UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15 (d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~May~~June 67, 2013

REAL ESTATE ASSOCIATES LIMITED VII

(Exact name of registrant as specified in its charter)

California	~~0-13810~~	950-~~3290316~~13810	95-3290316
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)
Incorporation)			Identification No.)
	80 International Drive Greenville, South Carolina 29615
	(Address of Principal Executive Offices, including zip code)

80Registrant’s ~~International~~Telephone ~~Drive~~Number, Including Area Code: (864) 239-1000

~~Greenville,~~Check ~~South~~the ~~Carolina~~appropriate ~~29615~~box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Address~~ ¨Written ofcommunications ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~864)~~17 ~~239~~CFR 240.14a-~~1000~~12)

¨ Pre-commencement communications pursuant to Rule 14d-2(~~Issuer's~~b) ~~telephone~~under ~~number~~the Exchange Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~ ¨ Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule 13e-4(c) ~~satisfy~~under the ~~filing~~Exchange ~~obligations~~Act of(17 ~~the~~CFR ~~registrant~~240.13e-4(c)) ~~under any of the following provisions:~~

[Item ~~] Written~~4.01 ~~communications~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~425 under the Securities Act (17 CFR 230.425)~~Accountant

[(a) On ~~] Soliciting~~June ~~material~~7, ~~pursuant~~2013, toReal ~~Rule~~Estate ~~14a~~Associates Limited VII, a California limited partnership (the “Registrant”), dismissed Ernst & Young LLP (“E&Y”) as the Registrant’s independent registered public accounting firm effective on that date. As previously reported in Item 7.01 of the report on Form 8-12K ~~under~~furnished on December 26, 2012, the ~~Exchange~~general ~~Act~~partner of the Registrant was acquired by Bethesda Holdings II, LLC (17“Bethesda”). As ~~CFR~~part ~~240~~of the process of transitioning the management and operations of the Registrant’s general partner from the prior owner, Bethesda has sought to transition the Registrant’s independent accountant.~~14a~~ As previously disclosed in the Registrant’s annual report on Form 10-K filed on April 12), 2013, the Registrant has no directors, and there are two general partners responsible for conducting the business of the Partnership. The general partners have approved the dismissal of E&Y.

[None ~~] Pre-commencement~~of ~~communications~~E&Y’s ~~pursuant~~audit reports on the Registrant’s financial statements for the fiscal years ended December 31, 2011 and 2012 contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to ~~Rule~~audit ~~14d-2~~scope or accounting principles. The E&Y audit reports for the years ended December 31, 2011 and 2012 did contain a modification relating to a going concern uncertainty. In addition, at no point during the two fiscal years ended December 31, 2012 and the subsequent interim period through June 7, 2013 were there any (b1) ~~under~~disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement(s), if not resolved to the ~~Exchange~~satisfaction ~~Act~~of E&Y, would have caused it to make reference to the subject matter of the disagreement(17s) ~~CFR~~in ~~240.14d-~~connection with its reports, or (2) "reportable events" as such term is defined in Item 304(ba)(1)(v) of Regulation S-K.

[On ~~] Pre-commencement~~June ~~communications~~7, ~~pursuant~~2013, the Registrant provided E&Y with a copy of the disclosure set forth in this Item 4.01 and requested that E&Y furnish the Registrant with a letter addressed to ~~Rule~~the ~~13e-~~SEC stating whether E&Y agrees with the statements made in this Item 4~~(c)~~.01, ~~under~~each as required by applicable SEC rules. A copy of the ~~Exchange~~letter, ~~Act~~dated ~~(17~~June ~~CFR~~13, ~~240~~2013, is filed as Exhibit 16.~~13e~~1 to this Current Report on Form 8-~~4(c))~~K.

(b) Effective on June 7, 2013, the general partners of the Registrant approved the appointment of Carter & Company, CPA, LLC (“Carter”) as the Registrant’s new independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2013. During the fiscal years ended December 31, 2011 and 2012, and through June 7, 2013, neither the Registrant, nor anyone on its behalf, consulted Carter regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Registrant, and no written report or oral advice was provided to the Registrant by Carter that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1~~.01~~)(iv) ~~Entry~~of ~~into~~Regulation S-K and the related instructions) or a ~~Material~~"reportable ~~Definitive~~event" ~~Agreement~~(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~Real~~Item ~~Estate Associates Limited VII, a California limited partnership (the “Registrant”), holds a 99.~~9% general partner interest in Real Estate Associates IV (“REA IV”), which, in turn, holds a 99% limited partnership interest in Bluewater Limited Dividend Housing Association, a Michigan limited partnership (“Bluewater”).01 ~~Bluewater~~Financial ~~owns~~Statements ~~a 116-unit apartment complex located in Port Huron, Michigan. On May 6, 2013, REA IV entered into an Assignment~~ and Assumption Agreement (the “Agreement”) by and among REA IV, as Assignor, Joel I. Ferguson and AMG-MGT, LLC (“AMG”), a Michigan limited liability company as Assignees (collectively, the “Assignees”), and AMG and Bluewater Corporation, a Michigan corporation, as general partners of Bluewater (collectively, the “General Partners”), pursuant to which REA IV transferred the Bluewater limited partnership interests held by it to the Assignees in exchange for the cancellation by the Assignees of two non-recourse promissory notes, each in the principal amount of $460,000, previously issued by REA IV to the Assignees. The Registrant’s investment balance in Bluewater was zero at December 31, 2012. Exhibits

~~The~~16.1 Letter ~~foregoing~~regarding ~~description~~change ~~is qualified~~ in ~~its~~certifying ~~entirety~~accountant byfrom ~~reference~~Ernst to& ~~the~~Young ~~Agreement, a copy of which is filed as Exhibit 10~~LLP.~~1 to this report.~~

~~Item 2.01 Completion of Acquisition or Disposition of Assets~~SIGNATURE

Pursuant to the ~~terms~~requirements of the ~~Agreement,~~Securities onExchange ~~May~~Act 6,of ~~2013~~1934, ~~REA~~the IVregistrant ~~assigned~~has ~~its~~duly ~~limited~~caused ~~partnership~~this ~~interest~~report ~~in Bluewater~~ to ~~the~~be ~~Assignees~~signed ~~effective~~on asits ofbehalf ~~May~~by 6,the ~~2013.~~undersigned ~~The~~hereunto ~~Registrant~~duly ~~did not receive any proceeds from the sale~~authorized.

~~Item~~REAL ~~9.01~~ESTATE ~~Financial~~ASSOCIATES ~~Statements~~LIMITED ~~and~~VII ~~Exhibits~~By: National Partnership Investments, LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

~~(d) Exhibits~~ DATED: June 13, 2013

10.1 Assignment and Assumption Agreement by and between Real Estate Associates IV, a California general partnership, Joel I. Ferguson, AMG-MGT, LLC, a Michigan limited liability company, and AMG-MGT, LLC and Bluewater Corporation, a Michigan corporation, dated May 6, 2013.

The agreements included as an exhibit to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. The representations and warranties in the applicable agreement have been made solely for the benefit of the other parties to the applicable agreement and:

· in all instances should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, the representations and warranties in the applicable agreement may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

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

REAL ESTATE ASSOCIATES LIMITED VII

By: National Partnership Investments, LLC

General Partner

By: /s/Brian Flaherty

Brian Flaherty

Senior Managing Director

Date: May 8, 2013

Filing Compare · REAL ESTATE ASSOCIATES LTD VII