limited
Partnership interest and other assets of the Fund. Investors will continue to be
Limited Partners, receiving K-1s and quarterly and annual reports, until the
Fund is dissolved.

The Fund is not a party to any pending legal or administrative proceeding, and
to the best of its knowledge, no legal or administrative proceeding is
threatened or contemplated against it.

Property Discussions

A majority of the Properties in which the Fund has an interest have stabilized
operations and operated above breakeven at September 30, 2009. Some Properties
generate cash flow deficits that the Local General Partners of those Properties
fund through project expense loans, subordinated loans or operating escrows.
However, some Properties have had persistent operating difficulties that could
either: (i) have an adverse impact on the Fund's liquidity; (ii) result in their
foreclosure; or (iii) result in the Managing General Partner deeming it
appropriate for the Fund to dispose of its interest in the Local Limited
Partnership prior to the expiration of the Compliance Period. Also, the Managing
General Partner, in the normal course of the Fund's business, may arrange for
the future disposition of its interest in certain Local Limited Partnerships.
The following Property discussions focus only on such Properties.

As previously reported, Los Claveles II, located in Trujillio Alto, Puerto Rico,
continued to operate below breakeven throughout the twelve-month period ending
December 31, 2008 due to a reduction in rental revenues associated with low
occupancy levels and an increase in utility expenses, while working capital
levels remained below acceptable levels. A site visit conducted by a
representative of the Managing General Partner in November 2007 indicated the
Property was in acceptable physical shape. The Managing General Partner signed
an agreement in December 2002 with the Local General Partner whereby the Fund
would pay its remaining capital commitment of $350,000 and release Fund Reserves
of approximately $50,000 in exchange for an exit option that would allow the
Fund to put its interest to the Local General Partner at any time for $10,000.
Further, the Local General Partner had the right, subsequent to the expiration
of the Compliance Period on December 31, 2008, to call the Fund's interest for a
price of $10,000. As part of the agreement, the Local General Partner provided
an operating guarantee in the form of a Local General Partner indemnification of
any loss or any recapture of Tax Credits through the end of the Compliance
Period. The Transfer Agreement stated above was amended on December 31, 2008 to
allow for a 100% put of the Fund's interest on January 1, 2009 for $0. The put
was exercised for $0 on January 28, 2009, to be effective January 1, 2009. The
Managing General Partner estimates that this transaction will result in 2009
taxable income projected to be approximately $4,500,000, or about $88.36, per
Unit. The Fund no longer has an interest in this Local Limited Partnership.

<PAGE>

         BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

As previously reported, occupancy rose from 75% at December 31, 2007 to 97% at
September 30, 2008 for Des Moines Street Village, located in Des Moines, Iowa.
Property operations improved significantly during the twelve month period ending
December 31, 2008. Due to increased occupancy, the Property operated above
breakeven. In June 2008, the Fund advanced $48,404 to the Property in order to
pay real estate taxes originally due in September 2007. These past due real
estate taxes resulted in the Local General Partner defaulting on the Partnership
agreement, as well as the mortgage loan. The Managing General Partner was
actively pursuing a replacement of the Local General Partner. While the Local
General Partner had previously funded deficits and the Property remained current
on its debt obligations, the Managing General Partner approved the Local General
Partner request to a reduced rate refinancing of the Property's first mortgage
in April 2004. As part of this transaction, the Managing General Partner, and
the Local General Partner, entered into a put agreement whereby the Fund can
transfer its interest in the Local Limited Partnership for a nominal amount, any
time after the expiration of the Compliance Period on December 31, 2009. On
January 29, 2009, the Managing General Partner removed the Local General Partner
and as a result, the previous put agreement was no longer valid. The Managing
General Partner, concurrently with the removal of the Local General Partner,
entered into a new put agreement with the Local General Partner successor and
sold its interest for $1, to be effective January 30, 2009. The Managing General
Partner estimates that this transaction will result in 2009 taxable income
projected to be approximately $53,000, or about $1.04, per Unit. The Fund no
longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner entered into an agreement
that would require the Local General Partner to either purchase the Fund's
interest in Sunrise Terrace, located in Madera, California, after the end of the
compliance period on December 31, 2008, based on the appraised value of the
Property, or to market the Property for sale. The Local General Partner opted to
market the Property for sale and a Purchase and Sales Agreement was signed on
June 9, 2009 and amended on June 23, 2009. The sale of the Property occurred
August 18, 2009 and net proceeds to the Fund totaled $557,041, or $10.94 per
Unit. While all profit and loss benefits have stopped flowing to the Fund as of
August 18, 2009, the investment in the Local Limited Partnership will generally
not be written off the Fund's books until the end of 90 days as there are
outstanding working capital items at the Local Limited Partnership level yet to
be resolved. The Managing General Partner currently estimates 2009 tax loss to
be $450,000, or $8.84 per Unit. As 90 days has passed, the Fund no longer has an
interest in this Local Limited Partnership.

