<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(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, 2002

                                       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: 0-11779


                         S/M REAL ESTATE FUND VII, LTD.
                         ------------------------------
              Exact Name of Registrant as Specified in its Charter


<Table>
<S>                                                                       <C>
                         Texas                                                         75-1845682
                         -----                                                         ----------
(State or other jurisdiction of incorporation of organization)             (I.R.S. Employer Identification No.)



5520 LBJ Freeway, Suite 500, Dallas, Texas                                                75240
------------------------------------------                                                -----
 (Address of principal executive offices)                                              (Zip code)
</Table>


                                 (972) 404-7100
                                 --------------
              (Registrant's telephone number, including area code)



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>


S/M REAL ESTATE FUND VII, LTD.

================================================================================

BALANCE SHEETS

<Table>
<Caption>
                                                           AT JUNE 30,    AT DECEMBER 31,
                                                               2002            2001
                                                           (UNAUDITED)
                                                          -------------   ---------------
<S>                                                       <C>              <C>
ASSETS
Real estate, at cost:
   Land                                                   $     962,216    $     962,216
   Building and improvements                                  7,949,770        7,971,336
                                                          -------------    -------------
                                                              8,911,986        8,933,552
   Less accumulated depreciation                             (6,893,967)      (6,724,462)
                                                          -------------    -------------
                                                              2,018,019        2,209,090

Cash and cash equivalents                                       323,927          216,234
Cash held in escrow                                             151,058           53,049
Restricted cash - replacement reserve                            12,180          106,371
Accounts receivable                                              10,237            3,846
Other assets, net                                                85,886           57,859
                                                          -------------    -------------

     TOTAL ASSETS                                         $   2,601,307    $   2,646,449
                                                          =============    =============

LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                            $   6,182,377    $   6,218,682
   Accounts payable:
     Trade                                                       18,757           13,470
     Affiliates                                                  40,665           40,665
   Accrued expenses and other liabilities                       131,352           39,991
                                                          -------------    -------------
     Total Liabilities                                        6,373,151        6,312,808
                                                          -------------    -------------
Partners' Deficit:
   General Partners                                            (124,330)        (123,275)
   Limited Partners (11,080 units outstanding)               (3,647,514)      (3,543,084)
                                                          -------------    -------------
     Total Partners' Deficit                                 (3,771,844)      (3,666,359)
                                                          -------------    -------------

     TOTAL LIABILITIES AND PARTNERS' DEFICIT              $   2,601,307    $   2,646,449
                                                          =============    =============
</Table>






STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2002


<Table>
<Caption>
                                                   GENERAL          LIMITED
                                                  PARTNERS          PARTNERS          TOTAL
                                                -------------    -------------    -------------
<S>                                             <C>              <C>              <C>
BALANCE AT DECEMBER 31, 2001                    $    (123,275)   $  (3,543,084)   $  (3,666,359)
Net loss                                               (1,055)        (104,430)        (105,485)
                                                -------------    -------------    -------------

BALANCE AT JUNE 30, 2002                        $    (124,330)   $  (3,647,514)   $  (3,771,844)
                                                =============    =============    =============
</Table>




See accompanying notes to the financial statements.                           2

<PAGE>


S/M REAL ESTATE FUND VII, LTD.

================================================================================

STATEMENTS OF OPERATIONS (UNAUDITED)

<Table>
<Caption>
                                THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                    2002            2001            2002           2001
                                ------------    ------------    ------------    ------------
<S>                             <C>             <C>             <C>             <C>
INCOME
Rental                          $    364,378    $    355,507    $    720,155    $    717,734
Interest and other                     1,068           4,230           2,645           7,566
                                ------------    ------------    ------------    ------------
     Total Income                    365,446         359,737         722,800         725,290
                                ------------    ------------    ------------    ------------
EXPENSES
Property operating                   172,785         162,974         354,044         330,743
Interest                             112,108         113,318         223,311         225,697
Depreciation and amortization        108,128         107,914         216,289         216,994
General and administrative            21,474          17,889          34,641          38,002
                                ------------    ------------    ------------    ------------
     Total Expenses                  414,495         402,095         828,285         811,436
                                ------------    ------------    ------------    ------------
NET LOSS                        $    (49,049)   $    (42,358)   $   (105,485)   $    (86,136)
                                ============    ============    ============    ============

NET LOSS ALLOCATED:
To the General Partners         $       (490)   $       (424)   $     (1,055)   $       (861)
To the Limited Partners              (48,559)        (41,934)       (104,430)        (85,275)
                                ------------    ------------    ------------    ------------
                                $    (49,049)   $    (42,358)   $   (105,485)   $    (86,136)
                                ============    ============    ============    ============
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)            $      (4.38)   $      (3.78)   $      (9.43)   $      (7.70)
                                ============    ============    ============    ============
</Table>




See accompanying notes to the financial statements.                           3

<PAGE>


S/M REAL ESTATE FUND VII, LTD.

