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

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended                    March 31, 2009
                         -----------------------------------

                                          OR

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

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

                         Commission file number 0-24584

   Boston Financial Tax Credit Fund VII, A Limited Partnership
__________________________________________________________________
         (Exact name of registrant as specified in its charter)

         Massachusetts                                      04-3166203
-----------------------------------------------------    --------------
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

   101 Arch Street, Boston, Massachusetts              02110-1106
---------------------------------------------      --------------------
  (Address of principal executive offices)             (Zip Code)

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

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

Securities registered pursuant to Section 12(g) of the Act:
              UNITS OF LIMITED PARTNERSHIP INTEREST
                    (Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_| Yes |X| No





<PAGE>



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.
                      |X| Yes   |_|  No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 229.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).|_| Yes |_| 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-K or any amendment to this Form 10-K. |X|

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

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

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








State the aggregate sales price of Fund units held by nonaffiliates of the
registrant:  $45,581,000 as of March 31, 2009.

<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                           ANNUAL REPORT ON FORM 10-K
                        FOR THE YEAR ENDED MARCH 31, 2009

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

                                TABLE OF CONTENTS


                                                                           Page No.

PART I

     Item 1       Business                                                   K-4
     Item 2       Properties                                                 K-6
     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 7       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              K-10
     Item 8       Financial Statements and Supplementary Data                K-17
     Item 9       Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                     K-17
     Item 9A      Controls and Procedures                                    K-17
     Item 9B      Other Information                                          K-17

PART III

     Item 10      Directors and Executive Officers
                  of the Registrant                                          K-18
     Item 11      Management Remuneration                                    K-18
     Item 12      Security Ownership of Certain Beneficial
                  Owners and Management                                      K-19
     Item 13      Certain Relationships and Related Transactions
                  and Director Independence                                  K-19
     Item 14      Principal Accountant Fees and Services                     K-21
     Item 15      Exhibits, Financial Statement Schedules                    K-21

SIGNATURES                                                                   K-22
----------

CERTIFICATIONS                                                               K-23
--------------
</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 originally invested as a limited partner in nineteen 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 7 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 A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA

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

                                                                                                      Date
                              Properties owned by                                                   Interest
                         Local Limited Partnerships                Location                         Acquired

Oak Ridge (1)                                            Macon, GA                                  12/31/92
Santa Fe Oaks II (1)                                     Gainesville, FL                            12/31/92
Andrew's Pointe                                          Burnsville, MN                             04/13/92
Palo Verde II (1)                                        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 (1)                                   Columbia, SC                               01/05/94
Des Moines St. Village (1)                               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 (1)                                      Trujillio Alto, PR                         08/31/94
Springwood                                               Tallahassee, FL                            12/15/94
Harford Commons                                          Baltimore, MD                              02/28/95
</TABLE>

(1) The Fund no longer has interests in the Local Limited Partnerships which own
these Properties.

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, 2009, 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: 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 effect on the business of the
Fund.
<PAGE>
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, Inc. ("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 10 of this Report.

On June 26, 2009, Municipal Mortgage & Equity, LLC (the parent company of MMA
Financial, Inc.) entered into a purchase and sale agreement with JEN I, L.P. for
the sale of substantially all of its low-income housing tax credit business,
including the Fund and its General Partners. Upon the consummation of the sale
transaction (expected to occur on or before August 31, 2009), the General
Partners will be owned or controlled by JEN I, L.P. The sale is not expected to
impact the Limited Partners of the Fund.

Item 2.  Properties

The Fund currently owns limited partnership interests in thirteen 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 67%, Fountain Lake
which is 90%, and Twin Oaks Meadows 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 Code, in order
to maintain eligibility for the Tax Credits 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.

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>
<S>                 <C>                                    <C>                 <C>                                        <C>


                                                                  Capital Contributions
 Local Limited Partnership                          Total            Paid          Mtge. Loans                        Occupancy at
 Property Name                   Number of        Committed at       Through        Payable at            Type of      March 31,
 Property Location              Apts Units       March 31, 2009   March 31, 2009  December 31, 2008      Subsidy *       2009
 ----------------------------  ----------------- ---------------  --------------  ----------------  ------------------ -----------

Andrew's Pointe Limited
  Partnership
Andrew's Pointe
Burnsville, MN                       57             1,333,800        1,333,800       1,840,601           None               98%

Woods Lane, A Limited
  Partnership
Woods Lane
Rogers, AR                           156             2,574,180       2,574,180       2,766,859           None               86%
Crafton Place, A Limited
  Partnership
Crafton Place
Fayetteville, AR                      84             1,365,120       1,365,120       1,383,455           None               93%

Guardian Place
  Limited Partnership
Guardian Place                       120             2,174,390       2,174,390       3,420,971           None               97%
Richmond, VA

Twin Oaks Meadows Limited
  Dividend Housing Association
  Limited Partnership
Twin Oaks Meadows
Lansing, MI                           63             1,436,400       1,436,400       1,938,306            None               98%

</TABLE>


<PAGE>


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

                                                                  Capital Contributions
   Local Limited Partnership                           Total             Paid          Mtge. Loans                    Occupancy at
    Property Name                    Number of      Committed at        Through        Payable at            Type of    March 31,
    Property Location               Apts Units      March 31, 2009    March 31, 2009   December 31, 2008    Subsidy *     2009
 -------------------------------  --------------    ------------      --------------     ---------------- ----------  -----------


Madera Sunrise Terrace
  Limited Partnership
Sunrise Terrace
Madera, CA                                52         1,523,196        1,523,196            1,141,640         None        88%

Eden Park Limited
  Partnership
Wynmor
Brooklyn Park, MN                         324         5,527,758       5,527,758             5,600,235         None        95%

Affordable Citrus Glen
  Limited Partnership
Citrus Glen
Orlando, FL                               176         4,581,360       4,581,360             3,206,017         None         84%

Fountain Lakes, A Limited
   Partnership
Fountain Lakes
Benton, AR                                180         2,854,593       2,854,593             3,520,178         None         100%
Fairhaven Manor Limited
       Partnership
Fairhaven Manor
Burlington, WA                             40         1,232,020        1,232,020              738,083         None         100%

</TABLE>

<PAGE>


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

                                                                    Capital Contributions
  Local Limited Partnership                             Total           Paid           Mtge. Loans                     Occupancy at
  Property Name                        Number of      Committed at     Through         Payable at        Type of        March 31,
  Property Location                   Apts Units     March 31, 2009   March 31, 2009  December 31, 2008  Subsidy *        2009
 ----------------------------         ------------    -------------- --------------- ------------------  -------------- ----------

Grand Boulevard Renaissance I
   Limited Partnership
Grand Boulevard Renaissance
Chicago, IL                                30            936,719         936,719        1,721,016           Section 8       93%

Springwood Apartments,
    A Limited Partnership
Springwood
Tallahassee, FL                            113           624,804         624,804         3,297,002          None             92%

BHP/Harford Commons
 Limited Partnership
Harford Commons
Baltimore, MD                              30          1,128,000       1,128,000         1,736,092          None             97%
                                         ------     --------------   -------------  ---------------
                                        1,425       $ 27,292,340   $  27,292,340      $ 32,310,455
                                       ======      =============== ==============  ===============
</TABLE>


* 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.





