<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 SEPTEMBER 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


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



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

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



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes  X   No
                                 ---     ---



<PAGE>   2
S/M REAL ESTATE FUND VII, LTD.

<TABLE>
<CAPTION>
BALANCE SHEETS                                   AT SEPTEMBER 30,
                                                      2000         AT DECEMBER 31,
                                                   (UNAUDITED)          1999
                                                 ----------------  ---------------
<S>                                                <C>              <C>
ASSETS
Real estate, at cost:
   Land                                            $   962,216      $   962,216
   Building and improvements                         7,937,844        7,863,701
                                                   -----------      -----------
                                                     8,900,060        8,825,917
   Less accumulated depreciation                    (6,201,539)      (5,941,608)
                                                   -----------      -----------
                                                     2,698,521        2,884,309

Cash and cash equivalents                              112,285          203,840
Cash held in escrow                                    186,346           54,365
Restricted cash - replacement reserve                   43,159           39,414
Accounts receivable                                     11,098            5,097
Other assets                                            68,159           69,716
                                                   -----------      -----------
     TOTAL ASSETS                                  $ 3,119,568      $ 3,256,741
                                                   ===========      ===========
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                     $ 6,298,605      $ 6,343,433
   Accounts payable:
     Trade                                              21,828           19,022
     Affiliates                                         47,294           51,354
   Accrued expenses and other liabilities              176,385           46,860
                                                   -----------      -----------
     Total Liabilities                               6,544,112        6,460,669
                                                   -----------      -----------
Partners' Deficit:
   General Partners                                   (120,857)        (118,651)
   Limited Partners (11,080 units outstanding)      (3,303,687)      (3,085,277)
                                                   -----------      -----------
     Total Partners' Deficit                        (3,424,544)      (3,203,928)
                                                   -----------      -----------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT       $ 3,119,568      $ 3,256,741
                                                   ===========      ===========
</TABLE>





STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 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                               (2,206)        (218,410)        (220,616)
                                  -----------      -----------      -----------
BALANCE AT SEPTEMBER 30, 2000     $  (120,857)     $(3,303,687)     $(3,424,544)
                                  ===========      ===========      ===========
</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 SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                      2000             1999             2000             1999
                                -------------      -------------   ------------      -------------
<S>                               <C>              <C>              <C>              <C>
INCOME
Rental                            $   342,481      $   348,700      $ 1,020,589      $ 1,006,274
Interest and other                      5,122            2,149           13,811            6,985
                                  -----------      -----------      -----------      -----------
     Total Income                     347,603          350,849        1,034,400        1,013,259
                                  -----------      -----------      -----------      -----------
EXPENSES
Property operating                    195,977          150,587          541,946          525,367
Interest                              115,434          116,490          344,596          346,427
Depreciation and amortization         107,984          106,258          317,575          307,038
General and administrative             16,831           25,512           50,899           64,446
                                  -----------      -----------      -----------      -----------
     Total Expenses                   436,226          398,847        1,255,016        1,243,278
                                  -----------      -----------      -----------      -----------
NET LOSS                          $   (88,623)     $   (47,998)     $  (220,616)     $  (230,019)
                                  ===========      ===========      ===========      ===========
NET LOSS ALLOCATED:
To the General Partners           $      (886)     $      (480)     $    (2,206)     $    (2,300)
To the Limited Partners               (87,737)         (47,518)        (218,410)        (227,719)
                                  -----------      -----------      -----------      -----------
                                  $   (88,623)     $   (47,998)     $  (220,616)     $  (230,019)
                                  ===========      ===========      ===========      ===========
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)              $     (7.92)     $     (4.29)     $    (19.71)     $    (20.55)
                                  -----------      -----------      -----------      -----------
</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 NINE MONTHS ENDED SEPTEMBER 30,                                2000              1999
---------------------------------------                             ----------        ----------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                            $(220,616)        $(230,019)
Adjustments to reconcile net loss to net cash
provided by operating activities:
   Depreciation and amortization                                      317,575           307,038
   Loss on retirement of asset                                         28,602            14,410
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                             (131,981)         (114,790)
     Accounts receivable                                               (6,001)          (17,357)
     Other assets                                                      (3,028)           (5,106)
     Accounts payable                                                  (1,254)          (19,360)
     Accrued expenses and other liabilities                           129,525           111,548
                                                                    ---------         ---------
Net cash provided by operating activities                             112,822            46,364
                                                                    ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in restricted cash - replacement reserve           (3,745)           78,792
Additions to real estate                                             (155,804)         (163,870)
                                                                    ---------         ---------
Net cash used in investing activities                                (159,549)          (85,078)
                                                                    ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
   on first mortgage note payable                                     (44,828)          (42,996)
                                                                    ---------         ---------
Net decrease in cash and cash equivalents                             (91,555)          (81,710)
Cash and cash equivalents, beginning of period                        203,840           274,735
                                                                    ---------         ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                            $ 112,285         $ 193,025
                                                                    =========         =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                            $ 344,596         $ 346,427
                                                                    ---------         ---------
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 September 30, 2000 and the results of operations for the three
and nine months ended September 30, 2000 and 1999, cash flows for the nine
months ended September 30, 2000 and 1999, and the statement of partners' deficit
for the nine months ended September 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 nine months ended September 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
$7,655 and $8,938, respectively. Property and construction management fees
earned by an affiliate of the General Partners were $47,150 and $40,465 for the
nine months ended September 30, 2000 and 1999, respectively.

