UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K
(Mark One)

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

For the fiscal year ended December 31, 1998
OR

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

Commission File Number 0-18491

CAPITAL MORTGAGE PLUS L.P.
(Exact name of registrant as specified in its charter)
Delaware                                      13-3502020
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)       Identification No.)

625 Madison Avenue, New York, New York           10022
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  
(212) 421-5333

Securities registered pursuant to Section 12(b) of the 
Act:

	None

Securities registered pursuant to Section 12(g) of the 
Act:

	Beneficial Assignment Certificates

	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 infor-
mation statements incorporated by reference in Part III 
of this Form 10-K or any amendment to this Form 10-K.  
[X]

DOCUMENTS INCORPORATED BY REFERENCE
	Registrant's prospectus dated May 10, 1989, as supple-
mented July 7, 1989, January 8, 1990, February 9, 1990, 
May 18, 1990, and October 24, 1990, as filed with the 
Commission pursuant to Rules 424(b) and 424(c) of the 
Securities Act of 1933, but only to the extent expressly 
incorporated by reference in Parts I, II, III and IV.

Index to exhibits may be found on page 28
Page 1 of  103

<PAGE>
PART I

Item 1.  Business.

General

Capital Mortgage Plus L.P. (the "Registrant") is a lim-
ited partnership which was formed under the laws of the 
State of Delaware on November 23, 1988.  The sole gen-
eral partner of the Registrant is CIP Associates, Inc., 
a Delaware corporation (the "General Partner").  The 
General Partner manages and controls the affairs of the 
Registrant.  See Item 10, Directors and Executive Offi-
cers of the Registrant, below.

Investment Objectives

The Registrant's principal investment objectives are to:  
(i) preserve and protect the Registrant's capital; (ii) 
provide quarterly cash distributions of adjusted cash 
from operations; and (iii) provide additional distribu-
tions from additional interest arising from participa-
tions in the annual cash flow of the developments and/or 
the sale or refinancing of a development.  There can be 
no assurance that all of the objectives can be achieved.

The Registrant has originated federally insured and co-
insured first mortgage construction and permanent loans 
("Mortgages") to finance multi-family residential rental 
properties ("Developments") developed by unaffiliated 
entities.  All base interest and initially at least 90% 
in the aggregate of the principal of the Mortgages in 
which the Registrant invests are insured or coinsured by 
the Department of Housing and Urban Development ("HUD") 
and Related Mortgage Corporation ("RMC"), an affiliate 
of the General Partner.  The remaining 10% of the Regis-
trant's portfolio is comprised of uninsured non-interest 
bearing equity loans made directly to the same develop-
ers as the Mortgages for, among other purposes, defrayal 
of certain specific cash requirements of the properties.  
The Registrant has made five mortgage loans in the ag-
gregate amount of $26,158,190 and five non-interest 
bearing equity loans in the aggregate amount of 
$3,062,135 in connection with five multi-family proj-
ects.  The mortgage and equity loan relating to the Wil-
low Trace Apartments ("Willow Trace"), was repaid in 
full on December 16, 1998.

The Registrant is engaged solely in the business of in-
vesting in Mortgages and equity loans; therefore, pres-
entation of industry segment information is not applica-
ble.

<TABLE>
Investments

The following table lists the mortgage loans and equity 
loans as of February 28, 1999; it excludes the invest-
ment in Willow Trace which was repaid on December 16, 
1998:
<CAPTION>

                               Original    Interest
                               Mortgage    Rate on  Equity 
                   Date of     Loan        Mortgage Loan
Project  Location  Investment  Amount (2)  Loan(1)  Amount    Term(7)  Occupancy
<S>      <C>       <C>         <C>         <C>      <C>       <C>      <C>
Mortenson Manor Ames,  8.43%-  
Apartments (3)  Iowa  8/31/90  $  4,974,090  9.4%  $  577,885  40 years  100%
Windemere       Wichita,  9.55%-  
Apartments (4)  Kansas  9/28/90  8,110,300  10.64%  736,550  40 years  96%
Fieldcrest III  Dothan,  8.75%-  
Apartments (5)  Alabama  8/27/91  3,343,700  10.11%  383,300  40 years  90%
Holly Ridge II  Gresham,  
Apartments (6)  Oregon  3/16/93  5,310,100  9.89%    684,400  40 years  98%
  
                               $21,738,190         $2,382,135  
</TABLE>

(1)  The minimum interest rate shown above includes in-
terest payable under the first mortgage note plus addi-
tional interest payable pursuant to the terms of a Lim-
ited Operating Guaranty agreement for Fieldcrest III 
Apartments ("Fieldcrest") and the Additional Interest 
Guaranty agreements for Mortenson Manor Apartments 
("Mortenson"), Windemere Apartments ("Windemere") and 
Holly Ridge II Apartments ("Holly Ridge").

(2)  The Mortenson and Windemere mortgage loans are co-
insured by HUD and RMC.  The Fieldcrest and Holly Ridge 
mortgage loans are fully insured by HUD.  As of February 
28, 1999, all loan amounts have been disbursed. 

(3)  Default Interest payments of approximately $594,000 
for the years ended December 31, 1993 to 1998 have not 
been received and, as a result, the Registrant estab-
lished an allowance for uncollectability which equals 
approximately $553,000 and $538,000 at December 31, 1998 
and 1997, respectively.

(4)  A Default Interest payment of approximately $64,000 
for the period July 1998 to December 1998 is expected to 
be received during the second quarter of 1999.  Default 
Interest payment of approximately $130,000 for the year 
ended December 31, 1996 has not been received and as a 
result, the Registrant established an allowance for un-
collectability which equals approximately $130,000 at 
December 31, 1998.

(5)  A Default Interest payment of approximately $47,500 
for the period January 1998 to December 1998 is expected 
to be received during the second quarter of 1999.

(6)  A Guaranteed Interest payment of approximately 
$44,000 for the period July 1998 to December 1998 is ex-
pected to be received during the second quarter of 1999.

 (7)  All loans have call provisions effective ten years 
following final endorsement and a grace period.  The 
Registrant, in order to enforce such provisions, would 
be required to terminate the mortgage insurance contract 
with FHA (and/or the coinsurer) not later than the ac-
celerated payment date.  Since the exercise of such op-
tion would be at the Registrant's discretion, it is in-
tended to be exercised only where the Registrant deter-
mines that the value of the Development has increased by 
an amount which would justify accelerating payment in 
full and assuming the risks of foreclosure if the mort-
gagor failed to make the accelerated payment.  The Reg-
istrant presently expects to dispose of such loans 
within 10 to 15 years after acquisition.

<TABLE>
Following is the interest income from mortgage loans as 
a percentage of total revenues.
<CAPTION>
      1998     1997    1996
<S>   <C>      <C>     <C>
Mortenson    13%    16%    16%
Windemere    24    31    31
Fieldcrest    13    13    12
Holly Ridge    17    21    21
Willow Trace    20    18    18
</TABLE>

Repayment of Mortgage Loan
On December 16, 1998, Willow Partners, Ltd. (the 
"Owner"), the owner of Willow Trace Apartments  ("Willow 
Trace"), prepaid the outstanding FHA Co-Insured Mortgage 
Loan (the "Mortgage Loan") and equity loan (the "Equity 
Loan") in full.  The Mortgage Loan and the Equity Loan 
were secured by a mortgage on the Willow Trace property 
and partnership interests in the Owner.  The outstanding 
debt repaid early to the Partnership totaled $5,372,859, 
including the $4,275,984 outstanding balance of the 
Mortgage Loan, the $680,000 Equity Loan, a $213,799 pre-
payment premium (which is included in other income on 
the Statements of Income), and $203,076 of additional 
interest due pursuant to the loan documents.

The prepayment of the Mortgage Loan and the Equity Loan 
differs from what the General Partner had previously an-
ticipated.  As disclosed in the Form 10-Q for the quar-
terly period ended September 30, 1998, the General Part-
ner anticipated that the Owner would refinance the Mort-
gage Loan with a third party lender and that the Owner 
would convert the Equity Loan to a second mortgage loan 
with participation in cash flow.  However, the Owner 
opted to prepay both the Mortgage Loan and the Equity 
Loan in full.

The Partnership used a portion of the repayment proceeds 
to pay current payables, including $344,000 of accrued 
Partnership management fees owed to the General Partner, 
and to replenish reserves.  Of the balance of the repay-
ment proceeds, $4,499,817 ($2.45 per BAC) was distrib-
uted to the BACsholders and $45,453 was distributed to 
the General Partner.

Competition
The Registrant's business is affected by competition to 
the extent that the underlying properties from which it 
is to derive interest and principal payments may be sub-
ject to competition from neighboring properties.  In 
particular, the receipt of additional interest and the 
repayment of the equity loans, neither of which is in-
sured or guaranteed by government or quasi-government 
agencies, is dependent upon the economic performance of 
the underlying properties which could be adversely af-
fected by competitive conditions.

