<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 SEPTEMBER 30, 2001

                                       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


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



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

                                 (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 SEPTEMBER 30,     AT DECEMBER 31,
                                                             2001                2000
                                                      (UNAUDITED)
                                                 ----------------    ----------------
<S>                                              <C>                 <C>
ASSETS
Real estate, at cost:
   Land                                          $        962,216    $        962,216
   Building and improvements                            7,963,229           7,944,151
                                                 ----------------    ----------------
                                                        8,925,445           8,906,367
   Less accumulated depreciation                       (6,618,337)         (6,308,560)
                                                 ----------------    ----------------
                                                        2,307,108           2,597,807

Cash and cash equivalents                                 194,829             136,606
Cash held in escrow                                       190,521              60,870
Restricted cash - replacement reserve                      93,760              55,621
Accounts receivable                                         7,832               5,451
Other assets                                               66,994              61,821
                                                 ----------------    ----------------
     TOTAL ASSETS                                $      2,861,044    $      2,918,176
                                                 ================    ================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                   $      6,234,508    $      6,283,959
   Accounts payable:
     Trade                                                 11,317               6,605
     Affiliates                                            40,665              40,960
   Accrued expenses and other liabilities                 194,364              46,617
                                                 ----------------    ----------------
     Total Liabilities                                  6,480,854           6,378,141
                                                 ----------------    ----------------
Partners' Deficit:
   General Partners                                      (122,809)           (121,211)
   Limited Partners (11,080 units outstanding)         (3,497,001)         (3,338,754)
                                                 ----------------    ----------------
     Total Partners' Deficit                           (3,619,810)         (3,459,965)
                                                 ----------------    ----------------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT     $      2,861,044    $      2,918,176
                                                 ================    ================
</Table>


STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

<Table>
<Caption>
                                     GENERAL         LIMITED
                                    PARTNERS        PARTNERS           TOTAL
                                ------------    ------------    ------------
<S>                             <C>             <C>             <C>
BALANCE AT DECEMBER 31, 2000    $   (121,211)   $ (3,338,754)   $ (3,459,965)
Net loss                              (1,598)       (158,247)       (159,845)
                                ------------    ------------    ------------
BALANCE AT SEPTEMBER 30, 2001   $   (122,809)   $ (3,497,001)   $ (3,619,810)
                                ============    ============    ============
</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 SEPTEMBER 30,      NINE MONTHS ENDED SEPTEMBER 30,
                                           2001               2000               2001               2000
                                   ------------       ------------       ------------       ------------
<S>                                <C>                <C>                <C>                <C>
INCOME
Rental                             $    365,812       $    342,481       $  1,083,546       $  1,020,589
Interest and other                        4,244              5,122             11,810             13,811
                                   ------------       ------------       ------------       ------------
     Total Income                       370,056            347,603          1,095,356          1,034,400
                                   ------------       ------------       ------------       ------------
EXPENSES
Property operating                      202,055            195,977            532,798            541,946
Interest                                114,276            115,434            339,973            344,596
Depreciation and amortization           107,491            107,984            324,485            317,575
General and administrative               19,943             16,831             57,945             50,899
                                   ------------       ------------       ------------       ------------
     Total Expenses                     443,765            436,226          1,255,201          1,255,016
                                   ------------       ------------       ------------       ------------
NET LOSS                           $    (73,709)      $    (88,623)      $   (159,845)      $   (220,616)
                                   ============       ============       ============       ============
NET LOSS ALLOCATED:
To the General Partners            $       (737)      $       (886)      $     (1,598)      $     (2,206)
To the Limited Partners                 (72,972)           (87,737)          (158,247)          (218,410)
                                   ------------       ------------       ------------       ------------
                                   $    (73,709)      $    (88,623)      $   (159,845)      $   (220,616)
                                   ============       ============       ============       ============
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)               $      (6.59)      $      (7.92)      $     (14.28)      $     (19.71)
                                   ============       ============       ============       ============
</Table>



See accompanying notes to the financial statements.



                                                                               3
<PAGE>

S/M REAL ESTATE FUND VII, LTD.

