Microsoft Word 11.0.6502;










September 5, 2006



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

       Boston Financial Tax Credit Fund VII, A Limited Partnership
       Annual Report on Form 10-KSB/A for the Year Ended March 31, 2004
       File Number 0-24584

Dear Sir/Madam:

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, filed herewith is one copy of subject report.

Very truly yours,




/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller


TC710KSB-K


<PAGE>



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

                                  FORM 10-KSB/A

(Mark One)

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

For the fiscal year end                   March 31, 2004
                              ----------------------------


                                       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
                                                     --------------------


Securities registered pursuant to Section 12(b) of the Act:
                                              Name of each exchange on
          Title of each class                    which registered
          -------------------                 -------------------------
                 None                                  None

Securities registered pursuant to Section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     100,000

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) 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/A or any amendment to this Form 10-KSB/A. [ X ]

State the aggregate sales price of partnership units held by non-affiliates of
the registrant.
                                         $45,581,000 as of March 31, 2004
                                         --------------------------------


<PAGE>



DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE FOLLOWING  DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-KSB/A INTO WHICH THE
DOCUMENT IS INCORPORATED:  (1) ANY ANNUAL REPORT TO SECURITY HOLDERS: (2) ANY
PROXY OR  INFORMATION  STATEMENT:  AND (3) ANY  PROSPECTUS  FILED  PURSUANT TO
RULE 424(b) OR (c) UNDER THE SECURITIES ACT OF 1933.
<TABLE>
<CAPTION>

                                                                        Part of Report on
                                                                        Form 10-KSB/A into
                                                                        Which the Document
Documents incorporated by reference                                     is Incorporated
-----------------------------------                                     -----------------------

<S>                                                                     <C>
Report on Form 8-K dated March 18, 1993                                 Part I, Item 1

Report on Form 8-K dated June 8, 1993                                   Part I, Item 1

Report on Form 8-K dated September 10, 1993                             Part I, Item 1

Report on Form 8-K dated January 14, 1994                               Part I, Item 1

Post-Effective Amendment No. 1-3 to the Form S-11
     Registration Statement, File # 33-52468                            Part I, Item 1

Post-Effective Amendment No. 4 to the Form S-11
     Registration Statement, File # 33-52468                            Part III, Item 11

Prospectus - Sections Entitled:

     "Investment Objectives and Policies -
      Principal Investment Objectives"                                  Part I, Item 1

     "Investment Risks"                                                 Part I, Item 1

     "Estimated Use of Proceeds"                                        Part III, Item 12

     "Management Compensation and Fees"                                 Part III, Item 12

     "Profits and Losses for Tax Purposes, Tax
        Credits and Cash Distributions"                                 Part III, Item 12

</TABLE>


                                Explanatory Note

On June 30, 2004, Boston Financial Tax Credit Fund VII, A Limited Partnership
(the "Fund") filed its annual report on Form 10-KSB for its fiscal year ended
March 31, 2004. The Fund hereby amends the 2004 Form 10-KSB to include the name
of its Registered Public Accounting Firm as well as the city and state of the
office that performed the audit, to disclose the fees paid and types of services
rendered by the principal accountant, to expand in greater detail the
disclosures in the Summary of Critical Accounting Policies and to include
current certifications pursuant to sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. This form 10-KSB/A does not reflect events occurring after the June
30, 2004 filing of the Annual Report or modify or update the disclosure
contained in the Annual Report in any way other than as required to reflect the
amendments discussed above.



<PAGE>


        BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                         ANNUAL REPORT ON FORM 10-KSB/A
                        FOR THE YEAR ENDED MARCH 31, 2004


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                           Page No.

PART I

     <S>          <C>                                                        <C>
     Item 1       Business                                                   K-3
     Item 2       Properties                                                 K-5
     Item 3       Legal Proceedings                                          K-10
     Item 4       Submission of Matters to a Vote of
                  Security Holders                                           K-10

PART II

     Item 5       Market for the Registrant's Units and
                  Related Security Holder Matters                            K-10
     Item 6       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              K-10
     Item 7       Financial Statements and Supplementary Data                K-15
     Item 8       Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure K-15

PART III

     Item 9       Directors and Executive Officers
                  of the Registrant                                          K-15
     Item 10      Management Remuneration                                    K-16
     Item 11      Security Ownership of Certain Beneficial
                  Owners and Management                                      K-16
     Item 12      Certain Relationships and Related Transactions             K-17
     Item 13      Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                        K-18
     Item 14      Principal Accountant Fees and Services                     K-19

CONTROLS AND PROCEDURES                                                      K-20
-----------------------

SIGNATURES                                                                   K-21
----------

CERTIFICATIONS                                                               K-22
--------------
</TABLE>


<PAGE>


                                     PART I


Item 1.  Business

Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership formed on September 14, 1992 under the laws of
the Commonwealth of Massachusetts. The Fund's partnership agreement
("Partnership Agreement") authorizes the sale of up to 100,000 units of Limited
Partnership Interest ("Unit") at $1,000 per Unit. On November 30, 1993, the Fund
held its final investor closing. In total, the Fund received $50,930,000 ("Gross
Proceeds") of capital contributions for 50,930 Units. Such amounts exclude five
unregistered Units previously acquired for $5,000 by the Initial Limited
Partner, which is also one of the General Partners. The offering of Units
terminated on January 21, 1994. No further sale of Units is expected.

The Fund is engaged solely in the business of real estate investment.
Accordingly, a presentation of information about industry segments is not
applicable and would not be material to an understanding of the Fund's business
taken as a whole.

The Fund has invested as a limited partner in other limited partnerships ("Local
Limited Partnerships") which own and operate residential apartment complexes
("Properties"), some of which benefit from some form of federal, state or local
assistance programs and all of which qualify for low-income housing tax credits
("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax
Reform Act of 1986. The investment objectives of the Fund include the following:
(i) to provide investors with annual tax credits which they may use to reduce
their federal income taxes; (ii) to provide limited cash distributions from the
operations of apartment complexes; and (iii) to preserve and protect the Fund's
capital with the possibility of realizing a profit through the sale or
refinancing of apartment complexes. There cannot be any assurance that the Fund
will attain any or all of these investment objectives. A more detailed
discussion of these investment objectives, along with the risks in achieving
them, is contained in the sections of the Prospectus entitled "Investment
Objectives and Policies - Principal Investment Objectives" and "Investment
Risks", which are herein incorporated by this reference.

Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Fund has invested. Item 6 of this Report
contains other significant information with respect to such Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in a supplement to
the Prospectus and collected in the post-effective amendment to the Registration
Statement; such descriptions are incorporated herein by this reference.


<PAGE>
<TABLE>
<CAPTION>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


    Properties owned by                                                                           Date
       Local Limited                                                                            Interest
        Partnerships                                        Location                            Acquired
-----------------------------                           ------------------                    --------------

<S>                                                   <c>                                       <C>
Oak Ridge                                             Macon, GA                                 12/31/92
Santa Fe Oaks II                                      Gainesville, FL                           12/31/92
Andrew's Pointe                                       Burnsville, MN                            04/13/92
Palo Verde II                                         Henderson, NV                             05/19/93
Woods Lane                                            Rogers, AR                                07/30/93
Crafton Place                                         Fayetteville, AR                          07/30/93
Guardian Place                                        Richmond, VA                              10/07/93
Twin Oaks Meadows                                     Lansing, MI                               10/29/93
Sunrise Terrace                                       Madera, CA                                11/24/93
Wynmor                                                Brooklyn Park, MN                         12/22/93
Citrus Glen                                           Orlando, FL                               12/30/93
St. Andrews Pointe                                    Columbia, SC                              01/05/94
Des Moines St. Village                                Des Moines, IA                            01/31/94
Fountain Lakes                                        Benton, AR                                02/02/94
Fairhaven Manor                                       Burlington, WA                            03/08/94
Grand Boulevard Renaissance                           Chicago, IL                               08/03/94
Los Claveles II                                       Trujillio Alto, PR                        08/31/94
Springwood                                            Tallahassee, FL                           12/15/94
Harford Commons                                       Baltimore, MD                             02/28/95
</TABLE>

Although the Fund's investments in Local Limited Partnerships are not subject to
seasonal fluctuations, the Fund's equity in losses of Local Limited
Partnerships, to the extent it reflects the operations of individual Properties,
may vary from quarter to quarter based upon changes in occupancy and operating
expenses as a result of seasonal factors.

