Exhibit Index p.29
                                                         Exhibits begin p. (n/a)
                                                         Total pages:  47

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                      ANNUAL REPORT PURSUANT TO SECTION 13
                           OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

                   For the fiscal year ended December 31, 1997
                        Commission file number 000-16757

                          CONCORD MILESTONE PLUS, L.P.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                          52-1494615
(State or other  jurisdiction of               (IRS Employer Identification No.)
incorporation  or  organization)             


  150 EAST PALMETTO PARK ROAD, 4TH FLOOR
        BOCA RATON, FLORIDA                                        33432
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code             (561) 394-9260
                                                            -------------------

Securities registered pursuant to Section 12(b) of the Act:               None

Securities registered pursuant to Section 12(g) of the Act:               None

Class A Interests  ("Class A  Interests"),  each such interest  representing  an
assignment of one Class A Limited  Partnership  Interest held by CMP  Beneficial
Corp., a Delaware  corporation (the "Assignor"),  under the Amended and Restated
Agreement  of  Limited  Partnership  (the  "Partnership  Agreement")  of Concord
Milestone Plus, L.P.
                            (Title of Class)

Class B Interests  ("Class B  Interests"),  each such interest  representing  an
assignment  of one Class B Limited  Partnership  Interest  held by the  Assignor
under the Partnership Agreement.
                            (Title of Class)

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

The Class A and Class B  Interests  are not  traded  on any  established  public
trading market.

DOCUMENTS INCORPORATED BY REFERENCE                                     NONE
    
                                                                 1

<PAGE>
                                     PART I


 Item 1.        Business.

                (a)        General Development of Business.

                Concord Milestone Plus, L.P. (the  "Partnership")  was organized
as a Delaware limited partnership on December 12, 1986 with CM Plus Corporation,
a Delaware  corporation (the "General  Partner"),  as its general  partner.  The
General Partner is wholly owned by Concord Assets Group, Inc.  ("Concord").  The
Partnership  is engaged in the business of owning and operating  three  shopping
centers.  CMP  Beneficial  Corp.,  a wholly  owned  subsidiary  of Concord,  was
organized  under  Delaware law in December  1986 for the sole purpose of holding
limited  partnership  interests in the Partnership for the benefit of holders of
the Class A  Interests  and Class B  Interests  and has  engaged in no  business
activities other than fulfilling its obligations  under the Amended and Restated
Agreement  of  Limited   Partnership  of  the  Partnership   (the   "Partnership
Agreement").

                (b)  Industry Segment Information.

                The Partnership has only one industry  segment,  commercial real
estate.  See Item 8,  "Financial  Statements and  Supplementary  Data",  of this
report for a summary of the  Partnership's  operations for the last three fiscal
years.

                (c)        Narrative Description of Business.

                The  Partnership  was formed for the  purpose  of  investing  in
existing  income-producing  commercial  and  industrial  real  estate,  such  as
shopping  centers,   office  buildings,   free-standing   commercial  buildings,
warehouses and distribution centers. The Partnership currently owns and operates
three shopping centers, one located in Searcy, Arkansas (the "Searcy Property"),
one located in Valencia, California (the "Valencia Property") and one located in
Green Valley, Arizona (the "Green Valley Property").

                The amount of revenues attributable to the Searcy Property,  the
Valencia Property and the Green Valley Property (collectively, the "Properties")
from tenants not affiliated with the  Partnership  was (i) $457,514,  $1,303,348
and $1,262,050,  respectively, for the fiscal year ended December 31, 1997; (ii)
$409,186,  $1,354,547 and  $1,196,679,  respectively,  for the fiscal year ended
December 31, 1996; and (iii) $441,239, $1,388,592 and $1,204,137,  respectively,
for the fiscal year ended December 31, 1995.

                See  Item  2,  "Properties",   of  this  Report  for  additional
information as to the  Properties,  including a description  of the  competitive
conditions affecting them.


                                                                 1

<PAGE>

Employees

                The Partnership  employs six people at the Green Valley Property
and one  person at the Searcy  Property  who  provide  general  maintenance  and
security  services.  Milestone  Property  Management,  Inc., an affiliate of the
General  Partner,  provides all management  services for the  Partnership and is
reimbursed for its cost of administrative  services provided to the Partnership,
including the pro rata cost of personnel.  Aside from its officers,  the General
Partner has no employees. See Item 11, "Compensation", of this Report.

 Item 2.        Properties.

     The Properties consist of three shopping centers: the Searcy Property,  the
Valencia  Property  and the Green  Valley  Property.  For the  purposes  of this
section, the following is a glossary of terms:

                a.  Occupancy  rate - The rate of the actual leased area (square
                    footage) to gross leaseable area (square  footage) as of the
                    end of the fiscal year (December 31).

                b. Leasable area - The area (square  footage) for which rent can
                    be charged.

                c.  Average  effective  annual  rental  per  square  foot  - The
                    average rental rate received per square foot of leased space
                    taking rental concessions and discounts into consideration.

                d. Total rent - Minimum annual base rent plus percentage  rental
                    revenue.

Refinancing of Bonds Payable

                As of September 30, 1997, the  Partnership,  with the assistance
of Tri-Stone Mortgage Company, an affiliate of the General Partner, closed three
new fixed rate first  mortgage  loans (the  "Mortgage  Loans")  from Westco Real
Estate Finance Corp. (the "Lender") in the amounts of $2,865,000, $8,445,000 and
$5,400,000,  respectively.  Tri-Stone  Mortgage  Company  did  not  receive  any
compensation  for its services.  All three  Mortgage  Loans are secured by first
mortgages  on all three of the  Properties.  Prior to September  30,  1997,  the
Properties  were  encumbered by mortgages  granted by the  Partnership to United
States Trust  Company of New York,  as trustee for the benefit of the holders of
the Partnership's Escalating Rate Collateralized Mortgage Bonds due November 30,
1997 (the "Bonds").  The Partnership used the proceeds of the Mortgage Loans and
available  cash  to  redeem  all of  the  outstanding  Bonds.  An  aggregate  of
$17,015,650  was paid to the  holders  of the  Bonds  in  connection  with  such
redemption,  of which  $16,452,000  was applied to prepay the  principal  of the
Bonds and $563,650 was applied to pay interest  accrued on the Bonds through the
redemption date.



                                                                 2

<PAGE>
 
                The  Mortgage  Loans and related  terms at December 31, 1997 for
the Properties are summarized as follows:

                            Principal                                Monthly
                            Balance at                              Payments of
                              December           Interest           Principal
Property/Location            31, 1997              Rate %          and Interest
-----------------         --------------           ------          ------------

Searcy, AR                    $2,861,153            8.125               $21,640
Valencia, CA                   8,429,458            8.125                65,881
Green Valley, AZ               5,392,963            8.250                41,252
                               ---------                                 ------
Total                        $16,683,574                               $128,773
                              ==========                                =======

         The Mortgage Loans require  payments of principal and interest  through
and including  September 1, 2007.  On October 1, 2007,  the balance of principal
and interest is estimated to be $2,505,981,  $7,003,227,  and $4,738,096 for the
Searcy, Valencia and Green Valley Properties,  respectively, and will be due and
payable. Subsequent to October 31, 2003 and prior to May 31, 2007, each Mortgage
Loan  may be  prepaid  in  whole  but  not in part on any  payment  date  with a
prepayment  penalty equal to the greater of (i) 1% of the outstanding  principal
balance at such time,  or (ii) the excess,  if any, of the present  value of the
remaining  scheduled  principal  and interest  payments  (including  any balloon
payment), discounted at the Discount Rate (as defined below), over the amount of
principal  being prepaid.  The Mortgage Loans may be prepaid  without penalty on
any payment date after May 31, 2007.  The Discount Rate is a rate  determined as
of the week ending prior to the  prepayment  date and is based on the  published
rates of U.S. Government securities having maturities approximating the maturity
date of the  Mortgage  Loans.  The  Mortgage  Loans  are each  secured  by first
mortgages on all three of the  Partnership's  Properties and a default under any
of the Mortgage Loans  constitutes a default on all of the Mortgage Loans. Each
mortgage may be released at the  Partnership's  option  after the  corresponding
Mortgage Loan is fully paid  provided that no event of default  exists under any
of the Mortgage Loans, the mortgagee has not given the Partnership notice of any
event which, with the passage of time, would constitute an event of default, and
certain other conditions are satisfied.

         In connection  with the Green Valley Mortgage Loan, the Partnership has
deposited  $150,000 into an escrow  account (the "Green Valley Escrow  Account")
with the  Lender.  The funds  held in the Green  Valley  Escrow  Account  may be
released upon the execution of a new lease or renewal lease,  with a termination
date of July 31, 2004 or later,  by Abco, a tenant of the Green Valley  Property
and the satisfaction of certain other conditions.



                                                                 3

<PAGE>



         In  connection  with  the  Valencia   Mortgage  Loan,  the  Partnership
deposited  $45,000 into an escrow account (the "Valencia  Escrow  Account") with
the Lender.  Such amount was released to the  Partnership  during  February 1998
after a certain  environmental  condition  existing at the Property was shown to
require  no  further  action  to the  satisfaction  of the  State of  California
Environmental   Protection  Agency  Department  of  Toxic  Substances   Contract
("DOTSC").  The cost of the various tests,  studies,  legal  representation  and
negotiations  with the DOTSC  relating to the  resolution of this  environmental
problem was approximately  $71,000, all of which was accrued and expensed during
1997.

         CM Plus Corporation, the general partner of the Partnership, guarantees
certain limited recourse obligations under the Mortgage Loans.

The Searcy Property
Searcy, Arkansas

         Location.  The Searcy  Property is situated  on an  irregularly  shaped
parcel of  approximately  10.78  acres,  which has  frontages on Race Avenue and
Front Street in the City of Searcy,  Arkansas.  Searcy, the county seat of White
County,   is  located  in  the  central   portion  of  the  State  of  Arkansas,
approximately 50 miles northeast of Little Rock, Arkansas.

         The Searcy Property is part of a larger  shopping  complex known as the
Town and Country Plaza. In addition to the Searcy Property, the Town and Country
Plaza  consists of an  approximately  seven acre parcel  (formerly the site of a
free-standing  Wal-Mart department store) and five adjacent out parcels totaling
3.86 acres.

         The Searcy Property is situated on the west side of Front Street,  just
west of U.S.  Route 64, 67 and 167,  and the south side of State  Route 36 (Race
Avenue).  The  Searcy  Property  is part of a  two-mile  stretch  of  commercial
development  along  Race  Avenue  that is the main  shopping  area for the city,
county and  surrounding  areas.  Searcy's  marketing  area includes all of White
County and portions of surrounding  counties.  Town and Country Plaza  comprises
the major portion of this main shopping  area.  Race Avenue is densely  improved
with strip shopping  centers,  car dealerships,  fast food  franchises,  motels,
restaurants,  gas stations, banks, a hospital, a vocational-technical school and
free-standing commercial businesses.

         Description.  The Searcy Property, which was completed in July 1985, is
a one-story  masonry and steel building whose exterior is painted concrete block
with masonry,  brick and glass fronts. The Searcy Property contains 78,436 gross
leasable square feet divided into nine units.  The entire Town and Country Plaza
has parking for 970 cars of which approximately 570 parking spaces are allocated
to the Searcy Property.

         Operating and Tenant Information. As of March 4, 1998, there were eight
tenants  (including two anchor tenants) and one vacancy at the Searcy  Property.
The  occupancy  rate was  95.5%,  92.9%  and  95.5%  for  1997,  1996 and  1995,
respectively.  The average  effective  annual  rental per square foot was $5.57,
$5.24, and $5.33 for 1997, 1996, and 1995, respectively.

                                                                 4

<PAGE>



          The two anchor  tenants,  a J.C. Penney  department  store and a Stage
Store  ("Stage"),  occupy 10% or more of the gross  leasable  area of the Searcy
Property.  J.C. Penney, a clothing and apparel department store, occupies 39,396
square feet or 50.2% of the gross leasable area of the Searcy Property. Stage, a
clothing and apparel  store,  occupies  15,600 square feet or 19.9% of the gross
leasable area of the Searcy  Property.  The  principal  provisions of the leases
with these anchor tenants are summarized below.

         J.C. Penney operates its department  store under a lease that commenced
October 2, 1985, as amended on November 5, 1996, and originally expired December
31, 2007, subject to eight five-year renewal options exercisable by J.C. Penney.
On  November  5,  1996,  the  lease  was  amended,  to allow  for J.C.  Penney's
expansion.  Pursuant to the amendment, the expanded store opened for business on
September 1, 1997,  thereby  changing the  expiration  date to 10 years from the
expanded  store opening date (August 31, 2007).  The expansion  includes  12,902
square feet of additional  land,  which  includes 5,600 square feet of pad space
previously  occupied by smaller tenants. In 1997, J.C. Penney built on the 7,302
square  feet of  unoccupied  land.  The  additional  annual base rent due to the
expansion was $40,000 and, as of January 1, 1997,  the annual  minimum base rent
increased to $205,600  ($5.21 per square  foot).  The lease  provides for annual
percentage  rent  equal to 1.5% of the  tenant's  gross  receipts  in  excess of
$11,820,004.  The total rent received from J.C. Penney in 1997 was $205,600.  In
addition,  J.C.  Penney is required to reimburse the  Partnership  (as an offset
against  percentage rent) a pro rata share of any increases in real estate taxes
over the highest tax paid by the Partnership during any of the first three years
of operation.  J.C.  Penney is also required to reimburse  the  Partnership  for
common area  maintenance  expenses  in annual  amounts per square foot of tenant
space as follows: $.20 for years 1-5, $.25 for years 6-10, $.30 for years 11-15,
$.35 for years 16-20 and $.50 during the option periods. J.C. Penney is required
to maintain comprehensive public liability insurance of not less than $1,000,000
per  occurrence  of  bodily  injury  or death  and not less  than  $100,000  per
occurrence for property damage.