<PAGE>



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, 7 and 8 of this Report.

Item 3.  Legal Proceedings

The Fund is not a party to any pending legal or administrate 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, 2009, there were 2,250 record holders of Units of the Fund.

Cash distributions, when made, are paid annually. For the years ended March 31,
2009 and 2008, no cash distributions were made.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations
--------------------------------------------------------------------------------

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

Executive Level Overview

The Fund is a Massachusetts limited partnership organized to invest in Local
Limited Partnerships which own and operate apartment complexes that are eligible
for low income housing tax credits which may be applied against the federal
income tax liability of an investor. The Fund's objectives are to: (i) provide
investors with annual tax credits which they may use to reduce their federal
income tax liability; (ii) provide limited cash distributions from the
operations of apartment complexes and; (iii) preserve and protect the Fund's
capital. 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 Managing General Partner and Arch
Street VII, L.P. are affiliates of MMA. The fiscal year of the Fund ends on
March 31.
<PAGE>
As of March 31, 2009, the Partnership's investment portfolio consisted of a
limited partnership interest in thirteen Local Limited Partnerships which own
and operate a multi-family apartment complex that has generated Tax Credits.
Since inception, the Partnership generated Tax Credits of approximately $1,485
per Limited Partner Unit. In the aggregate, actual and estimated Tax Credits
enabled the Fund to meet the objective specified in the Fund's prospectus.

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

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

Critical Accounting Policies

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

The Local Limited Partnerships in which the Fund invests are Variable Interest
Entities ("VIE"s). The Fund is involved with the VIEs as a non-controlling
limited partner equity holder. The investments in the Local Limited Partnerships
are made primarily to obtain tax credits on behalf of the Fund's investors. The
general partners of the Local Limited Partnerships, who are considered to be the
primary beneficiaries, control the day-to-day operations of the Local Limited
Partnerships. The general partners are also responsible for maintaining
compliance with the tax credit program and for providing subordinated financial
support in the event operations cannot support debt and property tax payments.
The Fund, through its ownership percentages, may participate in property
disposition proceeds. The timing and amounts of these proceeds are unknown but
can impact the Fund's financial position, results of operations or cash flows.
Because the Fund is not the primary beneficiary of these VIEs, it accounts for
its investments in the Local Limited Partnerships using the equity method of
accounting. As a result of its involvement with the VIEs, the Fund's exposure to
economic and financial statement losses is limited to its investments in the
VIEs ($1,224,904 and $2,042,039 at March 31, 2009 and 2008, respectively). The
Fund may be subject to additional losses to the extent of any financial support
that the Fund voluntarily provides in the future. Under the equity method, the
investment is carried at cost, adjusted for the Fund's share of net income or
loss and for cash distributions from the Local Limited Partnerships; equity in
income or loss of the Local Limited Partnerships is included currently in the
Fund's operations. A liability is recorded for delayed equity capital
contributions to Local Limited Partnerships. Under the equity method, a Local
Limited Partnership investment will not be carried below zero. To the extent
that equity in losses are incurred when the Fund's carrying value of the
respective Local Limited Partnership has been reduced to a zero balance, the
losses will be suspended and offset against future income. Income from Local
Limited Partnerships, where cumulative equity in losses plus cumulative
distributions have exceeded the total investment in Local Limited Partnerships,
will not be recorded until all of the related unrecorded losses have been
offset. To the extent that a Local Limited Partnership with a carrying value of
zero distributes cash to the Fund, that distribution is recorded as income on
the books of the Fund.
<PAGE>
The Fund has implemented policies and practices for assessing
other-than-temporary declines in the values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are tested
for other-than-temporary impairment. If an other-than-temporary decline in
carrying value exists, a provision to reduce the investment to the sum of the
estimated remaining benefits will be recorded in the Fund's financial
statements. The estimated remaining benefits for each Local Limited Partnership
consist of estimated future tax losses and tax credits over the estimated life
of the investment and estimated residual proceeds at disposition. Included in
the estimated residual proceeds calculation is current net operating income
capitalized at a regional rate specific to each Local Limited Partnership less
the debt of the Local Limited Partnership. Generally, the carrying values of
most Local Limited Partnerships will decline through losses and distributions in
amounts sufficient to prevent other-than-temporary impairments. However, the
Fund may record similar impairment losses in the future if the expiration of tax
credits outpaces losses and distributions from any of the Local Limited
Partnerships. During the year ended March 31, 2009, the Fund concluded that one
of the Local Limited Partnerships had experienced other-than-temporary declines
in its carrying value and impairment losses were recorded: Fairhaven Manor for
$99,000. During the year ended March 31, 2008, the Fund concluded that three of
the Local Limited Partnerships had experienced other-than-temporary declines in
their carrying value and impairment losses were recorded: Guardian Place LP for
$91,488, Sunrise Terrace LP for $10,000 and Fairhaven Manor for $494,000.
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 credit outpaces losses
and distributions from any of the Local Limited Partnerships.

Liquidity and Capital Resources

At March 31, 2009, the Fund had cash and cash equivalents of $1,564,981 as
compared with $613,617 at March 31, 2008. This increase is primarily
attributable to cash distribution received from Local Limited Partnerships in
excess of cash used for operating activities. Cash used for operations includes
$494,416 to the Managing General Partner for accrued asset management fees.

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, 2009 and 2008, $1,587,737 and $613,617, respectively,
has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $125,000 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, 2009, the
Fund has advanced approximately $1,525,000 to Local Limited Partnerships to fund
operating deficits.

The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the Fund's
ongoing operations. Reserves may be used to fund operating deficits, if the
Managing General Partner deems funding appropriate. To date, the Fund has used
approximately $692,000 of Reserves to fund operations. If Reserves are not
adequate to cover the Fund's operations, the Fund will seek other financing
sources including, but not limited to, the deferral of Asset Management Fees
paid to an affiliate of the Managing General Partner or working with Local
Limited Partnerships to increase cash distributions.

