BOSTON FINANCIAL TAX CREDIT FUND VII LP
10-Q, 1998-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 13, 1998




Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

Re:     Boston Financial Tax Credit Fund VII, A Limited Partnership
        Report on Form 10-Q for Quarter Ended June 30, 1998
        File No. 0-24584



Gentlemen:

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


Very truly yours,


   
/s/Dianne Groark
    
Dianne Groark
Assistant Controller





TC7-Q1.DOC


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q 

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 
1934

(Mark One)

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

For the quarterly period ended                   June 30, 1998

                                       OR

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


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

For Quarter Ended         June 30, 1998      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. EmployerIdentification No.)
       incorporation or organization)


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


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

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                   Yes X No .


<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                TABLE OF CONTENTS




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

Item 1.   Financial Statements

          Balance Sheets - June 30, 1998 (Unaudited)
               and March 31, 1998                                           1

          Statements of Operations (Unaudited) -
               For the Three Months Ended June 30, 1998 and 1997            2

          Statement of Changes in Partners' Equity (Deficiency)
               (Unaudited) - For the Three Months Ended June 30, 1998       3

          Statements of Cash Flows (Unaudited) -
               For the Three Months Ended June 30, 1998 and 1997            4

          Notes to Financial Statements (Unaudited)                         5

Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                7

PART II - OTHER INFORMATION

Items 1-6                                                                   9

SIGNATURE                                                                   10



<PAGE>

                     BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                      
                                                        
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  June 30,            March 31,
                                                                                    1998                1998
                                                                                  (Unaudited)
Assets
<S>                                                                             <C>                <C>          
Cash and cash equivalents                                                       $     382,532      $     375,168
Marketable securities, at fair value                                                3,191,592          3,106,645
Restricted cash                                                                       256,003            252,555
Investments in Local Limited Partnerships (Note 1)                                 27,370,520         28,387,876
Other assets                                                                           43,323             36,064
                                                                                -------------      -------------
       Total Assets                                                             $  31,243,970      $  32,158,308
                                                                                =============      =============


Liabilities and Partners' Equity
Accounts payable to affiliates                                                  $     376,760      $     309,172
Accounts payable and accrued expenses                                                  37,191             63,932
                                                                                -------------      -------------
       Total Liabilities                                                              413,951            373,104
                                                                                -------------      -------------

Commitments (Note 3)

General, Initial and Investor Limited Partners' Equity                             30,818,686         31,779,079
Net unrealized gains on marketable securities                                          11,333              6,125
                                                                                -------------      -------------
       Total Partners' Equity                                                      30,830,019         31,785,204
                                                                                -------------      -------------
       Total Liabilities and Partners' Equity                                   $  31,243,970      $  32,158,308
                                                                                =============      =============
The  accompanying  notes  are an  integral  part of  these financial statements.


</TABLE>

<PAGE>
                         BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                For the Three Months Ended June 30, 1998 and 1997


<TABLE>
<CAPTION>

                                                                                       1998             1997
                                                                                  -------------    -------------
Revenue:
<S>                                                                               <C>              <C>          
   Investment                                                                     $      49,353    $      48,581
   Other                                                                                  7,883           17,342
                                                                                  -------------    -------------
     Total Revenue                                                                       57,236           65,923
                                                                                  -------------    -------------

Expenses:
   General and administrative (includes reimbursements
     to an affiliate in the amounts of $21,383 and $34,147, respectively)                59,903           65,117
   Asset management fee, related party                                                   72,753           71,097
   Amortization                                                                           8,046           11,432
                                                                                  -------------    -------------
     Total Expenses                                                                     140,702          147,646
                                                                                  -------------    -------------

Loss before equity in losses of
   Local Limited Partnerships                                                           (83,466)         (81,723)
Equity in losses of Local Limited Partnerships (Note 1)                                (876,927)        (784,603)
                                                                                  -------------    -------------

Net Loss                                                                          $    (960,393)   $    (866,326)
                                                                                  =============    =============