         J.C.  Penney has the right to discontinue use of the premises as a J.C.
Penney retail store  business,  or sublet or assign the  premises,  at any time.
This  right is  subject to certain  notice  requirements  and the  Partnership's
option to cancel the lease. As long as the lease remains in effect after 30 days
of  discontinued  use, J.C.  Penney must pay, in addition to the annual  minimum
rent,  additional  rent equal to the average of the amounts  paid as  percentage
rent for each lease year during the period between the commencement of the lease
and the time when it discontinues use of the premises.

         Stage has given notice of its intention to  discontinue  its operations
effective April 30, 1998.  Stage will still be responsible for the basic minimum
rental and the average of the amounts  actually  received  each lease year under
the provisions for contingent  additional  rentals  including real estate taxes,
common area maintenance and insurance. The annual minimum rent is $81,900 ($5.25
per square foot). The total rent received from Stage in 1997 was $81,900.


                                                                 5

<PAGE>



         The other six tenants at the Searcy Property provide a variety of goods
and services,  including  furniture,  family shoes,  ladies apparel and jewelry.
These leases have varying lease terms ranging from 2 to 14 years and provide for
annual minimum rents aggregating $104,793 and ranging from $6.00 per square foot
to $9.00 per square foot (a weighted average of $7.54 per square foot).  Most of
the leases  contain  provisions for  additional  rent  calculated as a specified
percentage of the tenant's gross  receipts  above fixed minimum  amounts and for
reimbursement  of all or a portion of the tenant's pro rata share of real estate
taxes,  insurance and common area maintenance expenses. One tenant leasing 1,560
square feet is on a month to month rental agreement.

         The following table shows selected lease expiration information for the
Searcy Property (assuming no renewals or cancellations):
                            Gross                  % of Total
    Year of   Number of     Leasable    Annual       Annual
 Expiration    Leases       Area       Minimum       Minimum
  of Lease    Expiring    (Sq.Ft.)      Rent         Rent
------------  ---------   ---------    ----------   ---------
     1998         1         2,867       $24,513       6.3%
     1999         2         4,800        28,800       7.3%
     2000         1         5,973       (1)         ---
     2001         2        20,280       124,020      31.6%
     2007         1        39,396       205,600      52.4%
    Month to
     Month        1         1,560         9,360       2.4%
  Vacancies                 3,560       ---        ---
                 --        ------     ---------    -------
     Total        8        78,436      $392,293     100.0%
                  =        ======     =========     ======

                         (1) This  tenant  currently  pays 4% of gross  sales in
lieu of all rental obligations

                Real estate taxes on the Searcy Property are based on a tax rate
of 3.41% of assessed  valuation.  The current  assessed  valuation of the Searcy
Property  is  approximately  $754,000  and  real  estate  taxes  for  1997  were
approximately  $26,000. Real estate taxes are subject to increases in the future
that may result from reassessment and/or increases in the tax rate.

                The  Partnership's  adjusted  federal  income  tax basis for the
Searcy  Property is  approximately  $3,207,000 of which $430,000 is allocated to
land and $2,777,000 to the building and  improvements.  For financial  statement
purposes,  the Partnership  depreciates the cost of the building over 31.5 years
and  improvements  over 5 to 12 years  using  the  straight-line  method of cost
recovery.  In the  opinion  of the  General  Partner,  the  Searcy  Property  is
adequately insured.

                                                                 6
<PAGE>
                Competition.  There are three shopping  centers within two miles
to the west of the Town and Country  Plaza on Race  Avenue.  The first  shopping
center  consists of a Goody's  department  store and a  Heilig-Meyers  furniture
store. The second shopping center consists of a Fred's discount store, Warehouse
Foods, a Sears catalog store and two satellite stores. The third center consists
of a Kroger food store and a Revco  drugstore.  Directly  across the street from
the Searcy Property is a Wal-Mart superstore.  The Wal-Mart which relocated from
the Town and  Country  Plaza in 1992,  has  since  vacated  and  subdivided  its
superstore. Books-A-Million,  Anthony's (owned by Stage), Hibetts Sports and TSC
Tractor Supply currently occupy this space.

Old Orchard Shopping Center
Valencia, California

                Location.  The Valencia Property is situated on an approximately
9.94-acre  parcel that has frontages on Lyons Avenue and Orchard Village Road in
the town of  Valencia,  California.  Valencia  is located  in the Santa  Clarita
Valley in Los Angeles County,  approximately 35 miles north of Los Angeles.  Old
Orchard  Shopping Center is located on the northwest  corner of Lyons Avenue and
Orchard Village Road in a heavily  developed  commercial  area.  Lyons Avenue is
improved with shopping centers, fast food restaurants,  housing developments and
free standing convenience stores. The surrounding area is densely populated with
apartments, condominiums and single family residences.

                In 1996,  a 78,000  square foot  shopping  center  opened on Old
Orchard Street across from the Valencia Property.  This center includes a 46,000
square foot  Ralph's  Supermarket,  a 16,000  square foot  drugstore  and 16,000
square feet of smaller stores. This shopping center has had an adverse impact on
tenant sales but it has not materially  adversely affected the occupancy rate at
the Valencia Property.

                Description of the Property.  Old Orchard  Shopping center is an
eight  building,  one-story  masonry and steel shopping  center complex that was
originally  constructed  in 1965.  During 1985 and 1986 the shopping  center was
renovated  and  enlarged to 103,413  square  feet of gross  leasable  area.  The
exterior  construction is pre-cast  concrete,  fluted block and decorative tile.
The shopping center has over 500 parking spaces.

                Operating and Tenant Information. As of March 4, 1998 there were
20 tenants  (including two anchor  tenants) and three  vacancies at the Valencia
Property. The occupancy rate was 93.9, 97.1%, and 100%, in 1997, 1996, and 1995,
respectively.  The average  effective  annual rental per square foot was $11.43,
$11.98 and $11.65 for 1997, 1996, and 1995, respectively.

                The two anchor tenants,  Lucky Stores, Inc. ("Lucky Stores"),  a
full service grocery store,  and Rite Aid Pharmacy ("Rite Aid") (which purchased
Thrifty during 1997), a full service drug store, occupy 10% or more of the gross
leasable area of the Valencia Property. Lucky Stores occupies 31,842 square feet
or 30.8% of the gross leasable area of the Valencia  Property.  Thrifty occupies
18,125 square feet or 17.5% of the gross leasable area of the Valencia Property.
The principal  provisions of the leases with these anchor tenants are summarized
below.

                                                                7
<PAGE>
                Lucky Stores  operates  under a lease that  commenced on July 1,
1986 and  expires  June 30,  2006,  subject to four  five-year  renewal  options
exercisable  by Lucky  Stores.  The annual base rent is $300,000 per year ($9.42
per square foot).  The lease also provides for percentage rent equal to 1.25% of
gross annual sales in excess of  $38,000,000,  less amounts paid by Lucky Stores
for  property  taxes and  assessments  and  insurance  premiums.  The total rent
received  from Lucky Stores in 1997 was  $300,000.  If the Valencia  Property is
occupied or used for specified,  prohibited  purposes,  the  percentage  used in
calculating  percentage  rent will be reduced to an amount not less than  .625%.
Lucky Stores is required to reimburse  the  Partnership  for a pro rata share of
real estate  taxes,  insurance and common area  maintenance  expenses (but Lucky
Stores'   consent  is  required  for  any  single   expenditure   regarding  the
maintenance,  insurance and lighting of the Property in excess of $5,000). Lucky
Stores has the right to assign or sublet the lease.

                Rite Aid operates under a lease that commenced on March 25, 1965
and expires May 31, 2005, subject to four five-year renewal options  exercisable
by Rite Aid.  Rent is payable  monthly in an amount  equal to 3% of the tenant's
gross sales for the  previous  month,  but not less than $45,000  annually.  The
total rent received from Rite Aid in 1997 was $109,787. Rite Aid is not required
to reimburse the  Partnership  for any real estate taxes or operating  expenses.
Rite Aid may not sublet or assign its space without prior written consent of the
Partnership, except to one of its affiliates.

                The other 18  stores  in the Old  Orchard  Shopping  Center  are
leased  to  tenants  providing  a  variety  of  goods  and  services,  including
automotive,  fast food,  gourmet food,  apparel,  banking,  hardware,  specialty
gifts, beauty supplies, dry cleaning and hairstyling.  These leases have varying
lease terms  ranging  from 3 to 35 years and provide  for annual  minimum  rents
aggregating $721,845 and ranging from $9.69 per square foot to $30.90 per square
foot (a weighted average of $15.31 per square foot).  Many of the leases contain
provisions  pursuant to which the  Partnership  is entitled  to  participate  in
specified percentages of tenant's gross receipts above fixed minimum amounts and
to receive  reimbursement for the tenant's pro rata share of operating expenses,
including real estate taxes,  insurance and common area maintenance expenses. In
addition, many of the leases provide that after the lease expires the tenant may
continue to occupy the space subject to the existing  lease,  except that annual
minimum rent will increase by 25% to 50%.

                The following table shows selected lease  expiration and vacancy
information for the Valencia Property (assuming no renewals or cancellations):

                                                                 8

<PAGE>
                                Gross                     % of Total
    Year of     Number of      Leasable      Annual        Annual
 Expiration        Leases         Area      Minimum        Minimum
   of Lease       Expiring      (Sq.Ft.)       Rent        Rent
 ------------  -------------   ---------    ----------    ---------
       1998           5          11,752      $197,003        18.5%
       1999           3           6,700       115,771        10.9%
       2000           3          11,880       117,598        11.0%
       2002           4           7,090       155,502        14.6%
       2003           1             420        10,053          .9%
       2005           3          27,429       170,910        16.0%
       2006           1          31,842       300,000        28.1%
     Vacancies       -            6,300                     -
                    ---        --------     ---------       -------
       Total         20         103,413    $1,066,837       100.0%
                     ==         =======     =========       ======

                The  Valencia  Property is subject to real  estate  taxes at the
rate of 1.44% of assessed  valuation.  The  current  assessed  valuation  of the
Valencia  Property  is  $8,961,000  and the total  tax for 1997 on the  Valencia
Property was approximately  $128,600. Real estate taxes are subject to increases
in the future  that may result from  reassessment  and/or  increases  in the tax
rate.

                The  Partnership's  adjusted  federal  income  tax basis for the
Valencia  Property is $11,102,000  of which  $6,500,000 is allocated to land and
$4,602,000  is  allocated  to the  buildings  and  improvements.  For  financial
statement  purposes the  Partnership  depreciates the cost of the buildings over
31.5 years and improvements over 5 to 10 years using the straight-line method of
cost recovery.  In the opinion of the General Partner,  the Valencia Property is
adequately insured.

                Competition. Within two miles of the Valencia Property there are
competing  shopping  facilities  at Newhall Plaza with a Von's Food Store and 10
satellite stores, Granary Square with a Hughes Food Market, Long's Drugstore and
26 satellite stores, a Safeway  Supermarket  complimented by 14 satellite stores
and the Alpha Beta Center with Alpha Beta Food stores and 16  satellite  stores.
In 1992, a strip center  anchored by a Ralph's Foods opened within a mile of the
Valencia Property.

Green Valley Mall
Green Valley, Arizona

                Location. The Green Valley Property, a mall complex known as the
Green Valley Mall, is situated on an approximately 21.31-acre parcel in the Town
of Green  Valley,  Arizona.  It has  frontages on  Interstate  19 and  Esperenza
Boulevard, with additional access from La Canada Road. Green Valley is a planned
adult  community  located  in  Pima  County  in  the  Santa  Cruz  River  Valley
approximately 25 miles south of Tucson. Green Valley has two hotels and a number
of office buildings, several community centers and six 18 hole golf courses. The
Green  Valley  Property  is  located at  intersection  65 of  Interstate  19 and
Esperenza  Boulevard and serves Pima County, as well as Santa Cruz County to the
south.


                                                                 9
<PAGE>

                Description  of the  Property.  Green Valley Mall is an open-air
shopping  complex  originally  built in the 1960's and expanded at various times
throughout  the 1970's and 1980's.  The shopping  center is comprised of several
buildings,  including  some  that  are free  standing,  totaling  194,000  gross
leasable square feet (adjusted by 1,400 square feet representing the mall office
and  maintenance  space).  The exterior  construction  is a combination of adobe
block,  split face block and painted concrete block. The mall has  approximately
975 parking spaces.

                Operating  and Tenant  Information.  As of March 4, 1998,  there
were 73 tenants  (including  three anchor tenants) and 10 vacancies at the Green
Valley  Property.  The anchor tenants are an ABCO  Supermarket  (the only tenant
that  occupies  10% or more of the  gross  leasable  area  of the  Green  Valley
Property),  an Ace Hardware store,  and Beall's  Outlet.  The occupancy rate was
89.3%,  90.2%, and 92.0%, for 1997,  1996, and 1995,  respectively.  The average
effective  annual rental per square foot was $5.87,  $5.52, and $5.25, for 1997,
1996, and 1995, respectively.

                ABCO  Supermarket  occupies 38,983 square feet or  approximately
20% of the gross  leasable  area of the Green  Valley  Property.  The  principal
provisions of the lease with this anchor tenant are summarized below.