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

No cash distributions were made in the two years ended March 31, 2009. The Fund
is currently working on disposing of its interest in certain Local Limited
Partnerships during the next twelve months. These dispositions may result in
cash available for distribution, but due to the uncertainty of the sales, no
guarantees can be made as to the extent of their outcome on distributions. Based
on the results of 2008 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 ended March 31, 2009 resulted in a
net income of $357,813 as compared to a net loss of $1,554,485 for the same
period in 2008. The decrease in net loss is primarily attributable to an
increase in gain on sale of investments in Local Limited Partnerships, an
increase in cash distribution income, and a decrease in provision for valuation
allowance on investments in Local Limited Partnerships. These are offset by an
increase in provision for valuation allowance on advances to Local Limited
Partnerships, and an increase in equity in losses. The increase in gain on sale
of investments in Local Limited Partnerships is due to the sale of one Local
Limited Partnership made in the current year. The increase in cash distribution
income is due to an increase in distributions from Local Limited Partnerships
with carrying values of zero. The decrease in impairment is the result of the
Fund recording fewer valuation allowances of its investments in certain Local
Limited Partnerships in the current year. The increase in provision allowance on
advances to Local Limited Partnerships is the result of reserves for advances
made to one Local Limited Partnership in the current year. Equity in losses
increased primarily due to a decrease in unrecognized losses by the Fund of
Local Limited Partnerships with carrying value of zero.

Low-Income Housing Tax Credits

The 2008 and 2007 Tax Credits were $0.00 per Unit. The Tax Credits per Limited
Partner stabilized in 1996. The credits have ended as all properties have
reached the end of the ten year credit period.

Property Discussions

A majority of the Properties in which the Fund has an interest have stabilized
operations and operate above breakeven at December 31, 2008. Some Properties
generate cash flow deficits that the Local General Partners of those Properties
fund through project expense loans, subordinated loans or operating escrows.
However, some Properties have had persistent operating difficulties that could
either: (i) have an adverse impact on the Fund's liquidity; (ii) result in their
foreclosure; or (iii) result in the Managing General Partner deeming it
appropriate for the Fund to dispose of its interest in the Local Limited
Partnership prior to the expiration of the Compliance Period. Also, the Managing
General Partner, in the normal course of the Fund's business, may arrange for
the future disposition of its interest in certain Local Limited Partnerships.
The following Property discussions focus only on such Properties.

As previously reported, the Managing General Partner and Local General Partner
of St. Andrews Pointe, located in Columbia, South Carolina, were exploring an
exit strategy that would allow for the 2007 disposition of the Fund's interest
in the Local Limited Partnership that owns the Property. On May 31, 2007, the
Property was sold, effectively terminating the Fund's interest in the Local
Limited Partnership. The Fund did not receive any sales proceeds as the
outstanding debt on the property exceeded the sales price of the Property. The
Fund did receive $147,901 as a repayment of prior advances. This sale resulted
in a 2007 taxable loss of $41,056, or $0.81 per Unit. This sale occurred prior
to the expiration of the Property's compliance period, requiring the Fund to
post a surety bond to mitigate the potential risk of recapture. The buyer was
also required to maintain the Property's tax credit compliance through December
31, 2008, the expiration of the Property's compliance period (previously
reported December 31, 2007).  The risk of recapture has now been eliminated.
The Fund no longer has an interest in this Local Limited Partnership.
<PAGE>

As previously reported, the Managing General Partner estimated a late 2007
disposition of Oak Ridge, located in Macon, Georgia. On October 31, 2007, the
Fund disposed of its interest in the Local Limited Partnership that owned and
operated Oak Ridge. As previously indicated, the Fund did not receive any
proceeds from this transaction, as the outstanding debt on the property exceeded
the Property's sales price. This disposition resulted in a 2007 taxable loss of
$1,228,857, or $24.13 per Unit. The Fund no longer has an interest in this Local
Limited Partnership.

As previously reported, although operations at Palo Verde II, located in
Henderson, Nevada, remained strong, the former Local General Partner filed for
bankruptcy protection and refused to remit to 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 assumed the
Local General Partner interest in September 2001. Since the statute of
limitations on potential litigation involving one of the former Local General
Partners expired in 2005, the Managing General Partner expected a mid-2008
disposal of the Fund's interest, upon the sale of the underlying Property, in
this Local Limited Partnership. On May 29, 2008, the Fund's interest was
transferred, resulting in net sales proceeds to the Partnership of $1,630,776,
or $32.02 per Unit. The Managing General Partner, in accordance with and as
permitted by the Partnership Agreement, retained the entire amount of sales
proceeds in Reserves. The sale resulted in 2008 taxable income of $1,030,956, or
$20.24, per Unit. The Fund no longer has an interest in this Local Limited
Partnership.

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

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

As previously reported, the Managing General Partner entered into an agreement
that would require the Local General Partner to either purchase the Fund's
interest in Sunrise Terrace, located in Madera, California, after the end of the
compliance period on December 31, 2008, based on the appraised value of the
Property, or to market the Property for sale. The Local General Partner opted to
market the property for sale and a Purchase and Sales Agreement is currently
under negotiation. The Purchase and Sales Agreement was signed in early
June 2009, after which the sale of the property is expected by September 2009.
The Managing General Partner currently estimates $400,000, or $7.85 per Unit,
in sales proceeds.

As previously reported, the Managing General Partner anticipated the Fund's
interest in the Local Limited Partnership that owns SpringWood Apartments,
located in Tallahassee, Florida, would be terminated upon the sale of the
Property in the third quarter of 2008, a transaction that could have resulted in
net sales proceeds to the Fund of approximately $200,000, or $3.93 per Unit. In
July 2008, the potential buyer withdrew their interest to purchase this
Property. The Managing General Partner is currently exploring alternative exit
strategies for this Local Limited Partnership interest. The Managing General
Partner now anticipates the Fund's interest in the Local Limited Partnership
will terminate upon the sale of the Property in June 2010. Net sales proceeds to
the Fund are not known at this time.

As previously reported, with respect to the Fund, a Settlement Agreement
providing an option, subject to various conditions, to purchase the Fund's
interests in Affordable/Citrus Glen, Ltd., located in Orlando, FL, was not
exercised. The Managing General Partner is currently exploring alternative exit
strategies for this Local Limited Partnership interest. The Managing General
Partner anticipates the Fund's interest in the Local Limited Partnership will
terminate in December 2009, a transaction that could result in a net sales
proceeds to the Fund of approximately $1,500,000, or $29.45 per Unit.

As previously reported, with respect to the Fund, a Settlement Agreement
providing an option, subject to various conditions, to purchase the Fund's
interests in Woods Lane, L.P., located in Rogers, Arkansas, was not exercised.
The Managing General Partner is currently exploring alternative exit strategies
for this Local Limited Partnership interest. The Managing General Partner
anticipates the Fund's interest in the Local Limited Partnership will terminate
in November 2009, a transaction that could result in a net sales proceeds to the
Fund of approximately $380,000, or $7.46 per Unit.