================================================================================


STATEMENTS OF CASH FLOWS (UNAUDITED)

<Table>
<Caption>
FOR THE SIX MONTHS ENDED JUNE 30,                                        2002             2001
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                            $    (105,485)   $     (86,136)
Adjustments to reconcile net loss to net cash
provided by operating activities:
   Depreciation and amortization                                          216,289          216,994
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                                  (98,009)        (105,072)
     Accounts receivable                                                   (6,391)           1,434
     Other assets                                                         (31,083)         (16,887)
     Accounts payable                                                       5,287           31,658
     Accrued expenses and other liabilities                                91,361           72,658
                                                                    -------------    -------------
Net cash provided by operating activities                                  71,969          114,649
                                                                    -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in restricted cash - replacement reserve               94,191          (25,374)
Additions to real estate                                                  (22,162)         (16,386)
                                                                    -------------    -------------
Net cash provided by (used in) investing activities                        72,029          (41,760)
                                                                    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
   on first mortgage note payable                                         (36,305)         (33,919)
                                                                    -------------    -------------
Net increase in cash and cash equivalents                                 107,693           38,970
Cash and cash equivalents, beginning of period                            216,234          136,606
                                                                    -------------    -------------
Cash and cash equivalents, end of period                            $     323,927    $     175,576
                                                                    =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                            $     223,311    $     225,697
                                                                    =============    =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Write-off of fully depreciated building and improvements            $      43,728    $      10,123
                                                                    =============    =============
</Table>



See accompanying notes to the financial statements.                           4

<PAGE>


S/M REAL ESTATE FUND VII, LTD.


NOTES TO THE FINANCIAL STATEMENTS

The quarterly unaudited financial statements for S/M Real Estate Fund VII, Ltd.
(the "Partnership") include all normal and recurring adjustments which are, in
the opinion of the general partners, necessary to present a fair statement of
financial position as of June 30, 2002, the results of operations for the three
and six months ended June 30, 2002 and 2001, the change in partners' deficit for
the six months ended June 30, 2002, and the cash flows for the six months ended
June 30, 2002 and 2001. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.

No significant events have occurred subsequent to fiscal year 2001, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).

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 and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from those estimates.

During the six months ended June 30, 2002 and 2001, the general partners or
their affiliates were reimbursed for Partnership administrative and operating
expenses, excluding property and construction management fees, in the amounts of
$5,771 and $5,336, respectively. Property management fees earned by an affiliate
of the Partnership's general partners were $28,829 and $28,638 for the six
months ended June 30, 2002 and 2001, respectively.

The financial information included in this interim report as of June 30, 2002
and for the three and six months ended June 30, 2002 and 2001 has been prepared
by management without audit by independent and certified public accountants. The
Partnership's 2001 annual report contains audited financial statements including
the notes to the financial statements and should be read in conjunction with the
financial information contained in this interim report.

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144), establishing financial
accounting and reporting for the impairment or disposal of long-lived assets.
The provisions of SFAS 144 were effective for the Partnership on January 1,
2002. The implementation of SFAS 144 on January 1, 2002 had no effect on the
Partnership's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections."
The main provisions of this statement address the classification of debt
extinguishments and accounting for certain lease transactions. Implementation of
this statement is expected to have no impact on the financial statements of the
Partnership.


                                                                               5
<PAGE>


S/M REAL ESTATE FUND VII, LTD.


PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Liquidity and Capital Resources

Under the terms of the Partnership's loan agreement, the Partnership is required
to make fixed monthly payments of principal and interest in the amount of
$43,269 until maturity on January 1, 2009, at which time the entire outstanding
principal balance and accrued interest is due. Under the terms of the loan
agreement, the Partnership is required to make monthly contributions of $3,905
which are held by the lender pending application for the completion of certain
required repairs to the Fifth Avenue property. At June 30, 2002, the balance in
this replacement reserve account was $12,180.

Cash and cash equivalents totaled $323,927 at June 30, 2002, compared to
$216,234 at December 31, 2001. The $107,693 increase is primarily attributable
to cash provided by operations and the release of restricted cash (see below)
partially offset by debt service payments and payments made to the replacement
reserve account and escrow account.