Each Local Limited Partnership has as its general partners ("Local General
Partners") one or more individuals or entities not affiliated with the Fund or
its General Partners. In accordance with the partnership agreements under which
such entities are organized ("Local Limited Partnership Agreements"), the Fund
depends on the Local General Partners for the management of each Local Limited
Partnership. As of March 31, 2004, the following Local Limited Partnerships have
a common Local General Partner or affiliated group of Local General Partners
accounting for the specified percentage of the total capital contributions to
Local Limited Partnerships: (i) Oak Ridge Apartments, A Limited Partnership,
Santa Fe Oaks Phase II, A Limited Partnership and St. Andrews Pointe Apartments,
A Limited Partnership, representing 22.37%, have Flournoy Development Company
and John Flournoy as Local General Partners; (ii) Woods Lane, A Limited
Partnership, Crafton Place, A Limited Partnership and Fountain Lakes, A Limited
Partnership, representing 16.92%, have Lindsey Management Company as Local
General Partner. The Local General Partners of the remaining Local Limited
Partnerships are identified in the Acquisition Reports reported on Forms 8-K,
which are herein incorporated by reference.

The Properties owned by Local Limited Partnerships in which the Fund has
invested are, and will continue to be, subject to competition from existing and
future apartment complexes in the same areas. The success of the Fund will
depend on many outside factors, most of which are beyond the control of the Fund
and which cannot be predicted at this time. Such factors include general
economic and real estate market conditions, both on a national basis and in
those areas where the Properties are located, the availability and cost of
borrowed funds, real estate tax rates, operating expenses, energy costs and
governmental regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Fund, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and adverse local conditions, such as competitive
over-building or a decrease in employment or adverse changes in real estate
laws, including building codes; and (iii) possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which suppress the ability of the
Local Limited Partnerships to generate operating cash flow. Since some of the
Properties benefit from some form of governmental assistance, the Fund is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, any Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that the Property or any portion
thereof ceases to qualify for the Tax Credits. Other future changes in federal
and state income tax laws affecting real estate ownership or limited
partnerships could have a material and adverse affect on the business of the
Fund.

The Fund is managed by Arch Street VIII, Inc., the Managing General Partner of
the Fund. The other General Partner of the Fund is Arch Street VII Limited
Partnership. The Fund, which does not have any employees, reimburses MMA
Financial, LLC ("MMA") an affiliate of the General Partners, for certain
expenses and overhead costs. A complete discussion of the management of the Fund
is set forth in Item 9 of this Report.

Item 2.  Properties

The Fund owns limited partnership interests in nineteen Local Limited
Partnerships which own and operate Properties, some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the Tax Credits added to the Code by the Tax Reform Act of 1986. 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 86.85%, and Twin
Oaks Meadow which is 95.89%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from the relevant state tax credit agency. In general, the Tax Credits run for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Internal
Revenue Service, in order to maintain eligibility for the Tax Credit at all
times during the Compliance Period. Once a Local Limited Partnership has become
eligible for the Tax Credits, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the
requirements. To date, none of the Local Limited Partnerships have suffered an
event of recapture of Tax Credits.

In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the Property is located at favorable terms; or iii) loans that have repayment
terms that are based on a percentage of cash flow.

The schedule on the following pages provides certain key information on the
Local Limited Partnership interests acquired by the Fund.


<PAGE>
<TABLE>
<CAPTION>



                                             Capital Contributions         Mtge. loans                    Occupancy
Local Limited Partnership   Number      Total Committed   Paid Through     payable at                          at
Property Name                of          at March 31,       March 31,      December 31,    Type of         March 31,
Property Location          Apt. Units        2004            2004            2003          Subsidy*            2004
----------------------- ------------- ------------------  ------------- ----------------   -----------    ---------------

Oak Ridge Apartments,
   A Limited Partnership
Oak Ridge
<S>                         <C>          <C>                <C>              <C>                                    <C>
Macon, GA                   152          $2,870,245         $2,870,245       $3,852,040          None               71%

Santa Fe Oaks Phase II,
   A Limited Partnership
Santa Fe Oaks II
Gainesville, FL             129           2,698,586          2,698,586        3,484,316          None               95%

Andrew's Pointe Limited
Partnership
Andrew's Pointe
Burnsville, MN               57           1,333,800          1,333,800        2,127,381          None               96%

Palo Verde II, A Nevada
Limited Partnership
Palo Verde II
Henderson, NV                60           1,324,801          1,324,801        1,017,784          None               92%

Woods Lane, A Limited
Partnership
Woods Lane
Rogers, AR                  156           2,574,180          2,574,180        3,104,405          None              100%

Crafton Place, A Limited
Partnership
Crafton Place
Fayetteville, AR             84           1,365,120          1,365,120        1,552,219          None              100%

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                             Capital Contributions         Mtge. loans                    Occupancy
Local Limited Partnership   Number      Total Committed   Paid Through     payable at                          at
Property Name                of          at March 31,       March 31,      December 31,    Type of         March 31,
Property Location          Apt. Units        2004            2004            2003          Subsidy*            2004
----------------------- ------------- ------------------  ------------- ----------------   -----------    ---------------

Guardian Place
Limited Partnership
Guardian Place
<S>                         <C>          <C>                    <C>           <C>                                   <C>
Richmond, VA                120          2,174,390              2,174,390     2,784,187          None               98%

Twin Oaks Meadows Limited
Dividend Housing Association
Limited Partnership
Twin Oaks Meadows
Lansing, MI                  63          1,436,400              1,436,400     1,821,726          None               67%

Madera Sunrise Terrace
Limited Partnership
Sunrise Terrace
Madera, CA                   52          1,523,196              1,523,196        753,015          None               92%

Eden Park Limited
Partnership
Wynmor
Brooklyn Park, MN           324          5,527,758              5,527,758     5,196,199          None               84%

Affordable Citrus Glen
Limited Partnership
Citrus Glen
Orlando, FL                 176          4,581,360              4,581,360     5,208,077          None               91%

St. Andrews Pointe Apartments
A Limited Partnership
St. Andrews Pointe
Columbia, SC                150          3,414,528              3,414,528     4,373,447          None               78%
</TABLE>


<PAGE>


<TABLE>
<CAPTION>



                                             Capital Contributions         Mtge. loans                    Occupancy
Local Limited Partnership   Number      Total Committed   Paid Through     payable at                          at
Property Name                of          at March 31,       March 31,      December 31,    Type of         March 31,
Property Location          Apt. Units        2004            2004            2003          Subsidy*            2004
----------------------- ------------- ------------------  ------------- ----------------   -----------    ---------------

Des Moines Street Associates
Limited Partnership
Des Moines St. Village
<S>                          <C>       <C>                    <C>             <C>                      <C>          <C>
Des Moines, IA               42        1,083,996              1,083,996       1,572,637        Section 8            88%

Fountain Lakes, A Limited
Partnership
Fountain Lakes
Benton, AR                  180        2,854,593              2,854,593       3,916,779          None               91%

Fairhaven Manor Limited
Partnership
Fairhaven Manor
Burlington, WA               40        1,232,020              1,232,020          879,572          None               75%

Grand Boulevard Renaissance I
Limited Partnership
Grand Boulevard Renaissance
Chicago, IL                  30        1,085,000                936,719       1,817,467        Section 8            80%

Los Claveles, S.E. Limited
Partnership
Los Claveles II
Trujilio Alto, PR           180        1,272,000              1,273,374       9,627,315        Section 8            97%

Springwood Apartments,
A Limited Partnership
Springwood
Tallahassee, FL             113          624,805                624,805       3,655,827          None               95%

</TABLE>

<page>
<TABLE>
<CAPTION>



                                             Capital Contributions         Mtge. loans                    Occupancy
Local Limited Partnership   Number      Total Committed   Paid Through     payable at                          at
Property Name                of          at March 31,       March 31,      December 31,    Type of         March 31,
Property Location          Apt. Units        2004            2004            2003          Subsidy*            2004
----------------------- ------------- ------------------  ------------- ----------------   -----------    ---------------

BHP/Harford Commons
Limited Partnership
Harford Commons
<S>                       <C>              <C>              <C>              <C>                                  <C>
Baltimore, MD             30               1,187,000        1,128,000        1,736,092         None               90%
                       -----            ------------      ------------    ------------
                       2,138             $40,163,778      $39,957,871      $58,480,485
                       =====             ===========      ===========      ============
*              Section 8 This subsidy, which is authorized under Section 8 of
               Title II of the Housing and Community Development Act of 1974,
               allows qualified low-income tenants to pay 30% of their monthly
               income as rent with the balance paid by the federal government.
</TABLE>





<PAGE>


                                      K-24
Two Local Limited Partnerships invested in by the Fund, Eden Park Limited
Partnership and Affordable Citrus Glen Limited Partnership represent more than
10% of the total capital contributions made to Local Limited Partnerships by the
Fund.