As previously reported, with respect to the Fund, a Settlement Agreement
provided an option, subject to various conditions, to purchase the Fund's
interest in Fountain Lakes, L.P., located in Benton, Arkansas, was not
exercised. The Managing General Partner is currently exploring alternative exit
strategies for this Local Limited Partnership interest. The Managing General
Partner anticipates the Fund's interest in the Local Limited Partnership will
terminate in November 2009, a transaction that could result in a net sales
proceeds to the Fund of approximately $1,370,000, or $26.90 per Unit.

As previously reported, Guardian Place, located in Richmond, Virginia,
refinanced its existing debt, on July 29, 2005. In addition to an annual debt
service reduction of approximately $49,000, additional loan proceeds were
utilized to retire a second mortgage and provide for a distribution of
refinancing proceeds of $212,461 to the Fund on August 1, 2005. The Managing
General Partner, in accordance with and as permitted by the Partnership
Agreement, retained the entire amount of refinancing proceeds in Reserves. As
part of this transaction, the Managing General Partner and the Local General
Partner entered into an agreement that would allow for a sale at the end of the
Compliance Period on December 31, 2009.

As previously reported, occupancy at Grand Boulevard Renaissance, located in
Chicago, Illinois rose to 94%, while working capital and debt service coverage
remained below acceptable levels at September 30, 2008. As of December 31, 2008
occupancy remained at 94% and the Property continued to operate below breakeven
due to increased maintenance and natural gas heating expenses; working capital
also remained below an acceptable level. A representative of the Managing
General Partner conducted a physical inspection as part of an October 2008 site
visit. Despite improvements since a December 2007 visit, the Property was still
assigned an unfavorable rating due to significant deferred maintenance and
unaddressed issues. A representative of the Managing General Partner will
conduct a fall 2009 site visit. The Managing General Partner's representative
also considers property management to be weak and limited in capacity to address
the physical needs of the Property. Advances from the Local General Partner and
working capital have enabled the Property to remain current on its loan
obligations. In response to prior deficits, during 2001 the Local General
Partner negotiated with the first mortgage lender to reduce the interest rate on
the current first mortgage. In addition, in an effort to further reduce the
Property's debt service burden, in July 2003 the Local Limited Partnership and
the Illinois Housing Development Authority closed on a mortgage restructuring of
the second mortgage that reduced monthly debt service payments until June 1,
2005. As part of the transaction, the management agent agreed to subordinate a
percentage of its management fee to payment of the second mortgage debt service.
The tax credit compliance period ends on December 31, 2009.
<PAGE>

As previously reported, in an effort to reduce the Fund's risk to chronic
operating difficulties at Wynmor, also known as Eden Park, located in Brooklyn
Park, Minnesota, the Managing General Partner and Local General Partner, on
October 1, 2003, entered into an agreement to transfer a portion of the Fund's
interest in the Property's future Tax Credits (approximately $11 per Unit) and
tax losses to the Local General Partner. In return, the Local General Partner
agreed to deposit $500,000 into an escrow to be used to fund current and future
operating deficits and to fund as much as an additional $500,000 to cover future
operating deficits. The Managing General Partner and Local General Partner also
have an agreement that allows for the Managing General Partner to put the Fund's
interest to the Local General Partner for $1 any time after October 1, 2003 and
that the Local General Partner could call the Fund's interest for fair market
value any time after January 2, 2009. The Managing General Partner expects the
put to be exercised in September 2009. Although occupancy improved to 97% at
September 30, 2008 and was 94% for the three months ending December 31, 2008,
the Property operated below breakeven for the twelve months ending December 31,
2008. The Compliance Period for the Property expired on December 31, 2008.

As previously reported, the Local General Partner of Twin Oaks Meadows, located
in Lansing, Michigan, with the Fund's consent, obtained soft loan financing in
May 2004 to undertake much needed security improvements to the Property, reduce
payables and fund operating deficits. In return for its consent, the Fund
received a put option that allows the Fund to transfer its interest in the Local
Limited Partnership for a nominal price to the Local General Partner at any time
subsequent to the end of the Property's Compliance Period on December 31, 2009.
Working capital and debt service levels remain below acceptable levels at
December 31, 2008. Although occupancy rose from 70% for the three months ending
June 30, 2008 to 96% for the three months ending December 31, 2008, the crime
rate in the immediate area continues to impact Twin Oaks' ability to rent units
and retain tenants. In response, a neighborhood watch program was implemented
and many of the residents' concerns regarding safety have been addressed. A new
site manager was brought in May 2007, implementing programs to involve
residents, as well as the community at large. Further, a new management company
was brought in July 2008, which the Managing General Partner believes has helped
occupancy at the property.

The Local General Partner of Fairhaven Manor, located in Burlington, Washington,
is currently working on a permanent loan extension. The loan matured on June 1,
2009, at which time a balloon payment was due; however, the loan has not yet
been declared in default. The compliance period ended December 31, 2008. The
Managing General Partner is currently negotiating an exit strategy with the
Local General Partner. The likely end result is that the Local General Partner
and Managing General Partner will agree on a price for the Local General Partner
to purchase the Fund's interest in the property.

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, 2009 and 2008.

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.
<PAGE>

Item 8.  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 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
-------------------------------------------------------------------------

None.

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, to ensure that information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
Exchange Commission's rules and forms, including to ensure that information
required to be disclosed by us in the reports filed or submitted by us under the
Exchange Act is accumulated and communicated to management to allow timely
decisions regarding required disclosure. Based on that evaluation, management
has concluded that as of March 31, 2009, our disclosure controls and procedures
were effective.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f). Our management conducted an assessment of the
effectiveness of our internal control over financial reporting. This assessment
was based upon the criteria for effective internal control over financial
reporting established in Internal Control - Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

The Fund's internal control over financial reporting involves a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes the controls themselves, as well as monitoring of the
controls and internal auditing practices and actions to correct deficiencies
identified. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.

Management assessed the Fund's internal control over financial reporting as of
March 31, 2009. Based on this assessment, management concluded that, as of March
31, 2009, the Fund's internal control over financial reporting were designed
effectively.

Item 9B.  Other Information

     None.
<PAGE>




               PART III


Item 10.  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. 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

Greg Judge                                       Executive Vice President
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 11 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.

Greg Judge, age 44, Executive Vice President, Head of the Affordable Housing
Group of MMA Financial since February 2008. As head of the Company's Affordable
Housing Group, Mr. Judge is responsible for both the affordable tax exempt and
taxable lending and equity businesses. Prior to his appointment as EVP, Mr.
Judge was responsible for tax credit equity investments and underwriting of
equity and debt investments for the Affordable Housing Group. Mr. Judge joined
MMA as a result of the Boston Financial and Lend Lease HCI acquisitions,
starting with Boston Financial in 1989 as an asset manager. Mr. Judge is a
frequent speaker on affordable housing and tax credit industry issues. Mr.Judge
is a graduate of Colorado College (BA) and Boston University (MBA).

