<PAGE>   1
                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, 2000

                                       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
of incorporation of organization)                         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.
                                 Yes X   No
                                    ---     ---

<PAGE>   2

S/M REAL ESTATE FUND VII, LTD.

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    AT JUNE 30,     AT DECEMBER 31,
                                                       2000              1999
                                                   (UNAUDITED)
                                                   ------------      ------------
<S>                                                <C>               <C>
ASSETS
Real estate, at cost:
   Land                                            $    962,216      $    962,216
   Building and improvements                          7,890,916         7,863,701
                                                   ------------      ------------
                                                      8,853,132         8,825,917
   Less accumulated depreciation                     (6,095,694)       (5,941,608)
                                                   ------------      ------------
                                                      2,757,438         2,884,309

Cash and cash equivalents                               142,480           203,840
Cash held in escrow                                     154,869            54,365
Restricted cash - replacement reserve                    46,352            39,414
Accounts receivable                                       6,874             5,097
Other assets                                             54,884            69,716
                                                   ------------      ------------
     TOTAL ASSETS                                  $  3,162,897      $  3,256,741
                                                   ============      ============

LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                     $  6,312,979      $  6,343,433
   Accounts payable:
     Trade                                               32,084            19,022
     Affiliates                                          42,165            51,354
   Accrued expenses and other liabilities               111,590            46,860
                                                   ------------      ------------
     Total Liabilities                                6,498,818         6,460,669
                                                   ------------      ------------
Partners' Deficit:
   General Partners                                    (119,971)         (118,651)
   Limited Partners (11,080 units outstanding)       (3,215,950)       (3,085,277)
                                                   ------------      ------------
     Total Partners' Deficit                         (3,335,921)       (3,203,928)
                                                   ------------      ------------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT       $  3,162,897      $  3,256,741
                                                   ============      ============
</TABLE>

STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000

<TABLE>
<CAPTION>
                                   GENERAL           LIMITED
                                   PARTNERS          PARTNERS            TOTAL
                                 ------------      ------------      ------------
<S>                              <C>               <C>               <C>
BALANCE AT DECEMBER 31, 1999     $   (118,651)     $ (3,085,277)     $ (3,203,928)
Net loss                               (1,320)         (130,673)         (131,993)
                                 ------------      ------------      ------------
BALANCE AT JUNE 30, 2000         $   (119,971)     $ (3,215,950)     $ (3,335,921)
                                 ============      ============      ============
</TABLE>


See accompanying notes to the financial statements.                           2

<PAGE>   3

S/M REAL ESTATE FUND VII, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                     2000            1999            2000            1999
                                  ----------      ----------      ----------      ----------
<S>                               <C>             <C>             <C>             <C>
INCOME
Rental                            $  337,052      $  331,126      $  678,108      $  657,574
Interest and other                     4,709           1,842           8,689           4,836
                                  ----------      ----------      ----------      ----------
     Total Income                    341,761         332,968         686,797         662,410
                                  ----------      ----------      ----------      ----------
EXPENSES
Property operating                   190,382         201,436         345,969         374,780
Interest                             114,444         115,469         229,162         229,937
Depreciation and amortization        106,817         100,775         209,591         200,780
General and administrative            18,077          11,337          34,068          38,934
                                  ----------      ----------      ----------      ----------
     Total Expenses                  429,720         429,017         818,790         844,431
                                  ----------      ----------      ----------      ----------
NET LOSS                          $  (87,959)     $  (96,049)     $ (131,993)     $ (182,021)
                                  ==========      ==========      ==========      ==========
NET LOSS ALLOCATED:
To the General Partners           $     (880)     $     (960)     $   (1,320)     $   (1,820)
To the Limited Partners              (87,079)        (95,089)       (130,673)       (180,201)
                                  ----------      ----------      ----------      ----------
                                  $  (87,959)     $  (96,049)     $ (131,993)     $ (182,021)
                                  ==========      ==========      ==========      ==========
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)              $    (7.86)     $    (8.58)     $   (11.79)     $   (16.26)
                                  ----------      ----------      ----------      ----------
</TABLE>