Employees
The Registrant does not directly employ anyone.  All 
services are performed for the Registrant by its General 
Partner and its affiliates.  The General Partner re-
ceives compensation in connection with such activities 
as set forth in Items 11 and 13.  In addition, the Reg-
istrant reimburses the General Partner and certain of 
its affiliates for expenses incurred in connection with 
the performance by their employees of services for the 
Registrant in accordance with the Partnership Agreement.

Item 2.  Properties.

The Registrant does not own or lease any property.

Item 3.  Legal Proceedings.

There are no material legal proceedings pending against 
or involving the Registrant.

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

No matters were submitted to a vote of security holders 
during the fiscal year covered by this report through 
the solicitation of proxies or otherwise.

PART II

Item 5.  Market for the Registrant's Common Equity and 
Related Security Holder Matters.

As of December 31, 1998, the Registrant had issued and 
outstanding 1,836,660 limited partnership interests 
("Limited Partnership Interests"), each representing a 
$20 capital contribution to the Registrant, for aggre-
gate gross proceeds of $36,733,200.  All of the issued 
and outstanding Limited Partnership Interests have been 
issued to Related FI BUC$ Associates, Inc. (the "As-
signor Limited Partner"), which has issued Beneficial 
Assignment Certificates ("BACs").  Each BAC represents 
all of the economic and virtually all of the ownership 
rights attributable to a Limited Partnership Interest 
held by the Assignor Limited Partner.  BACs may be con-
verted into Limited Partnership Interests at no cost to 
the holder, but Limited Partnership Interests are not 
convertible back into BACs.  There is currently no es-
tablished public trading market for BACs and it is not 
anticipated that BACs will be listed for trading on any 
securities exchange or included for quotation on the 
Nasdaq National Market.  

All of the Registrant's general partnership interests, 
representing an aggregate capital contribution of 
$1,000, are held by the General Partner.

There are no material legal restrictions upon the Regis-
trant's present or future ability to make distributions 
in accordance with the provisions of the Registrant's 
Amended and Restated Agreement of Limited Partnership.

<TABLE>
Distribution Information

Cash distributions per BAC made to the limited partners 
or BACs holders for the following quarters in 1998, 1997 
and 1996 were as follows:
<CAPTION>
1st Quarter  2nd Quarter  3rd Quarter  4th Quarter
<S>        <C>     <C>       <C>   <C>
1998    .2466    .2493    .2521    2.7021
1997    .3452    .3490    .3529    .3529
1996    .3452    .3490    .3529    .3529
</TABLE>

Quarterly distributions are made 45 days following the 
close of the calendar quarter.

A total of $7,164,677 was distributed to the limited 
partners or BACs holders during the years 1998, 1997 and 
1996.  The Registrant utilized the original working 
capital reserve, in the aggregate amount of $477,532, 
for distributions from 1989 through 1991, which is con-
sidered to be a return of capital.  An additional work-
ing capital reserve of approximately $2,800,000 was 
formed from uninvested offering proceeds, a portion of 
which was applied to pay a part of the 1998, 1997 and 
1996 distributions (which is considered to be a return 
of capital).  Approximately $0, $800,000 and $897,000 
paid to the limited partners or BACs holders in each of 
the years ended December 31, 1998, 1997 and 1996, re-
spectively, represented a return of capital.  A total of 
$146,217 was distributed to the General Partner during 
1998, 1997 and 1996.

The 1998 fourth quarter distribution which was paid on 
February 14, 1999 has been funded primarily by the Wil-
low Trace repayment proceeds, $2.45 per BAC of which is 
considered to be a return of capital.  See Item 7, Man-
agement's Discussion and Analysis of Financial Condition 
and Results of Operations, for a discussion of the ef-
fect of fee deferments and the expiration of the final 
Guaranteed Rate Guaranty Period on the distributions.

<TABLE>
Item 6.  Selected Financial Data.

The information set forth below presents selected finan-
cial data of the Registrant.  Additional financial in-
formation is set forth in the audited financial state-
ments and footnotes thereto contained in Item 8 hereof.
<CAPTION>
            Year ended December 31,  
OPERATIONS  1998  1997  1996  1995  1994
<S>          <C>  <C>   <C>   <C>   <C>
Interest income  
Mortgage 
loans  $2,678,758 $2,471,273 $2,423,058 $2,448,891 $2,477,238
Temporary 
investments  32,135  14,658  39,064  64,534  57,421
Other income   393,785  2,252   2,202  1,952   2,002

Total 
revenues  3,104,678 2,488,183 2,464,324 2,515,377 2,536,661
  
Operating 
expenses  567,549  584,796   598,701   574,172  579,336
  
Provision for bad 
debts  144,977   96,079  157,138   0   285,000
  
Total 
Expenses  712,526  680,875  755,839  574,172  864,336

Net 
income  $2,392,152  $1,807,308  $1,708,485  $1,941,205  $1,672,325
  
Net income per 
BAC  $   1.28  $  0.96  $  0.91  $  1.04  $  0.89
<CAPTION>  
   December 31,  
FINANCIAL POSITION  1998  1997  1996  1995  1994
<S>                 <C>   <C>   <C>   <C>   <C>
Total 
assets  $28,561,927 $28,597,517 $29,292,812 $30,383,120 $30,973,591
  
CASH DISTRIBUTIONS  
  
Distributions per 
BAC  $   3.45  $   1.40  $   1.40  $   1.40  $   1.40
</TABLE>


<PAGE>
Item 7.  Management's Discussion and Analysis of Finan-
cial Condition and Results of Operations.

Capital Resources and Liquidity

Sources of Registrant funds included interest earned on 
(1) investments in mortgage loans (see also Item 1, 
Business) and (2) the working capital reserve.

During the year ended December 31, 1998, cash and cash 
equivalents of the Registrant increased by approximately 
$5,274,000 due to cash provided by operating activities 
$2,225,000, collections of principal on mortgage and eq-
uity loans were approximately $5,112,000 and distribu-
tions paid to partners $2,063,000.  Included in the ad-
justments to reconcile the net income to cash flow pro-
vided by operating activities is amortization of ap-
proximately $276,000.

Regular quarterly distributions in 1998 were reduced to 
a level equal to 5% per annum, based on the original BAC 
price.  This reflects actual cash receipts of interest 
payments and scheduled principal payments.  Distribu-
tions for 1999 are anticipated to be at a level of 5% 
per annum based on the original BAC price of $20 less 
the $2.45 per BAC special distribution from disposition 
proceeds (deemed a return of capital) as discussed be-
low.  Subject to the future performance of the Regis-
trant's investments and results of operation, the Gen-
eral Partner anticipates that there will be sufficient 
cash from operations generated to cover anticipated ex-
penses in 1999 and to fund future distributions, at 
least at this reduced level.  Distributions in 1997 and 
prior years have been supplemented by a portion of work-
ing capital reserves.

On December 16, 1998, Willow Partners, Ltd. (the 
"Owner"), the owner of Willow Trace Apartments  ("Willow 
Trace"), prepaid the outstanding FHA Co-Insured Mortgage 
Loan (the "Mortgage Loan") and equity loan (the "Equity 
Loan") in full.  The Mortgage Loan and the Equity Loan 
were secured by a mortgage on the Willow Trace property 
and partnership interests in the Owner.  The outstanding 
debt repaid early to the Partnership totaled $5,372,859, 
including the $4,275,984 outstanding balance of the 
Mortgage Loan, the $680,000 Equity Loan, a $213,799 pre-
payment premium (which is included in other income on 
the statements of income), and $203,076 of additional 
interest due pursuant to the loan documents.

The prepayment of the Mortgage Loan and the Equity Loan 
differs from what the General Partner had previously an-
ticipated.  As disclosed in the Form 10-Q for the quar-
terly period ended September 30, 1998, the General Part-
ner anticipated that the Owner would refinance the Mort-
gage Loan with a third party lender and that the Owner 
would convert the Equity Loan to a second mortgage loan 
with participation in cash flow.  However, the Owner 
opted to prepay both the Mortgage Loan and the Equity 
Loan in full.

The Partnership used a portion of the repayment proceeds 
to pay current payables, including $344,000 of accrued 
Partnership management fees owed to the General Partner, 
and to replenish reserves.  Of the balance of the repay-
ment proceeds, $4,499,817 ($2.45 per BAC) was distrib-
uted to the BACsholders and $45,453 was distributed to 
the General Partner.

A distribution of approximately $2,022,000 made to the 
limited partners or BACs holders during the year ended 
December 31, 1998, was made from adjusted cash flow from 
operations.  A distribution of approximately $2,571,000 
made to the limited partners or BACs holders during the 
year ended December 31, 1997, was made from adjusted 
cash flow from operations and, to a lesser extent, from 
working capital reserves, which is considered to be a 
return of capital.  Approximately $41,000 and 52,000 was 
distributed to the General Partner for each of the years 
ended December 31, 1998 and 1997, respectively.