                ABCO  Supermarket  operates its store under a lease that expires
July 31, 1999,  subject to five five-year  renewal  options  exercisable by ABCO
Supermarket.  The annual base rent is $68,060 ($1.75 per square foot). The lease
provides for annual  percentage rent equal to 1% of annual gross sales in excess
of  $4,000,000.  The  total  rent  received  from ABCO  Supermarket  in 1997 was
$97,290. The tenant is required to reimburse the Partnership a pro rata share of
real  estate  taxes and common  area  maintenance  expenses  and is  required to
maintain  liability  insurance of not less than $300,000 for personal  injury or
death of any one person,  $500,000  for injury or death of any number of persons
in any one incident,  and $100,000 for damage to property resulting from any one
incident.  ABCO Supermarket may not sublet the space or assign the lease without
the Partnership's consent.

                The  other 72  tenants  in the mall  provide a wide  variety  of
retail goods and services, including fast food, apparel, hairstyling, insurance,
books, specialty gifts, mortgage services,  accounting,  greenery, printing, and
banking.  These leases have varying  lease terms  ranging from 1 to 25 years and
provide for payment of annual  minimum  rents  aggregating  $904,754 and ranging
from $.78 per  square  foot to $16.72  per square  foot (a  weighted  average of
approximately  $6.74 per square  foot).  Some of the leases  contain  provisions
pursuant to which the  Partnership  is entitled  to  participate  in a specified
percentage of the tenant's gross receipts above fixed minimum  amounts.  Most of
the leases  require  the tenant to  reimburse  the  Partnership  for all or some
portion of the  tenant's  pro rata share of operating  expenses  including  real
estate taxes, insurance and common area maintenance expenses.

                The following table shows selected lease expiration (assuming no
renewals or cancellations) and vacancy information:

                                                                 10

<PAGE>



                                  Gross                 % of Total
     Year of     Number of     Leasable    Annual         Annual
  Expiration        Leases      Area       Minimum       Minimum
    of Lease       Expiring     (Sq.Ft.)     Rent          Rent
  ------------  -------------  --------   ---------      ---------
        1998          20         28,906    $160,827         16.5%
        1999          19         56,985     227,239         23.4%
        2000          16         37,106     299,491         30.8%
        2001          10         25,866     166,514         17.1%
        2002           4          7,731      73,917          7.6%
        2003           2          4,866      26,644          2.7%
 Month to month        2         11,760      18,182          1.9%
      Vacancies       -          20,780     -                 -
                     ---         ------    --------       -------
        Total         73        194,000    $972,814        100.0%
                      ==        =======     =======        ======

                Real estate  taxes on the Green  Valley  Property are based on a
primary tax rate of 7.43% per $100 of assessed value and a secondary tax rate of
4.13%  per $100 of  assessed  value.  The Green  Valley  Property  is  currently
assessed at  $1,390,000  for  purposes of the primary  rate and  $1,757,000  for
purposes of the  secondary  rate.  Real estate taxes for 1997 are  approximately
$176,000.  Real  estate  taxes are subject to  increases  in the future that may
result from reassessment and/or increases in the tax rate.

                The  Partnership's  adjusted  federal  income  tax basis for the
Green Valley  Property is $9,525,000,  of which  $5,100,000 is allocated to land
and  $4,425,000  to the  buildings and  improvements.  For  financial  statement
purposes, the Partnership  depreciates the cost of the buildings over 31.5 years
and  improvements  over 5 to 10 years  using  the  straight-line  method of cost
recovery.  In the opinion of the General  Partner,  the Green Valley Property is
adequately insured.

                In 1993 and 1994, the General Partner  determined,  based on the
current market conditions and projected future cash flows that the Partnership's
investment  in the Green Valley  Property was impaired and recorded a $1,000,000
and  $1,085,932,  non-cash  charge against  earnings to write-down the property,
respectively.  In 1997,  1996 and 1995, the General  Partner  determined that an
additional write-down was not necessary based on the projected future cash flows
of the Property.

                Competition.  The Green Valley Property  competes  directly with
the 142,500 square foot  Continental  Shopping Plaza located at Continental Road
and Interstate 19 approximately one mile south of the Green Valley Property. The
Continental  Shopping  Plaza is  anchored by a Safeway  Supermarket.  There is a
shopping center located 3 miles to the north of the Green Valley Property in the
newly  incorporated  town of Sahuarita.  This shopping  center includes a 65,000
square foot  Wal-Mart  Department  Store and a 42,000  square foot  Bashas' Food
Store as anchor  tenants  plus 25,000  square  feet of space for local  tenants.
Another center, which is located to the north of the

                                                                 11

<PAGE>



Green Valley  Property,  was  anchored by a 45,000  square foot Kmart and 10,000
square feet of space for local  tenants,  and closed  during  1995. A quadruplex
theater is planned for the vacant Kmart to be opened in March of 1999. Since the
incorporation of this town, several large areas have been rezoned for commercial
development.  One area  located  2.5 miles  north of Green  Valley,  called "The
Quorum",  was  actively  developed  within the last 18 months.  New  development
consists of a Full Service Gas Station/Dairy  Queen with car wash, a new Holiday
Inn Express, Dorson's Furniture Store, Golf etc., Carpet One, a Bar & Grill, and
a Burger King which will open March of 1998.

Commitments and Contingencies

                Investments   in  real   property   create   a   potential   for
environmental  liability on the part of the owner, operator or developer of such
real property.  If hazardous  substances are discovered on or emanating from any
of the Properties, the Partnership and/or others may be held strictly liable for
all costs and liabilities relating to the clean-up of such hazardous substances.
The  Partnership is not aware of any other  environmental  conditions  that will
have a material effect on the financial statements.

Item 3.         Legal Proceedings

                None

Item 4.         Submission of Matters to a Vote of Security Holders.

                None

                                                                 12

<PAGE>



                                                              PART II


 Item 5.     Market for Registrant's Units and Related Security Holders Matters.

                (a)  Class  A and  Class  B  Interests  are  not  traded  on any
established  public trading market and no organized market has developed for the
interests in the  Partnership.  Sales of the Class A and Class B Interests occur
from time to time  through  independent  broker-dealers,  but to the best of the
Partnership's knowledge, there are no market makers for the interests.  Recently
published  information relating to other real estate limited partnerships (which
may not be  analogous  to the  Partnership)  indicates  that  sales  of  limited
partnership  interests in those partnerships occur at substantial discounts from
the amounts of the original investments.

                (b) As of  March  4,  1998,  1,518,800  Class  A  Interests  and
2,111,072 Class B Interests were held by approximately  1,363 and 1,460 holders,
respectively.

                (c) The Partnership is a limited  partnership and,  accordingly,
does not pay dividends.  It does, however, make quarterly  distributions of cash
to its  partners  depending  upon  distributable  cash  flow and  certain  other
conditions. Such distributions were suspended subsequent to the first quarter of
1997 due to the cost of  addressing  an  environmental  issue  identified at the
Valencia Property and payment of certain expenses.

                Pursuant to the Partnership  Agreement,  distributable cash flow
(as defined) for each fiscal quarter is distributed as follows:  (i) first,  99%
to the holders of the Class A Interests as a group and 1% to the General Partner
until the holders of the Class A Interests have received an amount of cumulative
distributions  necessary to provide such  holders  with a  non-compounded  10.5%
cumulative  annual  return   (determined  in  accordance  with  the  Partnership
Agreement);  (ii) next,  90% to the holders of the Class A Interests  and 10% to
the General  Partner  until the holders of the Class A Interests  have  received
distributions of distributable capital proceeds (i.e., net proceeds of a sale or
other disposition or a refinancing of Properties available for distribution) and
uninvested  offering  proceeds equal to $10.00 for each Class A Interest plus an
amount of  cumulative  distributions  necessary  to provide  such holders with a
cumulative,  non-compounded  12.5% annual return  (determined in accordance with
the Partnership  Agreement on their Adjusted Priority Base Amount as defined) (a
"12.5% Priority Return"); and (iii) thereafter,  85% to the holders of the Class
B Interests,  5% to the holders of the Class A Interests  and 10% to the General
Partner.

                Pursuant to the  Partnership  Agreement,  distributable  capital
proceeds are distributed as follows: (i) first, 100% to the holders of the Class
A Interests as a group until they have received  distributions  of distributable
capital proceeds and uninvested offering proceeds equal to $10.00 for each Class
A Interest plus an amount of cumulative  distributions necessary to provide such
holders with a 12.5% Priority Return; and (ii) thereafter, 85% to the holders of
the Class B Interests and 15% to the General Partner.


                                                                 13

<PAGE>



                Distributable   cash  flow,   as  defined  in  the   Partnership
Agreement,  means, with respect to any period,  (i) revenues and payments (which
do not include refundable deposits or unearned rent) of the Partnership received
in cash during such period,  and reserves set aside out of revenues during prior
periods and no longer needed for the Partnership's  business,  but not including
cash proceeds attributable to a capital transaction (as defined),  Bond proceeds
or capital contributions (as defined),  less (ii) the sum of (A) amounts paid in
cash by the  Partnership  during  such  period  for  operating  expenses  of the
Partnership  (excluding  amounts paid from reserves or funds provided by capital
contributions  or loans),  for debt payments,  and for compensation to a removed
General  Partner  and other fees or payments  to the  General  Partner,  (B) any
capital  expenditures  with respect to Properties,  and (C) any amount set aside
for the restoration,  increase or creation of reserves.  Distributable cash flow
is deemed to  include  the amount of any income  tax  withheld  with  respect to
revenues that are includable in distributable cash flow.

                During its two most recent fiscal  years,  the  Partnership  has
made the following cash distributions with respect to the Class A Interests:

                                       Amount of                   Portion
       Distribution                  Distribution              Representing
      With Respect                  Per 100 Class              a Return of
 To Quarter Ended:                A Interests (1)              Capital (2)
 -----------------                ---------------            -------------
 March 31, 1997                        $3.29                         $3.29
 June 30, 1997 (3)                        $0                            $0
 September 30, 1997 (3)                   $0                            $0
 December 31, 1997 (3)                    $0                            $0

 March 31, 1996                        $3.29                         $3.29
 June 30, 1996                         $3.29                         $3.29
 September 30, 1996                    $3.06                         $3.06
 December 31, 1996                     $3.30                         $3.30
---------------------------------

              (1) The amounts listed  represent  distributions  of distributable
                    cash flow.

              (2)   That portion of the total  "Amount of  Distribution  per 100
                    Class A Interests"  which is a return of capital.  Return of
                    capital is defined as  distributions in excess of cumulative
                    net income.

              (3)   The Partnership suspended making distributions subsequent to
                    the  first  quarter  of 1997  due to cost of  addressing  an
                    environmental  issue  identified at the Valencia,  Property,
                    and payment of certain expenses relative to the refinancing.

There have been no distributions with respect to the Class B Interests.



                                                                 14

<PAGE>



                In general,  profits are allocated annually among the holders of
Class A Interests  and Class B Interests and the General  Partner,  first in the
ratio and to the extent that they receive  distributions of  distributable  cash
flow.  Profits will next be allocated 100% to holders of Class A Interests until
their capital accounts equal the greater of zero or their Adjusted Priority Base
Amounts  (as defined in the  Partnership  Agreement)  plus their 12.5%  Priority
Return.  Any  additional  profits  will be  allocated  to the holders of Class B
Interests and the General Partner to increase their capital  accounts to reflect
the manner in which they are expected to share in further distributions.

                Gain  arising  upon  the  sale of a  Property  or  otherwise  is
allocated  first to holders of Class A Interests  and Class B Interests  and the
General Partner to eliminate any deficits in their capital accounts, and then to
the  holders of the Class A  Interests  and Class B  Interests  and the  General
Partner to increase  their capital  accounts to reflect the manner in which they
are expected to share in further distributions.

                In general, losses are allocated first to the holders of Class B
Interests and the General Partner in the ratio and to the extent of any positive
balances in their capital accounts; then, to the holders of Class A Interests to
the extent of any positive balances in their capital accounts; and finally, 100%
to the General Partner.

 Item 6.        Selected Financial Data.

                The  following  page  sets  forth  a  summary  of  the  selected
financial information for the Partnership.  The information below should be read
in conjunction with the audited financial statements.

Notes to Selected Financial Data Schedule:

                (a) All  income  allocated  with  respect  to  Equity  Units was
allocated with respect to the 100 Class A Interests in each such unit. No income
was allocated with respect to Class B Interests.

                (b) The net  (loss)  income per 100 Class A  Interests  has been
calculated  by  dividing  the net (loss)  income  for the period by the  average
number of Class A  Interests  outstanding  for the period and  multiplying  that
quotient by 100.

                (c) Distributions  have been allocated based upon the dates that
Class A Interests were issued. Distributions with respect to each fiscal quarter
of the Partnership are paid 60 days following the end of that fiscal quarter. No
distributions were paid with respect to Class B Interests.
                
               (d) Return of Capital is defined as  distributions  in excess of
cumulative net income.

                (e) The net  losses  for 1994 and 1993  include  write-downs  of
$1,085,932  and  $1,000,000,  respectively,  for  impairment of the Green Valley
Property.