See accompanying notes to the financial statements.                           3

<PAGE>   4

S/M REAL ESTATE FUND VII, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,                                     2000            1999
                                                                   ----------      ----------
<S>                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $ (131,993)     $ (182,021)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
   Depreciation and amortization                                      209,591         200,780
   Loss on retirement of asset                                         25,966          14,410
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                             (100,504)        (80,832)
     Accounts receivable                                               (1,777)          3,139
     Other assets                                                      11,775          (8,716)
     Accounts payable                                                   3,873         (10,771)
     Accrued expenses and other liabilities                            64,730          53,449
                                                                   ----------      ----------
Net cash provided by (used in) operating activities                    81,661         (10,562)
                                                                   ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in restricted cash - replacement reserve           (6,938)         51,099
Additions to real estate                                             (105,629)       (126,283)
                                                                   ----------      ----------
Net cash used in investing activities                                (112,567)        (75,184)
                                                                   ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
   on first mortgage note payable                                     (30,454)        (29,679)
                                                                   ----------      ----------
Net decrease in cash and cash equivalents                             (61,360)       (115,425)
Cash and cash equivalents, beginning of period                        203,840         274,735
                                                                   ----------      ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $  142,480      $  159,310
                                                                   ==========      ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                           $  229,162      $  229,937
                                                                   ----------      ----------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Write-off of fully depreciated building improvements               $   18,567      $       --
                                                                   ----------      ----------
</TABLE>


See accompanying notes to the financial statements.                           4

<PAGE>   5

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 June 30, 2000 and the results of operations for the
   three and six months ended June 30, 2000 and 1999, cash flows for the six
   months ended June 30, 2000 and 1999, and the statement of partners' deficit
   for the six months ended June 30, 2000. 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 1999, 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 generally accepted
   accounting principles 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, 2000 and 1999, the General Partners or
   their affiliates were reimbursed for Partnership administrative and operating
   expenses, excluding property and construction management fees, in the amounts
   of $5,060 and $5,800, respectively. Property and construction management fees
   earned by an affiliate of the General Partners were $31,585 and $26,556 for
   the six months ended June 30, 2000 and 1999, respectively.

   The financial information included in this interim report as of June 30, 2000
   and for the three and six months ended June 30, 2000 and 1999 has been
   prepared by management without audit by independent public accountants. The
   Partnership's 1999 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.


                                                                              5
<PAGE>   6

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

   In order to improve the financial condition of the Partnership and provide
   funds for exterior improvements on the Partnership's property, Fifth Avenue
   Apartments, ("Fifth Avenue"), a 198-unit apartment complex located in San
   Antonio, Texas, on December 3, 1998, the Partnership refinanced the mortgage
   note payable on Fifth Avenue (the "Refinancing"). In accordance with the
   terms of the loan agreement, the principal balance of the new mortgage
   totaling $6,400,000 is due January 1, 2009 and bears interest at a rate of
   7.16%. The previous first and second mortgage had a combined balance of
   $6,259,810 at an average interest rate of 8.97%. In spite of having a
   slightly higher principal loan amount, the Partnership reduced its total
   annual debt service payments by approximately $170,000.

   Under the terms of the loan agreement, the Partnership is required to make
   fixed monthly payments of principal and interest in the amount of $43,269
   commencing on February 1, 1999 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 was required to
   deposit with the lender $114,375 and 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 June 30, 2000, the balance in
   this replacement reserve account was $46,352.

   Cash and cash equivalents totaled $142,480 at June 30, 2000, compared to
   $203,840 at December 31, 1999. The $61,360 decrease is primarily attributable
   to fixed asset additions offset by an increase in cash provided by
   operations.

   Cash held in escrow increased to $154,869 at June 30, 2000 from $54,365 at
   December 31, 1999. The $100,504 increase is primarily attributable to
   contributions to the insurance and real estate tax escrow, as required in the
   Partnership's loan agreement.

   Restricted cash - replacement reserve increased to $46,352 at June 30, 2000,
   from $39,414 at December 31, 1999. The $6,938 increase is attributable to the
   monthly contributions to the replacements reserve, offset in part by the
   release of $17,598 for replacements and completed required lender repairs in
   accordance with the terms of the loan agreement.