Michael H. Gladstone, age 52, Senior Vice President. Mr. Gladstone is
responsible for capital transactions work in the Asset Management group of MMA
Financial. He joined MMA 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 has lectured at Harvard University and
Cornell University on affordable housing matters and is a member of the Cornell
Real Estate Council and the Massachusetts Bar. Mr. Gladstone is a graduate of
Emory University (BA) and Cornell University (J.D. & MBA).

The Fund is organized as a limited partnership solely for the purpose of real
estate investment and does not have any employees. Therefore the Fund has not
adopted a Code of Ethics.

The Fund is structured as a limited partnership that was formed principally for
real estate investment and is not "listed" issuer as defined by Rule 10A-3 of
the Securities Exchange Act of 1934. Accordingly, neither an audit committee nor
a financial expert to serve on such a committee has been established by the
Fund.
<PAGE>
Item 11.  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 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2009, 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>
<S>                                   <C>                                   <C>                       <C>

    Title of                          Name and Address of                    Beneficially            Amount
     Class                               Beneficial Owner                     Owned           Percent of Class
______________                   __________________________                ____________      ___________________
   Limited                      Oldham Institutional Tax Credits LLC          5,349 units                10.5%
   Partner                      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 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 13.  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, 2009 and 2008 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, 2009 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, 2009.
<PAGE>
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,
2009.

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 in each of the two years ended March 31, 2009 and
2008 are as follows:
<TABLE>
<CAPTION>
<S>                                                                                  <C>                 <C>

                                                                                    2009                2008
                                                                             --------------        ----------
                                                      Asset management fees      $ 377,230           $ 365,994


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 in
each of the two years ended March 31, 2009 and 2008 are as follows:

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

                                                      Salaries and benefits
                                                      expense reimbursements      $ 149,089         $ 142,286
</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. The Fund has not paid any cash distributions to
General Partners during the two years ended March 31, 2009.

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 and its affiliates during the years ended
March 31, 2009 and 2008 is presented in Note 4 to the Financial Statements.




<PAGE>
Item 14.  Principal Accountant Fees and Services

The Fund paid or accrued fees for services rendered by the principal accountants
for the two years ended March 31, 2009 as follows:
<TABLE>
<CAPTION>
<S>                                                                                  <C>               <C>

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

                                                                  Audit fees      $ 72,286           $ 77,646
                                                                  Tax fees        $  2,500           $  2,500
</TABLE>

No other fees were paid or accrued to the principal accountants during the two
years ended March 31, 2009.

Item 15.  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 15, 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 and Principal Financial
         Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2     Certification of Principal Executive Officer and Principal Financial
         Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1     Certification of Principal Executive Officer and Principal Financial
         Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification of Principal Executive Officer and Principal Financial
         Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<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/ Greg Judge             Date:   July 15, 2009
           ----------------                    -------------
           Greg Judge
           President
           Arch Street VIII, Inc.


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/ Greg Judge                        Date: July 15, 2009
           ----------------                            -------------
           Greg Judge
           President
           Arch Street VIII, Inc.


     By:    /s/ Greg Judge                      Date:  July 15, 2009
           -----------------                          --------------
           Michael H. Gladstone
           Vice President
           Arch Street VIII, Inc.





<PAGE>







           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2009
                                      INDEX


                                                                  Page No.


Report of Independent Registered Public Accounting Firm
   for the years ended March 31, 2009 and March 31, 2008             F-2

Financial Statements

   Balance Sheet - March 31, 2009 and 2008                           F-3

   Statements of Operations - For the years ended
     March 31, 2009 and 2008                                         F-4

   Statements of Changes in Partners' Equity -
     For the years ended March 31, 2009 and 2008                     F-5

   Statements of Cash Flows - For the years ended
     March 31, 2009 and 2008                                         F-6

   Notes to the Financial Statements                                 F-7




<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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


         We have audited the accompanying balance sheets of Boston Financial Tax
Credit Fund VII, A Limited Partnership as of March 31, 2009 and 2008, and the
related statements of operations, changes in partners' equity (deficiency) and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

         We conducted our audit 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. The partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

                  In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Boston
Financial Tax Credit Fund VII, A Limited Partnership as of March 31, 2009 and
2008, and the results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.



/s/ Reznick Group, P.C.


Bethesda, Maryland
July 15, 2009


<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP






                                  BALANCE SHEET
                             MARCH 31, 2009 and 2008

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


                                                                                 2009                    2008
                                                                           ----------------        --------------
Assets

Cash and cash equivalents                                                  $      1,564,981           $       613,617
Restricted cash (Note 3)                                                            284,447                   278,198
Investments in Local Limited Partnerships (Note 3)                                1,224,904                 2,042,039
Other assets                                                                            141                       756
                                                                           ----------------           ---------------
   Total Assets                                                            $      3,074,473           $     2,934,610
                                                                           ================           ===============

Liabilities and Partners' Equity

Due to affiliates (Notes 3 and 4)                                          $        297,110           $       473,091
Accrued expenses                                                                     59,100                    55,871
Other Liabilites                                                                          -                    45,198
                                                                             ----------------           -------------
   Total Liabilities                                                                356,210                    574,160


General, Initial and Investor Limited Partners' Equity                            2,718,263                 2,360,450
                                                                           ----------------           ---------------
   Total Liabilities and Partners' Equity                                  $      3,074,473            $    2,934,610
                                                                           ================            ==============

</TABLE>

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

<PAGE>

              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP



                            STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2009 and 2008


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

                                                                                 2009                    2008
                                                                           ----------------        ----------------
Revenue:
   Investment                                                              $         29,105        $         35,916
   Cash distribution income                                                          87,177                  23,424
                                                                           ----------------        ----------------
     Total Revenue                                                                  116,282                  59,340
                                                                           ----------------        ----------------

Expense:
   Asset management fees, affiliate (Note 4)                                        377,230                 365,994
   Provision for valuation allowance on advances to Local
     Limited Partnerships (Note 3)                                                   48,404                       -
   Impairment on investments in Local Limited Partnerships (Note 3)                  99,000                 595,488
   General and administrative (includes reimbursements
     to an affiliate in the amount of $149,089 and
     $142,286 in 2009 and 2008, respectively) (Note 4)                              271,160                 298,793
   Amortization                                                                       9,693                 14,543
                                                                            ---------------        ----------------
     Total Expense                                                                  805,487               1,274,818
                                                                           ----------------        ----------------

Loss before equity in losses of Local Limited Partnerships
and gain on sale of investments in Local Limited Partnerships                      (689,205)             (1,215,478)

Equity in losses of Local Limited Partnerships (Note 3)                            (385,150)               (339,007)

Gain on sale of investments in Local Limited Partnerships (Note 3 )               1,432,168                       -
                                                                           ----------------        ----------------

Net Income (Loss)                                                          $        357,813        $     (1,554,485)
                                                                           ================        ================

