<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 MARCH 31, 1999

 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.



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS                                                              AT MARCH 31,         AT DECEMBER 31,
                                                                                    1999                    1998
                                                                             (UNAUDITED)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                     <C>         
ASSETS 
Real estate, at cost:
   Land                                                                     $    962,216            $    962,216
   Building and improvements                                                   7,751,580               7,707,214
                                                                           -------------------------------------
                                                                               8,713,796               8,669,430
   Less accumulated depreciation                                              (5,686,279)             (5,587,802)
                                                                           -------------------------------------
                                                                               3,027,517               3,081,628

Cash and cash equivalents                                                        203,463                 274,735
Cash held in escrow                                                               87,292                  35,987
Restricted cash - replacement reserve                                            126,090                 114,375
Accounts receivable                                                                3,529                   6,311
Other assets                                                                      63,897                  72,108
---------------------------------------------------------------------------------------------------------------------------
     TOTAL ASSETS                                                           $  3,511,788            $  3,585,144
===========================================================================================================================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
   First mortgage note payable                                              $  6,384,660            $  6,400,000
   Accounts payable:
     Trade                                                                        35,900                  13,374
     Affiliates                                                                   43,731                  60,070
   Accrued expenses and other liabilities                                         74,565                  52,796
                                                                           -------------------------------------
     Total Liabilities                                                         6,538,856               6,526,240
                                                                           -------------------------------------
Partners' Deficit:
   General Partners                                                             (116,883)               (116,023)
   Limited Partners (11,080 units outstanding)                                (2,910,185)             (2,825,073)
                                                                           -------------------------------------
     Total Partners' Deficit                                                  (3,027,068)             (2,941,096)
---------------------------------------------------------------------------------------------------------------------------
     TOTAL LIABILITIES AND PARTNERS' DEFICIT                                $  3,511,788            $  3,585,144
===========================================================================================================================
</TABLE>





<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1999                            GENERAL          LIMITED
                                                                    PARTNERS         PARTNERS              TOTAL
---------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>                 <C>          
BALANCE AT DECEMBER 31, 1998                                     $  (116,023)   $  (2,825,073)      $ (2,941,096)
Net loss                                                                (860)         (85,112)           (85,972)
---------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999                                        $  (116,883)   $  (2,910,185)      $ (3,027,068)
===========================================================================================================================
</TABLE>


See accompanying notes to the financial statements.                            2
<PAGE>   3

S/M REAL ESTATE FUND VII LTD.


<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,                                              1999                    1998 
----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                      <C>       
INCOME
Rental                                                                       $   326,448              $  332,646
Interest and other                                                                 2,994                   2,841
                                                                            ------------------------------------
     Total Income                                                                329,442                 335,487
----------------------------------------------------------------------------------------------------------------
EXPENSES
Property operating                                                               173,344                 170,348
Interest                                                                         114,468                 153,611
Depreciation and amortization                                                    100,005                  93,729
General and administrative                                                        27,597                  23,888
                                                                            ------------------------------------
     Total Expenses                                                              415,414                 441,576
----------------------------------------------------------------------------------------------------------------
     NET LOSS                                                                $   (85,972)             $ (106,089)
================================================================================================================
NET LOSS ALLOCATED:
   To the General Partners                                                   $      (860)             $   (1,061)
   To the Limited Partners                                                       (85,112)               (105,028)
----------------------------------------------------------------------------------------------------------------
                                                                             $   (85,972)             $ (106,089)
================================================================================================================
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING)                                                             $ (7.68)                $ (9.48)
----------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to the financial statements.                            3
<PAGE>   4

S/M REAL ESTATE FUND VII LTD.


<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,                                              1999                     1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                      <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $   (85,972)             $  (106,089)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
   Depreciation and amortization                                                 100,005                   93,729
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
     Cash held in escrow                                                         (51,305)                  88,699
     Accounts receivable                                                           2,782                      547
     Other assets                                                                  6,683                    8,357
     Accounts payable                                                              6,187                    6,993
     Accrued expenses and other liabilities                                       21,769                  (99,371)
                                                                            -------------------------------------
Net cash provided by (used in) operating activities                                  149                  (7,135)
-----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in restricted cash - replacement reserve                                (11,715)                 (12,375)
Additions to real estate                                                         (44,366)                      --
                                                                            -------------------------------------
Net cash used in investing activities                                            (56,081)                 (12,375)
-----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal on first mortgage note payable                             (15,340)                 (15,864)
Amortization of discount on second mortgage note payable                              --                    2,081
                                                                            -------------------------------------
Net cash used in financing activities                                            (15,340)                 (13,783)
-----------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                        (71,272)                 (33,293)
Cash and cash equivalents, beginning of period                                   274,735                  209,924
-----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                     $   203,463              $   176,631
=================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                                     $   114,468              $   153,611
-----------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to the financial statements.                            4
<PAGE>   5


S/M REAL ESTATE FUND VII, LTD.