<Table>
<Caption>
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,                              2001          2000
                                                               ----------    ----------
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $ (159,845)   $ (220,616)
Adjustments to reconcile net loss to net cash
provided by operating activities:
   Depreciation and amortization                                  324,485       317,575
   Loss on retirement of asset                                         --        28,602
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                         (129,651)     (131,981)
     Accounts receivable                                           (2,381)       (6,001)
     Other assets                                                  (9,758)       (3,028)
     Accounts payable                                               4,417        (1,254)
     Accrued expenses and other liabilities                       147,747       129,525
                                                               ----------    ----------
Net cash provided by operating activities                         175,014       112,822
                                                               ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in restricted cash - replacement reserve                 (38,139)       (3,745)
Additions to real estate                                          (29,201)     (155,804)
                                                               ----------    ----------
Net cash used in investing activities                             (67,340)     (159,549)
                                                               ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
   on first mortgage note payable                                 (49,451)      (44,828)
                                                               ----------    ----------
Net increase (decrease) in cash and cash equivalents               58,223       (91,555)
Cash and cash equivalents, beginning of period                    136,606       203,840
                                                               ----------    ----------
Cash and cash equivalents, end of period                       $  194,829    $  112,285
                                                               ==========    ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                       $  339,973    $  344,596
                                                               ==========    ==========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Write-off of fully depreciated building improvements           $   10,123    $   18,567
                                                               ==========    ==========
</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 management, necessary to present a fair statement of financial
position as of September 30, 2001, the results of operations for the three and
nine months ended September 30, 2001 and 2000, the cash flows for the nine
months ended September 30, 2001 and 2000, and the change in partners' deficit
for the nine months ended September 30, 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 2000, 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 nine months ended September 30, 2001 and 2000, the General Partners
or their affiliates were reimbursed for Partnership administrative and operating
expenses, excluding property and construction management fees, in the amounts of
$7,730 and $7,655, respectively. Property and construction management fees
earned by an affiliate of the Partnership's General Partners were $43,420 and
$47,150 for the nine months ended September 30, 2001 and 2000, respectively.

The financial information included in this interim report as of September 30,
2001 and for the three and nine months ended September 30, 2001 and 2000 has
been prepared by management without audit by independent public accountants. The
Partnership's 2000 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 of 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 are effective for fiscal years beginning after
December 15, 2001. The Partnership is currently assessing the impact of such
adoption and currently believes the effect, if any, will not be material to the
Partnership's financial position or operating results.

On August 15, 2001 the Partnership received from the lender notice of technical
default for non-completion of certain required repairs to the Fifth Avenue
property under the terms of the Loan Agreement. Management has received
contractor bids for the remaining repairs and such repairs are anticipated to be
completed by the end of 2001. The lender has advised that it does not intend to
take any further action with respect to this technical default pending the
completion of the required repairs by the end of 2001.




                                                                               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 with General Electric
Capital Corporation (the "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 September 30, 2001, the balance in this
replacement reserve account was $93,760.

Cash and cash equivalents totaled $194,829 at September 30, 2001, compared to
$136,606 at December 31, 2000. The $58,223 increase is primarily attributable to
cash provided by operations offset by debt service payments and payments made to
the replacement reserve account.

Cash held in escrow increased to $190,521 at September 30, 2001, from $60,870 at
December 31, 2000. The $129,651 increase is primarily attributable to
contributions to the insurance and real estate tax escrow as required by the
Loan Agreement.

Accounts receivable totaled $7,832 at September 30, 2001, compared to $5,451 at
December 31, 2000. Accounts payable trade totaled $11,317 at September 30, 2001,
compared to $6,605 at December 31, 2000. The increase in accounts payable trade
is primarily attributable to the timing of payments associated with repairs and
maintenance for apartment preparation.

Accrued expenses and other liabilities totaled $194,364 at September 30, 2001,
compared to $46,617 at December 31, 2000. The change is primarily attributable
to the timing of payments for insurance, real estate taxes and administrative
costs.