Net Income (Loss) allocated:
   General Partners                                                        $          3,578        $        (15,545)
   Limited Partners                                                                 354,235              (1,538,940)
                                                                           ----------------        ----------------
                                                                           $        357,813        $     (1,554,485)
                                                                           ================        ================
Net Income (Loss) per Limited Partner Unit
   (50,930 Units)                                                          $           6.96        $         (30.22)
                                                                           =====================   ================

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

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


                    STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                   For the Years Ended March 31, 2009 and 2008


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

                                                                         Initial             Investor
                                                     General             Limited              Limited
                                                    Partners            Partners             Partners               Total

Balance at March 31, 2007                         $      39,149      $        5,000       $    3,870,786      $    3,914,935

Net Loss                                                (15,545)                  -           (1,538,940)         (1,554,485)
                                                  -------------      --------------       --------------      --------------

Balance at March 31, 2008                                23,604               5,000            2,331,846           2,360,450

Net Income                                                3,578                   -              354,235             357,813
                                                  -------------      --------------       --------------      --------------

Balance at March 31, 2009                         $      27,182      $        5,000       $    2,686,081      $   2,718,263
                                                  =============      ==============       ==============      =============
</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, 2009 and 2008


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

                                                                                 2009                    2008
                                                                           ----------------        --------------
Cash flows from operating activities:
   Net Income (Loss)                                                       $         357,813       $     (1,554,485)
   Adjustments to reconcile net income (loss) to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                  385,150                 339,007
     Gain on sale of investments in Local Limited Partnerships                    (1,432,168)                      -
     Impairment on investments in Local Limited Partnerships                          99,000                 595,488
     Amortization                                                                      9,693                  14,543
     Cash distributions included in net loss                                         (87,177)                 (8,424)
     Other non-cash item                                                              (6,249)                      -
     Increase (decrease) in cash arising from changes in operating assets and
       liabilities:
       Due from affiliates                                                                  -                  58,920
       Accounts receivable                                                                  -                 147,901
       Other assets                                                                       615                   (756)
       Due to affiliates                                                             (175,981)                249,104
       Accrued expenses                                                                 3,229                   6,025
       Other liabilities                                                              (45,198)                  4,241
                                                                        ----------------------     --------------------
Net cash used for operating activities                                               (891,273)               (148,436)
                                                                        ---------------------      -------------------

Cash flows from investing activities:
   Cash distributions received from Local Limited Partnerships                       211,861                  204,724
   Proceeds from sale of investments in Local Limited Partnerships                 1,630,776                        -
                                                                           -----------------        ------------------
Net cash provided by investing activities                                          1,842,637                  204,724
                                                                           -----------------        ------------------

Net increase in cash and cash equivalents
                                                                                    951,364                    56,288
Cash and cash equivalents, beginning
                                                                                    613,617                   557,329
                                                                           ----------------        -------------------
Cash and cash equivalents, ending
                                                                           $      1,564,981          $        613,617
                                                                             ==============          ==================
</TABLE>

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

<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, Inc. ("MMA").
The fiscal year of the Fund ends on March 31. On June 26, 2009, Municipal
Mortgage & Equity, LLC (the parent company of MMA Financial, Inc.) entered into
a purchase and sale agreement with JEN I, L.P. for the sale of substantially all
of its low-income housing tax credit business, including the Fund and its
General Partners. Upon the consummation of the sale transaction (expected to
occur on or before August 31, 2009), the General Partners will be owned or
controlled by JEN I, L.P.

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, 2009 and 2008, the
Managing General Partner has designated $1,587,737 and $613,617, respectively as
such Reserves.

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 Partners may have an obligation to fund deficits in their capital
accounts, subject to limits set forth in the Partnership Agreement. However, to
the extent that the General Partners' capital accounts are in a deficit
position, certain items of net income may be allocated to the General Partners
in accordance with 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.

Concentration of Credit Risk

The Fund invests its cash primarily in money market funds with commercial banks.
At times, cash balances at a limited number of banks and financial institutions
may exceed federally insured amounts. Management believes it mitigates its
credit risk by investing in major financial institutions.




<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Investments in Local Limited Partnerships

The Local Limited Partnerships in which the Fund invests are Variable Interest
Entities ("VIE"s). The Fund is involved with the VIEs as a non-controlling
limited partner equity holder. The investments in the Local Limited Partnerships
are made primarily to obtain tax credits on behalf of the Fund's investors. The
general partners of the Local Limited Partnerships, who are considered to be the
primary beneficiaries, control the day-to-day operations of the Local Limited
Partnerships. The general partners are also responsible for maintaining
compliance with the tax credit program and for providing subordinated financial
support in the event operations cannot support debt and property tax payments.
The Fund, through its ownership percentages, may participate in property
disposition proceeds. The timing and amounts of these proceeds are unknown but
can impact the Fund's financial position, results of operations or cash flows.
Because the Fund is not the primary beneficiary of these VIEs, it accounts for
its investments in the Local Limited Partnerships using the equity method of
accounting. As a result of its involvement with the VIEs, the Fund's exposure to
economic and financial statement losses is limited to its investments in the
VIEs ($1,224,904 and $2,042,039, respectively at March 31, 2009 and 2008). The
Fund may be subject to additional losses to the extent of any financial support
that the Fund voluntarily provides in the future. Under the equity method, the
investment is carried at cost, adjusted for the Fund's share of net income or
loss and for cash distributions from the Local Limited Partnerships; equity in
income or loss of the Local Limited Partnerships is included currently in the
Fund's operations. A liability is recorded for delayed equity capital
contributions to Local Limited Partnerships. Under the equity method, a Local
Limited Partnership investment will not be carried below zero. To the extent
that equity in losses are incurred when the Fund's carrying value of the
respective Local Limited Partnership has been reduced to a zero balance, the
losses will be suspended and offset against future income. Income from Local
Limited Partnerships, where cumulative equity in losses plus cumulative
distributions have exceeded the total investment in Local Limited Partnerships,
will not be recorded until all of the related unrecorded losses have been
offset. To the extent that a Local Limited Partnership with a carrying value of
zero distributes cash to the Fund, that distribution is recorded as income on
the books of the Fund.

The 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 or
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 Managing General Partner has 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, 2008 and 2007 and for the years then
ended.
<PAGE>

          BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2.Significant Accounting Policies (continued)

Investments in Local Limited Partnerships (continued)

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

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.

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.

In December 2008, the Financial Accounting Standards Board (`FASB") issued
Interpretation No. 48-3 "Effective Date of FASB Interpretation No. 48 for
Certain Nonpublic Enterprises" ("FIN48-3"). FIN48-3 deferred the effective date
of FIN48 for certain nonpublic organizations. The deferred effective date is
intended to give the FASB additional time to develop guidance on the application
of FIN48 by pass-through and not-for-profit entities. The General Partner may
modify the Fund's disclosures if the FASB's guidance regarding the application
of FIN48 to pass-through entities changes.