                                       
NOTES TO THE FINANCIAL STATEMENTS

The unaudited financial statements should be read in conjunction with S/M Real
Estate Fund VII, Ltd.'s (the "Partnership") annual 1998 audited financial
statements within Form 10-K.

The unaudited financial statements include all normal and recurring adjustments
which are, in the opinion of management, necessary to present a fair statement
of financial position as of March 31, 1999 and the results of operations for the
three months ended March 31, 1999 and 1998, cash flows for the three months
ended March 31, 1999 and 1998, and the statement of partners' deficit for the
three months ended March 31, 1999. 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 1998, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).

During the three months ended March 31, 1999 and 1998, the General Partners or
their affiliates were reimbursed for Partnership administrative and operating
expenses, excluding property management fees, in the amounts of $2,193 and $669,
respectively. Management fees earned were $13,169 and $13,412 for the three
months ended March 31, 1999 and 1998, respectively.


                                                                               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 much
needed funds for exterior improvements on Fifth Avenue, 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 between the
Partnership and General Electric Capital Corporation (the "Loan Agreement"), the
principal balance of the original mortgage totaling $6,400,000 is due January 1,
2009 and bears interest at a rate of 7.16% (the "New First Mortgage"). The
previous first and second mortgage (the "Previous 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 the total debt
service payments in 1999 from $689,572 to $519,231, a reduction of $170,341.

Under the terms of the New First Mortgage with General Electric Capital
Corporation (the "Lender"), 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 certain amounts into
escrow for the completion of certain required repairs to Fifth Avenue.

Cash and cash equivalents totaled $203,463 at March 31, 1999, compared to
$274,735 at December 31, 1998. The $71,272 decrease is primarily attributable to
cash used for additions to real estate.

Cash held in escrow increased to $87,292 at March 31, 1999 from $35,987 at
December 31, 1998. The $51,305 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 $126,090 at March 31, 1999,
from $114,375 at December 31, 1998. The $11,715 increase is primarily
attributable to contributions to the replacement reserve in accordance with the
terms of the Loan Agreement.

Other assets decreased from $72,108 at December 31, 1998, to $63,897 at March
31, 1999. The decrease is primarily due to a decrease in prepaid insurance.

Accounts receivable totaled $3,529 at March 31, 1999, compared to $6,311 at
December 31, 1998. The decrease is primarily attributable to the timing of
tenant rental receipts. Accounts payable totaled $79,631 at March 31, 1999,
compared to $73,444 at December 31, 1998. The increase is primarily attributable
to the timing of payments associated with fixed asset expenditures, repairs and
maintenance for apartment preparation and administrative expenses.

Accrued expenses and other liabilities totaled $74,565 at March 31, 1999,
compared to $52,796 at December 31, 1998. The change is primarily attributable
to the timing of payments for real estate taxes, audit and tax 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 pay all obligations for 1999, 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
Results of operations resulted in a net loss of $85,972 for the three-month
period ended March 31, 1999, compared with a net loss of $106,089 for the
three-month period ended March 31, 1998. The decrease from 1998 to 1999 is
primarily attributable to a decrease in interest expense associated with the
Refinancing in December 1998.

Rental income totaled $326,448 for the three-month period ended March 31, 1999,
compared with $332,646 for the three-month period ended March 31, 1998. The
decrease is due primarily to lower average occupancy at Fifth Avenue. Occupancy
at Fifth Avenue averaged approximately 92% for the three-month period ended


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


March 31, 1999, compared to approximately 95% for the corresponding period in
1998. The average rental income per occupied square foot at Fifth Avenue was
$8.45 for the three-month period ended March 31, 1999, compared to $8.25 for the
corresponding period in 1998.

