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, 2005

                                       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 incorporation or              (I.R.S. Employer
                 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) 317-5700

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 if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes  [  ]  No  [X]

     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]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 or the Exchange  Act.  (Check
one):

Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     The  approximate  aggregate book value of the voting and non-voting  common
equity  held by  non-affiliates  of the  Registrant  as of  June  30,  2005  was
$11,693,667, based on Limited Partner equity as of such date.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Registrant's  prospectus dated May 10, 1989, as supplemented  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.


<PAGE>

                                     PART I

Item 1.  Business

General
-------

Capital Mortgage Plus L.P. (the  "Registrant") is a limited  partnership  formed
under the laws of the State of Delaware on November 23,  1988.  The sole general
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.  On  November  17,  2003,  CharterMac  acquired  CharterMac  Capital
(formerly known as Related Capital Company), which is the indirect parent of RCC
Manager  LLC,  the sole  shareholder  of the  General  Partner.  Pursuant to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This acquisition did not affect the Registrant or its day-to-day operations. See
Item 10, Directors and Executive Officers 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  distributions from
additional  interest arising from  participations 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  originated  federally  insured and  co-insured  first  mortgage
construction  and  permanent  loans   ("Mortgages")   to  finance   multi-family
residential  rental  properties   ("Developments"   and  each  a  "Development")
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 U.S.  Department  of Housing and Urban
Development ("HUD") and Related Mortgage  Corporation ("RMC"). The remaining 10%
of the  Registrant's  portfolio is comprised of uninsured  non-interest  bearing
equity  loans  ("Equity  Loans")  secured  by the  assignment  of  the  debtor's
interests  in the  Development  made  directly  to the  same  developers  as the
Mortgages  for,  among  other  purposes,   defrayal  of  certain  specific  cash
requirements  of the  Developments.  The  Registrant  made five Mortgages in the
aggregate amount of $26,158,190 and five Equity Loans in the aggregate amount of
$3,062,135 in connection with five Developments.  The Registrant is a closed-end
Company that made its last mortgage investment in March 1993 and does not expect
to make any  additional  investments.  As of December 31, 2005,  the  Registrant
continued  to hold two of its  original  five  investments  with the other three
investments having been previously repaid as follows:
<TABLE>
<CAPTION>
                                                                               Original
                                                    Date of                  Mortgage Loan  Equity Loan
           Project               Location         Investments  Date Repaid      Amount         Amount
--------------------------  -------------------  ------------  -----------  --------------  ------------
<S>                         <C>                     <C>          <C>         <C>             <C>
Mortenson Manor Apartments  Ames, Iowa              8/31/90      10/31/02    $  4,974,090    $   577,885
Holly Ridge II Apartments   Gresham, Oregon         3/16/93      12/29/04       5,310,100        684,400
Willow Trace Apartments     Tuscaloosa, Alabama     6/18/93      12/16/98       4,420,000        680,000
                                                                             ------------    -----------
                                                                             $ 14,704,190    $ 1,942,285
                                                                             ============    ===========
</TABLE>


As permitted by the certain  Subordinated  Promissory Note dated August 23, 1991
(the  "Subordinated  Note"), on November 30, 2005, RMC called for the prepayment
of the  Subordinated  Note on May 31, 2006 from Fieldcrest III Apartments,  Ltd.
("Fieldcrest") at an estimated fair market value of $5,000,000.

Windemere Apartments ("Windemere") is currently in negotiations to refinance its
Mortgage  and Equity  Loan  through an  affiliate  of the  General  Partner.  No
documents  have been drawn up, and there is no  guarantee  that the  refinancing
will occur. The Registrant  currently  estimates that the refinancing could take
place in April 2006. As of December 31, 2005,  Windemere had a Mortgage  balance
of  approximately  $7,432,000  and  an  Equity  Loan  balance  of  approximately
$737,000.

The  Registrant is engaged  solely in the business of investing in Mortgages and
Equity Loans;  therefore,  presentation of industry  segment  information is not
applicable.

For detailed  financial  information  pertaining to the Registrant,  see Item 8,
Financial Statements and Supplementary Data, below.

