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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 March 31, 2004 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 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)
 (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.  Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]




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S/M Real Estate Fund VII Ltd.



TABLE OF CONTENTS  Balance SheetsStatement of Partners Deficit (unaudited)Statements of Operations (unaudited)Statements of Cash Flows (unaudited)Notes to the Financial StatementsPart I, Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.Part I, Item 3. Quantitative and Qualitative Disclosures About Market RiskPart I, Item 4. Controls and ProceduresPart II Other InformationItems 1-5 Not applicable.Item 6 Exhibits and reports on Form 8-K.SIGNATURESINDEX TO EXHIBITSSection 302 Certification of CEOSection 302 Certification of CFOCertification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350    Table of Contents  
 Balance Sheets At March 31,
    
    At December 31,2004
    
    2003(unaudited)AssetsReal estate held for sale, at cost:Land
    
    $
    962,216
    
    
    $
    9  62,216Building and improvements
    
    
    7,952,091
    
    
    
    7,972,2238,914,307
    
    
    
    8,934,439Less accumulated depreciation
    
    
    (7,360,531
    )
    
    
    (7,397,171
    )1,553,776
    
    
    
    1,537,268Cash and cash equivalents
    
    
    93,577
    
    
    
    117,502Cash held in escrow
    
    
    175,980
    
    
    
    108,506Restricted cash  replacement reserve
    
    
    12,294
    
    
    
    23,689Accounts receivable
    
    
    6,847
    
    
    
    8,711Other assets, net
    
    
    48,174
    
    
    
    61,407Total Assets
    
    $
    1,890,648
    
    
    $
    1,857,083Liabilities and Partners DeficitLiabilities:First mortgage note payable
    
    $
    6,053,048
    
    
    $
    6,073,060Accounts payable:Trade
    
    
    32,917
    
    
    
    35,118Affiliates
    
    
    40,665
    
    
    
    40,665Accrued expenses and other liabilities
    
    
    106,831
    
    
    
    57,625Total Liabilities
    
    
    6,233,461
    
    
    
    6,206,468Partners Deficit:General Partners
    
    
    (130,039
    )
    
    
    (130,105
    )Limited Partners (11,080 units outstanding)
    
    
    (4,212,774
    )
    
    
    (4,219,280
    )Total Partners Deficit
    
    
    (4,342,813
    )
    
    
    (4,349,385
    )Total Liabilities and Partners Deficit
    
    $
    1,890,648
    
    
    $
    1,857,083
 
 Statement of Partners Deficit (unaudited) General
    
    LimitedFor the three months ended March 31, 2004
    
    Partners
    
    Partners
    
    TotalBalance at December 31, 2003
    
    $
    (130,105
    )
    
    $
    (4,219,280
    )
    
    $
    (4,349,385
    )Net income
    
    
    66
    
    
    
    6,506
    
    
    
    6,572Balance at March 31, 2004
    
    $
    (130,039
    )
    
    $
    (4,212,774
    )
    
    $
    (4,342,813
    )
 See accompanying notes to the financial statements. 2




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S/M
Real Estate Fund VII Ltd. 
 Statements of Operations (unaudited) For the three months ended March 31,
    
    2004
    
    2003IncomeRental
    
    $
    363,030
    
    
    $
    343,997Interest and other
    
    
    705
    
    
    
    1,140Total Income
    
    
    363,735
    
    
    
    345,137ExpensesProperty operating
    
    
    214,499
    
    
    
    202,586Interest
    
    
    109,795
    
    
    
    109,939Depreciation and amortization
    
    
    1,528
    
    
    
    106,589General and administrative
    
    
    31,341
    
    
    
    50,589Total Expenses
    
    
    357,163
    
    
    
    469,703Net Income (Loss)
    
    $
    6,572
    
    
    $
    (124,566
    )Net Income (Loss) Allocated:To the General Partners
    
    $
    66
    
    
    $
    (1,246
    )To the Limited Partners
    
    
    6,506
    
    
    
    (123,320
    )$
    6,572
    
    
    $
    (124,566
    )Per Limited Partnership Unit
(11,080 outstanding)
    
    $
    0.59
    
    
    $
    (11.13
    )
 See accompanying notes to the financial statements. 3




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S/M
Real Estate Fund VII Ltd. 
 Statements of Cash Flows (unaudited) For the three months ended March 31,
    
    2004
    
    2003Cash Flows From Operating Activities:Net income (loss)
    
    $
    6,572
    
    
    $
    (124,566
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,528
    
    
    
    106,589Increase (decrease) in cash arising from changes in
operating assets and liabilities:Cash held in escrow
    
    
    (67,474
    )
    
    
    (70,407
    )Accounts receivable
    
    
    1,864
    
    
    
    (555
    )Other assets
    
    
    11,705
    
    
    
    12,073Accounts payable
    
    
    (2,201
    )
    
    
    312Accrued expenses and other liabilities
    
    
    49,206
    
    
    
    50,656Net cash provided by (used in) operating activities
    
    
    1,200
    
    
    