The Fund does not guarantee any of the mortgages or other debt of the Local
Limited Partnerships.

Duration of leases for occupancy in the Properties described above is generally
six to twelve months. The Managing General Partner believes the Properties
described herein are adequately covered by insurance.

Additional information required under this item, as it pertains to the Fund, is
contained in Items 1, 6 and 7 of this Report.

Item 3.  Legal Proceedings

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.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

None.
                                     PART II

Item 5.  Market for the Registrant's Units and Related Security Holder Matters

There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Fund. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Fund.

The Partnership Agreement does not impose on the Fund or its General Partners
any obligation to obtain periodic appraisals of assets or to provide Limited
Partners with any estimates of the current value of Units.

As of March 31, 2004, there were 2,406 record holders of Units of the Fund.

Cash distributions, when made, are paid annually. For the years ended March 31,
2004 and 2003, no cash distributions were made.

Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
-----------------------------------------------------------------------------

Executive Level Overview

Boston Financial Tax Credit Fund VII, A Limited Partnership is a Massachusetts
limited partnership organized to invest in other 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 objective 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. Arch Street VIII, Inc., a
Massachusetts corporation is the Managing General Partner of the Fund. Arch
Street VII Limited Partnership, a Massachusetts limited partnership, whose
general partner consists of Arch Street, Inc., is also a General Partner.

The Fund's investment portfolio consists of limited partnership interests in
nineteen Local Limited Partnerships, each of which owns and operates a
multi-family apartment complex and each of which has generated Tax Credits.
Since inception, the Fund has generated Tax Credits of approximately $1,413 per
Limited Partner Unit. The Managing General Partner estimates that the Fund will
generate Tax Credits of approximately $62 and $10 per Unit during 2004 and 2005,
respectively. In the aggregate, actual and estimated Tax Credits will enable the
Fund to meet the objective specified in the Fund's prospectus.

Properties that receive low income housing Tax Credits must remain in compliance
with rent restriction and set-aside requirements for at least 15 years from the
date the property is completed (the "Compliance Period"). Failure to do so would
result in the recapture of a portion of the property's Tax Credits. Between 2006
and continuing through 2010, the Compliance Period of the nineteen Properties in
which the Fund has an interest will expire. The Managing General Partner has
negotiated agreements that will ultimately dispose of the Fund's interest in two
Local Limited Partnerships. It is unlikely that the disposition of any of these
Local Limited Partnership interests will generate any material cash
distributions to the Fund.

The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance Period 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.

Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The Fund
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements and are 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 their 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.

Other Development

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

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 Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting because the Fund does not have control over the
major operating and financial policies of the Local Limited Partnerships in
which it invests. 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. 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 Fund investments 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 and is included in "Other Revenue" in the accompanying
financial statements.

The Fund has policies and practices for assessing potential impairment of its
investments in Local Limited Partnerships. The Fund analyzes these investments
to determine if impairment indicators exist and if an other than temporary
impairment adjustment is necessary. If impairment indicators are present, the
investment is further analyzed to consider the Fund's ability to recover the
investment's carrying value. If an other than temporary impairment in carrying
value exists, an impairment loss is recorded to write down the investment to its
fair value. Fair value is primarily established from the current market value
estimate of the remaining unused tax credits associated with the properties
owned by the Local Limited Partnerships. During the year ended March 31, 2004,
the Fund concluded six of the Local Limited Partnerships had experienced other
than temporary declines in its carrying value and impairment losses were
recorded; Palo Verde II, A Nevada Limited Partnership for $619,000, Madera
Sunrise Terrace Limited Partnership for $411,000, Eden Park Limited Partnership
for $1,180,000, St. Andrews Pointe Apartments, A Limited Partnership for
$127,000, Des Moines Street Limited Partnerships $334,000, and Fountain Lakes, A
Limited Partnership for $1,189,000. 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.

Accounting Standard Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 by FIN46R in order to
address certain technical and implementation issues, requires the Fund to
consider consolidation or provide additional disclosures of financial
information for Local Limited Partnerships meeting the definition of a Variable
Interest Entity ("VIE"). The Fund is required to apply the Interpretation to the
Local Limited Partnerships meeting the definition of a VIE on December 31, 2004.

This Interpretation would require consolidation by the Fund of certain Local
Limited Partnerships' assets and liabilities and results of operations if the
Fund determined that the Local Limited Partnership was a VIE and that the Fund
was the "Primary Beneficiary". Minority interests may be recorded for the Local
Limited Partnerships' ownership share attributable to other investors. Where
consolidation of Local Limited Partnerships is not required, additional
financial information disclosures of Local Limited Partnerships may be required.
The Fund has assessed the potential consolidation effects of the Interpretation
and preliminarily concluded that it is not the Primary Beneficiary of any of the
Local Limited Partnerships that meet the definition of a VIE. Prior to the
effective date of FIN 46, the Fund is required to disclose its maximum exposure
to economic and financial statement losses as a result of its involvement with
the VIEs. The Partnership's exposure to economic and financial statement losses
from the VIEs is limited to its investment in the VIEs ($8,529,631 at March 31,
2004).

Liquidity and capital resources

At March 31, 2004, the Fund had cash and cash equivalents of $1,304,199, as
compared with $1,535,666 at March 31, 2003. This decrease is primarily due to
cash used for operations and investments in and advances to Local Limited
Partnerships. These decreases are partially offset by proceeds from sales and
maturities of marketable securities in excess of purchases of marketable
securities and cash distributions received from Local Limited Partnerships.

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 March 31, 2004, approximately $1,359,000 of cash, cash
equivalents and marketable securities 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 March 31, 2004, the
Fund has advanced approximately $434,000 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 $627,000 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.

At March 31, 2004, the Fund has committed to make future capital contributions
and to pay future purchase price installments on its investments in Local
Limited Partnerships. These future payments are contingent upon the achievement
of certain criteria as set forth in the Local Limited Partnership Agreements and
total approximately $58,000.

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 March 31, 2004, 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 in the two years ended March
31, 2004. It is not expected that cash available for distribution, if any, will
be significant during the 2004 calendar year. Based on the results of 2003
Property operations, the Local Limited Partnerships are not expected to
distribute significant amounts of cash to the Fund because such amounts will be
needed to fund Property operating costs. In addition, some of the Properties
benefit from some type of federal or state subsidy and, as a consequence, are
subject to restrictions on cash distributions.

Results of operations

The Fund's results of operations for the year end March 31, 2004 resulted in a
net loss of $7,327,446 as compared to a net loss of $3,366,016 for the same
period in 2003. The increase in net loss is primarily attributable to the
current year provision for valuation of investments in Local Limited
Partnerships. The increase in provision for valuation of investments in Local
Limited Partneships is a result of the Partnerships recognizing non-temporary
decines in the carrying value of its investments in certain Local Limited
Partnerships.

Low-income housing tax credits

The 2003 and 2002 Tax Credits were $130.63 and $146.79 per Unit, respectively.
The Tax Credits per Limited Partner stabilized in 1996 at approximately $147 per
Unit. The Tax Credits were expected to be stable for about seven years
subsequent to 1996 and then to decrease as certain Properties reach the end of
the ten year Tax Credit period. However, because the Compliance Periods should
extend significantly beyond the Tax Credit periods, the Fund is expected to
retain most of its interests in the Local Limited Partnerships for the
foreseeable future.

