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

                                    FORM 10-Q

(Mark One)
     X        Quarterly Report Pursuant to Section 13 or 15(d) of the
    ---                 Securities Exchange Act of 1934


                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                       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            (I.R.S. Employer Identification No.)
 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
                                                          ---     ---


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



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

BALANCE SHEETS

<Table>
<Caption>
                                                 AT JUNE 30,     AT DECEMBER 31,
                                                        2003                2002
                                                 (UNAUDITED)
                                                 -----------    -----------------
<S>                                              <C>            <C>
ASSETS
Real estate, at cost:
   Land                                          $   962,216    $         962,216
   Building and improvements                       7,948,883            7,963,821
                                                 -----------    -----------------
                                                   8,911,099            8,926,037
   Less accumulated depreciation                  (7,274,552)          (7,104,900)
                                                 -----------    -----------------
                                                   1,636,547            1,821,137

Cash and cash equivalents                            162,831              259,663
Cash held in escrow                                  223,725               82,565
Restricted cash - replacement reserve                 10,257               24,156
Accounts receivable                                    8,181               10,133
Other assets, net                                    126,065               89,380
                                                 -----------    -----------------
     TOTAL ASSETS                                $ 2,167,606    $       2,287,034
                                                 ===========    =================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                   $ 6,109,636    $       6,148,505
   Accounts payable:
     Trade                                            84,465               21,094
     Affiliates                                       40,665               40,665
   Accrued expenses and other liabilities            136,668               43,405
                                                 -----------    -----------------
     Total Liabilities                             6,371,434            6,253,669
                                                 -----------    -----------------
Partners' Deficit:
   General Partners                                 (128,650)            (126,278)
   Limited Partners (11,080 units outstanding)    (4,075,178)          (3,840,357)
                                                 -----------    -----------------
     Total Partners' Deficit                      (4,203,828)          (3,966,635)
                                                 -----------    -----------------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT     $ 2,167,606    $       2,287,034
                                                 ===========    =================
</Table>

STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2003

<Table>
<Caption>
                                GENERAL         LIMITED
                                PARTNERS        PARTNERS       TOTAL
                               -----------    -----------    -----------
<S>                            <C>            <C>            <C>
BALANCE AT DECEMBER 31, 2002   $  (126,278)   $(3,840,357)   $(3,966,635)
Net loss                            (2,372)      (234,821)      (237,193)
                               -----------    -----------    -----------
BALANCE AT JUNE 30, 2003       $  (128,650)   $(4,075,178)   $(4,203,828)
                               ===========    ===========    ===========
</Table>



See accompanying notes to the financial statements.                            2

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

STATEMENTS OF OPERATIONS (UNAUDITED)

<Table>
<Caption>
                                                     THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
                                                           2003             2002            2003            2002
                                                    -----------       ----------     -----------      ----------
<S>                                                 <C>               <C>            <C>              <C>
INCOME
Rental                                              $   358,968       $  364,378     $   702,965      $  720,155
Interest and other                                        1,277            1,068           2,417           2,645
                                                    -----------       ----------     -----------      ----------
     Total Income                                       360,245          365,446         705,382         722,800
                                                    -----------       ----------     -----------      ----------
EXPENSES
Property operating                                      215,340          172,785         417,926         354,044
Interest                                                110,808          112,108         220,747         223,311
Depreciation and amortization                           106,780          108,128         213,369         216,289
General and administrative                               39,944           21,474          90,533          34,641
                                                    -----------       ----------     -----------      ----------
     Total Expenses                                     472,872          414,495         942,575         828,285
                                                    -----------       ----------     -----------      ----------
NET LOSS                                            $  (112,627)      $  (49,049)    $  (237,193)     $ (105,485)
                                                    ===========       ==========     ===========      ==========
NET LOSS ALLOCATED:
To the General Partners                             $    (1,126)      $     (490)    $    (2,372)     $   (1,055)
To the Limited Partners                                (111,501)         (48,559)       (234,821)       (104,430)
                                                    -----------       ----------     -----------      ----------
                                                    $  (112,627)      $  (49,049)    $  (237,193)     $ (105,485)
                                                    ===========       ==========     ===========      ==========
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)                                $    (10.06)      $    (4.38)    $    (21.19)     $    (9.43)
                                                    ===========       ==========     ===========      ==========
</Table>

See accompanying notes to the financial statements.                            3




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

STATEMENTS OF CASH FLOWS (UNAUDITED)