                                                                 15
<PAGE>

                                                    CONCORD MILESTONE PLUS, L.P.
                                                      (A Limited Partnership)
                                                      Selected Financial Data
<TABLE>
<CAPTION>
                                    For Years Ended December31,                                   
                                              1997            1996           1995            1994               1993
                                         ------------    ------------    ------------    ------------       -----------------
<S> .....................................  <C>             <C>             <C>             <C>                <C>       
Operating Statement Data:
Revenue .................................$  3,046,796    $  3,009,663    $  3,061,279    $  3,156,657       $  3,106,835
Net loss ................................    (271,920)       (238,119)       (307,810)     (1,317,075)(e)     (1,225,028)(e)

Balance Sheet Data:
Total assets ............................  22,051,864      22,086,775      22,537,617      23,005,298         24,386,240
Long term debt ..........................  16,683,574      16,473,060      16,425,967      16,334,737         16,217,540
Total liabilities .......................  17,216,080      16,877,282      16,893,481      16,853,645         16,717,506

Statement of Partners' (Deficit) Capital:
     General Partner ....................     (74,207)        (70,470)        (66,124)        (61,049)           (45,878)
     Class A Interests ..................   4,909,991       5,279,963       5,710,260       6,212,702          7,714,612
     Class B Interests ..................           0               0               0               0                  0
     Total ..............................   4,835,784       5,209,493       5,644,136       6,151,653          7,668,734

Per 100 Class A Interests (a):

     Net loss (b): ......................    (17.90)         (15.68)         (20.27)       (86.72)               (80.66)

     Distributions (c): .................      3.29           12.94           13.15         13.04                 29.34

     Return of Capital (d): .............      3.29           12.94           13.15         13.04                 29.34

</TABLE>




                                           See Notes to Selected Financial Data

                                                                 16

<PAGE>



Item 7.         Management's Discussion and Analysis of Financial Condition and
                Results of Operations.

General

                The Partnership  commenced a public offering of Equity Units and
Bond  Units  (together,  "Units")  on  April  8,  1987  in  order  to  fund  the
Partnership's real property acquisitions.  The Partnership terminated the public
offering of Units on April 2, 1988. On April 14, 1988, the Partnership  held its
final closing on the sale of Units. The Partnership was fully subscribed to with
a total of 16,452 Bond Units and 15,188 Equity Units from which the  Partnership
received aggregate net proceeds (after deduction of sales commissions, discounts
and selling agent's expense  otherwise  required to be reimbursed to the General
Partner and its Affiliates) of $29,285,960.  Of such total amounts,  15,954 Bond
Units and 15,188  Equity  Units were sold by the  Partnership  during  1988 from
which  the  Partnership   received  net  proceeds  (after   deduction  of  sales
commissions,  discounts  and selling  agent's  expense  allowance and credit for
organization and offering  expenses) of $19,599,176.  The Partnership  purchased
three  shopping  centers  with the  proceeds  from  this  offering.  No  further
acquisitions  are planned and the Partnership  has no plans to raise  additional
capital.

                On September 30, 1997,  the  Partnership  closed three new fixed
rate  first  mortgage  loans  in  the  amounts  of  $2,865,000,  $8,445,000  and
$5,400,000,  respectively.  All  three  Mortgage  Loans  are  secured  by  first
mortgages on the Searcy Property,  the Valencia  Property,  and the Green Valley
Property.  The Partnership used the proceeds of the Mortgage Loans and available
cash to redeem all of the outstanding Bonds. The Mortgage Loans are described in
further detail in Item 2.
Properties Section.

                The  Partnership  has  an  agreement  with  Milestone   Property
Management,  Inc.  ("MPMI"),  an  affiliate of the General  Partner,  to provide
management  services to the  Properties.  In addition,  MPMI is responsible  for
leasing space at the  properties  and actively  monitors all vacancies to ensure
the highest  occupancy rate  possible.  All leasing is performed by MPMI and the
terms of the leases are negotiated on a lease by lease basis.

Year 2000 Compliance

                The   Partnership   has  and  will   continue  to  make  certain
investments  in its  software  systems  and  applications  to  ensure  that  the
Partnership is year 2000 compliant.  It is anticipated  that the project will be
completed  by internal  staff  without  significant  contributions  from outside
contractors. Management believes that the financial impact to the Partnership of
ensuring  its year 2000  compliance  has not been and is not  anticipated  to be
material to the Partnership's financial position or results of operations.


                                                                 17

<PAGE>



Changes in Competitive Conditions

Searcy Property

                The Searcy  Property has experienced a  revitalization  over the
past three years after the  Partnership  found it necessary  to  negotiate  rent
reductions to prevent vacancies in 1994.

                On September 1, 1997,  the J.C.  Penney  expansion was completed
and the new expanded store opened for business.  The expansion  increased  their
existing  space by 12,902  square feet.  The General  Partner  believes the 1997
expansion  has had a  positive  effect on the center  and  should  increase  the
traffic  for the other  tenants.  The  subdivision  and  leasing  of the  former
Wal-Mart  superstore has had both a positive and negative  effect on the center.
Books-A-Million,  Hibetts  Sports,  TSC Tractor and  Anthony's  (owned by Stage)
currently  occupy this space.  The General  Partner  believes  these new stores,
especially the  bookstore,  will continue to be an excellent draw to the center.
However,  effective April 30, 1998, Stage will vacate its store primarily due to
their purchase of Anthony's. Stage, which occupies 15,600 square feet, continues
to be obligated under its lease until August 2001; therefore cash flows from the
property is not expected to be materially affected until such lease expires.

Valencia Property

                The  Valencia  Property  has  a  number  of  competing  shopping
facilities  within the  immediate  area.  In the spring of 1996, a 78,000 square
foot  shopping  center  opened on Old Orchard  Street  across from the  Valencia
Property.  This center  includes a 46,000  square foot  Ralph's  Supermarket,  a
16,000  square foot  drugstore and 16,000  square feet of smaller  stores.  This
shopping  center had an adverse impact on tenant sales as evidenced by a drop in
percentage rent revenue in 1997 but it has not materially adversely affected the
occupancy rate at the Valencia Property.

Green Valley Property

                Strong  competition in the surrounding  areas caused the General
Partner to make capital  improvements (such as canopies,  painting,  new signage
and general  appearance) at the Green Valley  Property.  Although  occupancy has
been down  slightly  over the past three  years,  the average  effective  annual
rental per square foot has increased over the same period. Continued development
of both commercial and  residential  areas is expected in the Green Valley area.
The General Partner believes it will have continued success in negotiating lease
renewals and bringing new tenants into the center.



                                                                 18

<PAGE>



                In 1993 and 1994, the General Partner  determined,  based on the
current   market   conditions  and  projected   future  cash  flows,   that  the
Partnership's  investment in the Green Valley Property was impaired and recorded
a $1,000,000 and $1,085,932,  non-cash charge against earnings to write-down the
property,  respectively.  During  1997,  1996  and  1995,  the  General  Partner
determined  that  an  additional  write-down  was  not  necessary  based  on the
projected future cash flows of the Property.

Results of Operations

Comparison of Year Ended December 31, 1997 to 1996.

                Revenues of the  Partnership  increased  $37,133,  or 1.23%,  to
$3,046,796 in 1997 from  $3,009,663  in 1996  primarily due to the net effect of
the following:

(1)  Rent - A decrease in base rent of $40,230,  or 1.56%, to $2,543,384 in 1997
     from  $2,583,614 in 1996  primarily  due to a decrease in  percentage  rent
     revenue at the Valencia  Property due to decreased  tenant sales and a drop
     in the occupancy rate to 93.9% in 1997 from 97.1% in 1996.

(2)  Reimbursed  Expenses - An increase in  reimbursed  expenses of $71,869,  or
     17.73%,  to  $477,312  in  1997  from  $405,443  in 1996  primarily  due to
     increased recovery percentages on both common area expenses and real estate
     taxes. Additionally,  refunds given to tenants in 1996, due to an incorrect
     billing in a prior year, were charged to revenue in 1996.

(3)  Other  Income - An  increase  in other  income of $5,494  primarily  due to
     transfer fees paid by an investor in 1997.

                Management and property expenses remained consistent, increasing
only  $13,846,  or 1.72% to $816,817  from  $802,971 in 1996,  due to  concerted
efforts by management to contain costs at the Properties.

                Professional  fees and  other  expenses  increased  $77,674,  or
74.45%,  to $181,998 in 1997 from  $104,324 in 1996,  primarily due to the costs
associated  with  the  investigation  and  subsequent   resolution  of  chemical
contamination in the soil at a site at the Valencia Property.

                Interest expense increased  $32,967,  or 2.10%, to $1,602,762 in
1997 from  $1,569,795 in 1996  primarily  due to the  scheduled  increase in the
interest rate on the Bonds from 9.50% in 1996 to 10.0% in 1997.

                Depreciation  and amortization  expense  decreased  $54,271,  or
8.50%, to $584,414 in 1997 from $638,685 in 1996, primarily due to a decrease in
amortization of net bond premium and discount in 1997.

                                                                 19

<PAGE>



Comparison of Year Ended December 31, 1996 to 1995.

                Revenues of the  Partnership  decreased  $51,616,  or 1.69%,  to
$3,009,663 in 1996 from  $3,061,279  in 1995  primarily due to the net effect of
the following:

(1)  Rent - An  increase  of  $10,107,  or  0.39%,  to  $2,583,614  in 1996 from
     $2,573,507  in 1995.  Rent  increased  due to the net effect of a large new
     tenant at the Valencia Property  increasing  rental revenue;  a decrease in
     rents due to a drop in the occupancy at the Searcy Property; and a decrease
     in tenant sales at the Valencia Property, which decreased percentage rents.

(2)  Reimbursed Expenses - A decrease of $50,103, or 11.00%, to $405,443 in 1996
     from  $455,546  in  1995.   Reimbursed  expenses  decreased  due  to  lower
     reimbursed  sales tax income due to a decline in the sales tax rate from 2%
     to 1% at the Green Valley  Property;  and refunds  given to tenants in 1996
     due to an  incorrect  billing in a prior year which were charged to revenue
     in 1996.

(3)  Other  Income - A  decrease  in other  income of $11,620  primarily  due to
     reduced  interest  income on lower  average  cash  balances in 1996 than in
     1995.

                Management and property expenses decreased $100,715,  or 11.14%,
to $802,971 in 1996 from $903,686 in 1995 primarily due to the net effect of the
following:

(1)  Searcy  Property - A decrease in  management  and property  expenses at the
     Searcy  Property of $5,517,  or 6.88%,  to $74,516 in 1996 from  $80,233 in
     1995.  Management  and property  expenses  declined in 1996  primarily as a
     result of a general decrease in operating expenses in 1996.

(2)  Valencia  Property - A decrease in management and property  expenses at the
     Valencia Property of $29,497,  or 11.91%, to $218,095 in 1996 from $247,592
     in 1995. Management and property expenses declined in 1996 primarily due to
     a decrease in  insurance  expense of  approximately  $18,000 due to a lower
     premium in 1996.

(3)  Green Valley  Property - A decrease in management and property  expenses at
     the Green Valley Property of $65,701,  or 11.41%,  to $510,160 in 1996 from
     $575,861  in  1995.  Management  and  property  expenses  declined  in 1996
     primarily  due to (1) a  decrease  in sales tax  expense  of  approximately
     $12,000  due to a  decrease  in the tax rate to 1% in 1996 from 2% in 1995,
     (2) a decrease in repairs and maintenance of approximately  $23,000 and (3)
     a decrease in  insurance  expense of  approximately  $14,000 due to a lower
     premium in 1996.



                                                                 20

<PAGE>



                Professional  fees and  other  expenses  decreased  $37,272,  or
26.32%,  to $104,324  in 1996 from  $141,596  in 1995  primarily  due to the net
effect of (1) a  decrease  in legal  fees of  approximately  $51,000  due to the
settlement  in  1995 of a civil  rights  suit  brought  against  it by a  former
employee, and (2) an increase in accounting fees of approximately $10,000 due to
an increase in audit fees in 1996.

                Interest expense increased  $44,557,  or 2.92%, to $1,569,795 in
1996 from  $1,525,238 in 1995  primarily  due to the  scheduled  increase in the
interest rate on the Bonds from 9.50% in 1995 to 10.0% in 1996.

                Depreciation  and amortization  expense  decreased  $18,525,  or
2.82%,  to 638,685 in 1996 from $657,210 in 1995 primarily due to the net effect
of (1) an  increase  in  depreciation  expense of  approximately  $27,000 due to
building  improvement  expenditures  in 1996, and (2) a decrease in amortization
expense of  approximately  $46,000 due to a decrease in the  amortization of the
net bond premium and discount in 1996.

Liquidity and Capital Resources

                The General  Partner  believes that the  Partnership's  expected
revenue and working  capital is  sufficient  to meet the  Partnership's  current
operating requirements for the remainder of the year. Nevertheless,  because the
cash  revenues and expenses of the  Partnership  will depend on future facts and
circumstances  relating to the Partnership's  properties,  as well as market and
other  conditions  beyond the control of the Partnership,  a possibility  exists
that cash flow deficiencies may occur.  Currently,  a significant  amount of the
Partnership's  working  capital  is still in the  control of the Lender as funds
held in escrow pending  resolution of certain  circumstances even though $45,000
deposited  into an escrow account was released  during  February 1998 as certain
environmental   improvements  to  the  Valencia  Property  were   satisfactorily
completed  and  approved  by the State of  California  Environmental  Protection
Agency. There are currently no material commitments for capital expenditures.

                The Partnership suspended making distributions subsequent to the
first  quarter  of 1997 due to the cost of  addressing  an  environmental  issue
identified at the Valencia  Property and payment of certain expenses relative to
the  refinancing.  However,  future debt service  payments on the Mortgage Loans
will be approximately $100,000 lower per year than the annualized 1997 scheduled
payments  on the  redeemed  Bonds.  The  Partnership  is  anticipating  resuming
distributions  as soon as the  Partnership's  working capital  requirements  are
funded.