Management is not aware of any trends or events, commit-
ments or uncertainties that will impact liquidity in a 
material way.  Management believes the only impact would 
be from laws that have not yet been adopted.  All base 
interest and the principal of the Registrant's invest-
ments in mortgage loans are insured or co-insured by HUD 
and a private mortgage lender (which is an affiliate of 
the General Partner).  The Registrant's investments in 
uninsured non-interest bearing equity loans (which rep-
resent approximately 10% of the Registrant's portfolio) 
are secured by a Registrant interest in properties which 
are diversified by location so that if one area of the 
country is experiencing downturns in the economy, the 
remaining properties may be experiencing upswings.  How-
ever, the geographic diversification of the portfolio 
may not protect against a general downturn in the na-
tional economy.

Results of Operations

1998 vs. 1997

Results of operations for the years ended December 31, 
1998 and 1997 consisted primarily of interest income of 
$2,679,000 and $2,471,000, respectively, earned from in-
vestments in mortgage loans.

Interest income from mortgage loans increased approxi-
mately $207,000 for the year ended December 31, 1998 as 
compared to 1997 primarily due to the receipt of addi-
tional interest due to the repayment of Willow Trace in 
1998.

Temporary investments increased approximately $17,000 
for the year ended December 31, 1998 as compared to 1997 
primarily due to higher cash and cash equivalents bal-
ances in 1998.

Other income increased approximately $392,000 for the 
year ended December 31, 1998 as compared to 1997 primar-
ily due to the gain realized from the repayment of the 
Willow Trace Mortgage Loan and Equity Loan in 1998.

Total expenses, excluding general and administrative and 
provision for bad debt, remained fairly consistent with 
an increase of approximately 2% for the year ended De-
cember 31, 1998 as compared to 1997.

General and administrative expenses decreased approxi-
mately $26,000 for the year ended December 31, 1998 as 
compared to 1997 primarily due to a decrease in legal 
and insurance expenses.

A provision for bad debts of approximately $145,000 and 
$96,000 was charged for the years ending December 31, 
1998 and 1997, respectively, representing the 1995-1998 
Guaranteed Interest due from Mortenson and the 1996 
Guaranteed Interest due from Windemere.

Results of Operations

1997 vs. 1996

Results of operations for the years ended December 31, 
1997 and 1996 consisted primarily of interest income of 
approximately $2,471,000 and $2,423,000, respectively, 
earned from investments in mortgage loans.

Interest income from mortgage loans increased approxi-
mately $48,000 for the year ended December 31, 1997  as 
compared to 1996 primarily due to the receipt of an an-
nual yield payment from Fieldcrest in 1997.

Interest income from temporary investments decreased ap-
proximately $24,000 primarily due to lower cash and cash 
equivalents balances.

Total expenses, excluding provision for bad debts, re-
mained fairly constant with a decrease of approximately 
2% for the year ended December 31, 1997 as compared to 
1996.

A provision for bad debts of approximately $96,000 and 
$157,000 was charged for the year ending December 31, 
1997 and 1996, respectively, representing the 1995-1997 
Guaranteed Interest due from Mortenson.

Recent Financial Accounting Standards

The Financial Accounting Standards Board has recently 
issued several new accounting pronouncements.  Statement 
No. 128, "Earnings per Share" establishes standards for 
computing and presenting earnings per share.  Statement 
No. 129, "Disclosure of Information about Capital Struc-
ture" establishes standards for disclosing information 
about an entity's capital structure.  The adoption of 
these standards in 1997 has not materially affected the 
Company's reported operating results, per share amounts, 
financial position or cash flows.

In June 1997, SFAS No. 130, Reporting Comprehensive In-
come, and SFAS No. 131, Disclosures about Segments of an 
Enterprise and Related Information, were issued.  SFAS 
No. 130 establishes standards for reporting and display-
ing comprehensive income and its components in a finan-
cial statement that is displayed with the same promi-
nence as other financial statements.  Reclassification 
of financial statements for earlier periods, provided 
for comparative purposes, is required.  The statement 
also requires the accumulated balance of other compre-
hensive income to be displayed separately from retained 
earnings and additional paid-in capital in the equity 
section of the statement of financial position.

SFAS No. 131 establishes standards for reporting infor-
mation about operating segments in annual and interim 
financial statements.  Operating segments are defined as 
components of an enterprise about which separate finan-
cial information is available that is evaluated regu-
larly by the chief operating decision maker in deciding 
how to allocate resources and in assessing performance.  
Categories required to be reported as well as reconciled 
to the financial statements are segment profit or loss, 
certain specific revenue and expense items, and segment 
assets.  SFAS No. 130 and No. 131 are effective for fis-
cal years beginning after December 15, 1997.

SFAS No. 130 is disclosure related only and therefore 
will have no impact on the Company's financial position 
or results of operations and SFAS No. 131 does not ap-
ply.

In February 1998, FASB issued SFAS No. 132, "Employees' 
Disclosures about Pension and Other Postretirement Bene-
fits" ("SFAS No. 132"), which revises employers' disclo-
sures about pension and other postretirement benefit 
plans.  SFAS No. 132 does not change the measurement or 
recognition of those plans.  SFAS No. 132 is effective 
for fiscal years beginning after December 15, 1997.  The 
Partnership does not directly have any employees and 
SFAS No. 132 is disclosure related only and therefore 
will have no impact on the Partnership's financial posi-
tion or results of operations.

In June 1998, FASB issued SFAS No. 133, "Accounting for 
Derivatives and Hedging Activities" ("SFAS No. 133"), 
which establishes accounting and reporting standards for 
derivative instruments, including certain derivative in-
struments embedded in other contracts, (collectively re-
ferred to as derivatives) and for hedging activities.  
SFAS No. 133 is effective for all fiscal quarters of 
fiscal years beginning after June 15, 1999.  The Part-
nership does not expect the adoption of this statement 
to have a significant impact on the Partnership's finan-
cial position or results of operations.

In October 1998, FASB issued SFAS No. 134, "Accounting 
for Mortgage-Backed Securities Retained after the Secu-
ritization of Mortgage Loans Held for Sale by a Mortgage 
Banking Enterprise" ("SFAS No. 134"), which amends SFAS 
No. 65 to require that after the securitization of mort-
gage loans held for sale, an entity engaged in mortgage 
banking activities classify the resulting mortgage-
backed securities or other retained interests based on 
its ability and intent to sell or hold those invest-
ments. SFAS No. 134 conforms the subsequent accounting 
for securities retained after the securitization of 
mortgage loans by a mortgage banking enterprise with the 
subsequent accounting for securities retained after the 
securitization of other types of assets by a nonmortgage 
banking enterprise.  SFAS No. 134 is effective for all 
fiscal quarters beginning after December 15, 1998.  The 
Partnership does not expect the adoption of this state-
ment to have a significant impact on the Partnership's 
financial position or results of operations.

Year 2000 Compliance
The Partnership utilizes the computer services of an af-
filiate of the General Partner.  The affiliate of the 
General Partner has upgraded its computer information 
systems to be year 2000 compliant and beyond.  The Year 
2000 compliance issue concerns the inability of a com-
puterized system to accurately record dates after 1999.  
The affiliate of the General Partner recently underwent 
a conversion of its financial systems applications and 
upgraded all of its non-compliant in-house software and 
hardware inventory.  The work stations that experienced 
problems from the testing process were corrected with an 
upgrade patch.  The costs incurred by the Partnership 
are not being charged to the Partnership.  The most 
likely worst case scenario that the General Partner 
faces is that computer operations will be suspended for 
a few days to a week at January 1, 2000.  The Partner-
ship contingency plan is to have a complete backup done 
on December 31, 1999 and both electronic and printed re-
ports generated for all critical data up to and includ-
ing December 31, 1999.

In regard to third parties, the General Partner is in 
the process of evaluating the potential adverse impact 
that could result from the failure of material service 
providers to be Year 2000 compliant.  A detailed survey 
and assessment was sent to material third parties in the 
fourth quarter of 1998.  The Partnership has received 
assurances from a majority of its third parties with 
which it interacts that they have addressed the Year 
2000 issues and is evaluating these assurances for their 
adequacy and accuracy.  In cases where the Partnership 
has not received assurances from third parties, it is 
initiating further mail and/or phone correspondence.  
The Partnership relies heavily on third parties and is 
vulnerable to the failures of third parties to address 
their year 2000 issues.  There can be no assurance given 
that the third parties will adequately address their is-
sues.

Item 7A.  Quantitative and Qualitative Disclosure About 
Market Risk.

Not Applicable

<PAGE>
Item 8.	Financial Statements and Supplementary Data.
		      
