UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~October~~December 331, 2013

REAL ESTATE ASSOCIATES LIMITED VII

(Exact name of registrant as specified in its charter)


California		0-13810	95-3290316
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
Incorporation)			Identification No.)

	P.O. Box 91274 Los Angeles, California 90009
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (720) 387-8135

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201

~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

Real Estate Associates Limited VII, a California limited partnership (the “~~Partnership~~Registrant”), ~~announced~~held ~~that~~a 99% limited partnership interest in Newton Apartments, ~~effective~~Ltd., ~~October~~a 3Mississippi limited partnership (the “Partnership”). On December 31, 2013, ~~Mr.~~the ~~Edward~~Registrant ~~Schmidt~~entered ~~has~~into ~~resigned~~an asAssignment and Assumption Agreement (the ~~Director~~“Assignment ofAgreement”) ~~Reporting~~by and among the ~~equivalent~~Registrant, ofRosewood ~~chief~~Apartments ~~financial~~Operating, ~~officer~~LLC, a California limited liability company, the General Partner of the Partnership (“Rosewood”), Herbert B. Ivison, Jr., an individual and ~~will~~H.I. ~~continue~~Family, LLC, a Mississippi limited liability company (together with Mr. Ivison, the “Assignees”), pursuant to ~~serve~~which Registrant and Rosewood assigned 100% of their interests in ~~various~~the ~~roles~~Partnership ~~with~~to the ~~corporate~~Assignees ~~general~~in ~~partner~~exchange for a payment of $5,000. Following such payment, the Registrant no longer held any interest in the Partnership and had no rights, obligations or liabilities related thereto.

~~Additionally,~~Item ~~effective October 3, 2013, the sole member of the corporate general partner of the Partnership has appointed Mr~~2. Joseph Dryden as the Director of Reporting of the general partner of the Partnership and of Bethesda Holdings, II, LLC, and the Chief Financial Officer of the Partnership. Since August 1, 2013, Mr. Dryden has worked with McGrath Investment Management, LLC, most recently as CFO. Mr. Dryden joins the Partnertship from Republic-Financial, a multinational finance and private equity firm he joined in March 2010, where he served as Republic’s Corporate Controller. As the Corporate Controller, Mr. Dryden was responsible for the development and management of highly complex multi-level consolidated audited financial statements. Prior to Republic, Mr. Dryden was the CFO for Decision Display, a Denver based audio visual company specializing in high tech command centers and control rooms he joined in 2005. In this role Mr. Dryden was responsible for all accounting and finance functions including all financial reporting, detailed cash management and forecasting and also managed the company’s banking relationships. Additionally, [from 2007 to2010 Mr. Dryden was the President of Dryden Consulting, an accounting and management consulting firm specializing in GAAP and SEC reporting, internal and external audit assistance and Sarbanes-Oxley compliance. Dryden Consulting’s client list included 1st Data, AIMCO, Crocs, Woodward Governor, McData, and several other large publicly traded companies. Mr. Dryden’s expertise in GAAP financial reporting, SEC reporting, cash management and process improvement will enable him to create immediate value for the company. Mr. Dryden received a Bachelor of Arts Degree in Accounting from Clarke University in 1984.01

1Completion of Acquisition or Disposition of Assets.

~~SIGNATURE~~Pursuant to the terms of the Assignment Agreement, on December 31, 2013, the registrant transferred all of its interests in the Partnership to H.I. Family, LLC. These interests represented all of the remaining Local Limited Partnership assets held by the Registrant.

~~Pursuant~~As toa result of the ~~requirements~~transfer of the ~~Securities~~Registrant’s ~~Exchange~~interests ~~Act~~in ofthe ~~1934~~Partnership, the ~~registrant~~Registrant ~~has~~received ~~duly~~approximately ~~caused~~$5,000 ~~this~~in ~~report~~consideration, all of which is intended to be ~~signed~~used onby ~~its~~the ~~behalf~~Registrant byfor the ~~undersigned~~payment ~~hereunto~~of ~~duly~~outstanding ~~authorized~~payables and deferred management fees owed by the Registrant.

~~REAL ESTATE ASSOCIATES LIMITED VII By: National Partnership Investments, LLC Corporate General Partner By: /s/ Brian Flaherty Brian Flaherty Senior Managing Director~~1

~~DATED: October 4, 2013~~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 Corporate General Partner By: /s/ Joseph Dryden
	Joseph Dryden
	V.P. of Finance/CFO

DATED: January 6, 2013

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