<Table>
<Caption>
FOR THE SIX MONTHS ENDED JUNE 30,                                                   2003                     2002
                                                                             -----------              -----------
<S>                                                                          <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $  (237,193)             $  (105,485)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
   Depreciation and amortization                                                 213,369                  216,289
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                                        (141,160)                 (98,009)
     Accounts receivable                                                           1,952                   (6,391)
     Other assets                                                                (39,741)                 (31,083)
     Accounts payable                                                             63,371                    5,287
     Accrued expenses and other liabilities                                       93,263                   91,361
                                                                             -----------              -----------
Net cash (used in) provided by operating activities                              (46,139)                  71,969
                                                                             -----------              -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash - replacement reserve                                 13,899                   94,191
Additions to real estate                                                         (25,723)                 (22,162)
                                                                             -----------              -----------
Net cash (used in) provided by investing activities                              (11,824)                  72,029
                                                                             -----------              -----------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
   on first mortgage note payable                                                (38,869)                 (36,305)
                                                                             -----------              -----------
Net (decrease) increase in cash and cash equivalents                             (96,832)                 107,693
Cash and cash equivalents, beginning of period                                   259,663                  216,234
                                                                             -----------              -----------
Cash and cash equivalents, end of period                                     $   162,831              $   323,927
                                                                             ===========              ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                                     $   220,747              $   223,311
                                                                             ===========              ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Write-off of fully depreciated building and improvements                     $    40,661              $    43,728
                                                                             ===========              ===========
</Table>


See accompanying notes to the financial statements.                            4

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


NOTES TO THE FINANCIAL STATEMENTS

The quarterly unaudited financial statements for S/M Real Estate Fund VII, Ltd.
(the "Partnership") include all normal and recurring adjustments which are, in
the opinion of the general partners, necessary to present a fair statement of
financial position as of June 30, 2003, the results of operations for the three
and six months ended June 30, 2003 and 2002, the change in partners' deficit for
the six months ended June 30, 2003, and the cash flows for the six months ended
June 30, 2003 and 2002. 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 six months ended June 30, 2003 and 2002, the general partners or
their affiliates were reimbursed for Partnership administrative and operating
expenses, excluding property management fees, in the amounts of $5,520 and
$5,771, respectively. Property management fees earned by an affiliate of the
Partnership's general partners were $28,311 and $28,829 for the six months ended
June 30, 2003 and 2002, respectively.

The financial information included in this interim report as of June 30, 2003
and for the three and six months ended June 30, 2003 and 2002 has been prepared
by management without audit by independent certified public accountants. The
Partnership's 2002 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 2002, and no material contingencies exist which would require
disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph
(a)(5).

On July 3, 2003, the Partnership filed with the Securities and Exchange
Commission preliminary proxy materials regarding a proposed sale of the
Partnership's sole property and the dissolution and liquidation of the
Partnership. There can be no assurance that the Partnership will obtain the
necessary approvals for these matters or, even if these approvals are obtained,
that the Partnership will consummate the sale and the dissolution and
liquidation of the Partnership. Definitive proxy materials (the "Definitive
Proxy Materials") will be sent to limited partners seeking their approval of
these proposals.


                                                                               5

<PAGE>


S/M REAL ESTATE FUND VII, LTD.


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

Liquidity and Capital Resources

Under the terms of the Partnership's loan agreement, the Partnership is required
to make fixed monthly payments of principal and interest in the amount of
$43,269 until maturity on January 1, 2009, at which time the entire outstanding
principal balance and accrued interest is due. Under the terms of the loan
agreement, the Partnership is required to make monthly contributions of $3,905
which are held by the lender pending application for the completion of certain
required repairs to the Fifth Avenue property. At June 30, 2003, the balance in
this replacement reserve account was $10,257.

Cash and cash equivalents totaled $162,831 at June 30, 2003, compared to
$259,663 at December 31, 2002. The $96,832 decrease is primarily attributable to
cash used by operations, 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 $223,725 at June 30, 2003, from $82,565 at
December 31, 2002. The $141,160 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 $10,257 at June 30, 2003, from
$24,156 at December 31, 2002. The $13,899 decrease is attributable to the
release of $37,442 for replacements, offset in part by monthly contributions to
the replacements reserve in accordance with the terms of the loan agreement.

Other assets increased to $126,065 at June 30, 2003, from $89,380 at December
31, 2002. The increase is primarily due to increases in prepaid insurance which
was partially offset by the amortization of loan costs.

Accounts receivable totaled $8,181 at June 30, 2003, compared to $10,133 at
December 31, 2002. The decrease is primarily attributable to the timing of
tenant rental receipts. Accounts payable totaled $125,130 at June 30, 2003,
compared to $61,759 at December 31, 2002. The increase is primarily attributable
to the timing of payments for property insurance costs.

Accrued expenses and other liabilities totaled $136,668 at June 30, 2003,
compared to $43,405 at December 31, 2002. The change is primarily attributable
to the timing of payments for real estate taxes and partnership administrative
costs.