Net Loss allocated:
   To General Partners                                                            $      (9,604)   $      (8,663)
   To Limited Partners                                                                 (950,789)        (857,663)
                                                                                  -------------    -------------
                                                                                  $    (960,393)   $    (866,326)
                                                                                  =============    =============

Net Loss per Limited Partnership Unit
   (50,930 Units)                                                                 $      (18.67)   $      (16.84)
                                                                                  =============    =============

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



<PAGE>
                       BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                    For the Three Months Ended June 30, 1998
<TABLE>
<CAPTION>



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

<S>              <C> <C>           <C>             <C>          <C>                   <C>            <C>           
Balance at March 31, 1998          $   (126,530)   $ 5,000      $  31,900,609         $   6,125      $   31,785,204

Net change in net unrealized
   gains on marketable securities
   available for sale                         -          -                  -             5,208               5,208

Net Loss                                 (9,604)         -           (950,789)               -             (960,393)
                                   ------------    -------      -------------         ---------      --------------

Balance at June 30, 1998           $   (136,134)   $ 5,000      $  30,949,820         $  11,333      $   30,830,019
                                   ============    =======      =============         =========      ==============

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


<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                For the Three Months Ended June 30, 1998 and 1997


<TABLE>
<CAPTION>

                                                                                      1998               1997
                                                                                  -------------    -------------

<S>                                                                               <C>              <C>           
Net cash used for operating activities                                            $     (41,452)   $     (17,214)
                                                                                  -------------    -------------

Cash flows from investing activities:
    Purchases of marketable securities                                                 (599,248)        (397,672)
    Proceeds from sales and maturities of
       marketable securities                                                            519,129          530,507
    Restricted cash                                                                      (3,448)          (2,866)
    Investments in Local Limited Partnerships                                                 -          (94,000)
    Cash distributions received from Local
       Limited Partnerships                                                             132,383            3,758
                                                                                  -------------    -------------
Net cash provided by investing activities                                                48,816           39,727
                                                                                  -------------    -------------

Net increase in cash and cash equivalents                                                 7,364           22,513

Cash and cash equivalents, beginning of period                                          375,168          373,729
                                                                                  -------------    -------------

Cash and cash equivalents, end of period                                          $     382,532    $     396,242
                                                                                  =============    =============

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

</TABLE>

<PAGE>

                     BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                                        
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements  and notes  thereto  included with the Fund's 10-K for the year ended
March 31, 1998. In the opinion of management, these financial statements include
all adjustments,  consisting only of normal recurring adjustments,  necessary to
present  fairly the Fund's  financial  position and results of  operations.  The
results of operations  for the period may not be indicative of the results to be
expected for the year.

The Managing  General Partner has elected 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 March 31, 1998 and 1997.

1.   Investments in Local Limited Partnerships

The Fund has acquired interests in nineteen Local Limited Partnerships which own
and operate  multi-family  housing  complexes.  The Fund,  as  Investor  Limited
Partner,  pursuant to the various  Local  Limited  Partnership  Agreements,  has
generally  acquired a 99% interest,  with the exception of Springwood which is a
19.80%  interest,  in the  profits,  losses,  tax  credits  and cash  flows from
operations of each of the Local Limited Partnerships. Upon dissolution, proceeds
will be distributed according to each respective partnership agreement.

The following is a summary of Investments in Local Limited  Partnerships at June
30, 1998:

<TABLE>
<CAPTION>

<S>                                                                                                <C>
Capital Contributions paid to Local Limited Partnerships
   and purchase price paid to withdrawing partners of
   Local Limited Partnerships                                                                      $  39,289,152

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $209,547)                                                                  (12,468,475)

Cash distributions received from Local Limited Partnerships                                             (571,170)
                                                                                                   -------------

Investments in Local Limited Partnerships before adjustments                                          26,249,507

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                                       1,252,338

   Accumulated amortization of acquisition fees and expenses                                            (131,325)
                                                                                                   -------------

Investments in Local Limited Partnerships                                                          $  27,370,520
                                                                                                   =============
</TABLE>

The Fund's  share of the net losses of the Local  Limited  Partnerships  for the
three months  ended June 30, 1998 is  $948,174.  For the three months ended June
30, 1998,  the Fund has not recognized  $71,247 of equity in losses  relating to
one Local Limited  Partnership  where  cumulative  equity in losses exceeded its
total investment in the Local Limited Partnership.