As previously reported, the Managing General Partner entered into an agreement
to sell the Fund's interest in Woods Lane, L.P., located in Rogers, Arkansas, to
the Local General Partner. This transaction occurred on September 30, 2009,
which resulted in net sales proceeds to the Fund of $124,691, or $2.45 per Unit.
The Managing General Partner, in accordance with and as permitted by the
Partnership Agreement, retained the entire amount of sales proceeds in Reserves.
The Managing General Partner estimates that this transaction will result in 2009
taxable income projected to be approximately $547,000, or about $10.74, per
Unit. The Fund no longer has an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner entered into an agreement
to sell the Fund's interest in Fountain Lakes, L.P., located in Benton,
Arkansas, to the Local General Partner. This transaction occurred on September
30, 2009, which resulted in net sales proceeds to the Fund of $1,504,949, or
$29.55 per Unit. The Managing General Partner, in accordance with and as
permitted by the Partnership Agreement, retained the entire amount of sales
proceeds in Reserves. The Managing General Partner estimates that this
transaction will result in 2009 tax loss projected to be approximately
$1,080,000, or about $21.21, per Unit. The Fund no longer has an interest in
this Local Limited Partnership.

<PAGE>

         BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP



                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

As previously reported, the Managing General Partner anticipated transferring
the Fund's interest in the Local Limited Partnership that owns Crafton Place
Apartments, located in Fayetteville, Arkansas, in the third quarter fiscal year
2010. This transaction occurred on September 30, 2009, which resulted in net
sales proceeds to the Fund of $300,220, or $5.89 per Unit. The Managing General
Partner, in accordance with and as permitted by the Partnership Agreement,
retained the entire amount of sales proceeds in Reserves. The Managing General
Partner estimates that this transaction will result in 2009 tax loss projected
to be approximately $210,000, or about $4.12, per Unit. The Fund no longer has
an interest in this Local Limited Partnership.

As previously reported, the Managing General Partner anticipated the Fund's
interest in the Local Limited Partnership that owns SpringWood Apartments,
located in Tallahassee, Florida, would be terminated upon the sale of the
Property in the third quarter of 2008, a transaction that could have resulted in
net sales proceeds to the Fund of approximately $200,000, or $3.93 per Unit. In
July 2008, the potential buyer withdrew their interest to purchase this
Property. The Managing General Partner is currently exploring alternative exit
strategies for this Local Limited Partnership interest. The Managing General
Partner anticipates the Fund's interest in the Local Limited Partnership will
generally terminate no earlier than 90 days upon the sale of the Property in
January 2011. Net sales proceeds to the Fund are not known at this time.

As previously reported, with respect to the Fund, a Settlement Agreement
providing an option, subject to various conditions, to purchase the Fund's
interests in Affordable/Citrus Glen, Ltd., located in Orlando, FL, was not
exercised. The Managing General Partner explored alternative exit strategies for
this Local Limited Partnership interest. The Fund's interest in the Local
Limited Partnership terminated January 4, 2010. Based on an early 2009
valuation, the Managing General Partner expected a sale to result in
approximately $1,500,000, or $29.45 per Unit, in sales proceeds. However, due to
current market conditions, net sales proceeds to the Fund were $200,000, or
$3.93 per Unit. The Managing General Partner estimates that this transaction
will result in 2009 taxable gain projected to be approximately $74,000, or about
$1.45 per Unit. The Fund no longer has an interest in the Local Limited
Partnership as of December 31, 2009.