The Partnership's general partners currently expect funds from operations to be
sufficient to pay all obligations for 2003, 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 losses of $112,627 and $237,193 for the three and
six-month periods ended June 30, 2003, respectively, and $49,049 and $105,485
for the three and six-month periods ended June 30, 2002, respectively. The
increased net loss for the three and six-months ended June 30, 2003 from the
corresponding periods in 2002 are primarily attributable to decreases in rental
income and increases in property operating expenses and partnership
administrative costs.

Rental income totaled $358,968 and $702,965 for the three and six-month periods
ended June 30, 2003, respectively, compared to $364,378 and $720,155,
respectively, for the corresponding periods in 2002. Occupancy at Fifth Avenue
averaged approximately 94% and 93% for the three and six-month periods ended
June 30, 2003, respectively, compared to 97% and 96% for the three and six-month
periods ended June 30, 2002, respectively. The average rental income per
occupied square foot at Fifth Avenue was $9.12 and $9.02 for the three and six
months ended June 30, 2003, respectively, compared to $8.91 and $8.83,
respectively, for the corresponding periods in 2002.

                                                                               6

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


Total expenses for the three and six-month periods ended June 30, 2003 were
$472,872 and $942,575, respectively, compared to $414,495 and $828,285,
respectively, for the three and six-month periods ended June 30, 2002. The
increases are primarily attributable to increases in property operating expenses
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 and six-month periods ended June 30, 2003 were $215,340 and
$417,926, respectively, compared to $172,785 and $354,044, respectively, for the
three and six-month periods ended June 30, 2002. The increases are primarily
attributable to higher apartment preparation costs, repair and maintenance
costs, leasing and promotional costs, property office administrative costs and
property insurance costs.

General and administrative expenses for the three and six-month periods ended
June 30, 2003 were $39,944 and $90,533, respectively, compared to $21,474 and
$34,641, respectively, for the three and six-month periods ended June 30, 2002.
The increases are primarily due to higher legal and other professional expenses.

On July 3, 2003, the Partnership filed with the Securities and Exchange
Commission preliminary proxy materials regarding a proposed sale of the
Partnership's sole property and the dissolution and liquidation of the
Partnership. There can be no assurance that the Partnership will obtain the
necessary approvals for these matters or, even if these approvals are obtained,
that the Partnership will consummate the sale and the dissolution and
liquidation of the Partnership. Definitive proxy materials (the "Definitive
Proxy Materials") will be sent to limited partners seeking their approval of
these proposals.

Investors and limited partners are advised to read the Definitive Proxy
Materials when they become available because they will contain important
information. When filed, the Definitive Proxy Materials can be obtained free of
charge from the web site maintained by the SEC at http://www.sec.gov. The
Definitive Proxy Materials also can be obtained free of charge when available
upon written request to S/M Real Estate Fund VII, Ltd., 5520 LBJ Freeway, Suite
500, Dallas, TX 75240, Attention: Investor Services, or Georgeson Shareholder
Communication Inc., 17 State Street, 10th Floor, New York, NY 10004, or by
calling (212) 440-9800.

The Partnership and its general partners may be deemed to be participants in the
solicitation of proxies for approval of these proposals. Information about the
general partners will be set forth in the Definitive Proxy Materials.

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, 2002.

                                                                               7

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


PART I, ITEM 4.  CONTROLS AND PROCEDURES

As of June 30, 2003, 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(e) under
the Securities Exchange Act of 1934). Based on this evaluation, the chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures were effective as of June 30, 2003 to provide reasonable
assurance that information required to be disclosed by us in our periodic SEC
Exchange Act reports so that such information 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, as appropriate to allow timely decisions
regarding required disclosure.

There were no changes in our internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during
the quarter ended June 30, 2003, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                                                               8

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


PART II                    OTHER INFORMATION

ITEMS 1-5                  Not applicable.

ITEM 6                     Exhibits and reports on Form 8-K.

                           (a) Exhibits -

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

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

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

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

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

                           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.

----------
*Filed herewith.                                                               9


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


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

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

                           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-K - No reports on Form 8-K were
                               filed during the quarter ended June 30, 2003.


                                                                              10

<PAGE>
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 Partner


Date:  August 14, 2003                 BY:      /s/ Richard E. Hoffmann
                                               ---------------------------------
                                       Name:   Richard E. Hoffmann
                                       Title:  Chief Executive Officer,
                                               Director, President and Treasurer


Date:  August 14, 2003                 BY:      /s/ Sandy Robison
                                               ---------------------------------
                                       Name:    Sandy Robison
                                       Title:   Chief Financial Officer, Vice
                                                President, Secretary and
                                                Controller


                                                                              11
<PAGE>
S/M REAL ESTATE FUND VII, LTD.


                                INDEX TO EXHIBITS

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

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

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

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

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

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.

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

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


                                                                              12

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


                          INDEX TO EXHIBITS (continued)

<Table>
<Caption>
Document
 Number     Description

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

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

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

</Table>

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