The Partnership's General Partners currently expect funds from operations to be
sufficient to pay all obligations for 2001, 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 $73,709 and $159,845 for the three and
nine-month periods ended September 30, 2001, respectively, compared with net
losses of $88,623 and $220,616 for the three and nine-month periods ended
September 30, 2000, respectively. The decreases for the three and nine-months
ended September 30, 2001 from the corresponding periods in 2000 are primarily
attributable to increases in rental income.

Rental income totaled $365,812 and $1,083,546 for the three and nine-month
periods ended September 30, 2001, respectively, compared to $342,481 and
$1,020,589, respectively, for the corresponding periods in 2000. Occupancy at
Fifth Avenue averaged approximately 98% and 96% for the three and nine-month
periods ended September 30, 2001, respectively, compared to 93% for both the
three and nine-month periods ended September 30, 2000, respectively. The average
rental income per occupied square foot at Fifth Avenue was $8.85 and $8.92 for
the three and nine months ended September 30, 2001, respectively, compared to
$8.78 and $8.74, respectively, for the corresponding periods in 2000. The
increase in the average rental income per occupied square foot in 2001 is
primarily attributable to increases in rental rates and a decrease in rental
concessions.



                                                                               6
<PAGE>

S/M REAL ESTATE FUND VII, LTD.

Total expenses for the three and nine-month periods ended September 30, 2001
were $443,765 and $1,255,201, respectively, compared to $436,226 and $1,255,016,
respectively, for the three and nine-month periods ended September 30, 2000. The
increase for the three months ended September 30, 2001 from the corresponding
period in 2000 is primarily attributable to an increase 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 nine-month periods ended September 30, 2001 were $202,055 and
$532,798, respectively, compared to $195,977 and $541,946, respectively, for the
three and nine-month periods ended September 30, 2000. The increase for the
three months ended September 30, 2001 from the corresponding period in 2000 is
primarily attributable to an increase in real estate taxes. The decrease for the
nine months ended September 30, 2001 is primarily attributable to lower repairs
and maintenance costs for apartment preparation and the incurrence in 2000 of a
loss on retirement of assets of $28,602, offset in part by increases in property
insurance and real estate taxes.

General and administrative expenses for the three and nine-month periods ended
September 30, 2001 were $19,943 and $57,945, respectively, compared to $16,831
and $50,899, respectively, for the three and nine-month periods ended September
30, 2000. The increase for the three and nine-month periods in 2001 is primarily
related to higher professional expenses.

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, 2000.



                                                                               7
<PAGE>
S/M REAL ESTATE FUND VII, LTD.


PART II                    OTHER INFORMATION

ITEMS 1-4                  Not applicable.

ITEM 5                     Other

                           On August 15, 2001 the Partnership received from the
                           lender notice of technical default for non-completion
                           of certain required repairs to the Fifth Avenue
                           property under the terms of the Loan Agreement.
                           Management has received contractor bids for the
                           remaining repairs and such repairs are anticipated to
                           be completed by the end of 2001. The lender has
                           advised that it does not intend to take any further
                           action with respect to this technical default pending
                           the completion of the required repairs by the end of
                           2001.

ITEM 6                     Exhibits and reports on Form 8-K.

                           (a) Exhibits -

                           2a       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.

                           2b       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.

                           10a      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.

                           10b      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.

                           28a      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.



                                                                               8
<PAGE>
S/M REAL ESTATE FUND VII, LTD.


                           28b      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.

                           99a      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.

                           99b      $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.

                           99c      $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.

                           99d      $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.

                           (b) Reports on Form 8-K - No reports on Form 8-K were
                               filed during the quarter ended September 30,
                               2001.



                                                                               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.
                                        A General Partner


Date: November 13, 2001                 BY:    /s/ Richard E. Hoffmann
                                               -------------------------------
                                        Name:  Richard E. Hoffmann
                                        Title: Director, President and Treasurer



Date: November 13, 2001                 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>
2a                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.

2b                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.

10a               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.

10b               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.

28a               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.

28b               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.

99a               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.

99b               $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.

99c               $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.

99d               $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.
</Table>



                                                                              11