                                       2
<PAGE>

Investments
-----------

The  following  table lists the  Registrant's  Mortgages  and Equity Loans as of
February 28, 2006.
<TABLE>
<CAPTION>
                                                         Original
                                                         Mortgage      Interest Rate
                                             Date of       Loan         on Mortgage    Equity Loan      Final                 Occu-
Project                       Location      Investment   Amount(2)        Loan (1)        Amount     Endorsement     Term(4)  pancy
-------------------------  ---------------  ----------  -----------   --------------   -----------   -----------   ---------  -----
<S>                        <C>              <C>         <C>           <C>              <C>             <C>          <C>        <C>
Windemere Apartments (3)   Wichita, Kansas  9/28/1990   $ 8,110,300   9.62% - 10.70%   $   736,550      7/92        40 years   98%
Fieldcrest III Apartments  Dothan, Alabama  8/27/1991     3,343,700   8.75% - 10.11%       383,300     11/92        40 years   97%
                                                        -----------                    -----------

                                                        $11,454,000                    $ 1,119,850
                                                        ===========                    ===========
</TABLE>


(1) The minimum  interest rate shown above includes  interest  payable under the
first mortgage note plus additional  interest payable pursuant to the terms of a
Limited Operating Guaranty agreement for Fieldcrest and the Additional  Interest
Guaranty agreements for Windemere.

(2) The Windemere Mortgage is co-insured by HUD and RMC. The Fieldcrest Mortgage
is fully  insured by HUD. As of February  28, 2006,  all loan amounts  under the
Mortgages have been disbursed.

(3) Default interest payments in the aggregate amount of approximately  $833,000
for the years ended  December  31, 1999  through  2005 and $130,000 for the year
ended  December 31, 1996 have not been received and as a result,  the Registrant
established  an  allowance  for  uncollectability  for a portion  of the  unpaid
default interest  payments which equals  approximately  $963,000 and $843,000 at
December 31, 2005 and 2004, respectively.

(4) All  Mortgages  and Equity 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 Federal Housing Administration (and/or the coinsurer) with respect
to each of the Mortgages not later than the accelerated  payment date. Since the
exercise of such option would be at the Registrant's discretion, it is generally
expected to be exercised  when the Registrant  determines  that (i) 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 mortgagor failed to
make the accelerated  payment or (ii) if the Registrant  determines it is in the
best interest of the investors.

The  following  is  the  interest  income  from  Mortgages  as a  percentage  of
Registrant's total revenues for the prior three fiscal years.
<TABLE>
<CAPTION>

                             2005             2004             2003
                         -------------   -------------    -------------
<S>                           <C>              <C>              <C>
Windemere                     71%              28%              49%
Fieldcrest                    27               11               19
Holly Ridge*                   0               40               31

(*) Repaid in full on December 29, 2004
</TABLE>


Repayment of Mortgage Loans
---------------------------

Holly Ridge II Apartments ("Holly Ridge")
-----------------------------------------
On December 29, 2004, HR II  Associates,  the owner of Holly Ridge,  prepaid the
outstanding  Mortgage and Equity Loan in full.  The Mortgage and the Equity Loan
were secured by a mortgage on the Holly Ridge property and partnership interests
in HR II Associates. The outstanding debt repaid early to the Registrant totaled
$6,421,915,  including the $5,034,666  outstanding balance of the Mortgage Loan,
the $684,400 Equity Loan and $702,849 of additional interest due pursuant to the
loan documents.

The proceeds from the  repayment of the Holly Ridge  Mortgage and Equity Loan on
December 29, 2004 were included as part of the regular  quarterly  distributions
which  aggregated  approximately  $6,834,000  and  $71,000  made to the  limited
partners or BACs holders and the General Partner, respectively, during the three
months ended March 31, 2005.

                                       3
<PAGE>

Competition
-----------

The  Registrant's  business is affected  by  competition  to the extent that the
underlying  Developments  from which its borrowers derive interest and principal
payments  may  be  subject  to  competition  from  neighboring  properties.   In
particular,  the receipt of additional  interest and the repayment of the Equity
Loans,   neither  of  which  is  insured  or   guaranteed   by   government   or
quasi-government  agencies,  are dependent upon the economic  performance of the
underlying  Developments  which  could  be  adversely  affected  by  competitive
conditions.