Property discussions

A majority of the Properties in which the Fund has an interest have stabilized
operations and operate above break-even. A few 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, operations at Los Claveles II, located in Trujillio
Alto, Puerto Rico, have recently improved. The sister property to the Property
("Tower I"), which is not owned by the Fund, remained vacant for 18 months due
to subsidy issues, making it very difficult to repair and occupy units at the
subject. In March 2002, the subsidy issue was resolved after a long negotiating
period with the United States Department of Housing and Urban Development. Since
resolution of the subsidy issue at Tower I, occupancy at the Property improved
substantially, and stood at 95% as of December 31, 2003. Despite these
improvements, significant risks to the Fund remain. The Property continued to be
in default of its first mortgage, which was restructured as part of a workout in
1999. Debt service payments were supposed to commence in February 2000 but were
delayed until July 2003 because turnaround efforts at the Property were stalled
for almost two years due to subsidy issues at Tower I. Although the loan was
technically in default, the workout agreement contained a clause that obligated
the lender to renegotiate the terms of the workout agreement in the event that
the terms of the agreement are not met. As a result, a second workout of the
Property in January 2004 cured existing defaults under the 1999 workout
agreement. This second workout extended maturity dates on two loans by roughly
four years, and the interest rates on those two loans remained the same at 6%
and 0% respectively. Interest of $630,000, which had accrued on one of the loans
during the three years that the property did not generate sufficient income to
make required debt service payments, was rolled into the second loan. The
workout also provided for partial pay down of accrued management fees due to an
affiliate of the Local General Partner. The transaction will generate roughly
$1.1 million in cancellation of indebtedness income to the Partnership. Debt
service will be reduced by approximately $2,000 under this second workout.
Current net operating income is more than enough to pay this new debt service
and to fund required replacement reserve deposits. The Managing General Partner,
concerned about the Property's long-term viability, 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 which would allow the Fund
to put its interest to the Local General Partner at any time for $10,000. In
addition, the Local General Partner has 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 is
providing 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.

As previously reported, Grand Boulevard Renaissance, located in Chicago,
Illinois, has experienced operating difficulties for a number of years, with low
occupancy and working capital and debt service coverage ratios below appropriate
levels. In response to this situation, 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 Partnership and the
Illinois Housing Development Authority closed on a mortgage restructuring of the
second mortgage that reduced monthly debt service payments. As part of the
transaction, management agent agreed to subordinate a percentage of its
management fee to payment of the second mortgage debt service. The Property
remains current on its loan obligations.

As previously reported, operations at Oak Ridge, located in Macon, Georgia,
continue to suffer primarily due to low occupancy and rental rates. The low
occupancy is generally attributable to a lack of public transportation near the
site and a struggling economy in the Macon area. Although net operating income
increased significantly during each of the past two years, the Property's net
operating income is insufficient to meet debt service payments. The Local
General Partner has advanced the funds necessary for the Property to stay
current on its loan obligations. The Managing General Partner will continue to
work closely with the management agent and Local General Partner to monitor
Property operations as well as to explore a potential loan workout with the
lender.

As previously reported, although operations at Palo Verde II, located in
Henderson, Nevada, remain strong, the Local General Partner filed for bankruptcy
protection and refused to send the Fund its priority cash distributions,
representing a default under the terms of the Local Limited Partnership
Agreement. An affiliate of the Managing General Partner has assumed the Local
General Partner interest and is seeking an acceptable replacement Local General
Partner.

Eden Park, located in Brooklyn Park, Minnesota, has been experiencing operating
difficulties since mid-2002. While occupancy has recently increased, previously
low occupancy due mainly from a weak rental market has reduced revenues and
resulted in significant operating deficits which the Local General Partner
expects to continue for the next two or three years. In an effort to reduce the
Fund's risk, on October 1, 2003, the Managing General Partner and Local General
Partner entered an agreement to transfer a portion of the Fund's interest in
Eden Park's future Tax Credits (approximately $11 per Unit) and tax losses to
the Local General Partner in return for the Local General Partner agreeing 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. Finally, the Managing General Partner and Local General
Partner agreed that the Managing General Partner could 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 Compliance Period ends for Eden Park on December
31, 2008.

St. Andrews Pointe, located in Columbia, South Carolina, continues to suffer
primarily from its location in Columbia. The Property was built in an area of
town that was once thriving, but is now considered less desirable. Occupancy has
decreased in recent quarters, and debt service coverage is below appropriate
levels. In addition, administrative and maintenance expenses exceed budgeted
numbers. However, the management agent is strong and works diligently to
advertise and attract qualified residents to the property. Advances from the
Local General Partner have enabled the property to stay current on its loan
obligations.

Twin Oaks Meadows, located in Lansing, Michigan, has suffered with security
issues and a soft rental market for the past several quarters. As a result,
occupancy and revenues have decreased and working capital and debt service are
below appropriate levels. Due to ongoing operating deficits, the Property has
been accumulating payables. To address both of these issues, the Local General
Partner had worked to obtain a new soft loan to undertake much needed security
improvements to the Property and another soft loan to reduce payable and fund
current operations. With the consent of the Partnership, these loans closed in
early May 2004. In return for its consent, the Partnership received a put option
that allows the Partnership 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, December 31, 2009.

Inflation and other economic factors

Inflation had no material impact on the operations or financial condition of the
Fund for the years ended March 31, 2004 and 2003.

Since some Properties benefit from some form of government assistance, the Fund
is subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, the Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that a Property or any portion
thereof ceases to qualify for Tax Credits.

Certain Properties in which the Fund has invested are located in areas suffering
from poor economic conditions. Such conditions could have an adverse effect on
the rent or occupancy levels at such Properties. Nevertheless, the Managing
General Partner believes that the generally high demand for below market rate
housing will tend to negate such factors. However, no assurance can be given in
this regard.

Item 7.  Financial Statements and Supplementary Data

Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
--------------------------------------------------------------------------------

None.
                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

The Managing General Partner of the Fund is Arch Street VIII, Inc., a
Massachusetts corporation (the "Managing General Partner"), an affiliate of MMA
Financial, LLC. The Managing General Partner was incorporated in September 1992.
The Investment Committee of the Managing General Partner approved all
investments. The names and positions of the principal officers and the directors
of the Managing General Partner are set forth below.


    Name                                 Position
Jenny Netzer                Executive Vice President, Tax Credit Equity Group
Michael H. Gladstone        Principal, Member

The other General Partner of the Fund is Arch Street VII Limited Partnership,
a Massachusetts  limited partnership ("Arch  Street VII L.P.") that was
organized in September  1992.  The managing  general  partner of Arch Street VII
L.P. is Arch Street VII, Inc.

The Managing General Partner provides day-to-day management of the Fund.
Compensation is discussed in Item 10 of this report. Such day-to-day management
does not include the management of the Properties.

The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.

Jenny Netzer, age 48, Executive Vice President, Tax Credit Equity Group - Ms.
Netzer is responsible for tax credit investment programs to institutional
clients. She joined MMA Financial, LLC as a result of the Boston Financial and
subsequent Lend Lease HCI acquisitions, starting with Boston Financial in 1987
and leading Boston Financial's new business initiatives and managing the firm's
Asset Management division. Prior to joining Boston Financial, Ms. Netzer served
as Deputy Budget Director for the Commonwealth of Massachusetts where she was
responsible for the Commonwealth's health care and public pension program's
budgets. Ms. Netzer also served as Assistant Controller at Yale University, was
a former member of Watertown Zoning Board of Appeals, the Officer of Affordable
Housing Tax Credit Coalition and a frequent speaker on affordable housing and
tax credit industry issues. Ms. Netzer is a graduate of Harvard University (BA)
and Harvard's Kennedy School of Government (MPP).

Michael H. Gladstone, age 47, Principal, Member - Mr. Gladstone is responsible
for capital transactions work in the Asset Management group of MMA Financial,
LLC. He joined MMA Financial, LLC as a result of the Boston Financial and Lend
Lease HCI acquisitions, starting with Boston Financial in 1985 as the firm's
General Counsel. Prior to joining Boston Financial, Mr. Gladstone was associated
with the law firm of Herrick & Smith and served on the advisory board of the
Housing and Development Reporter. Mr. Gladstone lectured at Harvard University
on affordable housing matters and is a member of the National Realty Committee,
Cornell Real Estate Council, National Association of Real Estate Investment
Managers and Massachusetts Bar. Mr. Gladstone is a graduate of Emory University
(BA) and Cornell University (J.D. & MBA).