Cash held in escrow increased to $151,058 at June 30, 2002, from $53,049 at
December 31, 2001. The $98,009 increase is attributable to contributions to the
insurance and real estate tax escrow as required by the Partnership's loan
agreement.

Restricted cash replacement reserve decreased to $12,180 at June 30, 2002, from
$106,371 at December 31, 2001. The $94,191 decrease is attributable to the
release of $118,068 for replacements and completed required lender repairs,
offset in part by monthly contributions to the replacements reserve in
accordance with the terms of the loan agreement.

Other assets increased to $85,886 at June 30, 2002, from $57,859 at December 31,
2001. The increase is primarily due to increases in prepaid insurance which was
partially offset by the amortization of loan costs.

Accounts receivable totaled $10,237 at June 30, 2002, compared to $3,846 at
December 31, 2001. The increase is primarily attributable to the timing of
tenant rental receipts. Accounts payable totaled $18,757 at June 30, 2002,
compared to $13,470 at December 31, 2001.

Accrued expenses and other liabilities totaled $131,352 at June 30, 2002,
compared to $39,991 at December 31, 2001. The change is primarily attributable
to the timing of payments for real estate taxes and partnership administrative
costs.

The Partnership's general partners currently expect funds from operations to be
sufficient to pay all obligations for 2002, including debt service. In the event
of any cash flow deficits, it is expected that such deficits will be funded by
the Partnership's existing cash balances. However, there can be no assurance
that the Partnership will have sufficient cash to fund such deficits.

Results of Operations

Operations resulted in net losses of $49,049 and $105,485 for the three and
six-month periods ended June 30, 2002, respectively, compared with net losses of
$42,358 and $86,136 for the three and six-month periods ended June 30, 2001,
respectively. The increased net loss for the three and six-months ended June 30,
2002 from the corresponding periods in 2001 are primarily attributable to
increases in property operating expenses.

Rental income totaled $364,378 and $720,155 for the three and six-month periods
ended June 30, 2002, respectively, compared to $355,507 and $717,734,
respectively, for the corresponding periods in 2001. Occupancy at Fifth Avenue
averaged approximately 97% and 96% for the three and six-month periods ended
June 30, 2002, respectively, compared to 95% for both the three and six-month
periods ended June 30, 2001, respectively. The average rental income per
occupied square foot at Fifth Avenue was $8.91 and $8.83 for the three and six
months ended June 30, 2002, respectively, compared to $8.93 and $8.96,
respectively, for the corresponding periods in 2001.


                                                                               6
<PAGE>

S/M REAL ESTATE FUND VII, LTD.


Total expenses for the three and six-month periods ended June 30, 2002 were
$414,495 and $828,285, respectively, compared to $402,095 and $811,436,
respectively, for the three and six-month periods ended June 30, 2001. The
increases for the three and six-months ended June 30, 2002 from the
corresponding periods in 2001 are primarily attributable to increases in
property operating expenses.

Property operating expenses consist primarily of on-site personnel expenses,
utility costs, repair and maintenance costs, property management fees,
advertising costs, insurance and real estate taxes. Property operating expenses
for the three and six-month periods ended June 30, 2002 were $172,785 and
$354,044, respectively, compared to $162,974 and $330,743, respectively, for the
three and six-month periods ended June 30, 2001. The increases for the 2002
periods primarily are attributable to higher utility costs, property insurance
costs and real estate taxes.

General and administrative expenses for the three and six-month periods ended
June 30, 2002 were $21,474 and $34,641, respectively, compared to $17,889 and
$38,002, respectively, for the three and six-month periods ended June 30, 2001.

General

Words or phrases when used in this Form 10-Q or other filings with the
Securities and Exchange Commission, such as "does not believe" and "believes,"
or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.


PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the information related to the market
risk of the Partnership since December 31, 2001.


                                                                               7
<PAGE>

S/M REAL ESTATE FUND VII, LTD.



PART II                    OTHER INFORMATION

ITEMS 1-5                  Not applicable.

ITEM 6                     Exhibits and reports on Form 8-K.

                           (a) Exhibits -

                           2.1      Voluntary Petition of Shearson-Murray Real
                                    Estate Fund VII, Ltd. to commence a case
                                    under Chapter 11 of the Federal Bankruptcy
                                    Code in the United States Bankruptcy Court
                                    for the Western District of Texas-Austin
                                    Division, as filed on June 6, 1989.
                                    Reference is made to Exhibit 2a to the
                                    Partnership's Annual Report on Form 10-K
                                    filed with the Securities and Exchange
                                    Commission on June 14, 1989.