The financial information included in this interim report as of September 30,
2000 and for the three and nine months ended September 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 September 30, 2000, the balance in this replacement reserve account
was $43,159.

Cash and cash equivalents totaled $112,285 at September 30, 2000, compared to
$203,840 at December 31, 1999. The $91,555 decrease is primarily attributable to
fixed asset additions offset by an increase in cash provided by operations.

Cash held in escrow increased to $186,346 at September 30, 2000 from $54,365 at
December 31, 1999. The $131,981 increase is attributable to contributions to the
insurance and real estate tax escrow, as required in the Partnership's loan
agreement, which will be paid in the fourth quarter of 2000.

Restricted cash - replacement reserve increased to $43,159 at September 30,
2000, from $39,414 at December 31, 1999. The $3,745 increase is attributable to
the monthly contributions to the replacements reserve, offset in part by the
release of $33,198 for replacements and completed required lender repairs in
accordance with the terms of the loan agreement.

Accounts receivable totaled $11,098 at September 30, 2000, compared to $5,097 at
December 31, 1999. The increase is primarily attributable to the timing of
tenant rental receipts. Other assets totaled $68,159 at September 30, 2000,
compared to $69,716 at December 31, 1999. Accounts payable totaled $69,122 at
September 30, 2000, compared to $70,376 at December 31, 1999.

Accrued expenses and other liabilities totaled $176,385 at September 30, 2000,
compared to $46,860 at December 31, 1999, an increase of $129,525. The change is
primarily attributable to the timing of payments for real estate taxes.

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 $88,623 and $220,616 for the three and
nine-month periods ended September 30, 2000, respectively, compared with net
losses of $47,998 and $230,019 for the three and nine-month periods ended
September 30, 1999, respectively. The increase in net loss for the three months
ended September 30, 2000 from the corresponding period in 1999 is primarily
attributable to an increase in property operating expenses. The decrease for the
nine months ended September 30, 2000 from the corresponding period in 1999 is
primarily attributable to an increase in total income and a decrease in general
and administrative expenses offset in part by increases in property operating
expenses and depreciation and amortization.



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


Rental income totaled $342,481 and $1,020,589 for the three and nine-month
periods ended September 30, 2000, respectively, compared to $348,700 and
$1,006,274, respectively, for the corresponding periods in 1999. Occupancy at
Fifth Avenue averaged approximately 93% for both the three and nine-month
periods ended September 30, 2000, respectively, compared to 96% and 95% for the
corresponding periods in 1999, respectively. The average rental income per
occupied square foot at Fifth Avenue was $8.78 and $8.74 for the three and nine
months ended September 30, 2000, respectively, compared to $8.60 and $8.40,
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 nine-month periods ended September 30, 2000
were $436,226 and $1,255,016, respectively, compared to $398,847 and $1,243,278,
respectively, for the three and nine-month periods ended September 30, 1999. The
increases for the three and nine-month periods in 2000 are primarily due to
increases in property operating expenses.

Property operating expenses consist primarily of on-site personnel expenses,
utility costs, repair and maintenance costs, property management fees,
advertising costs, insurance costs and real estate taxes. Property operating
expenses for the three and nine-month periods ended September 30, 2000 were
$195,977 and $541,946, respectively, compared to $150,587 and $525,367,
respectively, for the three and nine-month periods ended September 30, 1999. The
increases for the 2000 periods primarily are attributable to increases in repair
and maintenance costs for apartment preparation, real estate taxes and loss on
retirement of assets, offset in part by lower general repairs and maintenance
costs and lower insurance costs.

General and administrative expenses for the three and nine-month periods ended
September 30, 2000 were $16,831 and $50,899, respectively, compared to $25,512
and $64,446, respectively, for the three and nine-month periods ended September
30, 1999. The decreases for the three and nine-month periods in 2000 are
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 September 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: November 8, 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:  November 8, 2000              BY:   /s/ Charles W. Karlen
                                           ---------------------
                                     Name: Charles W. Karlen
                                     Title: Vice President



<PAGE>   11



                                INDEX TO EXHIBITS

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

  2b     Modified First Amended Plan of Reorganization of Shearson-Murray Real
         Estate Fund VII, Ltd. in the United States Bankruptcy Court for the
         Western District of Texas-Austin Division Case No. 89-11662-LC filed
         February 20, 1990. Reference is made to the Partnership's Annual Report
         on Form 10-K filed with the Securities and Exchange Commission on April
         12, 1990.

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

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

  10b    Loan Agreement between S/M Real Estate Fund VII, Ltd. and General
         Electric Capital Corporation, dated December 3, 1998. Reference is made
         to Exhibit 10.1 to Partnership's Form 8-K filed with the Securities and
         Exchange Commission on December 14, 1998.

  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>