Item 10.  Management Remuneration

Neither the directors nor officers of Arch Street VIII, Inc., nor the partners
of Arch Street VII L.P., nor any other individual with significant involvement
in the business of the Fund receives any current or proposed remuneration from
the Fund.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2004, the following is the only entity known to the Fund to be
the beneficial owner of more than 5% of the Units outstanding:
<TABLE>
<CAPTION>

                                                                                                 Amount
     Title of                     Name and Address of                 Beneficially               Percent
     Class                         Beneficial Owner                       Owned                 of Class
------------------       -------------------------------------       ----------------        ---------------

<S>                                                                    <C>                       <C>
Limited Partner          Oldham Institutional Tax Credits LLC          5,349 units               10.5%
                         101 Arch Street
                         Boston, MA
</TABLE>

Oldham Institutional Tax Credits LLC is an affiliate of Arch Street VIII,
Inc., the Managing General Partner.

The equity securities registered by the Fund under Section 12(g) of the Act of
1934 consist of 100,000 Units, 50,930 of which were sold to the public. The
remaining Units were deregistered in Post-Effective Amendment No. 4 dated
January 20, 1995, which is herein incorporated by reference. Holders of Units
are permitted to vote on matters affecting the Fund only in certain unusual
circumstances and do not generally have the right to vote on the operation or
management of the Fund.

Arch Street VII L.P. owns five (unregistered) Units not included in the Units
sold to the public.

Except as described in the preceding paragraphs, neither Arch Street VIII, Inc.,
Arch Street VII L.P., MMA Financial, LLC nor any of their executive officers,
directors, partners or affiliates is the beneficial owner of any Units. None of
the foregoing persons possesses a right to acquire beneficial ownership of
Units.

The Fund does not know of any existing arrangement that might at a later date
result in a change in control of the Fund.

Item 12.  Certain Relationships and Related Transactions

The Fund was required to pay certain fees to and reimburse certain expenses of
the Managing General Partner or its affiliates in connection with the
organization of the Fund and the offering of Units. The Fund is also required to
pay certain fees to and reimburse certain expenses of the Managing General
Partner or its affiliates in connection with the administration of the Fund and
its acquisition and disposition of investments in Local Limited Partnerships. In
addition, the General Partners are entitled to certain Fund distributions under
the terms of the Partnership Agreement. Also, an affiliate of the General
Partners will receive up to $10,000 from the sale or refinancing proceeds of
each Local Limited Partnership, if it is still a limited partner at the time of
such transaction. All such fees, expenses and distributions paid during the
years ended March 31, 2004 and 2003 are described below and in the sections of
the Prospectus entitled "Estimated Use of Proceeds", "Management Compensation
and Fees" and "Profits and Losses for Tax Purposes, Tax Credits and Cash
Distributions." Such sections are incorporated herein by reference.

The Fund is permitted to enter into transactions involving affiliates of the
Managing General Partner, subject to certain limitations established in the
Partnership Agreement.

Information regarding the Fees paid and expense reimbursements made in the two
years ended March 31, 2004 is presented as follows:

Organizational fees and expenses and selling expenses

In accordance with the Partnership Agreement, the Fund is required to pay
certain fees to and reimburse expenses of the Managing General Partner and
others in connection with the organization of the Fund and the offering of its
Limited Partnership Units. Commissions, fees and accountable expenses related to
the sale of the Units totaling $6,304,898 were charged directly to Limited
Partners' equity. In connection therewith, $4,329,050 of selling expenses and
$1,975,848 of offering expenses incurred on behalf of the Fund have been paid to
an affiliate of the Managing General Partner. In addition, the Fund has paid
$50,000 in organization costs to an affiliate of the Managing General Partner.
This cost has been included in the balance sheet. Total organization and
offering expenses, exclusive of selling commissions and underwriting advisory
fees, did not exceed 5.5% of the Gross Proceeds, and organizational and offering
expenses, inclusive of selling commissions and underwriting advisory fees, did
not exceed 15.0% of the Gross Proceeds. No organizational fees and expenses were
paid during the two years ended March 31, 2004.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Fund was required to pay
acquisition fees to and reimburse acquisition expenses of the Managing General
Partner or its affiliates for selecting, evaluating, structuring, negotiating
and closing the Fund's investments in Local Limited Partnerships. Acquisition
fees totaled 6% of the Gross Proceeds. Acquisition expenses, which include legal
fees and expenses, travel and communications expenses, costs of appraisals and
accounting fees and expenses, totaled 1.5% of the Gross Proceeds. Acquisition
fees totaling $3,055,800 for the closing of the Fund's Local Limited Partnership
investments were paid to an affiliate of the Managing General Partner. Of this
amount, approximately $2,567,000 is included as capital contributions to Local
Limited Partnerships. Acquisition expenses totaling $763,950 were incurred and
have been reimbursed to an affiliate of the Managing General Partner. No
acquisition fees or expenses were paid during the two years ended March 31,
2004.

Asset management fees

In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an annual fee for services in connection with the
administration of the affairs of the Fund. The affiliate currently receives 0.5%
(annually adjusted by the CPI factor) of Gross Proceeds as the annual Asset
Management Fee. Fees earned during the years ended March 31, 2004 and 2003 are
as follows:
<TABLE>
<CAPTION>

                                                                      2004             2003
                                                                --------------    -------------

<S>                                                             <C>               <C>
   Asset management fees                                        $      326,275    $     319,023

</TABLE>
Salaries and benefits expense reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Fund's salaries and benefits expenses. The reimbursements are based upon the
size and complexity of the Fund's operations. Reimbursements paid or payable
during the years ended March 31, 2004 and 2003 are as follows:
<TABLE>
<CAPTION>

                                                                      2004             2003
                                                                --------------    -------------

<S>                                                             <C>               <C>
   Salaries and benefits expense reimbursements                 $      142,130    $     132,534
</TABLE>

Cash distributions paid to the General Partners

In accordance with the  Partnership  Agreement,  the General  Partners of the
Fund, Arch Street VIII, Inc. and Arch Street  VII L.P.,  receive  1% of cash
distributions  paid to  partners.  To date,  the Fund has not paid any cash
distributions to partners.

Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to MMA Financial, LLC and its affiliates during the
years ended March 31, 2004 and 2003 is presented in Note 5 to the Financial
Statements.

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents filed as a part of this Report

In response to this portion of Item 13, the financial statements and the
auditors' report relating thereto are submitted as a separate section of this
Report. See Index to the Financial Statements on page F-1 hereof.

All other financial statement schedules and exhibits for which provision is made
in the applicable accounting regulations of the Securities and Exchange
Commission are not required under related instructions or are inapplicable and
therefore have been omitted.

(b)    Exhibits

       31.1   Certification of Principal Executive Officer pursuant to section
              302 of the Sarbanes-Oxley Act of 2002
       31.2   Certification of 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

(c) Reports on Form 8-K

     No Reports on Form 8-K were filed during the year ended March 31, 2004.



<PAGE>



Item 14.   Principal Accountant Fees and Services

The Fund paid fees for services rendered by the principal accountant for the two
years end March 31, 2004 as follows:
<TABLE>
<CAPTION>
                                                                2004              2003
                                                              ---------         --------

<S>                                                           <C>               <C>
     Audit fees                                               $  22,540         $ 18,648
     Tax fees                                                 $   1,850         $  2,111
</TABLE>

No other fees were paid to the principal accountants during the two years ended
March 31, 2004.


<PAGE>



                             CONTROLS AND PROCEDURES



Controls and Procedures

Based on the Fund's evaluation within 120 days prior to filing this Form
10-KSB/A, the Fund's director has concluded that the Fund's disclosure controls
and procedures are effective to ensure that information required to be disclosed
in the reports that the Fund files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.

There have been no significant changes in the Fund's internal controls or in
other factors that could significantly affect those controls subsequent to the
date of their evaluation.


<PAGE>


                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.

      BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

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


     By:   /s/Jenny Netzer                         Date:    September 5, 2006
           ---------------------------------------           -----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Managing General
Partner of the Fund and in the capacities and on the dates indicated:

     By:   /s/Jenny Netzer                       Date:    September 5, 2006
           --------------------------------------         -----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC



     By:   /s/Michael H. Gladstone               Date:   September 5, 2006
           -----------------------------                   -----------------
           Michael H. Gladstone
           Principal
           MMA Financial, LLC







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

                         ANNUAL REPORT ON FORM 10-KSB/A
                        FOR THE YEAR ENDED MARCH 31, 2004
                                      INDEX
<TABLE>
<CAPTION>


                                                                               Page No.