                Management is not aware of any other trends, events, commitments
or uncertainties  that will or are likely to materially impact the Partnership's
liquidity.

                Net cash  provided by operating  activities  of $479,718 for the
year ended  December 31, 1997 was  comprised  of (i) net loss of $271,920,  (ii)
adjustments of $584,414 for depreciation and amortization and (iii) a net change
in operating assets and liabilities of $167,224.

                                                                 21

<PAGE>



                Net cash  provided by operating  activities  of $414,368 for the
year ended  December 31, 1996 was  comprised  of (i) net loss of $238,119,  (ii)
adjustment of $638,685 for depreciation and amortization, and (iii) a net change
in operating assets and liability of $13,802.

                Net cash used in  investing  activities  of $94,486 for the year
ended  December  31, 1997 was  comprised  of capital  expenditures  for building
improvements.

                Net cash used in investing  activities  of $110,596 for the year
ended  December  31, 1996 was  comprised  of capital  expenditures  for building
improvements and other assets at all three properties.

                Net cash used in financing  activities  of $453,447 for the year
ended December 31, 1997 included (i) redemption of Bonds payable of $16,452,000,
(ii) funds held in escrow of $269,895,  (iii) debt financing  costs of $313,337,
(iv)  proceeds  from  mortgages  loans  payable of  $16,710,000,  (v)  principal
repayments on mortgages loans payable of $26,426 and (vi) cash  distributions to
partners of $101,789.

                Net cash used in financing activities of $196,524 for the  year
 ended December 31, 1996 was comprised of cash distributions to  partners.

New Accounting Standards

     In February 1998, the Financial  Accounting  Standards Board ("FASB")issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No  132,  "Employers
Disclosures  about  Pensions and Other  Postretirement  Benefits."  SFAS No. 132
revises  employers  disclosures about pension and other  postretirement  benefit
plans.  It  standardizes  the  disclosure  requirements  for  pensions and other
postretirement   benefits  to  the  extent   practicable,   requires  additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain disclosures that
are no longer as useful as they were when FASB  Statements  No.  87,  "Employers
Accounting for Pensions",  No. 88,  "Employers  Accounting for  Settlements  and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits", and
No. 106, "Employers Accounting for Postretirement Benefits Other Than Pensions",
were issued.  SFAS No. 132 suggests combined formats for presentation of pension
and other postretirement benefit disclosures.  SFAS No. 132 also permits reduced
disclosures for nonpublic entities.

     SFAS No. 132 is effective  for fiscal years  beginning  after  December 15,
1997. It is not anticipated that this statement will have any material effect on
disclosures presented by the Partnership.

                                                                 22

<PAGE>


                In  June  1997,  the  FASB  issued  SFAS  No.  130,   "Reporting
Comprehensive  Income."  SFAS No. 130  establishes  standards  for reporting and
display  of  comprehensive  income and its  components  in a full set of general
purpose  financial   statements.   Enterprises  that  have  no  items  of  other
comprehensive income in any period presented are excluded from the scope of this
Statement.

                SFAS No. 130 is effective  for both  interim and annual  periods
beginning after December 15, 1997. Comparative financial statements provided for
earlier  periods are required to be  reclassified  to reflect the  provisions of
this  statement.  Because the  Partnership  has no items of other  comprehensive
income,  SFAS No.  130 will not have any  material  effect on  current  or prior
period financial statement displays presented by the Partnership.

                In June 1997, the FASB issued SFAS No. 131,  "Disclosures  about
Segments of an Enterprise  and Related  Information."  SFAS No. 131  establishes
standards  for the way public  business  enterprises  report  information  about
operating segments in annual financial statements and requires those enterprises
to report selected  information  about operating  segments in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures about products and services, geographic areas and major customers.

                SFAS No.  131 is  effective  for  financial  statements  periods
beginning  after  December  15,  1997.  SFAS No. 131 will not have any  material
effect  on  current  or  prior  period  segment  disclosures  presented  by  the
Partnership, because the Partnership operates as a single segment.

Item 8. Financial Statements and Supplementary Data.

                The financial  statements and supplementary data, shown by index
on page 36, begin on page 37 of this Report.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure.

                None.


                                                                 23

<PAGE>



                                                              PART III


Item 10.      Directors and Officers of the Registrant.

              The  names,  offices  held  and  the  ages  of the  directors  and
executive  officers of the General  Partner and of CMP  Beneficial  Corp. are as
follows:
                      
                                 Has Served As a
                                  Director and/or
        Name             Age       Position Held              Officer Since (1)
---------------------    ---     ------------------           -----------------

Leonard S. Mandor (3)    51      President                   Inception (2)
                                 and Director

Robert A. Mandor (3)     45      Vice President              Inception
                                 and Director

Harvey Shore             52      Vice President              December 24, 1987

Joseph P.  Otto          44      Vice President              October 3, 1997
                                 and Secretary

Patrick Kirse            29      Treasurer and               October 3, 1997
                                 Controller
----------------------------------

              (1)   Each  director  and officer of the  General  Partner and CMP
                    Beneficial  Corp.  will hold  office  until the next  annual
                    meeting of the General Partner and CMP Beneficial Corp.
                    and until his successor is elected and qualified.

              (2)   The General  Partner was  incorporated  on December 12, 1986
                    and  CMP  Beneficial  Corp.  was  incorporated  on  December
                    18,1986.

              (3)   Robert A. Mandor and Leonard S. Mandor are brothers.

     LEONARD S. MANDOR is the Chief Executive Officer and a Director of Concord.
Mr. Mandor is the Chairman of the Board,  Chief Executive Officer and a Director
of Milestone Properties,  Inc. Mr. Mandor has been associated with Concord since
its inception in 1981.

     ROBERT A. MANDOR is the President  and a Director of Concord.  For at least
the past five years he has served as the President, Chief Financial Officer, and
a Director of Milestone  Properties,  Inc. Mr. Mandor has been  associated  with
Concord since its inception.

                                                                 24

<PAGE>



     HARVEY SHORE joined Concord in 1983 and is a Senior Vice President. He also
serves as a Senior Vice  President and Secretary of Milestone  Properties,  Inc.
Before joining Concord he worked at Chase Manhattan Bank as a Vice President.

     JOSEPH  P.  OTTO  was  appointed   Vice  President  and  Secretary  of  the
Partnership  by the Board in October 1997 to fill a vacancy.  Mr. Otto is also a
Vice President of Concord and has been  associated  with Concord since 1984. Mr.
Otto is also a Vice President and Director of Milestone Properties, Inc.

     PATRICK S. KIRSE also serves as a Vice  President of Milestone  Properties,
Inc. He is a CPA licensed in the state of Missouri.  Before joining Milestone he
worked as a senior auditor with Deloitte & Touche LLP.

              On February 2, 1995, the Securities and Exchange  Commission filed
a civil  complaint  against  Concord in the United States District Court for the
District of Columbia in connection  with the proxy  solicitation  conducted with
respect  to the  merger of Concord  Milestone  Income  Fund,  L.P.  and  Concord
Milestone  Income  Fund II, L.P.  into a publicly  held  corporation,  Milestone
Properties,  Inc.,  in 1990.  The  complaint  alleged that Concord  violated the
anti-fraud provisions of the Securities Exchange Act of 1934 through the forgery
of investors'  signatures on proxy cards and further alleged that Concord failed
to  provide  certain  investors  in the  affected  partnerships  with  lists  of
partners,  as required under the proxy rules. In April, 1995, Concord consented,
without  admitting or denying the  Commission's  allegations,  to the entry of a
final  judgment  ordering it to pay a civil penalty of $500,000 and enjoining it
from  violating  Section 17(a) of the  Securities Act of 1933 and Sections 10(b)
and  14(a) of the  Securities  Exchange  Act of 1934 and  Rules  10b-5 and 14a-7
thereafter.

Compliance with Section 16(a) of the Exchange Act.

              Based  on  the  General  Partner's  review  of  Forms  3,  4 and 5
furnished to the Partnership, there were no late reports filed during 1997.

Item 11.      Compensation.

              During 1997, the Partnership paid or accrued:

                (i) Pursuant to the Partnership Agreement, $1,018 to the General
                    Partner as a distribution  of  distributable  cash flow (See
                    Item 5 "Market for  Registrant's  Units and Related Security
                    Holders  Matters"  of  this  Report  for  a  description  of
                    distributable cash flow).

               (ii) $25,000 to Milestone Property Management,  Inc. ("MPMI"), an
                    affiliate  of  the  General  Partner,   for   administrative
                    services  rendered  to  the  Partnership.   Pursuant  to  an
                    agreement between MPMI and the Partnership,  the Partnership
                    reimburses MPMI for administrative  services provided to the
                    Partnership,  such as payroll, rent, supplies and utilities,
                    in an amount equal to $25,000 per year.

                                                                 25

<PAGE>



              (iii) $107,725 to MPMI for property management fees for the fiscal
                    year ended  December  31, 1997.  Pursuant to the  management
                    agreement   between  the  Partnership  and  MPMI,   property
                    management  fees are equal to a percentage of gross revenues
                    not to exceed 5 percent for  multiple  tenant  property  for
                    which MPMI performs leasing services, 3 percent for multiple
                    tenant  property  for which  MPMI does not  perform  leasing
                    services  and 1 percent  for  single  tenant  property.  The
                    management  fees are 3 percent  for the Searcy  Property,  4
                    percent  for the  Valencia  Property  and 5 percent  for the
                    Green Valley  Property.  The management fee for any Property
                    may not  exceed  competitive  fees for  comparable  services
                    reasonably   available  to  the   Partnership  in  the  same
                    geographic area as the property in question.  Gross revenues
                    are  defined  in the  management  agreement  to  mean,  with
                    respect  to  each   Property,   all  base,   additional  and
                    percentage rents collected from the Property but exclude all
                    other receipts or income with respect to that Property, such
                    as, (i) receipts arising out of any sale of assets or of all
                    or part of the  Property,  condemnation  proceeds  and other
                    items of a similar nature; (ii) payments made by tenants for
                    over-standard finish out improvements or other amortization;
                    (iii) income derived from interest on investments,  security
                    deposits  utility  deposits;  (iv)  proceeds of claims under
                    insurance  policies;  (v) abatements or reductions of taxes;
                    (vi)  security  deposits  made  by  tenants;  or  (vii)  any
                    portions of rentals  which are  specifically  designated  as
                    amortization  of, or interest on,  tenant  moving  expenses,
                    takeover expenses or similar items in the nature of advances
                    by the Partnership.

              No officer,  director, or employee of the General Partner received
any direct  compensation  from the  Partnership  during  the  fiscal  year ended
December 31, 1997.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

              (a) The General  Partner does not know of any beneficial  owner of
five  percent or more of the  issued  and  outstanding  Class A  Interests.  The
General  Partner  knows of only one owner of five  percent or more of the issued
and  outstanding  Class B Interests,  the  information  as to which is set forth
below as of March 4, 1998:

                                        Amount and
                                         Nature of                Percent
   Title     Name and Address of         Beneficial                   of
 of Class       Beneficial Owner        Ownership                   Class

Class B      The Guardian Life             572,292*                  27.1%
Interests    Insurance Company
             of America
             203 Park Avenue South
             New York, NY  10003
-----------------------

                                                                 26

<PAGE>



            * To the best of the  Partnership's  knowledge,  The  Guardian  Life
              Insurance  Company of America has sole voting power and investment
              power with respect to these securities.

              (b) The General  Partner,  together  with its  affiliates  and the
officers and  directors of the General  Partner,  own less than 1% of the issued
and outstanding Class A Interests and less than 1% of the issued and outstanding
Class B Interests.

              The number of shares of stock,  no par value, of Concord (which is
the parent of the General  Partner)  beneficially  owned by all directors of the
General  Partner and CMP Beneficial  Corp. and all directors and officers of the
General  Partner and CMP Beneficial  Corp. as a group as of March 4, 1998 is set
forth in the following table:

                                   Amount and
                                      Nature of                          Percent
            Name of                   Beneficial                             of
     Beneficial Owner                 Ownership                           Class
    -----------------               ---------                            ------

      Leonard S. Mandor                   267                                67%
      Robert A. Mandor                    133                                33%

Item 13.  Certain Relationships and Related Transactions.

              See Items 1,  "Business,"  5, "Market for  Registrant's  Units and
Related  Security  Holders   Matters,"  10,   "Directors  and  Officers  of  the
Registrant," and 11, "Compensation," of this Report for details. See also Note 5
of the Notes to Financial  Statements of the Partnership's  Financial Statements
included in this Report.


                                                                 27

<PAGE>



                                                              PART IV


Item 14. Exhibits, Financial Statements, Financial Schedule, and Reports on Form
     8-K.
              (a)   Financial Statements and Financial Schedule

                    See Index to Financial  Statements  and  Financial  Schedule
                    included herewith on page 34 of this Report.

              (b) No reports of Form 8-K were filed for the three  months  ended
December 31, 1997.

              (c)   Exhibits:



                                                                     Location of
                                                                      Exhibit in
                                                                      Sequential
 Exhibit                                                               Numbering
 Number   Description of Document                                        System


  3.1  Amended and Restated Agreement of Limited Partnership
       of Concord Milestone Plus, L.P. Incorporated herein by
       reference to Exhibit A to the Registrant's Prospectus
       included as Part I of the Registrant's Post-Effective
       Amendment No. 3 to the Registrant's Registration Statement
       on Form S-11 (the "Registration Statement") which was
       declared effective on April 3, 1987.

