Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

·   The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:  

·   First:  The name of the limited partnership is

RESOURCE REAL ESTATE INVESTORS 7, L.P.

·   Second:  The address of its registered office in the State of Delaware is

110 S. POPLAR STREET, SUITE 101 in the city of WILMINGTON, DE  19801

The name of the Registered Agent at such address is ANDREW M. LUBIN

·   Third:  The name and mailing address of each general partner is as follows:

RESOURCE CAPITAL PARTNERS, INC.

GENERAL PARTNER

ONE CRESCENT DRIVE, SUITE 203

NAVY YARD CORPORATE CENTER

PHILADELPHIA, PA 19112

In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of March ___ 2008.

RESOURCE REAL ESTATE INVESTORS 7, L.P.

By:           RESOURCE CAPITAL PARTNERS, INC.

    GENERAL PARTNER

       Darshan V. Patel, Chief Legal Officer and Secretary