Report of Independent Registered Public Accounting Firm
<S>                                                                              <C>
   For the years ended March 31, 2004 and 2003                                   F-2

Financial Statements

   Balance Sheet - March 31, 2004                                                F-3

   Statements of Operations - For the years ended
     March 31, 2004 and 2003                                                     F-4

   Statements of Changes in Partners' Equity (Deficiency) -
     For the years ended March 31, 2004 and 2003                                 F-5

   Statements of Cash Flows - For the years ended
     March 31, 2004 and 2003                                                     F-6

   Notes to the Financial Statements                                             F-7

</TABLE>



<PAGE>


             Report of Independent Registered Public Accounting Firm



To the Partners of
Boston Financial Tax Credit Fund VII, A Limited Partnership:

In our opinion, the accompanying balance sheet and the related statements of
operations, changes in partners' equity (deficiency) and cash flows present
fairly, in all material respects, the financial position of Boston Financial Tax
Credit Fund VII, A Limited Partnership (the "Fund") at March 31, 2004, and the
results of its operations and its cash flows for each of the two years in the
period ended March 31, 2004 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our previously issued report on the Fund's balance sheet and the related
statements of operations, changes in partners' equity (deficiency) and cash
flows at March 31, 2004 and the results of its operations and its cash flows for
each of the two years in the period ended March 31, 2004, we made reference to
the reports of other auditors with respect to the financial statements of Santa
Fe Oaks Phase II, A Limited Partnership, Andrew's Pointe Limited Partnership,
Palo Verde II, A Nevada Limited Partnership, Crafton Place, A Limited
Partnership, Woods Lane, A Limited Partnership, Guardian Place Limited
Partnership, Twin Oaks Meadows Limited Dividend Housing Association Limited
Partnership, Madera Sunrise Terrace Limited, Affordable Citrus Glen Limited
Partnership, Eden Park Limited Partnership, St. Andrews Pointe Apartments, A
Limited Partnership, Des Moines Street Associates Limited Partnership, Fountain
Lakes, A Limited Partnership, Fairhaven Manor Limited Partnership, Grand
Boulevard Renaissance I Limited Partnership, Los Claveles, S.E. Limited
Partnership, BHP/Harford Commons Limited Partnership and Springwood Apartments,
A Limited Partnership as of and for the year ended March 31, 2004 and Santa Fe
Oaks Phase II, A Limited Partnership, Andrew's Pointe Limited Partnership, Palo
Verde II, A Nevada Limited Partnership, Crafton Place, A Limited Partnership,
Woods Lane, A Limited Partnership, Guardian Place Limited Partnership, Twin Oaks
Meadows Limited Dividend Housing Association Limited Partnership, Madera Sunrise
Terrace Limited, Affordable Citrus Glen Limited Partnership, Eden Park Limited
Partnership, St. Andrews Pointe Apartments, A Limited Partnership, Des Moines
Street Associates Limited Partnership, Fountain Lakes, A Limited Partnership,
Fairhaven Manor Limited Partnership, Grand Boulevard Renaissance I Limited
Partnership, Los Claveles, S.E. Limited Partnership, BHP/Harford Commons Limited
Partnership and Springwood Apartments, A Limited Partnership as of and for the
year ended March 31, 2003. Those statements were audited by other auditors,
whose reports thereon had been furnished to us, and our previous opinion
expressed, insofar as it related to the Fund's financial statement amounts for
these entities, was based solely on the reports of the other auditors. Our
current report no longer includes a reference to other auditors.



/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
June 24, 2004, except for the reference to other auditors described in the
second paragraph above, as to which the date is May 18, 2006


<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                                  BALANCE SHEET
                                 MARCH 31, 2004


<TABLE>
<CAPTION>


Assets

<S>                                                                                       <C>
Cash and cash equivalents                                                                 $    1,304,199
Restricted cash (Notes 4 and 6)                                                                  245,609
Marketable securities, at fair value (Note 3)                                                    112,000
Investments in Local Limited Partnerships (Note 4)                                             8,529,631
Other assets                                                                                       1,512
                                                                                          --------------
     Total Assets                                                                         $   10,192,951
                                                                                          ==============


Liabilities and Partners' Equity

Due to affiliates (Notes 4 and 5)                                                         $      180,054
Accrued expenses                                                                                  25,522
                                                                                          --------------
     Total Liabilities                                                                           205,576
                                                                                          --------------

Commitments (Note 6)

General, Initial and Investor Limited Partners' Equity                                         9,984,768
Net unrealized gains on marketable securities                                                      2,607
                                                                                          --------------
     Total Partners' Equity                                                                    9,987,375
                                                                                          --------------
     Total Liabilities and Partners' Equity                                               $   10,192,951
                                                                                          ==============
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 Years Ended March 31, 2004 and 2003


<TABLE>
<CAPTION>

                                                                                    2004                2003
                                                                                -------------      -------------
Revenue:
<S>                                                                             <C>                <C>
   Investment                                                                   $      36,551      $      66,812
   Other                                                                               30,000             32,670
                                                                               --------------       ------------
Total Revenue                                                                          66,551             99,482
                                                                                -------------      -------------

Expenses:
   Asset management fees, affiliate (Note 5)                                          326,275            319,023
   Provision for valuation of advances to
     Local Limited Partnerships (Note 4)                                              139,494            123,142
   Provision for valuation of investments in Local Limited
     Partnerships (Note 4)                                                          3,860,000                  -
   General and administrative expenses (includes
     reimbursements to an affiliate in the amounts of
     $142,130 and $132,534 in 2004 and 2003, respectively)
      (Note 5)                                                                        234,103            270,161
   Amortization                                                                        30,623             30,622
                                                                                -------------      -------------
       Total Expenses                                                               4,590,495            742,948
                                                                                -------------      -------------

Loss before equity in losses of
   Local Limited Partnerships                                                      (4,523,944)          (643,466)

Equity in losses of
   Local Limited Partnerships (Note 4)                                             (2,803,502)        (2,722,550)
                                                                                -------------      -------------

Net Loss                                                                        $  (7,327,446)     $  (3,366,016)
                                                                                =============      =============

Net Loss allocated:
   General Partners                                                             $     (73,274)     $     (33,660)
   Limited Partners                                                                (7,254,172)        (3,332,356)
                                                                                -------------      -------------
                                                                                $  (7,327,446)     $  (3,366,016)
                                                                                =============      =============
Net Loss per Limited Partner Unit
   (50,930 Units)                                                               $     (142.43)     $       (65.43)
                                                                                =============      ==============

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

</TABLE>

<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                   For the Years Ended March 31, 2004 and 2003

<TABLE>
<CAPTION>


                                                       Initial       Investor           Net
                                       General         Limited        Limited       Unrealized
                                       Partners        Partner        Partners         Gains            Total
                                      -----------    -------------   -----------     ----------       ---------

<S>                                   <C>            <C>          <C>               <C>            <C>
Balance at March 31, 2002             $  (237,539)   $   5,000    $   20,910,769    $    20,452    $  20,698,682
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Income (Loss):
   Change in net unrealized gains
     on marketable securities
     available for sale                         -            -                 -            163              163
     Net Loss                             (33,660)           -        (3,332,356)             -       (3,366,016)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Income (Loss)               (33,660)           -        (3,332,356)           163       (3,365,853)
                                      -----------    ---------    --------------    -----------    -------------

Balance at March 31, 2003                (271,199)       5,000        17,578,413         20,615       17,332,829
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Loss:
   Change in net unrealized gains
     on marketable securities
     available for sale                         -            -                 -        (18,008)         (18,008)
     Net Loss                             (73,274)           -        (7,254,172)             -       (7,327,446)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Loss                        (73,274)           -        (7,254,172)       (18,008)      (7,345,454)
                                      -----------    ---------    --------------    -----------    -------------

Balance at March 31, 2004             $  (344,473)   $   5,000    $   10,324,241    $     2,607    $   9,987,375
                                      ===========    =========    ==============    ===========    =============


</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 Years Ended March 31, 2004 and 2003
<TABLE>
<CAPTION>



                                                                                    2004              2003
                                                                                -------------    -------------
Cash flows from operating activities:
<S>                                                                             <C>              <C>
   Net Loss                                                                     $  (7,327,446)   $  (3,366,016)
   Adjustments to reconcile net loss
     to net cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                 2,803,502        2,722,550
     Provision for valuation of advances to
       Local Limited Partnerships                                                     139,494          123,142
     Provision for valuation of investments in Local
       Limited Partnerships                                                         3,860,000                -
     Amortization                                                                      30,623           30,622
     Net gain on sales of marketable securities                                          (734)            (918)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
       Restricted cash                                                                 (2,305)          10,664
       Other assets                                                                     6,447            8,017
       Due to affiliates                                                              (52,206)          28,864
       Accrued expenses                                                                (8,658)          (1,320)
                                                                                -------------    -------------
Net cash used for operating activities                                               (551,283)        (444,395)
                                                                                -------------    -------------