                                                    Page	
(a) 1.	Financial Statements

	Independent Auditors' Report	                12

	Statements of Financial Condition as of 
December 31, 1998 and 1997	                      13

	Statements of Income for the years ended 
December 31, 1998, 1997 and 1996	                14

	Statements of Changes in Partners' Capital 
(Deficit) for the years ended December 31, 
1998, 1997 and 1996	                            15

	Statements of Cash Flows for the years 
ended December 31, 1998, 1997 and 1996	          16

	Notes to Financial Statements	                17


<PAGE>
INDEPENDENT AUDITORS' REPORT




To the General Partner of
Capital Mortgage Plus L.P.



We audited the accompanying statements of financial con-
dition of Capital Mortgage Plus L.P. (a Delaware limited 
partnership) as of December 31, 1998 and 1997 and the 
related statements of income, changes in partners' capi-
tal (deficit) and cash flows for each of the three years 
ended December 31, 1998.  These financial statements are 
the responsibility of the General Partner.  Our respon-
sibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally ac-
cepted auditing standards.  Those standards require that 
we plan and perform the audit to obtain reasonable as-
surance 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 the General Partner, as 
well as evaluating the overall financial statement pres-
entation.  We believe that our audits provide a reason-
able basis for our opinion.

In our opinion, the financial statements referred to 
above present fairly, in all material respects, the fi-
nancial position of Capital Mortgage Plus L.P. as of De-
cember 31, 1998 and 1997, and the results of its opera-
tions and its cash flows for each of the three years 
ended December 31, 1998 in conformity with generally ac-
cepted accounting principles.




Bethesda, Maryland          REZNICK, FEDDER & SILVERMAN
January 22, 1999


<PAGE>
<TABLE>
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION

ASSETS
<CAPTION>
          December 31,  
          1998         1997  
<S>       <C>          <C>
Investments in 
mortgage loans 
(Note 3)  $22,031,917  $27,085,493
Cash and cash 
equivalents  5,491,915  217,902
Accrued interest 
receivable 
(net of 
allowance 
  of $683,194 
and $538,217, 
respectively)  344,034  443,267
Loan origination costs 
(net of accumulated 
  amortization of 
$139,888 and $141,883, 
respectively)   694,061   850,855

Total Assets  $28,561,927  $28,597,517

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable 
and other 
liabilities  $  20,674  $  46,446
Due to general 
partner and 
affiliates 
(Note 4)   61,592  400,298

Total 
liabilities  82,266  446,744

Partners' capital (deficit):
Limited Partners 
(1,836,660 BACs issued 
  and outstanding) 
(Note 1)  28,578,664  28,256,354
General Partner  (99,003)  (105,581)

Total partners' 
capital  28,479,661  28,150,773

Total Liabilities 
and Partners' 
Capital  $28,561,927  $28,597,517

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF INCOME
<CAPTION>
          Years Ended December 31,  
          1998        1997        1996  
<S>       <C>         <C>         <C>
Revenues:

Interest income:
Mortgage loans 
(Note 3)  $2,678,758  $2,471,273  $2,423,058
Temporary 
investments  32,135  14,658  39,064
Other income   393,785  2,252  2,202

Total revenues  3,104,678  2,488,183  2,464,324

Expenses:

General and 
administrative  61,918  88,408  81,012
General and administrative-
  related parties 
(Note 4)  228,185  216,208  237,509
Provision for bad 
debts  144,977  96,079  157,138
Amortization   277,446   280,180   280,180

Total expenses   712,526   680,875   755,839

Net 
income  $2,392,152  $1,807,308  $1,708,485

Net income per 
BAC  $   1.28  $   0.96  $   0.91

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<CAPTION>
               Limited   General
       Total   Partners  Partner
<S>    <C>         <C>          <C>
Partners' capital (deficit) - 
January 1, 
1996  $29,882,610  $29,953,555  $  (70,945)
Net income  1,708,485  1,674,315  34,170
Distributions  (2,623,815)  (2,571,339)  (52,476)

Partners' capital (deficit) - 
December 31, 
1996  28,967,280  29,056,531  (89,251)
Net income  1,807,308  1,771,162  36,146
Distributions  (2,623,815)  (2,571,339)  (52,476)

Partners' capital (deficit) - 
December 31, 
1997  28,150,773  28,256,354  (105,581)
Net income  2,392,152  2,344,309  47,843
Distributions   (2,063,264)   (2,021,999)  (41,265)

Partners' capital (deficit) - 
December 31, 
1998  $28,479,661  $28,578,664  $  (99,003)

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
<CAPTION>
  Years Ended December 31,  
          1998        1997        1996  
<S>       <C>         <C>         <C>
Cash flows from operating activities:
Net income  $2,392,152  $1,807,308  $1,708,485

Adjustments to reconcile net income to net cash
  provided by operating activities:
Provision for bad 
debts  144,977  96,079  157,138
Gain on recovery 
of amortized 
portion of Willow
  Trace Equity 
Loan  (311,742)  0  0
Writeoff of unamortized 
portion of Willow Trace
  Loan costs  133,859  0  0
Amortization  277,446  280,180  280,180
Amortization of interest rate 
buydown  (1,452)  (1,452)  (1,452)
Changes in operating assets and liabilities:
Increase in other 
assets  (45,744)  (173,683)  (130,290)
(Decrease) increase in accounts payable
  and other 
liabilities  (25,772)  18,743  (5,775)
(Decrease) increase 
in due to 
general partner
  and 
affiliates   (338,706)   102,470  (169,203)
Total 
adjustments   (167,134)   322,337  130,598

Net cash provided by 
operating 
activities   2,225,018  2,129,645  1,839,083

Cash flows from 
investing 
activities:
Receipt of principal 
on mortgage 
loans   4,432,259   144,612  133,829
Receipt of principal 
on equity 
loan   680,000  0  0

Net cash provided by 
investing 
activities   5,112,259  144,612   133,829

Cash flows from 
financing 
activities:

Distributions to 
partners   (2,063,264)   (2,623,815)   (2,623,815)

Net cash used in 
financing
  activities   (2,063,264)   (2,623,815)   (2,623,815)

Net increase (decrease) 
in cash and cash 
equivalents  5,274,013  (349,558)  (650,903)

Cash and cash 
equivalents at beginning of 
year   217,902   567,460  1,218,363

Cash and cash 
equivalents at end of 
year  $5,491,915  $   217,902  $   567,460

See Accompanying Notes to Consolidated Financial State-
ments.
</TABLE>

<PAGE>
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996

NOTE 1 - General


Capital Mortgage Plus L.P., a Delaware limited partner-
ship (the "Partnership") commenced a public offering 
(the "Offering") on May 10, 1989 of 5,000,000 
($100,000,000) Beneficial Assignment Certificates 
("BACs") representing assignments of limited partnership 
interests.  The BACs represent an assignment of all of 
the economic and virtually all of the ownership rights 
attributable to the limited partnership interests in the 
Partnership.  The BACs holders have virtually the same 
rights and, for all practical purposes, are limited 
partners of the Partnership.

Pursuant to the Offering, the Partnership received 
$36,733,200 of gross proceeds from the BACs holders rep-
resenting 1,836,660 BACs.  The final close of the Offer-
ing occurred on May 23, 1991 and no further issuance of 
BACs is anticipated.

The Partnership was organized on November 23, 1988 and 
will continue until December 31, 2041 unless terminated 
sooner under the provisions of its Partnership Agree-
ment.

The general partner of the Partnership is CIP Associ-
ates, Inc., a Delaware corporation (the "General Part-
ner").  Related FI BUC$ Associates, Inc. is the Assignor 
Limited Partner of the Partnership.  CIP Associates, 
Inc. and Related FI BUC$ Associates, Inc. are under sub-
stantially common ownership.

The Partnership was formed to invest in insured or guar-
anteed mortgage investments.  The Partnership has in-
vested in first mortgage construction and permanent 
loans ("Mortgages") to finance multifamily residential 
rental properties ("Developments") developed by unaf-
filiated entities.  After an initial period, a substan-
tial portion of the Mortgages is expected to provide for 
additional interest based on the annual cash flow from 
the Developments and the proceeds of prepayments, sales 
or other dispositions.  All base interest and initially 
at least 90% of the principal of the Mortgages is in-
sured or coinsured by the Department of Housing and Ur-
ban Development ("HUD") and a private mortgage lender 
(which is an affiliate of the General Partner).  The 
Partnership has also invested in uninsured equity loans 
made directly to developers of developments on which the 
Partnership holds a first mortgage.  