<PAGE>
                     BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS(Continued)
                                   (Unaudited)


2.   Effect of Recently Issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The Fund has
adopted the new standard  effective April 1, 1998. The adoption of this standard
had no effect on the Fund's net income or partner's equity.  Comprehensive  loss
was  $955,185  and  $836,847  for the  quarters  ended  June 30,  1998 and 1997,
respectively. Comprehensive loss includes the change in net unrealized gains and
losses on marketable securities available for sale of $5,208 and $29,479 for the
quarters ended June 30, 1998 and 1997, respectively.

3.   Commitments

At June 30, 1998,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local Limited  Partnership  Agreements and
total approximately  $658,000. In addition,  the Fund has set aside $217,000 for
future capital contributions to one Local Limited Partnership.

<PAGE>
                       BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


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


Liquidity and Capital Resources

At June 30, 1998, the Fund had cash and cash  equivalents of $382,532,  compared
with $375,168 at March 31, 1998. The increase is primarily  attributable to cash
distributions  received  from  Local  Limited  Partnerships.  This  increase  is
partially  offset by purchases of  marketable  securities  in excess of proceeds
from sales and  maturities of marketable  securities and cash used for operating
activities.

As of June 30, 1998,  approximately $2,533,000 of marketable securities has been
designated  as Reserves by the  Managing  General  Partner.  The  Reserves  were
established to be used for working capital of the Fund and contingencies related
to the ownership of Local Limited  Partnership  interests.  Management  believes
that the  interest  income  earned on  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  such  funding
appropriate.

At June 30, 1998,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local Limited  Partnership  Agreements and
total approximately  $658,000. In addition,  the Fund has set aside $217,000 for
future capital contributions to one Local Limited Partnership.

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 June 30, 1998,  the Fund had no  contractual  or other
obligation to any Local Limited  Partnership which had not been paid or provided
for, except as described above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional  funds,  the Fund  might deem it in its best  interest  to
voluntarily provide such funds in order to protect its investment. No such event
has occurred to date.

Cash Distributions

No cash distributions were made in the three months ended June 30, 1998.

Results of Operations

The Fund's  results  of  operations  for the three  months  ended June 30,  1998
resulted in a net loss of  $960,393,  as compared to a net loss of $866,326  for
the same period in 1997. The increase in net loss is primary  attributable to an
increase  in equity in losses of Local  Limited  Partnerships  and a decrease in
other revenue.  Equity in losses of Local Limited Partnerships  increased due to
an increase in general  operating  expenses of the Local  Limited  Partnerships,
partially  offset by an increase in rental  revenues  due to an  improvement  in
local  rental  markets.  Other  revenue  decreased  as a result of a decrease in
escrow interest paid to the Fund from Local Limited Partnerships.



<PAGE>
                       BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


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


Property Discussions

The Fund is invested in nineteen Local Limited  Partnerships  which own nineteen
properties  located in twelve states and Puerto Rico. Fifteen of the properties,
consisting of 1574 units,  were new  construction,  and four of the  properties,
consisting of 564 units,  were  rehabilitated.  All  properties  have  completed
construction or rehabilitation and initial lease-up.

As  previously  reported,  Grand  Boulevard  Renaissance,  located  in  Chicago,
Illinois,  has been experiencing operating difficulties and is unable to achieve
debt service  coverage.  These  difficulties  are mainly due to poor collections
from tenants. On April 1, 1998, a new management agent was brought in to monitor
property  operations and increase tenant  collections.  Occupancy as of June 30,
1998 was 93%. The  Managing  General  Partner  will be working  closely with the
Local General Partner and new management agent to monitor operations.