                           2.2      Modified First Amended Plan of
                                    Reorganization of Shearson-Murray Real
                                    Estate Fund VII, Ltd. in the United States
                                    Bankruptcy Court for the Western District of
                                    Texas-Austin Division Case No. 89-11662-LC
                                    filed February 20, 1990. Reference is made
                                    to the Partnership's Annual Report on Form
                                    10-K filed with the Securities and Exchange
                                    Commission on April 12, 1990.

                           3        Agreement of Limited Partnership of
                                    Shearson-Murray Real Estate Fund VII, Ltd.,
                                    as amended as of September 30, 1983.
                                    Reference is made to Partnership's Form 8-K
                                    filed with the Securities and Exchange
                                    Commission on October 26, 1983. Reference is
                                    made to Exhibit A to the Prospectus dated
                                    June 10, 1983 contained in Amendment No. 3
                                    to Partnership's Form S-11 Registration
                                    Statement filed with the Securities and
                                    Exchange Commission June 10, 1983.

                           10.1     Assignment and Assumption Agreement between
                                    Murray Management Corporation and Anterra
                                    Management Corporation for property
                                    management and leasing services dated
                                    January 1, 1990. Reference is made to
                                    Exhibit 10u to the Partnership's Annual
                                    Report on Form 10-K filed with the
                                    Securities and Exchange Commission May 15,
                                    1990.

                           10.2     Loan Agreement between S/M Real Estate Fund
                                    VII, Ltd. and General Electric Capital
                                    Corporation, dated December 3, 1998.
                                    Reference is made to Exhibit 10.1 to
                                    Partnership's Form 8-K filed with the
                                    Securities and Exchange Commission on
                                    December 14, 1998.

                           99.1     Pages A-16 to A-18 of Exhibit A to the
                                    Prospectus dated June 10, 1983, contained in
                                    Amendment No. 3 to Partnership's Form S-11
                                    Registration Statement filed with the
                                    Securities and Exchange Commission on June
                                    10, 1983. Reference is made to Exhibit 28a
                                    to the Partnership's Annual Report on Form
                                    10-K filed with the Securities and Exchange
                                    Commission on May 12, 1988.

                           99.2     Pages 10-18 of the Prospectus dated June 10,
                                    1983, contained in Amendment No. 3 to
                                    Partnership's Form S-11 Registration
                                    Statement filed with the Securities and
                                    Exchange Commission on June 10, 1983.
                                    Reference is made to Exhibit 28b to the
                                    Partnership's Annual Report on Form 10-K
                                    filed with the Securities and Exchange
                                    Commission on May 12, 1988.


                                                                               8
<PAGE>

S/M REAL ESTATE FUND VII, LTD.


                           99.3     Compromise Settlement Agreement between S/M
                                    Real Estate Fund VII, Ltd. and Federal
                                    National Mortgage Association, dated May 6,
                                    1996. Reference is made to Exhibit 99.1 to
                                    the Partnership's Quarterly Report on Form
                                    10-Q for the quarter ended June 30, 1996
                                    filed with the Securities and Exchange
                                    Commission.

                           99.4     $5,830,000 Multifamily Note and Addendum,
                                    dated May 30, 1996. Reference is made to
                                    Exhibit 99.2 to the Partnership's Quarterly
                                    Report on Form 10-Q for the quarter ended
                                    June 30, 1996 filed with the Securities and
                                    Exchange Commission.

                           99.5     $681,142 Subordinate Multifamily Note and
                                    Addendum, dated May 30, 1996. Reference is
                                    made to Exhibit 99.3 to the Partnership's
                                    Quarterly Report on Form 10-Q for the
                                    quarter ended June 30, 1996 filed with the
                                    Securities and Exchange Commission.

                           99.6     $6,400,000 Promissory Note, dated December
                                    3, 1998. Reference is made to Exhibit 99.1
                                    of the Partnership's Form 8-K filed with the
                                    Securities and Exchange Commission on
                                    December 14, 1998.

                           99.7     Certification Pursuant to 18 U.S.C. Section
                                    1350, as Adopted Pursuant to Section 906 of
                                    the Sarbanes-Oxley Act of 2002.

                           99.8     Certification Pursuant to 18 U.S.C. Section
                                    1350, as Adopted Pursuant to Section 906 of
                                    the Sarbanes-Oxley Act of 2002.

                           (b) Reports on Form 8-K - No reports on Form 8-K were
                               filed during the quarter ended June 30, 2002.



                                                                               9
<PAGE>



                                   SIGNATURES



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.