Net income and distributions from operations of the 
Partnership are allocated 2% to the General Partner and 
98% to the limited partners, until the limited partners 
have received an 11% per annum non-cumulative non-
compounded return on their adjusted contributions as de-
fined in the Amended and Restated Agreement of Limited 
Partnership.  Thereafter, net income and distributions 
will be allocated 90% to the limited partners and 10% to 
the General Partner.  Distributions of disposition pro-
ceeds are allocated 1% to the General Partner and 99% to 
the limited partners until each limited partner has re-
ceived an amount equal to his original contribution plus 
an amount which, when added to all prior distributions 
equals a 7% per annum cumulative non-compounded return 
on his adjusted contribution; then 2% and 98% of dispo-
sition proceeds, until each limited partner has received 
an amount which, when added to all prior distributions 
equals an 11% per annum cumulative non-compounded return 
on his adjusted contribution; and thereafter 10% to the 
General Partner and 90% to the limited partners.

The distributions per BAC were $3.45, $1.40 and $1.40 
for 1998, 1997 and 1996.  The 1998, 1997 and 1996 dis-
tributions were made from adjusted cash flow from opera-
tions (and, in particular the fourth quarter 1998 dis-
tribution which was paid on February 14, 1999 from the 
repayment of Willow Trace loan, $2.45 per BAC of which 
is considered to be a return of capital) and to a lesser 
extent were supplemented from working capital reserves, 
which was considered to be a return of capital. 

NOTE 2 - Accounting Policies

a)  Basis of Accounting

The books and records of the Partnership are maintained 
on the accrual basis of accounting in accordance with 
generally accepted accounting principles ("GAAP").

The preparation of financial statements in conformity 
with GAAP requires the General Partner to make estimates 
and assumptions that affect the reported amounts of as-
sets and liabilities and the disclosure of contingent 
assets and liabilities at the date of the financial 
statements as well as the reported amounts of revenues 
and expenses during the reporting period.  Significant 
estimates are made when accounting for the allowance for 
the interest receivable.  Actual results could differ 
from those estimates.

Acquisition expenses incurred for the investment of 
mortgage loans have been capitalized and are included in 
loan origination costs, which are being amortized over 
the average expected lives of the respective mortgages 
when acquired and written off when the loan is repaid.

The equity loans are considered to be premiums paid to 
obtain the mortgage loans and are being amortized over 
the average expected lives of the respective mortgages.

Interest rate buydowns are being amortized as an adjust-
ment to the effective interest rate over the average ex-
pected lives of the respective mortgages.

b)  Cash and Cash Equivalents
Cash and cash equivalents include temporary investments 
with original maturity dates of less than 3 months when 
acquired and are carried at cost plus accrued interest, 
which approximates market.

c)  Income Taxes
The Partnership is not required to provide for, or pay, 
any federal income taxes.  Income tax attributes that 
arise from its operation are passed directly to the in-
dividual partners.  The Partnership may be subject to 
state and local taxes in jurisdictions in which it oper-
ates.

d)  New Pronouncements
The Financial Accounting Standards Board has recently 
issued several new accounting pronouncements.  Statement 
No. 128, "Earnings per Share" establishes standards for 
computing and presenting earnings per share.  Statement 
No. 129, "Disclosure of Information about Capital Struc-
ture" establishes standards for disclosing information 
about an entity's capital structure.  The adoption of 
these standards in 1997 has not materially affected the 
Company's reported operating results, per share amounts, 
financial position or cash flows.

In June 1997, SFAS No. 130, Reporting Comprehensive In-
come, and SFAS No. 131, Disclosures about Segments of an 
Enterprise and Related Information, were issued.  SFAS 
No. 130 establishes standards for reporting and display-
ing comprehensive income and its components in a finan-
cial statement that is displayed with the same promi-
nence as other financial statements.  Reclassification 
of financial statements for earlier periods, provided 
for comparative purposes, is required.  The statement 
also requires the accumulated balance of other compre-
hensive income to be displayed separately from retained 
earnings and additional paid-in capital in the equity 
section of the statement of financial position.

SFAS No. 131 establishes standards for reporting infor-
mation about operating segments in annual and interim 
financial statements.  Operating segments are defined as 
components of an enterprise about which separate finan-
cial information is available that is evaluated regu-
larly by the chief operating decision maker in deciding 
how to allocate resources and in assessing performance.  
Categories required to be reported as well as reconciled 
to the financial statements are segment profit or loss, 
certain specific revenue and expense items, and segment 
assets.  SFAS No. 130 and No. 131 are effective for fis-
cal years beginning after December 15, 1997.

SFAS No. 130 is disclosure related only and therefore 
will have no impact on the Company's financial position 
or results of operations and SFAS No. 131 does not ap-
ply.

In February 1998, FASB issued SFAS No. 132, "Employees' 
Disclosures about Pension and Other Postretirement Bene-
fits" ("SFAS No. 132"), which revises employers' disclo-
sures about pension and other postretirement benefit 
plans.  SFAS No. 132 does not change the measurement or 
recognition of those plans.  SFAS No. 132 is effective 
for fiscal years beginning after December 15, 1998.  The 
Partnership does not directly have any employees and 
SFAS No. 132 is disclosure related only and therefore 
will have no impact on the Partnership's financial posi-
tion or results of operations.

In June 1998, FASB issued SFAS No. 133, "Accounting for 
Derivatives and Hedging Activities" ("SFAS No. 133"), 
which establishes accounting and reporting standards for 
derivative instruments, including certain derivative in-
struments embedded in other contracts, (collectively re-
ferred to as derivatives) and for hedging activities.  
SFAS No. 133 is effective for all fiscal quarters of 
fiscal years beginning after June 15, 1999.  The Part-
nership does not expect the adoption of this statement 
to have a significant impact on the Partnership's finan-
cial position or results of operations.

In October 1998, FASB issued SFAS No. 134, "Accounting 
for Mortgage-Backed Securities Retained after the Secu-
ritization of Mortgage Loans Held for Sale by a Mortgage 
Banking Enterprise" ("SFAS No. 134"), which amends SFAS 
No. 65 to require that after the securitization of mort-
gage loans held for sale, an entity engaged in mortgage 
banking activities classify the resulting mortgage-
backed securities or other retained interests based on 
its ability and intent to sell or hold those invest-
ments. SFAS No. 134 conforms the subsequent accounting 
for securities retained after the securitization of 
mortgage loans by a mortgage banking enterprise with the 
subsequent accounting for securities retained after the 
securitization of other types of assets by a nonmortgage 
banking enterprise.  SFAS No. 134 is effective for all 
fiscal quarters beginning after December 15, 1997.  The 
Partnership does not expect the adoption of this state-
ment to have a significant impact on the Partnership's 
financial position or results of operations.

<TABLE>

Note 3 - Investments in Loans

The Partnership has funded five mortgage loans and 
originated five noninterest bearing equity loans the ag-
gregate amount of $29,220,325, one of which was repaid 
on December 16, 1998.

Information relating to investments in mortgage loans 
and equity loans as of December 31, 1998 and 1997 is as 
follows:
<CAPTION>
           No. of  
           Apart  Date of  Final
Property/  -ment  Invest-  Maturity
Location   Units   ment    Date  
<S>       <C>      <C>     <C>
Mortenson   104   8/90      8/30
Manor  
Apts./  
Ames, IA  
  
Windemere   204  9/90  9/30
Apts./  
Wichita, KS  
  
Fieldcrest III   112  8/91  8/31
Apts./  
Dothan, AL  
  
Holly Ridge II   144  3/93  3/33
Apts./  
Gresham, OR  
  
Willow Trace   152  6/93  (F)
Apts./  
Tuscaloosa, AL  


           Amounts Advanced  
                                     Invest-   Invest-
                                      ments    ments 
                           Total     in        in
Property/  Mortgage Equity Amounts   Loans at  Loans at
Location    Loans   Loans  Advanced  12/31/98  12/31/97
                                     (E)        (E)
<S>       <C>      <C>     <C>    <C>     <C>
Mortenson  
Manor  $4,974,090  $577,885  $5,551,975  $4,919,828  $5,009,020
Apts./  
Ames, IA  
  
Windemere   
Apts./  8,110,300  736,550  8,846,850  8,116,356  8,222,672
Wichita, KS  
  
Fieldcrest III   
Apts./  3,343,700  383,300  3,727,000  3,419,612  3,467,130
Dothan, AL  
  
Holly Ridge II   
Apts./  5,310,100  684,400  5,994,500  5,576,121  5,656,344
Gresham, OR  
  
Willow Trace   
Apts./  4,420,000  680,000  5,100,000  0  4,730,327
Tuscaloosa, AL  
Total  $26,158,190  $3,062,135  $29,220,325  $22,031,917  $27,085,493



           Interest earned by the Partnership during 1998  
           Non-contingent      Contingent  
                                        Cash Flow  
           Base      Default   Annual   Partici-  
           Interest  Interest  Yield    pation    Total
Property/  Amount/   Amount/   Amount/  Amount/   Interest
Location   Rate (A)  Rate (B)  Rate (C) Rate (D)  Earned
<S>       <C>      <C>     <C>    <C>     <C>
Mortenson  $ 302,809  $95,531  $  0     $  0    $ 398,340
Manor      6.45%      1.98%    0.97%    30.00%  
Apts./  
Ames, IA  
  
Windemere   627,402  128,022  0  0  755,424
Apts./  7.95%  1.60%  1.08%  30.00%  
Wichita, KS  
  
Fieldcrest III   283,992  47,559  45,318  11,491  388,360
Apts./  8.68%  0.07%  1.36%  30.00%  
Dothan, AL  
  
Holly Ridge II   425,167  87,726  N/A  0  512,893
Apts./  8.125%  1.00%  0.64%  30.00%  
Gresham, OR  
  
Willow Trace   342,208  54,790  N/A  226,743  623,741
Apts./  8.37%  1.287%  30.00%  
Tuscaloosa, AL  
Total  $ 1,981,578  $413,628  $45,318  $ 238,234  $2,678,758
</TABLE

(A)  Base interest on the Mortgages is that amount that 
is insured/co-insured by HUD and is being shown net of 
service fee.