   Other assets decreased from $69,716 at December 31, 1999, to $54,884 at June
   30, 2000. The decrease is primarily due to decreases in prepaid insurance and
   other prepaid expenses.

   Accounts receivable totaled $6,874 at June 30, 2000, compared to $5,097 at
   December 31, 1999. The increase is primarily attributable to the timing of
   tenant rental receipts. Accounts payable totaled $74,249 at June 30, 2000,
   compared to $70,376 at December 31, 1999.

   Accrued expenses and other liabilities totaled $111,590 at June 30, 2000,
   compared to $46,860 at December 31, 1999. The change is primarily
   attributable to the timing of payments for real estate taxes, accounting
   fees, and administrative costs.

   As a result of the recent Refinancing and anticipated reductions in general
   and administrative expenses, the General Partners currently expect funds from
   operations to be sufficient to pay all obligations for 2000, 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 $87,959 and $131,993 for the three and
   six-month periods ended June 30, 2000, respectively, compared with net losses
   of $96,049 and $182,021 for the three and six-month periods ended June 30,
   1999, respectively. The decreases for the three and six-months ended June 30,
   2000 from the corresponding periods in 1999 are primarily attributable to
   decreases in property operating expenses.


                                                                              6
<PAGE>   7
S/M REAL ESTATE FUND VII, LTD.

   Rental income totaled $337,052 and $678,108 for the three and six-month
   periods ended June 30, 2000, respectively, compared to $331,126 and $657,574,
   respectively, for the corresponding periods in 1999. Occupancy at Fifth
   Avenue averaged approximately 93% for both the three and six-month periods
   ended June 30, 2000, respectively, compared to 96% and 94% for the
   corresponding periods in 1998, respectively. The average rental income per
   occupied square foot at Fifth Avenue was $8.60 and $8.71 for the three and
   six months ended June 30, 2000, respectively, compared to $8.15 and $8.30,
   respectively, for the corresponding periods in 1999. The increase in the
   average rental income per occupied square foot in 2000 is primarily
   attributable to increases in rental rates.

   Total expenses for the three and six-month periods ended June 30, 2000 were
   $429,720 and $818,790, respectively, compared to $429,017 and $844,431,
   respectively, for the three and six-month periods ended June 30, 1999. The
   decrease for the six-month period in 2000 is primarily due to a decrease 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, 2000 were
   $190,382 and $345,969, respectively, compared to $201,436 and $374,780,
   respectively, for the three and six-month periods ended June 30, 1999. The
   decreases for the 2000 periods primarily are attributable to lower repairs
   and maintenance costs for apartment preparation and lower insurance costs,
   offset in part by an increase in retirement of assets of $11,556.

   General and administrative expenses for the three and six-month periods ended
   June 30, 2000 were $18,077 and $34,068, respectively, compared to $11,337 and
   $38,934, respectively, for the three and six-month periods ended June 30,
   1999. The decrease for the six-month period in 2000 is primarily related to
   lower legal fees.

   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, 1999.


                                                                              7
<PAGE>   8

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 -

                    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.

                    27       Financial Data Schedule. Filed herewith.

                    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 Annual Report on Form 10-K filed with
                             the Securities and Exchange Commission on May 12,
                             1988.


                                                                              8
<PAGE>   9

S/M REAL ESTATE FUND VII, LTD.

                    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 June 30, 2000.


                                                                              9

<PAGE>   10


                                   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: August 2, 2000                BY:      /s/ Richard E. Hoffmann
                                             ----------------------------------
                                    Name:    Richard E. Hoffmann
                                    Title:   Director, President and Treasurer



                                BY: MURRAY REALTY INVESTORS VII, INC.
                                    A General Partner


Date:  August 2, 2000               BY:      /s/ Charles W. Karlen
                                             ----------------------------------
                                    Name:    Charles W. Karlen
                                    Title:   Vice President


                                                                             10
<PAGE>   11

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
  NO.      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.

27         Financial Data Schedule.

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>