    (25,898
    )Cash Flows From Investing Activities:Decrease in restricted cash  replacement reserve
    
    
    11,395
    
    
    
    12,212Additions to real estate
    
    
    (16,508
    )
    
    
    (12,792
    )Net cash used in investing activities
    
    
    (5,113
    )
    
    
    (580
    )Cash Flows From Financing Activities Payments of principal
on first mortgage note payable
    
    
    (20,012
    )
    
    
    (19,869
    )Net decrease in cash and cash equivalents
    
    
    (23,925
    )
    
    
    (46,347
    )Cash and cash equivalents, beginning of period
    
    
    117,502
    
    
    
    259,663Cash and cash equivalents, end of period
    
    $
    93,577
    
    
    $
    213,316Supplemental Disclosure of Cash Flow Information:Cash paid during the period for interest
    
    $
    109,795
    
    
    $
    109,939
 See accompanying notes to the financial statements. 4




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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 March 31, 2004, the results of operations for the
three months ended March 31, 2004 and 2003, the change in partners deficit for
the three months ended March 31, 2004, and the cash flows for the three months
ended March 31, 2004 and 2003. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year. 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 three months ended March 31, 2004 and 2003, the general partners or
their affiliates were reimbursed for Partnership administrative and operating
expenses, excluding property management fees, in the amounts of $5,578 and
$3,025, respectively. Property management fees earned by an affiliate of the
Partnerships general partners were $14,849 and $14,002 for the three months
ended March 31, 2004 and 2003, respectively. The financial information included in this interim report as of March 31, 2004
and for the three months ended March 31, 2004 and 2003 has been prepared by
management without audit by independent certified public accountants. The
Partnerships 2003 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. No significant events other than mentioned below have occurred subsequent to
fiscal year 2003, and no material contingencies exist which would require
disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph
(a)(5). On February 20, 2004, the Partnership entered into a Purchase and Sale
Agreement with a third party to sell the Fifth Avenue Apartments (the
Property). The initial purchase price for the Property was $8,150,000. The
buyers inspection period ended March 22, 2004, and the parties executed a
First Amendment to the Purchase and Sale Agreement which reduced the purchase
price to $8,065,000. The only remaining condition to closing the sale of the
Property is the receipt of approval from the lender for the assumption by buyer
of the loan secured by the Property. Though there can be no assurance that the
sale will be consummated, the General Partners are anticipating that the sale
will close on or before May 31, 2004. In accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets, the Partnership property is
classified as held for sale. In accordance with SFAS No. 144, assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell, and are no longer depreciated. Therefore, the Partnership
ceased depreciation of the asset as of October 23, 2003, the date the asset was
determined to be held for sale. 5




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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 Fifth Avenue. At March 31, 2004, the balance in
this replacement reserve account was $12,294. Cash and cash equivalents totaled $93,577 at March 31, 2004, compared to
$117,502 at December 31, 2003. The $23,925 decrease is primarily attributable
to debt service payments and payments made to the replacement reserve account
and escrow account, partially offset by the release of restricted cash (see
below). Cash held in escrow increased to $175,980 at March 31, 2004 from $108,506 at
December 31, 2003. The $67,474 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 $12,294 at March 31, 2004,
from $23,689 at December 31, 2003. The $11,395 decrease is attributable to the
release of $23,176 for replacements, offset in part by monthly contributions to
the replacements reserve in accordance with the terms of the loan agreement. Other assets decreased to $48,174 at March 31, 2004, from $61,407 at December
31, 2003. The decrease is primarily due to decreases in prepaid insurance and
the amortization of loan costs. Accounts receivable totaled $6,847 at March 31, 2004, compared to $8,711 at
December 31, 2003. The decrease is primarily attributable to the timing of
tenant rental receipts. Accrued expenses and other liabilities totaled $106,831 at March 31, 2004,
compared to $57,625 at December 31, 2003. The change is primarily attributable
to the timing of payments for real estate taxes. The Partnerships general partners currently expect funds from operations to be
sufficient to pay all obligations for 2004, 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 any such
deficits. Results of Operations Operations resulted in net income of $6,572 for the three-month period ended
March 31, 2004, and net loss of $124,566 for the three-month period ended March
31, 2003. The increase in net income for the three months ended March 31, 2004
from the net loss in the corresponding period in 2003 is primarily attributable
to decreases in depreciation expense and partnership administrative costs. Rental income totaled $363,030 for the three-month period ended March 31, 2004,
compared with $343,997 for the three-month period ended March 31, 2003.
Occupancy at Fifth Avenue averaged approximately 94% and 91% for the
three-month periods ended March 31, 2004 and 2003, respectively. The average
rental income per occupied square foot at Fifth Avenue was $9.21 for the
three-month period ended March 31, 2004, compared to $8.91 for the
corresponding period in 2003. Total expenses for the three-month period ended March 31, 2004 were $357,163
compared to $469,703 for the three-month period ended March 31, 2003. The
decrease is primarily attributable to decreases in depreciation expense and
general and administrative 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-month period ended March 31, 2004 were $214,499 compared
to $202,586 for the three-month period ended March 31, 2003. The increase is
primarily attributable to higher utility costs, apartment major appliance
replacements and office/administrative costs. 6