 3.2   Amendment No. 1 to Amended and Restated Agreement of
       Limited Partnership of Concord Milestone Plus, L.P.,
       included as Exhibit 3.2 to Registrant's Form 10-K for
       the fiscal year ended December 31, 1987 ("1987 Form
       10-K"), which is incorporated herein by reference.

 3.3   Amendment No. 2 to Amended and Restated Agreement of
       Limited Partnership of Concord Milestone Plus, L.P.
       included as Exhibit 3.3 to the 1987 Form 10-K,
       which is incorporated herein by reference.

 3.4   Amendment No. 3 to Amended and Restated Agreement of
       Limited Partnership of Concord Milestone Plus, L.P.
       included as Exhibit 3.4 to the 1987 Form 10-K,
       which is incorporated herein by reference.


                                              28

<PAGE>



 3.5   Amendment No. 4 to Amended and Restated Agreement of
       Limited Partnership of Concord Milestone Plus, L.P.
       included as Exhibit 3.5 to the 1987 Form 10-K,
       which is incorporated herein by reference.

 3.6   Amendment No. 5 to Amended and Restated Agreement of
       Limited Partnership of Concord Milestone Plus, L.P.
       included as Exhibit 3.6 to Registrant's Form 10-K
       for the fiscal year ended December 31, 1988, which is
       incorporated herein by reference.

 4.    Form of  Indenture  relating  to  Escalating  Rate  Collateralized
       Mortgage  Bonds due November 30, 1997  between  Concord  Milestone
       Plus,  L.P.  and  United  States  Trust  Company  of New York,  as
       Trustee.  Incorporated  herein by  reference  to  Exhibit 4 to the
       Registration Statement.

 4.1   Form of Supplemental Indenture.  Incorporated herein
       by reference to Exhibit 4.7 to the Registrant's
       Post-Effective Amendment No. 1 ("Post-Effective
       Amendment No. 1") to the Registration Statement.

 4.2   Form of Escalating Rate Collateralized Mortgage Bond
       due November 30, 1997 included as Exhibit 4.2 to the
       1987 Form 10-K, which is incorporated herein by
       reference.

 4.3   Form of certificate evidencing Class A Interests
       included as Exhibit 4.3 to the 1987 Form 10-K,
       which is incorporated herein by reference.

 4.4   Form of certificate evidencing Class B Interests
       included as Exhibit 4.4 to the 1987 Form 10-K,
       which is incorporated herein by reference.

10.1   Property purchase agreements.  Incorporated herein by
       reference to Exhibit 10.1 to the Registration
       Statement.

10.2   Form of property management agreement.  Incorporated
       herein by reference to Exhibit 10.2 of the
       Registration  Statement.

                                              29

<PAGE>



10.3   First Amendment to Management Agreement by and between
       Concord Milestone Plus, L.P. and Concord Assets
       Management, Inc.  Incorporated herein by reference to
       Exhibit 10.3 of the 1988 Form 10-K.

10.4   Second Amendment to Management Agreement by and
       between Concord Milestone Plus, L.P. and Concord Assets
       Management, Inc.  Incorporated herein by reference to
       Exhibit 10.4 of the 1988 Form 10-K.

10.5   Omitted intentionally.

10.6   Omitted intentionally.

10.7   Mortgage Promissory Note executed by Concord Milestone
       Plus, L.P. in favor of United States Trust Company of
       New York, as trustee, in the principal amount of
       $7,523,500 and secured by a mortgage on certain
       property located in Valencia, California.
       Incorporated herein by reference to Exhibit 10.5 to
       the 1987 Form 10-K.

10.8   Mortgage Promissory Note executed by Concord Milestone
       Plus, L.P. in favor of United States Trust Company as
       trustee, in the principal amount of $6,296,000 and
       secured by a mortgage on a certain property located in
       Green Valley, Arizona.  Incorporated herein by
       reference to Exhibit 10.8 to the 1988 Form 10-K.

10.9   Deed of Trust and Uniform Commercial Code Security
       Agreement and Financing Statement with Assignment of
       Leases, Rents and Profits executed by Concord
       Milestone Plus, L.P. in favor of United States Trust
       Company of New York, as trustee, with respect to
       property located in Valencia, California.
       Incorporated herein by reference to Exhibit 10.6 to
       the 1987 Form 10-K.



                                              30

<PAGE>



10.10  Mortgage Deed of Trust and Uniform Commercial Code
       Security Agreement and Financing Statement with
       Assignment of Leases, Rents and Profits, in favor of
       United States Trust Company of New York, as trustee,
       with respect to certain property located in Green
       Valley, Arizona.  Incorporated herein by reference to
       Exhibit 10.10 to the 1988 Form 10-K.

10.11  Amended and Restated Mortgage Promissory Note executed
       by Concord Milestone Plus, L.P. in favor of United
       States Trust Company of New York, as trustee, in the
       principal amount of $2,632,500 and secured by a
       mortgage on certain property located in Searcy,
       Arkansas.  Incorporated herein by reference to Exhibit
       10.7 of the 1987 Form 10-K.

10.12  Mortgage, Deed of Trust and Uniform Commercial Code
       Security Agreement and Financing Statement with
       Assignment of Leases, Rents and profits by Concord
       Milestone Plus, L.P. in favor of United States Trust
       Company of New York, as trustee, with respect to
       property located in Searcy, Arkansas.  Incorporated
       herein by reference to Exhibit 10.8 of the 1987
       Form 10-K.

10.13  Modification of Mortgage, Deed of Trust and Uniform
       Commercial Code Security Agreement and Financing
       statement with Assignment of Leases, Rents and Profits
       by Concord Milestone Plus, L.P. in favor of United
       States Trust Company of New York, as trustee, with
       respect to property located in Searcy, Arkansas.
       Incorporated herein by reference to Exhibit 10.9 of
       the 1987 Form 10-K.

10.14  Second Modification to Mortgage, Deed of Trust and
       Uniform Commercial Code Security Agreement and
       Financing Statement with Assignment of Leases, Rents
       and Profits by Concord Milestone Plus, L.P. in favor
       of United States Trust Company of New York, as
       trustee, with respect to property located in Searcy,
       Arkansas.  Incorporated herein by reference to Exhibit
       10.10 of the 1987 Form 10-K.

                                              31

<PAGE>



10.15  Fixed  Rate  Note,  dated  September  23,  1997,  executed  by the
       Partnership in favor of Lender,  relating to the property  located
       in Green  Valley,  Arizona.  Incorporated  herein by  reference to
       Exhibit 10.1 of the  Partnership's  Quarterly  Report on Form 10-Q
       for the quarter  ended  September  30, 1997 (the  "September  1997
       10-Q").

10.16  Mortgage,  Deed of Trust, Assignment of Leases and Rents, Security
       Agreement and Fixture Filing,  dated September 23, 1997,  executed
       by the  Partnership  for the  benefit of Lender,  relating  to the
       property located in Green Valley, Arizona.  Incorporated herein by
       reference to Exhibit
        10.2 of the September 1997 10-Q.

10.17  Assignment of Leases and Rents, dated September 23, 1997, executed
       by the  Partnership  for the  benefit of Lender,  relating  to the
       property located in Green Valley, Arizona.  Incorporated herein by
       reference to Exhibit 10.3 of the September 1997 10-Q.

10.18  Environmental  Liabilities  Agreement,  dated  September 23, 1997,
       executed  by the  Partnership  and CM  Plus  Corporation  for  the
       benefit  of  Lender,  relating  to the  property  located in Green
       Valley, Arizona.  Incorporated herein by reference to Exhibit 10.4
       of the September 1997 10-Q.

10.19  Tenant  Occupancy Escrow and Security  Agreement,  dated September
       23, 1997, by and between the Partnership and the Lender,  relating
       to the property  located in Green  Valley,  Arizona.  Incorporated
       herein by reference to Exhibit 10.5 of the September 1997 10-Q.

10.20  Fixed  Rate  Note,  dated  September  23,  1997,  executed  by the
       Partnership in favor of Lender,  relating to the property  located
       in Searcy,  Arkansas.  Incorporated herein by reference to Exhibit
       10.6 of the September 1997 10-Q.

10.21  Mortgage,  Deed of Trust and Security  Agreement,  dated September
       23, 1997,  executed by the  Partnership for the benefit of Lender,
       relating to the property located in Searcy, Arkansas. Incorporated
       herein by reference to Exhibit 10.7 of the September 1997 10-Q.


                                              32

<PAGE>



10.22  Assignment of Leases and Rents, dated September 23, 1997, executed
       by the  Partnership  for the  benefit of Lender,  relating  to the
       property  located  in  Searcy,  Arkansas.  Incorporated  herein by
       reference to Exhibit 10.8 of the September 1997 10-Q.

10.23  Environmental  Liabilities  Agreement,  dated  September 23, 1997,
       executed  by the  Partnership  and CM  Plus  Corporation  for  the
       benefit of Lender,  relating  to the  property  located in Searcy,
       Arkansas.  Incorporated herein by reference to Exhibit 10.9 of the
       September 1997 10-Q.

10.24  Fixed  Rate  Note,  dated  September  23,  1997,  executed  by the
       Partnership in favor of Lender,  relating to the property  located
       in  Valencia,  California.  Incorporated  herein by  reference  to
       Exhibit 10.10 of the September 1997 10-Q.

10.25  Deed of Trust, Assignment of leases, and Rents, Security Agreement
       and Fixture  Filing,  dated  September  23, 1997,  executed by the
       Partnership  for the benefit of Lender,  relating to the  property
       located in Valencia, California.  Incorporated herein by reference
       to Exhibit 10.11 of the September 1997 10-Q.

10.26  Assignment of Leases and Rents, dated September 23, 1997, executed
       by the  Partnership  for the  benefit of Lender,  relating  to the
       property located in Valencia,  California.  Incorporated herein by
       reference to Exhibit 10.12 of the September 1997 10-Q.

10.27  Environmental  Liabilities  Agreement,  dated  September 23, 1997,
       executed  by the  Partnership  and CM  Plus  Corporation  for  the
       benefit of Lender,  relating to the property  located in Valencia,
       California.  Incorporated  herein by reference to Exhibit 10.13 of
       the September 1997 10-Q.

10.28  Environmental  Escrow and Security Agreement,  dated September 23,
       1997, by and between the Partnership  and the Lender,  relating to
       the property located in Valencia, California.  Incorporated herein
       by reference to Exhibit 10.14 of the September 1997 10-Q.



                                              33

<PAGE>



27.  Financial Data Schedule  Article 5 included for Electronic  Data Gathering,
     Analysis,  and Retrieval  (EDGAR)  purposes  only.  This Schedule  contains
     summary  financial  information  extracted  from the  consolidated  balance
     sheets  and  consolidated  statements  of  revenues  and  expenses  of  the
     Partnership  as of and for the fiscal year ended  December 31, 1997, and is
     qualified in its entirety by reference to such financial statements.


                                                     34

<PAGE>


                                                      SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunder duly authorized on March 20, 1998.

                                        CONCORD MILESTONE PLUS, L.P.
                                        By:   CM PLUS CORPORATION,
                                              General Partner

                                        By:   /s/ Leonard S. Mandor
                                                Leonard S. Mandor, President

                                        CMP BENEFICIAL CORP.
                                        (Registrant of Beneficial Interests)


                                        By:   /s/ Leonard S. Mandor
                                              Leonard S. Mandor, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.


By:        /s/ Leonard S. Mandor                                  March 20, 1998
           -----------------------------------------------
           Leonard S. Mandor
           President  (Principal  Executive  Officer) 
           and  Director  of CM Plus
           Corporation and CMP Beneficial Corp.


By:        /s/ Robert A. Mandor                                   March 20, 1998
           -----------------------------------------------
           Robert A. Mandor
           Vice President and Director of CM Plus
           Corporation and CMP Beneficial Corp.


By:        /s/ Patrick Kirse                                      March 20, 1998
           ----------------------------------------------- 
           Patrick Kirse
           Treasurer and Controller (Principal
           Accounting Officer) of CM Plus
           Corporation and CMP Beneficial Corp.


                                                          35

<PAGE>



        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULE




                                                                       Page No.
1.Financial Statements:

  a.     Concord Milestone Plus, L.P.

         1.  Independent Auditors' Report .............................   37

         2.  Balance Sheets, December 31, 1997 and December 31, 1996..    38

         3.  Statements of Revenues and Expenses for the Years Ended
             December 31, 1997, 1996 and 1995 .........................   39

         4.  Statements of Changes in Partners' Capital for the Years
             Ended December 31, 1997, 1996, 1995 ......................   40

         5.  Statements of Cash Flows for the Years Ended December
             31, 1997,  1996 and 1995 .................................   41

         6.  Notes to Financial Statements ............................   42

2.Financial Schedule:

  a.     Real Estate and Accumulated Depreciation (Schedule III) ......   51

  b. Schedules not filed:

         All  Schedules  except  Schedule  III have been omitted as the
         required  information is not applicable or the  information is
         shown in the financial statements or notes thereto.