Cash flows from investing activities:
   Proceeds from sales and maturities
     of marketable securities                                                         515,451        1,700,897
   Investments in Local Limited Partnerships                                         (200,000)        (165,000)
   Advances to Local Limited Partnerships                                            (139,494)        (123,142)
   Purchases of marketable securities                                                       -         (900,193)
   Cash distributions received from Local
     Limited Partnerships                                                             143,859          274,196
                                                                                -------------    -------------
Net cash provided by investing activities                                             319,816          786,758
                                                                                -------------    -------------

Net increase (decrease) in cash and cash equivalents                                 (231,467)         342,363

Cash and cash equivalents, beginning                                                1,535,666        1,193,303
                                                                                -------------    -------------

Cash and cash equivalents, ending                                               $   1,304,199    $   1,535,666
                                                                                =============    =============

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


1.   Organization

Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership organized to invest in other limited
partnerships ("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
objective 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. Arch Street VIII, Inc., a Massachusetts corporation
is the Managing General Partner of the Fund. Arch Street VII Limited
Partnership, a Massachusetts limited partnership, whose general partner consists
of Arch Street, Inc., is also a General Partner. Both the Managing General
Partner and Arch Street VII, L.P. are affiliates of MMA Financial, LLC ("MMA").
The fiscal year of the Fund ends on March 31.

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

The Partnership Agreement authorizes the sale of up to 100,000 Units of limited
partnership interest ("Units") at $1,000 per Unit. In total, the Fund received
$50,930,000 of capital contributions from investors admitted as Limited Partners
for 50,930 Units. On November 30, 1993, the Fund held its final investor
closing.

Under the terms of the Partnership Agreement, the Fund originally designated 5%
of the Gross Proceeds from the sale of Units as a reserve for working capital of
the Fund and contingencies related to ownership of Local Limited Partnership
interests. The Managing General Partner may increase or decrease such amounts
from time to time as it deems appropriate. At March 31, 2004, the Managing
General Partner has designated approximately $1,359,000 of cash, cash
equivalents and marketable securities as such Reserve.

Generally, profits, losses, tax credits and cash flow from operations are
allocated 99% to the Limited Partners and 1% to the General Partner. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partner after certain priority payments. The
General Partner has an obligation to fund deficits in its capital account,
subject to limits set forth in the Partnership Agreement.

2.   Significant Accounting Policies

Cash Equivalents

Cash equivalents represent short-term, highly liquid instruments with original
maturities of 90 days or less. At times, cash and cash equivalents exceed
federally insurable limits. The Fund mitigates this risk by investing in major
financial institutions.

Marketable Securities

The Fund's investments in securities are classified as "Available for Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held. All marketable securities have fixed maturities.
Realized gains or losses from sales of securities are based on the specific
identification method. Unrealized gains and losses are excluded from earnings
and reported as a separate component of partners' equity.


<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

v                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.       Significant Accounting Policies (continued)

Investments in Local Limited Partnerships

The Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting because the Fund does not have control over the
major operating and financial policies of the Local Limited Partnerships in
which it invests. 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. Under the
equity method, a Local Limited Partnership 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 and is included in "Other Revenue" in the accompanying
financial statements.

The Tax Credits generated by Local Limited Partnerships are not reflected on the
books of the Fund as such credits are allocated to partners for use in
offsetting their Federal income tax liability.

Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the Fund. These
fees and expenses are included in the Fund's investments in Local Limited
Partnerships and are being amortized on a straight-line basis over 35 years
until a Local Limited Partnership's respective investment balance has been
reduced to zero.

The Fund may provide advances to the Local Limited Partnerships to finance
operations or to make debt service payments. The Fund assesses the
collectibility of any advances at the time the advance is made and records a
reserve if collectibility is not reasonably assured.

The Fund does not guarantee any of the mortgages or other debt of the Local
Limited Partnerships.

The Fund, as a limited partner in the Local Limited Partnerships, is subject to
risks inherent in the ownership of property which are beyond its control, such
as fluctuations in occupancy rates and operating expenses, variations in rental
schedules, proper maintenance and continued eligibility of tax credits. If the
cost of operating a Property exceeds the rental income earned thereon, the Fund
may deem it in its best interest to voluntarily provide funds in order to
protect its investment.

The General Partners have decided to report results of the Local Limited
Partnerships 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 December 31, 2003 and 2002.

The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
investment will be analyzed to consider the Fund's ability to recover its
carrying value. If an other than temporary impairment in carrying value exists,
a provision to write down the asset to fair value will be recorded in the Fund's
financial statements.

Use of Estimates

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


<page>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                 NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.       Significant Accounting Policies (continued)

Fair Value of Financial Instruments

Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivables and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. Unless
otherwise described, the fair values of the Fund's assets and liabilities which
qualify as financial instruments under SFAS No. 107 approximate their carrying
amounts in the accompanying balance sheets.

Income Taxes

No provision for income taxes has been made, as the liability for such taxes is
an obligation of the partners of the Fund.
<TABLE>
<CAPTION>

3.   Marketable Securities

A summary of marketable securities is as follows:
                                                                 Gross           Gross
                                                              Unrealized     Unrealized        Fair
                            Cost Gains Losses Value
Debt securities issued by
   the US Treasury and other
   US government corporations
<S>                                          <C>              <C>            <C>            <C>
   and agencies                              $      99,687    $     2,219    $        -     $    101,906

Mortgage backed securities                           9,706            388              -          10,094
                                             -------------    -----------    -----------    ------------

Marketable securities at
   March 31, 2004                            $     109,393    $     2,607    $        -     $    112,000
                                             =============    ===========    ==========     ============

The contractual maturities at March 31, 2004 are as follows:
                                                                                                Fair
                                                                            Cost                Value

Due in less than one year                                               $     99,687        $    101,906
Mortgage backed securities                                                     9,706              10,094
                                                                        ------------         -----------
                                                                        $    109,393        $    112,000
                                                                        ============        ============
</TABLE>

Actual maturities for asset backed securities may differ from contractual
maturities because some borrowers have the right to call or prepay obligations.
Proceeds from the maturities of marketable securities were approximately
$500,000 and $1,600,000 during the years ended March 31, 2004 and 2003,
respectively. Proceeds from the sales of marketable securities were
approximately $16,000 and $101,000 during the years ended March 31, 2004 and
2003, respectively. Included in investment income are gross gains of $1,105 and
$3,482 and gross losses of $371 and $2,564 that were realized on the sales
during the years ended March 31, 2004 and 2003, respectively.




<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4.   Investments in Local Limited Partnerships

The Fund has limited partnership interests in nineteen 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 86.85%, 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 Properties at the end of the tax credit compliance period at nominal
prices. In the event that Properties are sold to third parties, proceeds will be
distributed according to the terms of each Local Limited Partnership agreement.

The following is a summary of investments in Local Limited Partnerships at March
31, 2004:
<TABLE>
<CAPTION>

Capital contributions and advances paid to Local Limited
   Partnerships and purchase price paid to withdrawing
<S>                                                                                            <C>
   partners of Local Limited Partnerships                                                      $    40,391,419

Cumulative equity in losses of Local Limited Partnerships
   (excluding cumulative unrecognized losses of $7,116,213)                                        (26,708,355)

Cumulative cash distributions received from Local Limited Partnerships                              (1,802,084)
                                                                                               ---------------

Investments in Local Limited Partnerships before adjustments                                        11,880,980

Excess investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                                     1,252,338

   Cumulative amortization of acquisition fees and expenses                                           (310,138)
                                                                                               ---------------

Investments in Local Limited Partnerships before impairment allowance                               12,823,180

Impairment allowance on investments in Local Limited Partnerships                                   (4,293,549)
                                                                                               ---------------

Investments in Local Limited Partnerships                                                      $     8,529,631
                                                                                               ===============
</TABLE>

For the year ended March 31, 2004, the Fund advanced $139,494 to two of the
Local Limited Partnerships, all of which was impaired. The Fund has 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.