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S/M
Real Estate Fund VII, Ltd. General and administrative expenses for the three-month period ended March 31,
2004 were $31,341 compared to $50,589 for the three-month period ended March
31, 2003. The decrease is due primarily to lower legal fees offset in part by
increases in audit and other accounting fees. On February 20, 2004, the Partnership entered into a Purchase and Sale
Agreement with a third party to sell the Property. The initial purchase price
for the Property was $8,150,000. The buyers inspection period ended March 22,
2004, and the parties executed a First Amendment to the Purchase and Sale
Agreement which reduced the purchase price to $8,065,000. The only remaining
condition to closing the sale of the Property is the receipt of approval from
the lender for the assumption by buyer of the loan secured by the Property.
Though there can be no assurance that the sale will be consummated, the General
Partners are anticipating that the sale will close on or before May 31, 2004.
In accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long-Lived
Assets, the Partnership property is classified as held for sale. In accordance
with SFAS No. 144, assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell, and are no longer
depreciated. Therefore, the Partnership ceased depreciation of the asset as of
October 23, 2003, the date the asset was determined to be held for sale. 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, 2003. 
 Part I, Item 4. Controls and Procedures As of March 31, 2004, we carried out an evaluation, under the supervision and
with the participation of the chief executive officer and chief financial
officer of our general partner, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(c) under the Securities and Exchange Act of 1934). Based on this
evaluation, the chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective as of March 31, 2004
to provide reasonable assurance that information required to be disclosed by us
in our periodic SEC Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified by the SECs rules and forms, and to
provide reasonable assurance that information required to be disclosed by us is
accumulated and communicated to our management, including the chief executive
officer and chief financial officer or our general partners, as appropriate to
allow timely decisions regarding required disclosure. There were no changes in our internal controls over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended March 31, 2004, that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting. 7




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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 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 on 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, 1998.10.3
    
    Purchase and Sale Agreement between
S/M Real Estate Fund VII, Ltd. and Trivest Residential
LLC, dated February 20, 2004. Reference is made to
Exhibit 10.1 to Partnerships Form 8-K filed with the
Securities and Exchange Commission on March 30, 2004.10.4
    
    First Amendment to Purchase and Sale
Agreement between S/M Real Estate Fund VII, Ltd. and
Trivest Residential LLC, dated March 22, 2004.
Reference is made to Exhibit 10.2 to Partnerships Form
8-K filed with the Securities and Exchange Commission on
March 30, 2004.99.1
    
    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.
 8




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S/M
Real Estate Fund VII, Ltd. 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, 1988.99.3
    
    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.
 (b)
    
    Reports on Form 8-KOn March 30, 2004, the Partnership filed Form 8-K
reporting under Item 5 that on February 20, 2004, the
Partnership entered into a Purchase and Sale Agreement
with a third party to sell the Partnerships apartment
property for $8,150,000. After the buyers inspection
period ended March 22, 2004, the parties executed a First
Amendment to the Purchase and Sale Agreement which reduced
the purchase price to $8,065,000.
 9




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S/M
Real Estate Fund VII, Ltd. 
 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 PartnerDate: May 10, 2004
    
    
    
    BY:
    
    /s/ Richard E. HoffmannName:
    
    Richard E. HoffmannTitle:
    
    Chief Executive Officer, Director, President and TreasurerDate: May 10, 2004
    
    
    
    BY:
    
    /s/ Sandy RobisonName:
    
    Sandy RobisonTitle:
    
    Chief Financial Officer, Vice President,Secretary and Controller
 10




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S/M
Real Estate Fund VII, Ltd. 
 INDEX TO EXHIBITS DocumentNumber
    
    Description2.1
    
    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 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 on 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, 1998.10.3
    
    Purchase and Sale Agreement between S/M Real Estate Fund VII, Ltd. and
Trivest Residential LLC, dated February 20, 2004. Reference is made to
Exhibit 10.1 to Partnerships Form 8-K filed with the Securities and
Exchange Commission on March 30, 2004.10.4
    
    First Amendment to Purchase and Sale Agreement between S/M Real Estate
Fund VII, Ltd. and Trivest Residential LLC, dated March 22, 2004.
Reference is made to Exhibit 10.2 to Partnerships Form 8-K filed with the
Securities and Exchange Commission on March 30, 2004.31.1*
    
    Section 302 Certification of Chief Executive Officer.31.2*
    
    Section 302 Certification of Chief Financial Officer.32.1*
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2*
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.99.1
    
    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.
   * Filed herewith. 11




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S/M
Real Estate Fund VII, Ltd. INDEX TO EXHIBITS (continued) DocumentNumber
    
    Description99.2
    
    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 Partnerships Form 8-K filed with the Securities and
Exchange Commission on December 14, 1998.
 12