                                                          36

<PAGE>



INDEPENDENT AUDITORS' REPORT


Concord Milestone Plus, L.P.:

We have audited the accompanying  balance sheets of Concord Milestone Plus, L.P.
(the  "Partnership") as of December 31, 1997 and 1996 and the related statements
of revenues and expenses,  changes in partners'  capital and cash flows for each
of the three  years in the period  ended  December  31,  1997.  Our audits  also
included  the  financial  statement  schedule  of real  estate  and  accumulated
depreciation. These financial statements and the financial statement schedule of
real  estate  and  accumulated   depreciation  are  the  responsibility  of  the
Partnership's  management.  Our  responsibility  is to express an opinion on the
financial  statements  and the financial  statement  schedule of real estate and
accumulated depreciation based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Concord Milestone Plus, L.P. at December 31,
1997 and 1996 and the results of its  operations,  changes in partners'  capital
and its cash flows for each of the three years in the period ended  December 31,
1997 in conformity with generally accepted accounting  principles.  Also, in our
opinion,  the  financial  statement  schedule  of real  estate  and  accumulated
depreciation,  when  considered in relation to the basic  financial  statements,
presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche, LLP
New York, New York

March 20, 1998

                                                          37

<PAGE>



                                             CONCORD MILESTONE PLUS, L.P.
                                                (a Limited Partnership)
                                                    BALANCE SHEETS
                                              DECEMBER 31, 1997 and 1996
<TABLE>
<CAPTION>


                                                                                                  December 31,    December 31,
                                                                                                          1997            1996

<S>                                                                                               <C>             <C>

Property, at cost
   Building and improvements ..................................................................   $ 15,453,945    $ 15,359,462
   Less: accumulated depreciation .............................................................      5,413,087       4,829,534
                                                                                                  ------------    ------------

   Building and improvements, net .............................................................     10,040,858      10,529,928
   Land .......................................................................................     10,987,034      10,987,034
                                                                                                  ------------    ------------

   Total property .............................................................................     21,027,892      21,516,962
Cash and cash equivalents .....................................................................        257,905         326,120
Accounts receivable ...........................................................................        123,152         146,728
Restricted cash ...............................................................................        269,895            --
Debt financing costs, net .....................................................................        305,504            --
Prepaid expenses and other assets, net ........................................................         67,516          96,965
                                                                                                  ------------    ------------

   Total assets ...............................................................................   $ 22,051,864    $ 22,086,775
                                                                                                  ============    ============

Liabilities:
Mortgage loans payable ........................................................................   $ 16,683,574            --
Bonds payable, net ............................................................................           --      $ 16,473,060
Accrued interest ..............................................................................        117,308         137,100
Accrued expenses and other liabilities ........................................................        341,263         255,137
Accrued expenses payable to affiliates ........................................................         73,935          11,985
                                                                                                  ------------    ------------

   Total liabilities ..........................................................................     17,216,080      16,877,282
                                                                                                  ------------    ------------

Commitments and Contingencies

Partners' capital
   General partner ............................................................................        (74,207)        (70,470)
   Limited partners:
     Class A Interests, 1,518,800 .............................................................      4,909,991       5,279,963
     Class B Interests, 2,111,072 .............................................................           --              --
                                                                                                  ------------    ------------

   Total partners' capital ....................................................................      4,835,784       5,209,493
                                                                                                  ------------    ------------

   Total liabilities and partners' capital ....................................................   $ 22,051,864    $ 22,086,775
                                                                                                  ============    ============

</TABLE>
                                  See Accompanying Notes to Financial Statements

                                                          38

<PAGE>
                          CONCORD MILESTONE PLUS, L.P.
                             (a Limited Partnership)
                       STATEMENTS OF REVENUES AND EXPENSES
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>


                                                                             December 31,   December 31,   December 31,
                                                                                     1997           1996           1995
<S>                                                                          <C>            <C>            <C>
Revenues:
Rent ......................................................................   $ 2,543,384    $ 2,583,614    $ 2,573,507
Reimbursed expenses .......................................................       477,312        405,443        455,546
Interest and other income .................................................        26,100         20,606         32,226
                                                                              -----------    -----------    -----------

   Total revenues .........................................................     3,046,796      3,009,663      3,061,279
                                                                              -----------    -----------    -----------

Expenses:
Interest expense ..........................................................     1,602,762      1,569,795      1,525,238
Depreciation and amortization .............................................       584,414        638,685        657,210
Management and property expenses ..........................................       816,817        802,971        903,686
Administrative and management fees
   to related party .......................................................       132,725        132,007        141,359
Professional fees and other expenses ......................................       181,998        104,324        141,596
                                                                              -----------    -----------    -----------

   Total expenses .........................................................     3,318,716      3,247,782      3,369,089
                                                                              -----------    -----------    -----------

   Net loss ...............................................................   $  (271,920)   $  (238,119)   $  (307,810)
                                                                              ===========    ===========    ===========

Net loss attributable to:

   Limited partners .......................................................   $  (269,201)   $  (235,738)   $  (304,732)
   General partner ........................................................        (2,719)        (2,381)        (3,078)
                                                                              -----------    -----------    -----------

Net loss ..................................................................   $  (271,920)   $  (238,119)   $  (307,810)
                                                                              ===========    ===========    ===========

Loss per weighted average
Limited Partnership 100 Class A
Interests outstanding .....................................................   $    (17.90)   $    (15.68)   $    (20.27)
                                                                              ===========    ===========    ===========

Weighted average number of 100
Class A interests outstanding .............................................        15,188         15,188         15,188
                                                                              ===========    ===========    ===========
</TABLE>

                                 See Accompanying Notes to Financial Statements

                                                          39
<PAGE>

                          CONCORD MILESTONE PLUS, L.P.
                             (a Limited Partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31,1997, 1996 and 1995
                                    <TABLE>
<CAPTION>


                                                                          General         Class A         Class B
                                                         Total            Partner        Interests       Interests

<S>                                                    <C>              <C>            <C>                    <C>
PARTNERS' CAPITAL (DEFICIT)
   December 31, 1994                                   $6,151,653        $(61,049)      $6,212,702               -

Distributions                                            (199,707)         (1,997)        (197,710)              -
Net Loss                                                 (307,810)         (3,078)        (304,732)              -
                                                       ----------        --------       ----------   -------------

PARTNERS' CAPITAL (DEFICIT)
   December 31, 1995                                    5,644,136         (66,124)       5,710,260               -

Distributions                                            (196,524)         (1,965)        (194,559)              -
Net Loss                                                 (238,119)         (2,381)        (235,738)              -
                                                       ----------        --------       ----------   -------------
PARTNERS' CAPITAL (DEFICIT)
   December 31, 1996                                    5,209,493         (70,470)       5,279,963               -
                                                        ----------        --------       ----------  -------------

Distributions                                            (101,789)         (1,018)        (100,771)              -
Net Loss                                                 (271,920)         (2,719)        (269,201)              -
                                                        ---------         -------        ---------   -------------

PARTNERS' CAPITAL (DEFICIT)
   December 31, 1997                                   $4,835,784        $(74,207)      $4,909,991               -
                                                        =========         ========       =========   =============

</TABLE>
                                  See Accompanying Notes to Financial Statements
                                                         40
<PAGE>

                          CONCORD MILESTONE PLUS, L.P.
                             (a Limited Partnership)
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>

                                                                      December 31,     December 31,      December 31,
                                                                        1997               1996             1995

<S>                                                                    <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                $(271,920)       $(238,119)        $(307,810)
Adjustments to reconcile net loss to net
   cash provided by operating activities:
   Depreciation and amortization                                          584,414          638,685           657,210
   Change in operating assets and liabilities - net:
   Decrease (increase) in accounts receivable                              23,576          (32,631)           55,714
   Decrease (increase) in prepaid expenses and other assets, net           15,364           61,846           (21,230)
   Decrease (increase) in due from affiliate, net                         -                 47,879           (47,879)
   (Decrease) increase in accrued interest                                (19,792)           6,854             3,428
   Increase (decrease) in accrued expenses and other liabilities           86,126          (82,131)          (15,995)
   Increase (decrease) in accrued expenses payable to affiliates           61,950           11,985           (38,827)
                                                                    -------------       ----------        ----------

Net cash provided by operating activities                                 479,718          414,368           284,611
                                                                     ------------        ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property improvements                                                  (94,486)         (96,984)         (210,052)
   Purchase of other asset                                                -                (13,612)           -
                                                                        ----------        ---------         ----------

   Net cash used in investing activities                                  (94,486)        (110,596)         (210,052)
                                                                        ----------        ---------         ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Redemption of bonds payable                                        (16,452,000)         -                 -
   Restricted cash                                                       (269,895)         -                 -
   Debt financing costs                                                  (313,337)         -                 -
   Proceeds from mortgage loans payable                                16,710,000          -                 -
   Principal repayments on mortgage loans payable                         (26,426)         -                 -
   Cash distributions to partners                                        (101,789)        (196,524)         (199,707)
                                                                      -----------         --------          --------

Net cash used in financing activities                                    (453,447)        (196,524)         (199,707)
                                                                      -----------         --------          --------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                                      (68,215)         107,248          (125,148)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            326,120          218,872           344,020
                                                                      -----------        ---------         ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $    257,905       $  326,120        $  218,872
                                                                      ===========        ==========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

Cash paid during the period for interest                               $1,622,554       $1,562,941        $1,521,810
                                                                        ==========       ==========        =========
</TABLE>
                                 See Accompanying Notes to Financial Statements

                                                        41

<PAGE>

                                               CONCORD MILESTONE PLUS, L.P.
                                              NOTES TO FINANCIAL STATEMENTS
                                             December 31, 1997, 1996 and 1995

     1. Organization and Capitalization

Concord   Milestone   Plus,   L.P.,   a  Delaware   limited   partnership   (the
"Partnership"),  was  formed  on  December  12,  1986,  to  invest  in  existing
income-producing  commercial  and  industrial  real  estate,  such  as  shopping
centers, office buildings,  free-standing commercial warehouses and distribution
centers.  Currently,  the Partnership  owns and operates three shopping  centers
(the "Properties"), one located in Searcy, Arkansas (the "Searcy Property"), one
located in Valencia,  California  (the  "Valencia  Property") and one located in
Green Valley, Arizona (the "Green Valley Property").

The  Partnership  commenced a public  offering on April 8, 1987 in order to fund
the Partnership's  real property  acquisitions.  The Partnership  terminated its
public  offering  on April 2, 1988 and was fully  subscribed  to with a total of
16,452 Bond Units and 15,188  Equity Units issued.  Each Bond Unit  consisted of
$1,000  principal  amount of the  Partnership's  Escalating Rate  Collateralized
Mortgage  Bonds (the  "Bonds")  due  November  30, 1997 and 36 Class B Interests
("Class B  Interests"),  each such  interest  representing  an assignment of one
Class B Limited  Partnership  Interest  held by CMP  Benefit  Corp.,  a Delaware
corporation  (the  "Assignor"),  under the Amended  and  Restated  Agreement  of
Limited Partnership of the Partnership Agreement (the "Partnership  Agreement").
Each Equity Unit consisted of 100 Class A Interests ("Class A Interests"),  each
interest  representing an assignment of one Class A Limited Partnership Interest
held by the Assignor under the Partnership Agreement, and 100 Class B Interests.
Capital  contributions to the Partnership consisted of $15,187,840 from the sale
of the Equity  Units and  $592,272  from the sale of the Class B Interests  that
comprised the Bond Units.

   2.   Summary of Significant Accounting Policies

Basis of Accounting, Fiscal Year

The Partnership's  records are maintained on the accrual basis of accounting for
both financial and tax purposes. Its fiscal year is the calendar year.

Cash and Cash Equivalents

The Partnership  considers all highly liquid debt  instruments  purchased with a
maturity of three months or less to be cash equivalents.


                                                            42

<PAGE>



Base Rents

Base rents are recognized on a straight-line basis over the terms of the related
leases, including free rent, if any, and lease step ups.

Property

Property is carried at cost, and depreciated on a  straight-line  basis over the
estimated useful life of 31.5 years.  Building improvements are carried at cost,
and  depreciated  on a  straight-line  basis using an estimate  useful life of 5
years.  Leasehold  improvements are amortized on a straight-line  basis over the
lesser of the estimated useful life or the remaining term of the lease.

The  Partnership's  policy is to  quarterly  assess any  impairment  in value by
making a comparison of the current and projected operating cash flows of each of
its properties over its remaining useful life, on an undiscounted  basis, to the
carrying  amount of such property.  Such carrying  amount would be adjusted,  if
necessary,  to the estimated fair value to reflect an impairment in the value of
the asset. The Partnership  determined that an adjustment to the carrying amount
of its property was not necessary in 1997, 1996 and 1995.



                                                            43

<PAGE>



Income Taxes

The  Partnership  makes no  provision  for income  taxes  because all income and
losses are  allocated to the partners and holders of Class A Interests and Class
B Interests for inclusion in their respective tax returns.  The tax bases of the
Partnership's  net assets and  liabilities  are $2,792,337 and 2,699,056  higher
than the amounts reported for financial  statement purposes at December 31, 1997
and  1996,respectively,  due to the  utilization of different  estimated  useful
lives for the depreciation of property for tax and financial  reporting purposes
and the  write-down  of property  during 1993 and 1994 for  financial  reporting
purposes.

Discount on Bonds Payable and Debt Financing Costs

The Partnership amortized the original issue discount on bonds payable using the
effective  interest  method over the term of the Bonds.  The costs to obtain the
new Mortgage  Loans were  capitalized  and are being  amortized over the term of
such mortgages using the effective interest method.