(B)  Default Interest is the minimum amount due over the 
base rate, and is not contingent upon cash flow.  This 
interest is secured by Partnership interests.

(C)  Annual Yield is the amount over the default rate 
and is contingent upon property cash flow.

(D)  Cash Flow Participation is the percent of cash flow 
due to the Partnership after payment of the Annual Yield 
and is contingent upon property cash flow.  Fieldcrest, 
Willow Trace and Holly Ridge provided sufficient cash 
flow in 1996 to pay the Partnership a participation dur-
ing 1997.  Fieldcrest and Willow Trace provided suffi-
cient cash flow in 1997 to pay the Partnership a par-
ticipation during 1998.  Willow Trace provided suffi-
cient cash flow in 1997 and 1998 to pay the Partnership 
a participation in 1998.

(E)  The Investments in Loans amount reflects the unpaid 
balance of the Mortgages and the unamortized balance of 
the equity loans in the amounts of $21,078,025 and 
$953,892 at December 31, 1998 and $25,508,832 and 
$1,576,661, respectively, at December 31, 1997.

(F)  On December 16, 1998, Willow Partners, Ltd. (the 
"Owner"), the owner of Willow Trace Apartments  ("Willow 
Trace"), prepaid the outstanding FHA Co-Insured Mortgage 
Loan (the "Mortgage Loan") and equity loan (the "Equity 
Loan") in full.  The Mortgage Loan and the Equity Loan 
were secured by a mortgage on the Willow Trace property 
and partnership interests in the Owner.  The outstanding 
debt repaid early to the Partnership totaled $5,372,859, 
including the $4,275,984 outstanding balance of the 
Mortgage Loan, the $680,000 Equity Loan, a $213,799 pre-
payment premium and $203,076 of additional interest due 
pursuant to the loan documents.

Total interest earned on the schedule of investment in 
loans does not include the gain on the recovery of the 
amortized portion of the Willow Trace Equity Loan of 
$311,742, the writeoff of the unamortized portion of the 
Willow Trace Loan costs of $133,859 and the $213,799 
prepayment premium, all of which are included in other 
income on the Statements of Income.


</TABLE>
<TABLE>
<CAPTION>
             1998         1997  
<S>          <C>          <C>
Investment in loans 
January 1,  $27,085,493  $27,485,450

Additions:
Fieldcrest III discount 
amortization  1,452   1,452

  1,452   1,452
Deductions:
Amortization of equity 
loans  (254,511)  (256,796)
Collection of principal  -Mortgages
  -Mortenson  (41,034)  (38,478)
  -Windemere  (44,937)  (41,485)
  -Fieldcrest III  (15,410)  (14,123)
  -Holly Ridge  (23,190)  (21,360)
  -Willow Trace  (4,307,688)  (29,167)
Collection of principal-Equity loan  
  -Willow Trace*   (368,258)   0
  (5,055,028)   (401,409)

Investment in loans 
December 31,  $22,031,917  $27,085,493

*This is the unamortized portion of the equity loan and 
the balance of the $680,000 repaid is included in other 
income on the Statements of Income.
</TABLE>

The Mortenson Manor and Windemere Mortgages are co-
insured by HUD and Related Mortgage Corporation ("RMC"), 
an affiliate of the General Partner.  The Fieldcrest III 
and Holly Ridge Mortgages are insured by HUD.  Willow 
Trace was insured by HUD.

In addition to the interest rate during the post-
construction periods, the Partnership will be entitled 
to payment of 30% of cash flow remaining after payment 
of the permanent loan interest and accrued interest, if 
any, and certain amounts from sale or refinancing pro-
ceeds.

The equity loans are non-interest bearing and are se-
cured by the assignment of the owner/developers' inter-
ests in the projects.   The equity loans are not insured 
by HUD or any other party and, for financial statement 
reporting purposes, are considered to be premiums paid 
to obtain the Mortgages.  These premiums are being amor-
tized over the average expected lives of the respective 
Mortgages.

The Fieldcrest general partner paid $17,440 to the Part-
nership as an interest rate buydown during the construc-
tion period.  For financial reporting purposes, the fee 
is treated as an adjustment to the effective interest 
rate on the Mortgage.

At December 31, 1998, all of the loans due to the Part-
nership are current with respect to their FHA mortgage 
obligations.  Mortenson has not paid its default inter-
est of approximately $151,000 , $96,000 and $85,000 for 
the years ended December 31, 1998, 1997 and 1996, re-
spectively.  During the first quarter of 1998 and 1997, 
the Partnership received default interest of approxi-
mately $40,000 and $25,000, representing partial payment 
for 1997 and 1996, respectively.  Windmere has not paid 
its default interest of approximately $130,000 for the 
year ended December 31, 1996.  As a result, an allowance 
for uncollectability relating to the default interest 
amounted to approximately $683,194 and $538,217 at De-
cember 31, 1998 and 1997, respectively.

The operations of Mortenson have not been able to sup-
port the payment of the required interest.  Accordingly, 
effective January 1, 1995 the Partnership entered into a 
modification agreement whereby the annual yield was 
modified to a cumulative yield of 9.4% per annum from 
the Permanent Loan Date and the Default Rate was rede-
fined as 8.43% per annum.  The modification agreement 
also provided that pre-1995 accrued interest not accrue 
further interest on and after January 1, 1995, and shall 
be paid solely out of Capital Proceeds prior to the cal-
culation of participation percentages.  Mortenson also 
agreed to defer the management fee payable up to the De-
fault Rate.  Pursuant to this modification agreement, 
default interest for both 1998 and 1997 of approximately 
$151,000, has been accrued and approximately $56,000 for 
1997 has been reserved.

<TABLE>
NOTE 4 - Related Parties

The costs incurred to related parties for the years 
ended December 31, 1998, 1997 and 1996 were as follows:
<CAPTION>
      1998       1997      1996  
<S>   <C>        <C>       <C>
Partnership 
management 
fees 
(a)  $146,391  $153,065  $153,065
Expense 
reimbursement 
(b)   81,794   63,143   84,444

Total general and 
administrative-
  related 
parties  $228,185  $216,208  $237,509
</TABLE>

(a)  A Partnership management fee for managing the af-
fairs of the Partnership equal to .5% per annum of in-
vested assets is payable out of cash flow to the General 
Partner.  The fourth quarter 1998 partnership management 
fee was calculated on the reduced asset base due to the 
repayment of the Willow Trace Mortgage Loan and Equity 
Loan on December 16, 1998.  During the years ended De-
cember 31, 1998, 1997 and 1996, payments of $344,000, 
$114,799 and $267,864 were made, respectively.  As of 
December 31, 1998 and 1997, a balance of $32,000 and 
$305,822, respectively, was due to the General Partner 
for these fees.

(b)  The General Partner and its affiliates perform 
services for the Partnership which include, but are not 
limited to:  accounting and financial management, regis-
ter, transfer and assignment functions, asset manage-
ment, investor communications, printing services and 
other administrative services.  The amount of reimburse-
ment from the Partnership is limited by the provisions 
of the Partnership Agreement.  An affiliate of the Gen-
eral Partner performs assets monitoring for the Partner-
ship.  These services include site visits and evalua-
tions of the performance of the properties securing the 
loans.  During the years ended December 31, 1998, 1997 
and 1996, payments of $146,332, $1,062 and $138,849 were 
made, respectively, relating to these costs.  As of De-
cember 31, 1998 and 1997, the General Partner and its 
affiliates were due $30,000 and $94,476, respectively.

RMC is a co-insurer on the Mortenson and Windemere Mort-
gages in which the Partnership has invested.  RMC is en-
titled to a mortgage insurance premium which is paid by 
the mortgagors.