                                            S/M REAL ESTATE FUND VII, LTD.

                                    BY:     SM7 APARTMENT INVESTORS INC.
                                            General Partner


Date: August 9, 2002                        BY:    /s/ Richard E. Hoffmann
                                                   ----------------------------
                                            Name:  Richard E. Hoffmann
                                            Title: Director, President
                                                   and Treasurer


Date: August 9, 2002                        BY:    /s/ Sandy Robison
                                                   ----------------------------
                                            Name:  Sandy Robison
                                            Title: Chief Financial Officer,
                                                   Vice President,
                                                   Secretary and Controller


                                                                              10
<PAGE>


                                INDEX TO EXHIBITS


<Table>
<Caption>
DOCUMENT
 NUMBER           DESCRIPTION
--------          -----------
<S>               <C>
 2.1              Voluntary Petition of Shearson-Murray Real Estate Fund VII,
                  Ltd. to commence a case under Chapter 11 of the Federal
                  Bankruptcy Code in the United States Bankruptcy Court for the
                  Western District of Texas-Austin Division, as filed on June 6,
                  1989. Reference is made to Exhibit 2a to the Partnership's
                  Annual Report on Form 10-K filed with the Securities and
                  Exchange Commission on June 14, 1989.

 2.2              Modified First Amended Plan of Reorganization of
                  Shearson-Murray Real Estate Fund VII, Ltd. in the United
                  States Bankruptcy Court for the Western District of
                  Texas-Austin Division Case No. 89-11662-LC filed February 20,
                  1990. Reference is made to the Partnership's Annual Report on
                  Form 10-K filed with the Securities and Exchange Commission on
                  April 12, 1990.

 3               Agreement of Limited Partnership of Shearson-Murray Real
                  Estate Fund VII, Ltd., as amended as of September 30, 1983.
                  Reference is made to Partnership's Form 8-K filed with the
                  Securities and Exchange Commission on October 26, 1983.
                  Reference is made to Exhibit A to the Prospectus dated June
                  10, 1983 contained in Amendment No. 3 to Partnership's Form
                  S-11 Registration Statement filed with the Securities and
                  Exchange Commission on June 10, 1983.

10.1              Assignment and Assumption Agreement between Murray Management
                  Corporation and Anterra Management Corporation for property
                  management and leasing services dated January 1, 1990.
                  Reference is made to Exhibit 10u to the Partnership's Annual
                  Report on Form 10-K filed with the Securities and Exchange
                  Commission May 15, 1990.

10.2              Loan Agreement between S/M Real Estate Fund VII, Ltd. and
                  General Electric Capital Corporation, dated December 3, 1998.
                  Reference is made to Exhibit 10.1 to Partnership's Form 8-K
                  filed with the Securities and Exchange Commission on December
                  14, 1998.

99.1              Pages A-16 to A-18 of Exhibit A to the Prospectus dated June
                  10, 1983, contained in Amendment No. 3 to Partnership's Form
                  S-11 Registration Statement filed with the Securities and
                  Exchange Commission on June 10, 1983. Reference is made to
                  Exhibit 28a to the Partnership's Annual Report on Form 10-K
                  filed with the Securities and Exchange Commission on May 12,
                  1988.

99.2              Pages 10-18 of the Prospectus dated June 10, 1983, contained
                  in Amendment No. 3 to Partnership's Form S-11 Registration
                  Statement filed with the Securities and Exchange Commission on
                  June 10, 1983. Reference is made to Exhibit 28b to the
                  Partnership's Form 10-K filed with the Securities and Exchange
                  Commission on May 12, 1988.

99.3              Compromise Settlement Agreement between S/M Real Estate Fund
                  VII, Ltd. and Federal National Mortgage Association, dated May
                  6, 1996. Reference is made to Exhibit 99.1 to the
                  Partnership's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996 filed with the Securities and Exchange
                  Commission.

99.4              $5,830,000 Multifamily Note and Addendum, dated May 30, 1996.
                  Reference is made to Exhibit 99.2 to the Partnership's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1996 filed with the Securities and Exchange Commission.

99.5              $681,142 Subordinate Multifamily Note and Addendum, dated May
                  30, 1996. Reference is made to Exhibit 99.3 to the
                  Partnership's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996 filed with the Securities and Exchange
                  Commission.

99.6              $6,400,000 Promissory Note, dated December 3, 1998. Reference
                  is made to Exhibit 99.1 of the Registrant's Form 8-K filed
                  with the Securities and Exchange Commission on December 14,
                  1998.

99.7              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.8              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


</Table>



                                                                              11