As previously reported, Guardian Place, located in Richmond, Virginia,
refinanced its existing debt, on July 29, 2005. In addition to an annual debt
service reduction of approximately $49,000, additional loan proceeds were
utilized to retire a second mortgage and provide for a distribution of
refinancing proceeds of $212,461 to the Fund on August 1, 2005. The Managing
General Partner, in accordance with and as permitted by the Partnership
Agreement, retained the entire amount of refinancing proceeds in Reserves. As
part of this transaction, the Managing General Partner and the Local General
Partner entered into an agreement that would allow for a sale at the end of the
Compliance Period on December 31, 2009. The Managing General Partner is
anticipating a March 2010 sale of the Fund's interest in the Local Limited
Partnership. The Managing General Partner expects a sale to result in
approximately $140,000, or $2.75 per Unit, in sales proceeds. The Managing
General Partner estimates that this transaction will result in 2009 taxable gain
projected to be approximately $902,000, or about $17.71 per Unit.

As previously reported, occupancy at Grand Boulevard Renaissance, located in
Chicago, Illinois averaged 91% for the six months ending September 30, 2009.
Debt service coverage is at an acceptable level and the Property is operating
above breakeven. However, working capital still remains below acceptable levels.
A representative of the Managing General Partner conducted a physical inspection
as part of a June 2009 site visit. Despite improvements since an October 2008
visit, the Property was still assigned an unfavorable rating due to significant
deferred maintenance and unaddressed issues. The Managing General Partner's
representative also considers property management to be weak and limited in
capacity to address the physical needs of the Property. Advances from the Local
General Partner and working capital have enabled the Property to remain current
on its loan obligations. In response to prior deficits, during 2001 the Local
General Partner negotiated with the first mortgage lender to reduce the interest
rate on the current first mortgage. In addition, in an effort to further reduce
the Property's debt service burden, in July 2003 the Local Limited Partnership
and the Illinois Housing Development Authority closed on a mortgage
restructuring of the second mortgage that reduced monthly debt service payments
until June 1, 2005. As part of the transaction, the management agent agreed to
subordinate a percentage of its management fee to payment

<PAGE>

         BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions (continued)

of the second mortgage debt service. The tax credit compliance period expired
December 31, 2009. The Managing General Partner is currently working on a
strategy to dispose of the Fund's interest in the property for a nominal sum in
mid-2010.

As previously reported, in an effort to reduce the Fund's risk to chronic
operating difficulties at Wynmor, also known as Eden Park, located in Brooklyn
Park, Minnesota, the Managing General Partner and Local General Partner, on
October 1, 2003, entered into an agreement to transfer a portion of the Fund's
interest in the Property's future Tax Credits (approximately $11 per Unit) and
tax losses to the Local General Partner. In return, the Local General Partner
agreed to deposit $500,000 into an escrow to be used to fund current and future
operating deficits and to fund as much as an additional $500,000 to cover future
operating deficits. The Managing General Partner and Local General Partner also
have an agreement that allows for the Managing General Partner to put the Fund's
interest to the Local General Partner for $1 any time after October 1, 2003 and
that the Local General Partner could call the Fund's interest for fair market
value any time after January 2, 2009. The Managing General Partner expects the
put to be exercised in June 2010. Occupancy averaged 93% for the six months
ending September 30, 2009 and the Property operated slightly above breakeven for
the same time period. The Compliance Period for the Property expired on December
31, 2008.