Loss Per Class A Interest

In February  1997,  the FASB issued SFAS No.  128,  "Earnings  per Share"  which
establishes  standards for computing and presenting  earnings per share. The new
standard  replaces the  presentation of primary earnings per share prescribed by
Accounting Principles Board Opinion No. 15 ("APB 15"), "Earnings per Share" with
a presentation  of basic earnings per share and also requires dual  presentation
of  basic  and  diluted  earnings  per  share on the  face of the  statement  of
operations for all entities with complex capital structures. The Partnership has
no  dilutive  interests.  Loss per Class A  interest  amounts  are  computed  by
dividing  net loss  allocable to the limited  partners by the  weighted  average
number of 100 Class A Interests  outstanding  during the year. SFAS No. 128 will
not have any  material  effect on current or prior  period  financial  statement
displays presented by the Partnership.

Capital Structure

        In  February  1997,  the  FASB  issued  SFAS  No.  129,  "Disclosure  of
Information About Capital Structure." SFAS No. 129 establishes certain standards
for disclosing information about an entity's capital structure.  SFAS No. 129 is
effective for financial  statement  periods ending after December 15, 1997. SFAS
No. 129 will not have any material  effect on current or prior period  financial
statement displays presented by the Partnership.


                                                            44

<PAGE>

Use of Estimates in the Preparation of Financial Statements

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 revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Reclassifications

Certain  reclassifications were made to the accompanying 1995 and 1996 financial
statements to conform with the 1997 presentation.

   3.   Partnership Agreement

Pursuant to the terms of the  Partnership  Agreement the general  partner of the
Partnership,   CM  Plus  Corporation,   a  Delaware  corporation  (the  "General
Partner"),  is liable for all  general  obligations  of the  Partnership  to the
extent not paid by the Partnership.

Holders of Class A Interests  and Class B Interests are not liable for expenses,
liabilities  or  obligations  of the  Partnership  beyond  the  amount  of their
contributed capital.


                                                            45

<PAGE>



All distributable cash, capital proceeds,  profit, gain or loss from Partnership
operations  are  generally  allocated  1 percent to the  General  Partner and 99
percent to the  holders of Class A  Interests.  The holders of Class B Interests
were specifically  allocated  certain  organization and offering expenses to the
extent of their positive capital account  balances,  thus reducing their account
balance to zero.  After the holders of Class A Interests  have received the 12.5
percent   Priority  Return  (as  defined  in  the  Partnership   Agreement)  all
distributable cash is allocated in a ratio of 85 percent to the holders of Class
B Interests, 5 percent to the holders of Class A Interests and 10 percent to the
General Partner.

Since the inception of the Partnership,  all income and distributable  cash with
respect  to the  Equity  Units  has been  allocated  to the  holders  of Class A
Interests  because  they have not received  the 12.5  percent  Priority  Return.
Therefore, no income has been allocated to the holders of Class B Interests.

   4.   Properties

On August 20, 1987, the Partnership  purchased the Searcy  Property,  a shopping
center in Searcy,  Arkansas  from  Concord  Milestone  Plus of Arkansas  Limited
Partnership, an affiliated entity, for $4,050,000.

On January 22, 1988, the Partnership purchased the Valencia Property, a shopping
center in Valencia, California from Concord Milestone Plus of California Limited
Partnership, an affiliated entity, for $11,575,000.

On April 15,  1988,  the  Partnership  purchased  the Green Valley  Property,  a
shopping center in Green Valley,  Arizona from Concord Milestone Plus of Arizona
Limited Partnership, an affiliated entity, for $9,687,000. 


                                                            46

<PAGE>



Minimum base rental income under non-cancelable tenant lease agreements,  having
lease  terms  expiring  from one to nine  years,  at  December  31,  1997 are as
follows:

 Year Ended    
   December 31                         Amount
        1998                        $2,456,745
        1999                         2,025,503
        2000                         1,648,368
        2001                         1,286,345
        2002                           997,996
 Thereafter                          2,767,333
     Total                         $11,182,290

The above table does not include contingent rental amounts. The total contingent
rentals received in 1997, 1996, and 1995 were $163,307,  $188,716, and $185,117,
respectively.  A majority of the leases contain  provisions for additional  rent
calculated as a specified  percentage of the tenant's gross receipts above fixed
minimum  amounts and for  reimbursement  of all or a portion of the tenant's pro
rata share of real estate taxes, insurance and common area maintenance expenses.
There was no tenant in 1997 whose rents  exceed 10% of the  Partnership's  total
revenue.

5.      Related Party Transactions

The  Partnership   pays  fees  for  customary   property   management   services
("Management Fees") equal to a percentage of gross revenues from the Properties,
not to  exceed 5  percent.  The  Management  Fees are 3 percent  for the  Searcy
Property, 4 percent for the Valencia Property and 5 percent for the Green Valley
Property.  Management Fees incurred for the years ended December 31, 1997, 1996,
and 1995 were $107,725,  $107,007, and $116,359,  respectively.  Management Fees
are payable to Milestone Property  Management,  Inc., a Delaware corporation and
affiliate of the General Partner ("MPMI").

The Partnership  also paid $25,000 to MPMI for  administrative  services for the
years ended December 31, 1997, 1996 and 1995.

As of December 31, 1997 and 1996, the  Partnership  accrued $33,542 and $11,985,
respectively, payable to Milestone Properties, Inc. ("MPI"), an affiliate of the
General Partner for  administrative  and management  fees.  Additionally,  as of
December 31, 1997,  the  Partnership  owes $40,393 to Concord  Assets Group,  an
affiliate, relating to funds borrowed in conjunction with the bond refinancing.

Tri-Stone  Mortgage Company,  an affiliate of the General Partner,  assisted the
Partnership in obtaining three new fixed rate Mortgage Loans. No fee was paid to
Tri-Stone for their assistance.

                                                            47

<PAGE>



6.      Mortgage Loans Payable

As of September  30, 1997,  the  Partnership,  with the  assistance of Tri-Stone
Mortgage  Company,  an affiliate of the General Partner,  closed three new fixed
rate first mortgage loans (the "Mortgage Loans") from Westco Real Estate Finance
Corp.  (the "Lender") in the amounts of $2,865,000,  $8,445,000 and  $5,400,000,
respectively. All three Mortgage Loans are secured by cross-collateralized first
mortgages on the Partnership's  shopping  centers.  Prior to September 30, 1997,
the shopping centers were encumbered by mortgages granted by the Partnership for
the benefit of the holders of the Partnership's  Bonds. The Partnership used the
proceeds  of  the  Mortgage  Loans  and  available  cash  to  redeem  all of the
outstanding  Bonds.  An aggregate of $17,015,650  was paid to the holders of the
Bonds in connection with such  redemption,  of which  $16,452,000 was applied to
prepay the  principal  of the Bonds and  $563,650  was  applied to pay  interest
accrued on the Bonds through the redemption date.

Bonds Payable consist of Bonds outstanding at December 31, 1996 in the principal
amount of $16,452,000. The Bonds had an effective interest rate of 9.66%.

The  Mortgage  Loans and related  terms at December 31, 1997 are  summarized  as
follows:

                       Principal                                 Monthly
                       Balance at                             Payments of
                         December        Interest             Principal
 Property/Location      31, 1997           Rate %            and Interest
 -----------------   --------------        ------            ------------

 Searcy, AR              $2,861,153         8.125                 $21,640
 Valencia, CA             8,429,458         8.125                  65,881
 Green Valley, AZ         5,392,963         8.250                  41,252
                          ---------                                ------
 Total                  $16,683,574                              $128,773
                         ==========                               =======

The  Mortgage  Loans  require  payments of principal  and  interest  through and
including  September 1, 2007.  On October 1, 2007,  the balance of principal and
interest estimated to be $2,505,981,  $7,003,227, and $4,738,096 for the Searcy,
Valencia and Green  Valley  Properties,  respectively,  will be due and payable.
Subsequent  to October 31, 2003 and prior to May 31, 2007 each Mortgage Loan may
be  prepaid  in whole  but not in part on any  payment  date  with a  prepayment
penalty equal to the greater of (i) 1% of the outstanding  principal  balance at
such time,  or (ii) the excess,  if any, of the present  value of the  remaining
scheduled  principal and interest payments  (including any balloon payment) over
the amount of principal being prepaid. The Mortgage Loans may be prepaid without
penalty on any payment date after May 31, 2007.


                                                            48

<PAGE>



The scheduled  principal payments of the Mortgage Loans at December 31, 1997 are
as follows:

         Year Ending
         December 31
              1998                                        $170,520
              1999                                         185,171
              2000                                         197,149
              2001                                         218,023
              2002                                         236,758
         Thereafter                                     15,675,953
              Total                                    $16,683,574

In connection with the Green Valley Mortgage Loan, the Partnership has deposited
$150,000 into an escrow  account with the lender.  The funds held in this escrow
account may be released upon the execution of a new lease or renewal lease, with
a termination date of July 31, 2004 or later, by a specified tenant of the Green
Valley shopping center and the satisfaction of certain other conditions.

In connection with the Valencia Mortgage Loan, the Partnership deposited $45,000
into an escrow  account  with the lender.  The funds held were  released  during
February  1998  following  the issuance of a "No Further  Action"  letter by the
Department  of Toxic  Substance  Control,  a branch of the  State of  California
Environmental Protection Agency ("CalEPA").

CM Plus Corporation, the general partner of the Partnership,  guarantees certain
limited recourse obligations under the Mortgage Loans.

         7.         Commitments and Contingencies

In  conjunction  with the  refinancing  of the  Bonds,  the  lender  engaged  an
independent   environmental   and   geotechnical   consulting  firm  to  perform
environmental  due  diligence on the  properties at the  Partnership's  expense.
After various tests,  the consultant  identified  chemical  contamination in the
soil at a site at the Old Orchard Shopping Center in Valencia,  California which
it believed was  attributable to improper  handling of dry cleaning solvent by a
tenant and its  predecessors.  During  February  1998,  the  CalEPA  issued a No
Further Action letter with respect to the  investigation  and remediation at the
Valencia Property.  The cost to satisfactorily remedy this environmental problem
was approximately $71,000, which was expensed during 1997.


                                                            49

<PAGE>



Investments in real property create a potential for  environmental  liability on
the part of the owner, operator or developer of such real property. If hazardous
substances  are  discovered  on or  emanating  from any of the  Properties,  the
Partnership  and/or  others  may be  held  strictly  liable  for all  costs  and
liabilities  relating  to  the  clean-up  of  such  hazardous  substances.   The
Partnership is not aware of any other environmental  conditions that will have a
material effect on the financial statements.



                                                            50

<PAGE>


                          CONCORD MILESTONE PLUS, L.P.
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1997


<TABLE>
<CAPTION>
                                                                               Costs
                                                                               Capitalized
                                                                               Subsequent                Gross Amount at
                                                Initial Cost                   to Acquisition   which Carried at Close of Period (A)
                                               ---------------------------     -------------   -------------------------------------
                                                                                  Land
                                                                  Building &     Building &               Building &                
    Description and Location      Encumbrances     Land         Improvements   Improvements      Land    Improvements     Total     
-------------------------------   ------------ ------------     ------------   ------------ ----------- ------------  --------------
<S>                              <C>               <C>          <C>             <C>           <C>       <C>            <C>          
Town & Country Plaza             $2,861,153        $430,000     $3,620,000      $385,142      $430,000  $4,005,142     $4,435,142   
Searcy, AR

Old Orchard Shopping Center       8,429,458       6,500,000      5,075,000     1,336,406     6,500,000   6,416,906     12,916,906   
Valencia, CA

Green Valley Mall                 5,392,963       5,100,000      4,587,000     1,493,363     4,057,034   5,031,897      9,088,931   
Green Valley, AZ                  ---------       ---------      ---------     ---------     ---------   ---------      ---------   


                                $16,683,574     $12,030,000    $13,282,000    $3,214,911   $10,987,034 $15,453,945    $26,440,979   
                                 ==========      ==========     ==========     =========    ==========  ==========     ==========   


                                    Accumulated           Date     Depreciation   
    Description and Location        Depreciation(B)   Acquired        Life                      
-------------------------------    --------------   ------------    --------                        
<S>                                <C>               <C>         <C>                            
Town & Country Plaza               $1,324,345        08/20/87     31.5 years                     
Searcy, AR                                                                                      
                                                                                                
Old Orchard Shopping Center         2,062,402        01/22/88     31.5 years                    
Valencia, CA                                                                                    
                                                                                                
Green Valley Mall                  2,026,340         04/15/88     31.5 years                     
Green Valley, AZ                   ---------                                                    
                                                                                
                                                                                                
                                   $5,413,087                                                   
                                   =========                                                    
                                                                                                

                                                     1997        1996         1995             1994             1993
<S>                                                <C>         <C>           <C>              <C>              <C>    
{A) Reconciliation of investment properties owned:
        Beginning balance                          $26,346,496  $26,249,510   $26,039,458      $27,050,431      $27,787,658
        Property acquisitions/improvements              94,483       96,986       210,052           74,959          262,773
        Write-down of property                              0             0             0       (1,085,932)      (1,000,000)
                                                   ----------   -----------  ------------      -----------      -----------

        Balance at end of period                   $26,440,979  $26,346,496   $26,249,510      $26,039,458       $27,050,431
                                                    ==========   ==========    ==========       ==========        ==========

(B) Reconciliation of accumulated depreciation:
        Beginning balance                           $4,829,534   $4,253,132    $3,695,110       $3,122,666        $2,570,521
        Depreciation expense                           583,553      576,402       558,022          572,444           552,145
                                                   -----------  -----------   -----------      -----------       -----------

        Balance at end of period                   $ 5,413,087   $4,829,534    $4,253,132       $3,695,110        $3,122,666
                                                    ==========    =========     =========        =========         =========

</TABLE>

                                                                      51