NOTE 5 - Fair Value of Financial Instruments

Financial Accounting Standards Board SFAS No. 107, "Dis-
closures about Fair Value of Financial Instruments" re-
quires that the estimated fair value of financial in-
struments, as defined by SFAS No. 107, be disclosed.  
Financial instruments are defined as cash, evidence of 
an ownership interest in an entity or a contract which 
creates obligations and rights to exchange cash and/or 
other financial instruments.  SFAS No. 107 also requires 
disclosures of the methods and significant assumptions 
used to estimate the fair value of financial instru-
ments.

Considerable judgment is required in interpreting data 
to develop the estimates of fair value.  Accordingly, 
the estimates presented herein are not necessarily in-
dicative of the amounts that the Partnership could real-
ize in a current market exchange.  The use of different 
market assumptions and/or estimation methodologies may 
have a material effect on the estimated fair value 
amounts.

The following methods/assumptions were used to estimate 
the fair value of each class of financial instrument:

Cash and Cash Equivalents
Fair value is determined to be the carrying value be-
cause they mature in three months or less and do not 
represent unanticipated credit concerns.

Investments in Loans
At December 31, 1998, the estimated carrying value of 
the mortgage loans approximated fair value.  The esti-
mated fair values at December 31, 1998 were based on in-
ternal valuations of the four properties collateralizing 
these loans.  Fair value estimates are made at a spe-
cific point in time, based on relevant market informa-
tion and information about the financial instrument 
which sets forth the terms of a loan.  This estimate is 
subjective in nature and involves uncertainties and mat-
ters of significant judgment.  Changes in assumptions 
could significantly affect estimates.  Due to the prop-
erty-specific nature of the loans and the lack of a 
ready market for such investments, this fair value esti-
mate does not necessarily represent the amount which the 
Partnership could realize upon a current sale of its in-
vestments.

NOTE 6 - Subsequent Event

On February 14, 1999, a distribution of $4,962,756 and 
$54,900 was paid to BAC holders and the General Partner, 
respectively, representing the 1998 fourth quarter dis-
tributions.


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

None.
PART III

Item 10.  Directors and Executive Officers of the Regis-
trant.

The Registrant has no directors or executive officers.  
The Registrant's affairs are managed and controlled by 
the General Partner.  The General Partner was organized 
in Delaware in November 1988.  The executive officers 
and director of the General Partner have held their po-
sitions as indicated below.  Certain information con-
cerning the director and executive officers of the Gen-
eral Partner is set forth below.

The Registrant, the General Partner and its directors 
and executive officers, and any BACs holder holding more 
than ten percent of the Registrant's BACs are required 
to report their initial ownership of such BACs and any 
subsequent changes in that ownership to the Securities 
and Exchange Commission on Forms 3, 4 and 5.  Such ex-
ecutive officers, directors (and ten percent holders) 
are required by Securities and Exchange Commission regu-
lators to furnish the Registrant with copies of all 
Forms 3, 4 or 5 they file.  The Registrant is not aware 
of any BACs holders who own more than ten percent of the 
BACs.  All of these filing requirements were satisfied 
by the officers and directors of the General Partner on 
a timely basis.  In making these disclosures, the Regis-
trant has relied solely on written representations of 
the General Partner's directors and executive officers 
or copies of the reports they have filed with the Secu-
rities and Exchange Commission during and with respect 
to its most recent fiscal year.

CIP Associates Inc.

Name            Position           Position Held Since

J. Michael Fried      President and Director      1988

Stephen M. Ross       Director                    1988

Stuart J. Boesky      Senior Vice President      1988

Alan P. Hirmes        Senior Vice President      1988

Glenn F. Hopps        Treasurer                  1998

Teresa Wicelinski     Secretary                  1998

J. MICHAEL FRIED, 54, is President and a Director of the 
General Partner.  Mr. Fried is President, a Director and 
a principal shareholder of Related Capital Company 
("Capital"), an affiliate of the General Partner, a real 
estate finance and acquisition affiliate of the General 
Partner.  In that capacity, he is the chief executive 
officer of Capital, and is responsible for initiating 
and directing all of Capital's syndication, finance, ac-
quisition and investor reporting activities.  Mr. Fried 
practiced corporate law in New York City with the law 
firm of Proskauer Rose Goetz & Mendelsohn from 1974 un-
til he joined Capital in 1979.  Mr. Fried graduated from 
Brooklyn Law School with a Juris Doctor degree, magna 
cum laude; from Long Island University Graduate School 
with a Master of Science degree in Psychology; and from 
Michigan State University with a Bachelor of Arts degree 
in History.

STEPHEN M. ROSS, 58, is a Director of the General Part-
ner.  Mr. Ross is President of The Related Companies, 
L.P.  He graduated from The University of Michigan with 
a Bachelor of Business Administration degree and from 
Wayne State School of Law.  Mr. Ross then received a 
Master of Law degree in taxation from New York Univer-
sity School of Law.  He joined the accounting firm of 
Coopers & Lybrand in Detroit as a tax specialist and 
later moved to New York, where he worked for two large 
Wall Street investment banking firms in their real es-
tate and corporate finance departments.  Mr. Ross formed 
The Related Companies, Inc. ("Related") in 1972, to de-
velop, manage, finance and acquire subsidized and con-
ventional apartment developments.  To date, Related has 
developed multi-family properties totaling in excess of 
25,000 units, all of which it manages.

STUART J. BOESKY, 42 is a Vice President of the General 
Partner.  Mr. Boesky practiced real estate and tax law 
in New York City with the law firm of Shipley & Roth-
stein from 1984 until February 1986 when he joined Capi-
tal where he presently serves as Managing Director.  
From 1983 to 1984 Mr. Boesky practiced law with the Bos-
ton law firm of Kaye, Fialkow Richard & Rothstein (which 
subsequently merged with Strook & Strook & Lavan) and 
from 1978 to 1980 was a consultant specializing in real 
estate at the accounting firm of Laventhol & Horwath.  
Mr. Boesky graduated from Michigan State University with 
a Bachelor of Arts degree and from Wayne State School of 
Law with a Juris Doctor degree.  He then received a Mas-
ter of Law degree in Taxation from Boston University 
School of Law.

ALAN P. HIRMES, 44, is a Vice President of the General 
Partner.  Mr. Hirmes has been a Certified Public Ac-
countant in New York since 1978.  Prior to joining Capi-
tal in October 1983, Mr. Hirmes was employed by Weiner & 
Co., certified public accountants.  Mr. Hirmes is also a 
Managing Director of Capital.  Mr. Hirmes graduated from 
Hofstra University with a Bachelor of Arts degree.

GLENN F. HOPPS, 35, joined Related in December, 1990, 
and prior to that date was employed by Marks Shron & 
Company and Weissbarth, Altman and Michaelson, certified 
public accountants.  Mr. Hopps graduated from New York 
State University at Albany with a Bachelor of Science 
Degree in Accounting.

TERESA WICELINSKI, 33, joined Related in June 1992, and 
prior to that date was employed by Friedman, Alprin & 
Green, certified public accountants.  Ms. Wicelinski 
graduated from Pace University with a Bachelor of Arts 
Degree in Accounting.

There are no family relationships between the foregoing 
directors or executive officers.  


Item 11.  Executive Compensation.

The Registrant has no officers or directors.  The Regis-
trant does not pay or accrue any fees, salaries or other 
forms of compensation to directors or officers of the 
General Partner for their services.  Certain directors 
and officers of the General Partner receive compensation 
from the General Partner and its affiliates for services 
performed for various affiliated entities which may in-
clude services performed for the Registrant.  Such com-
pensation may be based in part on the performance of the 
Registrant; however, the General Partner believes that 
any compensation attributable to services performed for 
the Registrant is immaterial.  See also Note 4-Related 
Parties, in Notes to the Financial Statements, included 
in Item 8 above.

Item 12.  Security Ownership of Certain Beneficial Own-
ers and Management.

As of March 3, 1999, no person was known by the Regis-
trant to be the beneficial owner of more than five per-
cent of the Limited Partnership Interests and/or  BACs; 
and neither the General Partner nor any director or of-
ficer of the General Partner owns any Limited Partner-
ship Interests or BACs.

As of March 3, 1999, the directors and officers of the 
General Partner as a group own, in the aggregate, 95.2% 
of the common stock of CIP Associates Inc.

Item 13.  Certain Relationships and Related Transac-
tions.

The Registrant has and will continue to have certain re-
lationships with the General Partner and its affiliates, 
as discussed in Item 11 Executive Compensation.  How-
ever, there have been no direct financial transactions 
between the Registrant and the directors and officers of 
the General Partner.  See Note 4-Related Parties, in 
Notes to the Financial Statements, included in Item 8 
above.


<PAGE>
PART IV

Item 14.	Exhibits, Financial Statement Schedules and 
Reports on Form 8-K.
	