<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4. Investments in Local Limited Partnerships (continued)

Summarized combined financial information of the Local Limited Partnerships in
which the Fund has invested as of December 31, 2003 and 2002 (due to the Fund's
policy of reporting the financial information of its Local Limited Partnership
interests on a 90 day lag basis) is as follows:
<TABLE>
<CAPTION>

Summarized Balance Sheets - as of December 31,
                                                                                 2003                  2002
                                                                           ---------------       ---------------
Assets:
<S>                                                                        <C>                   <C>
   Investment property, net                                                $    71,524,853       $    74,921,494
   Other assets                                                                  5,438,801             5,764,046
                                                                           ---------------       ---------------
Total Assets                                                               $    76,963,654       $    80,685,540
                                                                           ===============       ===============
Liabilities and Partners' Equity:
   Mortgage notes payable                                                  $    58,480,485       $    59,222,350
   Other liabilities                                                             8,263,140             7,389,209
                                                                           ---------------       ---------------
     Total Liabilities                                                          66,743,625            66,611,559
                                                                           ---------------       ---------------

Fund's equity                                                                    3,542,156             7,362,019
Other partners' equity                                                           6,677,873             6,711,962
                                                                           ---------------       ---------------
     Total Partners' Equity                                                     10,220,029            14,073,981
                                                                           ---------------       ---------------
     Total Liabilities and Partners' Equity                                $    76,963,654       $    80,685,540
                                                                           ===============       ===============

Summarized Income Statements  -
for the years ended December 31,
                                                                                 2003                  2002
                                                                           ---------------       ---------------

Rental and other revenue                                                   $    13,484,132       $    13,383,988
                                                                           ---------------       ---------------

Expenses:
   Operating                                                                     8,796,105             8,746,838
   Interest                                                                      4,317,667             4,388,366
   Depreciation and amortization                                                 3,929,015             3,940,804
                                                                           ---------------       ---------------
       Total Expenses                                                           17,042,787            17,076,008
                                                                           ---------------       ---------------

Net Loss                                                                   $    (3,558,655)      $    (3,692,020)
                                                                           ===============       ===============

Fund's share of Net Loss (includes adjustment from prior year)             $    (3,321,783)      $    (3,477,694)
                                                                           ===============       ===============
Other partners' share of Net Loss                                          $      (237,278)      $      (214,326)
                                                                           ===============       ===============
</TABLE>

For the years ended March 31, 2004 and 2003, the Fund has not recognized
$518,281 and $755,144, respectively, of equity in losses relating to certain
Local Limited Partnerships in which cumulative equity in losses and
distributions exceeded its total investment in these Local Limited Partnerships.



<PAGE>

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4. Investments in Local Limited Partnerships (continued)

The Fund's equity as reflected by the Local Limited Partnerships of $3,542,156
differs from the Fund's investments in Local Limited Partnerships before
adjustments of $11,880,980 primarily because of cumulative unrecognized losses
as described above and advances to Local Limited Partnerships which the Fund
included in investments in Local Limited Partnerships.

The Fund has set aside in an escrow account future capital contributions related
to its investment in one Local Limited Partnership. Interest earned on this
deposit is payable to the Local General Partner. As of March 31, 2004, $97,328
of interest due to the Local General Partner is included in due to affiliates.

5.   Transactions with Affiliates

An affiliate of the Managing General Partner receives the base amount of 0.50%
(annually adjusted by the CPI factor) of Gross Proceeds as the annual Asset
Management Fee for administering the affairs of the Fund. Asset Management Fees
of $326,275 and $319,023 have been expensed in the years ended March 31, 2004
and 2003, respectively. Included in due to affiliates at March 31, 2004 is
$82,726 of Asset Management Fees. During the years ended March 31, 2004 and
2003, $324,733 and $317,120, respectively, were paid out of available cash flow
for Asset Management Fees.

An affiliate of the Managing General Partner is reimbursed for the cost of the
Fund's salaries and benefits expenses. Included in general and administrative
expenses for the years ended March 31, 2004 and 2003 is $142,130 and $132,534,
respectively, that the Fund has incurred for these expenses.

6.   Commitments

At March 31, 2004, the Fund has committed to make future capital contributions
and pay future purchase price installments on its investments in Local Limited
Partnerships. These future payments are contingent upon the achievement of
certain criteria as set forth in the Local Limited Partnership agreements and
total approximately $206,000. Of this amount, the Fund has set aside $148,281 in
escrow for future capital contributions to one Local Limited Partnership.



<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2004 and 2003 to the net loss reported on the
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2003 and 2002:
<TABLE>
<CAPTION>
                                                                                  2004             2003
                                                                             -------------     -------------

<S>                                                                          <C>               <C>
Net Loss per financial statements                                            $  (7,327,446)    $  (3,366,016)

Equity in losses of Local Limited Partnerships for tax purposes
   in excess of equity in losses for financial reporting purposes                 (421,926)       (1,202,283)

Equity in losses of Local Limited Partnerships not
   recognized for financial reporting purposes                                    (518,281)         (755,144)

Adjustment to reflect March 31 fiscal year end
   to December 31 taxable year end                                                  (1,560)           63,553

Amortization for tax purposes in excess of
   amortization for financial reporting purposes                                   (14,917)          (14,918)

Provision for valuation of advances to Local Limited
   Partnerships not deductible for tax purposes                                    139,494           123,142

Provision for valuation of investments in Local Limited
   Partnerships not deductible for tax purposes                                  3,860,000                 -

Loss on disposal of investment in Local Limited Partnership
   for tax purposes                                                               (694,957)                -
                                                                             -------------     -------------

Net Loss per tax return                                                      $  (4,979,593)    $  (5,151,666)
                                                                             =============     =============
</TABLE>

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2004 and December 31, 2003,
respectively are as follows:
<TABLE>
<CAPTION>

                                                     Financial
                                                    Reporting                   Tax
                                                      Purposes                Purposes          Differences
<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $   8,529,631           $   7,675,057       $     854,574
                                                   =============           =============       ==============
Other assets                                       $   1,663,320           $   8,056,629       $   6,393,309
                                                   =============           =============       =============
Liabilities                                        $     205,576           $     150,237       $      55,339
                                                   =============           =============       =============
</TABLE>

The differences in assets and liabilities of the Fund for financial reporting
and tax purposes are primarily attributable to: (i) the cumulative equity in
losses from Local Limited Partnerships for tax purposes is approximately
$3,713,000 more than for financial reporting purposes, including approximately
$7,116,000 of losses the Fund has not recognized relating to Local Limited
Partnerships whose cumulative equity in losses exceeded its total investment;
(ii) approximately $4,294,000 has been recorded as an impairment allowance for
its investments in Local Limited Partnerships for financial reporting purposes;
(iii) the cumulative amortization of acquisition fees for tax purposes exceeds
financial reporting purposes by approximately $110,000; (iv) approximately
$66,000 of cash distributions received from Local Limited Partnerships were
received during the three months ended March 31, 2004; (v) approximately
$1,390,000 has been recorded as a partial disposition of a property for tax
purposes; and (vi) organizational and offering costs of approximately $6,305,000
that have been capitalized for tax purposes are charged to Limited Partners'
equity for financial reporting purposes.


<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


8.   Accounting Standard Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 by FIN46R in order to
address certain technical and implementation issues, requires the Fund to
consider consolidation or provide additional disclosures of financial
information for Local Limited Partnerships meeting the definition of a Variable
Interest Entity ("VIE"). The Fund is required to apply the Interpretation to the
Local Limited Partnerships meeting the definition of a VIE on December 31, 2004.

This Interpretation would require consolidation by the Fund of certain Local
Limited Partnerships' assets and liabilities and results of operations if the
Fund determined that the Local Limited Partnership was a VIE and that the Fund
was the "Primary Beneficiary". Minority interests may be recorded for the Local
Limited Partnerships' ownership share attributable to other investors. Where
consolidation of Local Limited Partnerships is not required, additional
financial information disclosures of Local Limited Partnerships may be required.
The Fund has assessed the potential consolidation effects of the Interpretation
and preliminarily concluded that it is not the Primary Beneficiary of any of the
Local Limited Partnerships that meet the definition of a VIE. Prior to the
effective date of FIN 46, the Fund is required to disclose its maximum exposure
to economic and financial statement losses as a result of its involvement with
the VIEs. The Partnership's exposure to economic and financial statement losses
from the VIEs is limited to its investment in the VIEs ($8,529,631 at March 31,
2004).