Employees
---------

The Registrant does not directly  employ anyone.  All services are performed for
the Registrant by its General Partner and that entity's affiliates.  The General
Partner receives compensation in connection with such activities as set forth in
Items 11 and 13. In addition,  the Registrant 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 1A.  Risk Factors

Management is not aware of any trends or events,  commitments  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  investments  in  Mortgages  are insured or
co-insured  by HUD and  additionally  one  Mortgage  is  coinsured  by a private
mortgage  lender  (which  is  affiliated  with  the  non-executive  Chairman  of
CharterMac,  the parent of the General Partner). The Registrant's investments in
uninsured  non-interest bearing Equity Loans (which represent  approximately 10%
of the  Registrant's  portfolio  when  originated)  are secured by a  Registrant
interest  in  the  two  properties.  Due  to  the  prepayment  of  three  of the
Registrant's  original  investments in Mortgages and Equity Loans, the portfolio
is not  diversified by location  around the United States.  Thus, the Registrant
may not be protected against a general downturn in the national economy.


Item 1B.  Unresolved Staff Comments

Not applicable


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 fourth
quarter of the fiscal year covered by this report  through the  solicitation  of
proxies or otherwise.



                                     PART II


Item 5. Market for Registrant's  Common Equity,  Related Security Holder Matters
and Issuer Purchases of Equity Securities

As of December 31, 2005,  the Registrant  had issued and  outstanding  1,836,660
limited partnership  interests  ("Limited  Partnership  Interests").  All of the
issued and outstanding  Limited  Partnership  Interests are issued to Related FI
BUC$  Associates,  Inc.  (the  "Assignor  Limited  Partner"),  which has  issued
Beneficial  Assignment  Certificates  ("BACs").  Each BAC  represents all of the
economic and virtually all of the material  ownership  rights  attributable to a
Limited Partnership  Interest held by the Assignor Limited Partner.  BACs may be
converted  into  Limited  Partnership  Interests  at no cost to the holder,  but
Limited  Partnership  Interests  are not  convertible  back into BACs.  There is
currently  no  established  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.

The Registrant has 3,351  registered  holders of an aggregate of 1,836,660 BACs,
as of March 3, 2006.

                                       4
<PAGE>

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 Registrant's present or future
ability  to  make  distributions  in  accordance  with  the  provisions  of  the
Registrant's Amended and Restated Agreement of Limited Partnership.

Distribution Information
------------------------

Accrued cash  distributions per BAC made to the limited partners or BACs holders
for the following  quarters in 2005, 2004 and 2003, which are paid in subsequent
quarters, were as follows:
<TABLE>
<CAPTION>

               1st Quarter  2nd Quarter  3rd Quarter   4th Quarter      Total
               -----------  -----------  -----------   -----------   -----------
<C>            <C>          <C>          <C>           <C>           <C>
2005           $    .0891   $    .0901   $    .0911    $    .0911    $     .3614
2004                .1271        .1285        .1299        3.7206         4.1061
2003                .1271        .1285        .1299         .1299          .5154
</TABLE>


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

A total of $15,817,194 was  distributed to the limited  partners or BACs holders
during the years 2005,  2004 and 2003.  The  Registrant  utilized  the  original
working capital reserve, in the aggregate amount of $477,532,  for distributions
from 1989  through  1991,  which was  considered  to be a return of capital.  An
additional  working capital reserve of approximately  $2,800,000 was established
from uninvested offering proceeds,  a portion of which was applied to pay a part
of the 2005, 2004 and 2003 distributions (which was considered to be a return of
capital).  Approximately  $6,667,000,  $0 and  $6,594,000  paid  to the  limited
partners or BACs holders in each of the years ended December 31, 2005,  2004 and
2003,  respectively,  represented  a return of capital.  A total of $186,120 was
distributed to the General Partner during 2005, 2004 and 2003.

The 2004 fourth quarter  distribution,  which was paid on February 14, 2005, was
funded primarily by the Holly Ridge repayment  proceeds,  $3.63 per BAC of which
is considered to be a return of capital.

The Registrant does not have an equity compensation plan.

The  Registrant has not sold  securities  within the past three years which were
not registered under the Securities Act of 1933.

The Registrant has not  repurchased  any securities in the fourth quarter of the
fiscal year ended December 31, 2005.