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

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Effect of New Accounting Principles

SFAS No. 157

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measurements" ("SFAS No. 157"), which provides enhanced
guidance for using fair value to measure assets and liabilities. SFAS No. 157
establishes a common definition of fair value, provides a framework for
measuring fair value under U.S. generally accepted accounting principles and
expands disclosure requirements about fair value measurements. SFAS No. 157 is
effective for financial statements issued in fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. In February
2008, the FASB issued FASB Staff Position 157- 2, "Effective Date of FASB
Statement No. 157", which delays the effective date of SFAS No. 157 for all
nonfinancial assets and liabilities except those that are recognized or
disclosed at fair value in the financial statements on at least an annual basis
until November 15, 2008. The Fund adopted the provisions of SFAS No. 157 for
financial assets and liabilities recognized at fair value on a recurring basis
effective April 1, 2008. The partial adoption of SFAS No. 157 did not have a
material impact on the Fund's Financial Statements. The Fund does not expect the
adoption of the remaining provisions of SFAS No. 157 to have a material effect
on the Fund's financial position, operations or cash flow. This standard
requires that a Fund measure its financial assets and liabilities using inputs
from the three levels of the fair value hierarchy. A financial asset or
liability classification within the hierarchy is determined based on the lowest
level input that is significant to the fair value measurement. The three levels
are as follows:

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

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

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

Financial assets accounted for at fair value on a recurring basis at March 31,
2009 include cash equivalents of $1,564,981 and restricted cash of $281,073.

SFAS No. 159

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159"), which permits entities to choose to measure many financial
assets and financial liabilities at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Fund has not elected to
measure any financial assets and financial liabilities at fair value under the
provisions of SFAS No. 159.

<PAGE>

             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)

3.   Investments in Local Limited Partnerships

The Fund currently owns limited partnership interests in thirteen Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, all of which are government-assisted. The Fund's
ownership interest in each Local Limited Partnership is 99%, with the exception
of Springwood Apartments which is 19.8%, Eden Park which is 67%, Fountain Lakes
which is 90%, and Twin Oaks Meadow which is 95.89%. The Fund may have negotiated
or may negotiate options with the Local General Partners to purchase or sell the
Fund's interests in the Local Limited Partnership's at the end of the Compliance
Period at nominal prices. In the event that Local Limited Partnerships are sold
to a third parties, or upon dissolution of the Local Limited Partnership's,
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, 2009 and 2008:
<TABLE>
<CAPTION>
<S>                                                                                   <C>             <C>

                                                                                      2009             2008
                                                                                   ----------     ------------
Capital contributions and advances paid to Local Limited Partnerships
and purchase price paid to withdrawing partners of Local Limited Partnerships    $  27,305,481     $ 30,987,652

Cumulative equity in losses of Local Limited Partnerships (excluding
    cumulative unrecognized losses of $3, 570,296 and $7,780,165)                   (20,745,430)      22,768,936)

Cumulative cash distributions received from Local Limited Partnerships              (2,382,471)       (2,429,023)
                                                                              ----------------     ----------------

Investments in Local Limited Partnerships before adjustments                         4,177,580          5,789,693

Excess investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                       846,688            1,081,467

   Cumulative amortization of acquisition fees and expenses                           (298,577)           (341,334)
                                                                              ----------------     ----------------

Investments in Local Limited Partnerships before valuation allowance                 4,725,691            6,529,826

Valuation allowance on investments in Local Limited Partnerships                    (3,500,787)          (4,487,787)
                                                                              ----------------     ----------------=

Investments in Local Limited Partnerships                                     $      1,224,904     $      2,042,039
                                                                              ================     ================
</TABLE>


During the year ended March 31, 2009, the Fund advanced $48,404 to one of the
Local Limited Partnerships, all of which was reserved. The Fund has also
recorded a valuation 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)


3. 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, 2008 and 2007 (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:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
<S>                                                                                <C>                 <C>

                                                                                   2008                2007
                                                                             ----------------    -------------

Assets:
   Investment property, net                                                  $     44,067,522    $     48,276,805
   Other assets                                                                     4,510,500           4,447,515
                                                                             ----------------    ----------------
     Total Assets                                                            $     48,578,022    $     52,724,320
                                                                             ================    ================

Liabilities and Partners' Equity (Deficiency):
   Mortgage notes payable                                                    $     44,035,823    $     45,577,718
   Other liabilities                                                                8,534,676           8,102,952
                                                                             ----------------    ----------------
     Total Liabilities                                                             52,570,499          53,680,670
                                                                             ----------------    ----------------

Fund's deficiency                                                                  (4,993,560)         (2,568,179)
Other partners' equity                                                              1,001,083           1,611,829
                                                                             ----------------    ----------------
   Total Partners' Deficiency:                                                     (3,992,477)           (956,350)
                                                                             ----------------    ----------------
   Total Liabilities and Partners' Equity                                    $     48,578,022    $     52,724,320
                                                                             ================    ================
</TABLE>

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

Summarized Statements of Operations  -
for the years ended December 31,

                                                                                   2008                2007
                                                                             ----------------    ---------------

Rental and other income                                                      $     12,017,642    $     12,983,714
                                                                             ----------------    ----------------

Expenses:
   Operating                                                                        8,268,699          11,351,598
   Interest                                                                         2,614,705           3,404,603
   Depreciation and amortization                                                    2,954,166           3,388,965
                                                                             ----------------    ----------------
     Total Expenses                                                                13,837,570          18,145,166
                                                                             ----------------    ----------------

Net Loss                                                                     $     (1,819,928)   $     (5,161,452)
                                                                             ================    ================

Fund's share of net loss (2008 includes $78,010 from prior years)            $     (1,325,043)   $     (4,681,934)
                                                                             ================    ================
Other partners' share of net loss                                            $       (416,875)   $       (479,518)
                                                                             =================   ================
</TABLE>



For the years ended March 31, 2009 and 2008, the Fund has not recognized
$1,022,349 and $4,342,927, 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.
Previously unrecognized losses of $82,456 were included in losses recognized in
the year ended March 31, 2009.
<PAGE>

            BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


3. Investments in Local Limited Partnerships (continued)

The Fund's deficiency as reflected by the Local Limited Partnerships of
($4,993,560) and ($2,568,179) at December 31, 2008 and 2007, respectively,
differs from the Fund's investments in Local Limited Partnerships before
adjustments of $4,177,580 and $5,789,693 at December 31, 2008 and 2007,
respectively, primarily due to: (i) two Local Limited Partnerships whose
interests were sold in the quarter ended March 31, 2009 being included in the
summarized balance sheets of the Local Limited Partnerships at December 31, 2008
(ii) cumulative unrecognized losses as described above; (iii) syndication costs
charged to equity by the Local Limited Partnerships that are not reflected in
the Fund's investments in Local Limited Partnerships; (iv) advances to Local
Limited Partnerships that the Fund included in investments in Local Limited
Partnerships and (v) cash distributions made by Local Limited Partnerships
during the quarter ended March 31, 2008 not reflected in the December 31, 2007
balance sheets of the Local Limited Partnerships.