Total expenses for the three-month period ended March 31, 1999 were $415,414
compared to $441,576 for the three-month period ended March 31, 1998. The
decrease is due to a decrease in interest expense, which was partially offset by
increases in all other expense areas.

Property operating expenses consisted primarily of on-site personnel expenses,
utility costs, repair and maintenance costs, property management fees,
advertising costs, insurance and real estate taxes. Property operating expenses
for the three-month period ended March 31, 1999 were $173,344 compared to
$170,348 for the three-month period ended March 31, 1998. The increase is
primarily attributable to higher repair and maintenance costs for apartment
preparation, which was partially offset by lower real estate taxes.

Interest expense totaled $114,468 for the three-month period ended March 31,
1999, compared to $153,611 for the three-month period ended March 31, 1998. The
decrease is primarily attributable to the Refinancing in December 1998 described
above.

General and administrative expenses for the three-month period ended March 31,
1999 were $27,597 compared to $23,888 for the three-month period ended March 31,
1998. The increase is due primarily to higher legal fees.

Year 2000 Issues
The Partnership recognized that the arrival of the Year 2000 poses a unique
challenge to the ability of an information technology system and non-information
technology systems to recognize the date change from December 31, 1999 to
January 1, 2000. Through March 31, 1999, the Partnership has assessed and made
certain changes to provide for continued functionality of its systems and has
evaluated the readiness of the Partnership's external entities, such as vendors,
customers, payment systems and others. Due to the nature and extent of the
Partnership's operations that are potentially affected by Year 2000 issues, the
Partnership does not believe that Year 2000 issues will have a material adverse
effect on the business operation or the financial performance of the
Partnership. There can be no assurance, however, that Year 2000 issues will not
adversely effect the Partnership or its business. The Partnership believes that
the cost to make appropriate changes to its internal and external systems will
not be significant and that such costs will be funded completely through
operations.

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, 1998.


                                                                               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 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 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 for the year ended
                                      December 31, 1989 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. (Incorporated by reference from
                                      Exhibit 10.1 of the Registrant'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
                                      of the Registrant's 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 of the
                                      Registrant's Form 10-K filed with the
                                      Securities and Exchange Commission on May
                                      12, 1988.


                                                                               8
<PAGE>   9



                           99a        Compromise Settlement Agreement between
                                      S/M Real Estate Fund VII, Ltd. and Federal
                                      National Mortgage Association, dated May
                                      6, 1996. (Incorporated by reference from
                                      Exhibit 99.1 to the Registrant's Quarterly
                                      Report on Form 10-Q for the quarter ended
                                      June 30, 1996).

                           99b        $5,830,000 Multifamily Note and Addendum,
                                      dated May 30, 1996. (Incorporated by
                                      reference from Exhibit 99.2 to the
                                      Registrant's Quarterly Report on Form 10-Q
                                      for the quarter ended June 30, 1996).

                           99c        $681,142 Subordinate Multifamily Note and
                                      Addendum, dated May 30, 1996.
                                      (Incorporated by reference from Exhibit
                                      99.3 to the Registrant's Quarterly Report
                                      on Form 10-Q for the quarter ended June
                                      30, 1996).

                           99d        $6,400,000 Promissory Note, dated December
                                      3, 1998. (Incorporated by reference from
                                      Exhibit 99.1 of the Registrant'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  March 31, 1999.


                                                                               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: May 12, 1999                    BY:      /s/ Richard E. Hoffmann        
                                               ---------------------------------
                                      Name:    Richard E. Hoffmann
                                      Title:   Director, President and Treasurer



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


Date:  May 12, 1999                   BY:      /s/ Charles W. Karlen          
                                               ---------------------------------
                                      Name:    Charles W. Karlen
                                      Title:   Vice President



<PAGE>   11


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Document
 Number           Description
--------          -----------
<S>               <C>                                                           
 2a               Voluntary Petition of Shearson-Murray Real Estate Fund VII,
                  Ltd. to commence a case under Chapter 11 of the Federal
                  Bankruptcy Code in the United States Bankruptcy Court for the
                  Western District of Texas-Austin Division, as filed on June 6,
                  1989. Reference is made to Exhibit 2a to 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 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 for the year ended December 31, 1989 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 the Registrant'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 of the Registrant's 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 of the
                  Registrant'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 of the Registrant'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 of the Registrant'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 of the
                  Registrant'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>