                                       5
<PAGE>

Item 6.  Selected Financial Data

The  information  set  forth  below  presents  selected  financial  data  of the
Registrant.  Additional  financial  information  is set  forth  in  the  audited
financial statements and footnotes thereto contained in Item 8 hereof.
<TABLE>
<CAPTION>

                                                            Year Ended December 31,
                                    -------------------------------------------------------------------------

OPERATIONS                             2005           2004            2003           2002           2001
--------------------------------    -----------    -----------    -----------    ------------   ------------
<S>                                 <C>            <C>            <C>            <C>            <C>
Interest income - mortgage loans    $   974,516    $ 2,018,754    $  1,469,540   $  2,490,705   $  1,944,183
Temporary investments                    21,390          6,337          13,230         26,244         36,909
Other income                              3,900        544,507           2,782        451,800          3,302
                                    -----------    -----------    -----------    ------------   ------------

Total revenues                          999,806      2,569,598       1,485,552      2,968,749      1,984,394
                                    -----------    -----------    -----------    ------------   ------------

Operating expenses                      322,978        378,142         362,056        506,531        482,697

Provision for bad debts                 119,604         83,788         141,748        146,388        262,062
                                    -----------    -----------    -----------    ------------   ------------

Total expenses                          442,582        461,930         503,804        652,919        744,759
                                    -----------    -----------    -----------    ------------   ------------

Net income                          $   557,224    $ 2,107,668    $    981,748   $  2,315,830   $  1,239,635
                                    ===========    ===========    ============   ============   ============

Net income per BAC                  $      0.30    $      1.12    $       0.52   $       1.24   $       0.66
                                    ===========    ===========    ============   ============   ============

<CAPTION>

                                                                  December 31,
                                    -------------------------------------------------------------------------

FINANCIAL POSITION                     2005           2004            2003           2002           2001
--------------------------------    -----------    -----------    -----------    ------------   ------------
<S>                                 <C>            <C>            <C>            <C>            <C>
Total assets                        $11,531,146    $18,275,802    $ 17,130,807   $ 23,814,436   $ 23,159,100
                                    ===========    ===========    ============   ============   ============

CASH DISTRIBUTIONS
--------------------------------

Net income per BAC                  $      0.36    $      4.11*   $       0.52   $       4.38** $       0.88
                                    ===========    ===========    ============   ============   ============
</TABLE>


(*) Includes $3.63 of Holly Ridge  repayment  proceeds which was  distributed on
February 14, 2005
(**) Includes $3.59 of Mortenson  repayment  proceeds  which was  distributed on
February 14, 2003

                                       6
<PAGE>

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

Capital Resources and Liquidity
-------------------------------

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

During  the year ended  December  31,  2005,  cash and cash  equivalents  of the
Registrant  decreased by approximately  $1,558,000 due to distributions  paid to
partners  and BACs  holders of  approximately  $7,411,000  which  exceeded  cash
provided by operating  activities of  approximately  $711,000 and collections of
principal on mortgage loans of approximately $5,142,000.

As permitted by the certain  Subordinated  Promissory Note dated August 23, 1991
(the  "Subordinated  Note"), on November 30, 2005, RMC called for the prepayment
of the  Subordinated  Note on May 31, 2006 from Fieldcrest III Apartments,  Ltd.
("Fieldcrest")  at an estimated fair market value of  $5,000,000.  The potential
repayment of the remaining  loans would result in the  distribution  of proceeds
and that there would be no additional activity in the fund. Any repayment on the
equity loan would result in a gain as it has been fully reserved.

Windemere Apartments ("Windemere") is currently in negotiations to refinance its
Mortgage  and Equity  Loan  through an  affiliate  of the  General  Partner.  No
documents  have been drawn up, and there is no  guarantee  that the  refinancing
will occur. The Registrant  currently  estimates that the refinancing could take
place in April 2006. As of December 31, 2005,  Windemere had a Mortgage  balance
of  approximately  $7,432,000  and  an  Equity  Loan  balance  of  approximately
$737,000.  The potential  repayment of the  remaining  loans would result in the
distribution  of proceeds and that there would be no additional  activity in the
fund.  Any  repayment on the default  interest on Windemere  and the equity loan
would result in a gain as they have been fully reserved.

Subject to the future performance of the Registrant's investments and results of
operations,  the General Partner  anticipates that there will be sufficient cash
from operations generated to cover anticipated  expenses in 2006.  Distributions
depend on earnings and are reduced upon repayment.

On December 29, 2004, HR II  Associates,  the owner of Holly Ridge,  prepaid the
outstanding  Mortgage Loan and Equity Loan in full.  The Mortgage and the Equity
Loan were  secured by a mortgage on the Holly  Ridge  property  and  partnership
interests  in HR II  Associates.  The  outstanding  debt  repaid  early  to  the
Registrant totaled $6,421,915,  including the $5,034,666  outstanding balance of
the Mortgage,  the $684,400 Equity Loan and $702,849 of additional  interest due
pursuant to the loan documents.  The repayment  proceeds were included in a cash
distribution  and were  considered  a return of  capital  made  during the first
quarter of 2005 of $6,667,076 ($3.63 per BAC) to the BACs holders and $67,344 to
the General Partner.