	                                           Sequen
                                                 tial		      
                                                 Page	
(a) 1.	Financial Statements

	Independent Auditors' Report          	12

	Statements of Financial Condition as of 
December 31, 1998 and 1997	                  13

	Statements of Income for the years ended 
December 31, 1998, 1997 and 1996           	14

	Statements of Changes in Partners' Capital 
(Deficit) for the years ended December 31, 
1998, 1997 and 1996                         	15

	Statements of Cash Flows for the years 
ended December 31, 1998, 1997 and 1996        	16

	Notes to Financial Statements	            17


(a) 2.	Financial Statement Schedules

	All schedules have been omitted because 
they are not required or because the re-
quired information is contained in the fi-
nancial statements or notes hereto.

(a) 3.	Exhibits

(3A)	The Registrant's Amended and Restated 
Agreement of Limited Partnership, incorpo-
rated by reference to Exhibit A to the 
Registrant's Prospectus, dated May 10, 
1989 (the "Prospectus"), filed pursuant to 
Rule 424(b) under the Securities Act of 
1933, File No. 33-26690.

(3B)	The Registrant's Certificate of Limited 
Partnership, as amended, incorporated by 
reference to Exhibits 3B and 3C to the 
Registrant's Registration Statement on 
Form S-11, File No. 33-26690, dated Janu-
ary 24, 1989 and to Exhibit 3D to Amend-
ment No. 1 to such Registration Statement 
dated April 28, 1989

(3C)	Amendment No. 1, dated July 7, 1989, to 
the Registrant's Amended and Restated 
Agreement of Limited Partnership

(10A)	Mortgage Note, dated August 31, 1990, with 
respect to Mortenson Manor Apartments in 
Ames, Iowa, in the principal amount of 
$4,974,900 (incorporated by reference to 
Exhibit 10(a) in the Registrant's Current 
Report on Form 8-K dated August 31, 1990)

(10B)	Equity Loan Note dated August 31, 1990, 
with respect to Mortenson Manor Apartments 
in Ames, Iowa, in the principal amount of 
$577,885 (incorporated by reference to Ex-
hibit 10(b) in the Registrant's Current 
Report on Form 8-K dated August 31, 1990)

(10C)	Subordinated Promissory Note, dated August 
31, 1990 with respect to Mortenson Manor 
Partnership (incorporated by reference to 
Exhibit 10(c) in the Registrant's Current 
Report on Form 8-K dated August 31, 1990)

(10D)	Mortgage Note, dated September 27, 1990, 
with respect to Windemere Apartments in 
Wichita, Kansas, in the principal amount 
of $8,110,300 (incorporated by reference 
to Exhibit 10(a) in the Registrant's Form 
8 Amendment dated October 30, 1990 to Cur-
rent Report on Form 8-K dated September 
28, 1990)

(10E)	Equity Loan Note, dated September 27, 
1990, with respect to Windemere Apartments 
in Wichita, Kansas, in the principal 
amount of $736,500 (incorporated by refer-
ence in Exhibit 10(b) in the Registrant's 
Form 8 Amendment dated October 30, 1990 to 
Current Report on Form 8-K dated September 
28, 1990)

(10F)	Subordinated Promissory Note, dated Sep-
tember 27, 1990 with respect to Windemere 
Development, Inc. (incorporated by refer-
ence to Exhibit 10(c) in the Registrant's 
Form 8 Amendment dated October 30, 1990 to 
Current Report on Form 8-K dated September 
28, 1990)

(10G)	Mortgage Note, dated August 23, 1991, with 
respect to Fieldcrest III Apartments in 
Dothan, Alabama, in the principal amount 
of $3,450,200 (incorporated by reference 
to Exhibit 10(a) in the Registrant's Cur-
rent Report on Form 8-K dated August 27, 
1991)

(10H)	Equity Loan Note, dated August 27, 1991, 
with respect to Fieldcrest III Apartments 
in Dothan, Alabama, in the principal 
amount of $383,300 (incorporated by refer-
ence to Exhibit 10(b) in the Registrant's 
Current Report on Form 8-K dated August 
27, 1991)

(10I)	Subordinated Promissory Note, dated August 
27, 1991 with respect to Fieldcrest III 
Apartments (incorporated by reference to 
Exhibit 10(c) in the Registrant's Current 
Report on Form 8-K dated August 27, 1991)

(10J)	Mortgage Note, dated March 1, 1993, with 
respect to Holly Ridge Apartments in 
Gresham, Oregon, in the principal amount 
of $5,310,000 (incorporated by reference 
to Exhibit 10(a) in the Registrant's Cur-
rent Report on Form 8-K dated March 16, 
1993)

(10K)	Equity Loan dated March 16, 1993, with re-
spect to Holly Ridge Apartments in 
Gresham, Oregon, in the principal amount 
of $684,000 (incorporated by reference to 
Exhibit 10(b) in the Registrant's Current 
Report on Form 8-K dated March 16, 1993)

(10L)	Subordinated Promissory Note, dated March 
16, 1993, with respect to Holly Ridge 
Apartments in Gresham, Oregon (incorpo-
rated by reference to Exhibit 10(c) in the 
Registrant's Current Report on Form 8-K 
dated March 16, 1993)

(10M)	Mortgage Note, dated June 18, 1993, with 
respect to Willow Trace Apartments in Tus-
caloosa, Alabama, in the principal amount 
of $4,420,000 (incorporated by reference 
to Exhibit (10M) in the Registrant's Form 
10-K for the fiscal year ended December 
31, 1993)

(10N)	Equity Loan dated  June 18, 1993, with re-
spect to Willow Trace Apartments in Tusca-
loosa, Alabama, in the principal amount of 
$680,000 (incorporated by reference to Ex-
hibit (10N) in the Registrant's Form 10-K 
for the fiscal year ended December 31, 
1993)

(10O)	Subordinated Promissory Note, dated  June 
18, 1993, with respect to Willow Trace 
Apartments in Tuscaloosa, Alabama (incor-
porated by reference to Exhibit (10O) in 
the Registrant's Form 10-K for the fiscal 
year ended December 31, 1993)

(10P)	Modification Agreement, dated January 1, 
1995, with respect to Mortenson Manor 
Apartments in Ames, Iowa (incorporated by 
reference to Exhibit (10P) in the Regis-
trant's Form 10-K for the fiscal year 
ended December 31, 1995)

(10Q)	Guaranty made for the benefit of the Reg-
istrant, dated January 1, 1995, with re-
spect to the Modification Agreement re-
garding Mortenson Manor Apartments (incor-
porated by reference to Exhibit (10Q) in 
the Registrant's Form 10-K for the fiscal 
year ended December 31, 1995)

27	Financial Data Schedule (filed herewith)	  35

99.	Additional Exhibits

(99A)	The Financial Statements of Windemere De-
velopment, Inc., which owns and operates 
an apartment complex known as Windemere at 
Tallgrass located in Wichita, Kansas, as 
required by Staff Accounting Bulletin No. 71	  36

(99B)	The Financial Statements of Mortenson II, 
which owns and operates an apartment com-
plex known as Mortenson Manor located in 
Ames, Iowa, as required by Staff Account-
ing Bulletin No 71.	                          64

(99C)	The Financial statements of HR II Associ-
ates, which owns and operates an apartment 
complex known as Holly Ridge located in 
Gresham, Oregon, as required by Staff Ac-
counting Bulletin No 71.	                    94

(b)	Reports on Form 8-K

	No reports on Form 8-K were filed during 
the last quarter of the period covered by 
this report.


<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, thereunto duly authorized.


CAPITAL MORTGAGE PLUS L.P.
(Registrant)



	By:	CIP ASSOCIATES, INC.
		General Partner



Date: April 5, 1999	
By:	  /s/ J. Michael Fried
		J. Michael Fried
		President and Director
		(Principal Executive Officer)


<PAGE>
Pursuant to the requirements of the Securities Exchange 
Act of 1934, as amended, this report has been signed by 
the following persons on behalf of the registrant and in 
the capacities and on the dates indicated:


Signature             	   Title                    Date	



				President 
				(principal executive officer)
/s/ J. Michael Fried	and Director of CIP Associates, Inc.
J. Michael Fried		(the General Partner of the Regis-
				trant)			April 5, 1999



				Senior Vice President (principal 
/s/ Alan P. Hirmes	financial officer) of CIP Associates, Inc.
Alan P. Hirmes		(the General Partner of the Regis-
				trant)			April 5, 1999



				Treasurer (principal accounting 
/s/ Glenn F. Hopps	officer) of CIP Associates, Inc.
Glenn F. Hopps		(the General Partner of the Regis-
				trant)			April 5, 1999



/s/ Stephen M. Ross	Director of CIP Associates, Inc.
Stephen M. Ross		(the General Partner of the Regis-
				trant)			April 5, 1999