For the year ended March 31, 2009, one of the Local Limited Partnerships with a
carrying value of $0 was considered to have operating issues significant enough
to warrant its independent auditor to issue an audit report that raised
substantial doubt about the Local Limited Partnership's ability to continue as a
going concern. However, the Fund believes that support from the Local General
Partner and adequate Local Limited Partner reserve levels will likely mitigate
substantial risk to the Fund.

During the year ended March 31, 2009, the Fund sold its interest in three Local
Limited Partnerships resulting in a gain of $1,432,168.


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, 2009 and 2008,
the Fund's escrow balance is $284,447 and $278,198, respectively. As of March
31, 2009 and 2008, $139,051 and $133,417, respectively of interest due to the
Local General Partner is included in due to affiliates.


4.   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 $377,230 and $365,994 have been expensed in the years ended March 31, 2009
and 2008, respectively. During the years ended March 31, 2009 and 2008, $494,416
and $245,000 respectively, were paid out of available cash flow for Asset
Management Fees. Included in due to affiliates at March 31, 2009 and 2008 is
$94,378 and $211,564, respectively of 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, 2009 and 2008 is $149,089 and $142,286,
respectively that the Fund has incurred for these expenses. During the year
ended March 31, 2009 and 2008, salaries and benefits of $169,776 and $70,485,
respectively, were paid to the affiliate of the Managing General Partner. As of
March 31, 2009 and 2008, $51,114 and $71,801, respectively of these
reimbursements remains unpaid.

An affiliate of the General Partner is reimbursed for the actual cost of the
Fund's operating expenses. As of March 31, 2009 and 2008, $12,567 and $56,309,
respectively is reimbursable to the affiliate.

              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)

5.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2009 and 2008 to the net loss reported on the
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2008 and 2007:
<TABLE>
<CAPTION>
<S>                                                                                  <C>                  <C>

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

Net Income (Loss) per financial statements                                     $    357,813         $   (1,554,485)

Equity in losses of Local Limited Partnerships for financial reporting
   purposes in excess of equity in losses for tax purposes                          127,263              2,829,003

Equity in losses of Local Limited Partnerships not recognized
   for financial reporting purposes                                                (939,893)            (4,342,927)

Adjustment to reflect March 31 fiscal year end to
   December 31 taxable year end                                                       (8,434)               (8,624)

Amortization for tax purposes in excess of amortization
   for financial reporting purposes                                                  (26,633)              (24,783)

Provision for valuation allowance on advances to Local Limited
   Partnerships, not deductible for tax purposes                                      48,404                      -

Impairment on investments in Local Limited Partnerships
   not deductible for tax purposes                                                    99,000                595,488

Gain on sale of investments in Local Limited Partnership for financial
   reporting purposes in excess of gain for tax purposes                            (429,344)                     -

Gain on write-off of investments in Local Limited Partnerships for tax
   purposes                                                                                              (1,269,913)
                                                                                            -

Cash distributions included in net loss for financial reporting purposes              (87,177)               (8,424)
                                                                                --------------       ----------------

Net Loss per tax return                                                        $     (859,001)         $ (3,784,665)
                                                                                  ============         ==============
</TABLE>

<PAGE>

             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


5. Federal Income Taxes (continued)

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2009 and December 31, 2008,
respectively are as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>                <C>               <C>

                                                                Financial
                                                                Reporting            Tax
                                                                Purposes          Purposes           Differences

Investments in Local Limited Partnerships                   $    1,224,904     $   (4,063,128)     $    5,288,032
                                                            ==============     ==============      ==============
Other assets                                                $    1,849,569     $    8,282,050      $   (6,432,481)
                                                            ==============     ==============      ==============
Liabilities                                                 $      356,210     $      320,628      $       35,582
                                                            ==============     ==============      ==============
</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
$9,805,000 more than for financial reporting purposes, including approximately
$3,570,000 of losses the Fund has not recognized relating to Local Limited
Partnerships whose cumulative equity in losses exceed its total investments;
(ii) the cumulative amortization of acquisition fees for tax purposes exceeds
financial reporting purposes by approximately $214,000; (iii) approximately
$62,000 of cash distributions received from Local Limited Partnerships were
received during the three months ended March 31, 2009; (iv) the Fund has
recorded an impairment allowance on its investments in Local Limited
Partnerships for approximately $3,488,000 that is not recorded for tax purposes;
and (v) 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.

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2008 and December 31, 2007,
respectively are as follows:
<TABLE>
<CAPTION>
<S>                                                              <C>                  <C>                <C>

                                                                Financial
                                                                Reporting            Tax
                                                                Purposes          Purposes           Differences

Investments in Local Limited Partnerships                   $    2,042,039     $   (2,042,026)     $    4,084,065
                                                            ==============     ==============      ==============
Other assets                                                $      892,571     $    7,440,216      $   (6,547,645)
                                                            ==============     ==============      ==============
Liabilities                                                 $      574,160     $      640,895      $      (66,735)
                                                            ==============     ==============      ==============
</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
$7,062,000 more than for financial reporting purposes, including approximately
$7,780,000 of losses the Fund has not recognized relating to Local Limited
Partnerships whose cumulative equity in losses exceed its total investments;
(ii) the cumulative amortization of acquisition fees for tax purposes exceeds
financial reporting purposes by approximately $178,000; (iii) approximately
$58,000 of cash distributions received from Local Limited Partnerships were
received during the three months ended March 31, 2008; (iv) the Fund has
recorded an impairment allowance on its investments in Local Limited
Partnerships for approximately $4,488,000 that is not recorded for tax purposes;
and (v) 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.

              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


6.   Significant Subsidiaries

The following Local Limited Partnerships invested in by the Fund represents more
than 20% of the Fund's total assets or equity as of March 31, 2009 or 2008 or
net losses for the years ended either March 31, 2009 or 2008. The following
financial information represents the performance of these Local Limited
Partnerships for the years ended December 31, 2008 and 2007:
<TABLE>
<CAPTION>
<S>                                                                                   <C>                   <C>

Citrus Glen                                                                        2008                    2007
-----------                                                                   ---------------         ---------------

Total Assets                                                                  $     4,985,663         $     5,469,778
Total Liabilities                                                             $     5,867,615         $     5,964,257
Revenue                                                                       $     1,407,210         $     1,489,070
Net Loss                                                                      $      (254,158)        $      (226,055)
</TABLE>