As previously reported, the Local General Partner of Twin Oaks Meadows, located
in Lansing, Michigan, with the Fund's consent, obtained soft loan financing in
May 2004 to undertake much needed security improvements to the Property, reduce
payables and fund operating deficits. In return for its consent, the Fund
received a put option that allows the Fund to transfer its interest in the Local
Limited Partnership for a nominal price to the Local General Partner at any time
subsequent to the end of the Property's Compliance Period on December 31, 2009.
 Working capital and debt service levels remain below acceptable levels at March
31, 2009. Occupancy rose from 70% for the three months ending June 30, 2008 to
98% for the six months ending September 30, 2009. Crime in the immediate area
has subsided as result of a neighborhood watch program that was implemented. A
new site manager was brought in May 2007, implementing programs to involve
residents, as well as the community at large. Further, a new management company
was brought in July 2008, which the Managing General Partner believes has helped
occupancy at the Property. The Tax Credit Compliance Period expired December 31,
2009. The Managing General Partner is currently working on a strategy to dispose
of the Fund's interest in the property for a nominal sum in mid-2010.

As previously reported, the Local General Partner of Fairhaven Manor, located in
Burlington, Washington, was working on a permanent loan extension. The loan
matured on June 1, 2009, at which time a balloon payment was due; however, the
note was extended for 60 months (5 years). The Compliance Period ended December
31, 2008; therefore, there is no recapture risk at the Property. The Managing
General Partner is currently negotiating an exit strategy with the Local General
Partner. The likely end result is that the Local General Partner and Managing
General Partner will agree on a price for the Local General Partner to purchase
the Fund's interest in the property, which is currently estimated for January
2011.

The Managing General Partner is currently negotiating an exit strategy with the
Local General Partner of Andrew's Pointe, located in Burnsville, Minnesota. The
compliance period expired December 31, 2008. The likely end result is that the
Local General Partner and Managing General Partner will agree on a price for the
Local General Partner to purchase the Fund's interest in the property, which is
currently estimated for September 2010, at the earliest.
<PAGE>

        BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Non Applicable

                             CONTROLS AND PROCEDURES



Disclosure Controls and Procedures

The Fund maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and
reported within the specified time periods. The Fund's Chief Executive Officer
and its Chief Financial Officer (collectively, the "Certifying Officers") are
responsible for maintaining disclosure controls for the Fund. The controls and
procedures established by the Fund are designed to provide reasonable assurance
that information required to be disclosed by the issuer in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and forms.

As of the end of the period covered by this report, the Certifying Officers
evaluated the effectiveness of the Fund's disclosure controls and procedures.
Based on the evaluation, the Certifying Officers concluded that as of December
31, 2009, the Fund's disclosure controls and procedures were effective to
provide reasonable assurance that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
applicable rules and forms, and that it is accumulated and communicated to our
management, including the Certifying Officers, as appropriate to allow timely
decisions regarding required disclosure.

Internal Control over Financial Reporting

The Certifying Officers have also concluded that there was no change in the
Fund's internal controls over financial reporting identified in connection with
the evaluation that occurred during the Fund's third fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting.



<PAGE>

             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP




PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

              (a) Exhibits

                  31.1  Certification of Principal  Executive  Officer and
                        Principal  Financial Officer pursuant to Section 302 of
                        the Sarbanes-Oxley Act of 2002
                  31.2  Certification of Principal Executive Officer and
                        Principal Financial Officer pursuant to Section 302 of
                        the Sarbanes-Oxley Act of 2002
                  32.1  Certification of Principal Executive Officer and
                        Principal Financial Officer pursuant to Section 906 of
                        the Sarbanes-Oxley Act of 2002.
                  32.2  Certification of Principal Executive Officer and
                        Principal Financial Officer pursuant to Section 906 of
                        the Sarbanes-Oxley Act of 2002.

              (b) Reports on Form 8-K - No reports on Form 8-K were filed
                  during the quarter ended December 31, 2009.



<PAGE>
                BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                                    SIGNATURE


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


Date:  February 16, 2010               BOSTON FINANCIAL TAX CREDIT FUND VII,
                                       A LIMITED PARTNERSHIP


                                       By:   Arch Street VIII, Inc.,
                                             its Managing General Partner

                                               /s/Kenneth J. Cutillo
                                        ----------------------------------
                                                Kenneth J. Cutillo
                                                President
                                                Arch Street VIII , Inc.



<PAGE>

<PAGE>