As previously reported, Los Claveles II, located in Trujillio Alto, Puerto Rico,
continues to experience  operating  difficulties  due to ongoing  capital repair
needs and  management  issues.  In 1996,  an affiliate  of the Managing  General
Partner of the Fund  successfully  negotiated  with the Local General  Partners,
lender and local  housing  authority  to replace  the  management  agent for Los
Claveles  II  as  well  as  its  neighboring   property,   Los  Claveles  I.  By
consolidating management, the Managing General Partner feels that it can achieve
greater control over both sites and attain certain  operating  efficiencies that
will benefit both properties.  The new management  agent assumed  responsibility
for the  property  in  December  1996 and has  successfully  obtained  Section 8
subsidy  increases.  The Local General  Partners agreed to step down voluntarily
and will be replaced by an unaffiliated  general partner,  once the workout plan
is approved by the lender.  In addition,  the Local General Partners  executed a
delegation  agreement  which  grants  authority  to an affiliate of the Managing
General  Partner  to  implement  the  capital   improvement  plan  and  complete
negotiations with the lender. Negotiations with the lender are ongoing, however,
no  agreement  has been  reached to date.  The lender  continues to indicate its
willingness to work with the Managing  General  Partner and management  agent to
improve operations and cure defaults.

Oak  Ridge,  located  in  Macon,   Georgia,  has  been  experiencing   operating
difficulties due to low occupancy.  Occupancy as of June 30, 1998 was 64%. A new
on-site  manager was recently  hired to enhance  tenant  screening and marketing
efforts.  The  Managing  General  Partner  will  be  working  closely  with  the
management  agent and Local General Partner to discuss  property  operations and
marketing efforts.

Woods Lane, located in Rogers,  Arkansas, has been suffering from poor occupancy
due to  local  competition.  Occupancy  as of  June  30,  1998  was  55%.  A new
management team was recently hired to step-up the marketing efforts, review rent
concessions, install a resident referral plan and monitor competing rent levels.
In addition,  capital  improvements  have recently been completed  which include
exterior painting,  carpet replacement and landscaping and grounds  improvement.
The Managing  General Partner will closely monitor the new management  agent and
also  review  possible  debt  restructuring.  The  Managing  General  Partner is
currently funding operating deficits.






<PAGE>

                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)




PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)Exhibits - None

                (b)Reports  on Form 8-K - No  reports  on Form  8-K  were  filed
                   during the quarter ended June 30, 1998.



<PAGE>
                       BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


                                    SIGNATURE


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


DATED:  August 13, 1998                BOSTON FINANCIAL TAX CREDIT FUND VII,
                                       A LIMITED PARTNERSHIP


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




                                       /s/Randolph G. Hawthorne
                                       Randolph G. Hawthorne
                                       Managing Director, Vice President and
                                       Chief Operating Officer




<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1999
<PERIOD-END>                                         JUN-30-1998
<CASH>                                               382,532
<SECURITIES>                                         3,191,592
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               000
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       31,243,970<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           30,830,019
<TOTAL-LIABILITY-AND-EQUITY>                         31,243,970<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     57,236<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     140,702<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   000
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (960,393)<F5>
<EPS-PRIMARY>                                        (18.67)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in Total Assets is Investments in Local Limited  Partnerships of $27,370,520,  Restricted cash of $256,003
and Other assets of $43,323.
<F2>Included  in Total  Liabilities and Equity is Accounts  payable to affiliates of $376,760 and Accounts  payable and
accrued expenses of $37,191.
<F3>Total revenue includes Investment of $49,353 and Other of $7,883.
<F4>Included  in Other  Expenses  is Asset  management  fees of  $72,753,  General  and  administrative  of $59,903 and
Amortization of $8,046.
<F5>Net loss reflects Equity in losses of Local Limited Partnerships of $876,927.
</FN>
        

</TABLE>


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