Regular  quarterly  cash  distributions,   which  on  an  annual  basis  totaled
approximately $663,000 and $947,000 (other than the distribution of Mortgage and
Equity  Loans  repayment  proceeds),  were made to the limited  partners or BACs
holders  during the years ended December 31, 2005 and 2004,  respectively.  Such
distributions were 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  $14,000  and  $19,000  was  distributed  to the General
Partner in each of the years ended December 31, 2005 and 2004, respectively.

Management is not aware of any trends or events,  commitments  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  investments  in  Mortgages  are insured or
co-insured  by HUD and  additionally  one  Mortgage  is  coinsured  by a private
mortgage  lender  (which  is  affiliated  with  the  non-executive  Chairman  of
CharterMac,  the parent of the General Partner). The Registrant's investments in
uninsured  non-interest bearing Equity Loans (which represent  approximately 10%
of the  Registrant's  portfolio  when  originated)  are secured by a  Registrant
interest in two properties.  Due to the prepayment of three of the  Registrant's
original  investments  in  Mortgages  and Equity  Loans,  the  portfolio  is not
diversified by location  around the United States.  Thus, the Registrant may not
be protected against a general downturn in the national economy.

Inflation
---------

In the last three fiscal years, there has been no material impact from inflation
or changing prices on revenues or on income from continuing operations.

Off Balance Sheet Arrangements
------------------------------

The Registrant does not have any off-balance sheet arrangements.

Contractual Obligations
-----------------------

The  Registrant  does  not  have  long-term  debt  obligations,   capital  lease
obligations,   operating  lease  obligations,   purchase  obligations  or  other
long-term liabilities reflected on the Registrant's balance sheet under GAAP.

                                       7
<PAGE>

Critical Accounting Policies
----------------------------

The financial  statements are prepared in accordance with accounting  principles
generally  accepted  in  the  United  States  of  America,  which  requires  the
Registrant to make certain  estimates and assumptions.  A summary of significant
accounting policies is disclosed in Note 2 to the financial statements which are
included  in the  Registrant's  annual  report on Form  10-K for the year  ended
December  31, 2005.  The  following  section is a summary of certain  aspects of
those accounting  policies that may require  subjective or complex judgments and
are most important to the portrayal of the Registrant's  financial condition and
results of operations.  The Registrant  believes that there is a low probability
that the use of different  estimates or  assumptions  in making these  judgments
would result in materially  different  amounts  being  reported in the financial
statements.

o    Interest income on the Mortgages  consists of contingent and non-contingent
     interest as defined in the  mortgage  notes and other  additional  interest
     agreements.  Non-contingent interest consists of base and default interest,
     which  is  recognized  as  earned.  Contingent  interest  is  based  on the
     underlying property's cash flows and is recognized when received.

o    If  the  interest   receivable  exceeds  the  estimated  value  derived  by
     management,  the  Registrant  adjusts the allowance  account to reflect its
     estimated fair value.

o    The Equity  Loans  entitle the  Registrant  to an equity  participation  of
     approximately  35% of any proceeds  from sale or  refinancing.  Because the
     participation  percentage  is less than 50%,  the  Registrant  accounts for
     these Equity Loans as loans and not as equity  investments in the borrower.
     The  Equity  Loans  were  considered  to be  premiums  paid to  obtain  the
     Mortgages and were amortized over an estimated life. Effective December 31,
     2004, the Equity Loans are fully  amortized.  The  Registrant  believes the
     resulting  zero net book  value  properly  states the net loan  value.  The
     Registrant  believes  recovery of such loans is contingent  and recovery is
     likely  only in the  event  of sale or  refinancing  occurs.  Although  the
     Registrant  can call its loan,  it cannot  control  the amount of  proceeds
     available  for  repayment.   Accordingly,   the  Registrant  believes  such
     collections should be reflected as gains when they occur.

Results of Operations
---------------------

2005 vs. 2004
-------------

Results of operations for the years ended December 31, 2005 and 2004,  consisted
primarily of interest  income of $975,000 and $2,019,000,  respectively,  earned
from  investments  in  Mortgages,  which was lower in 2005 due to  non-recurring
interest  earned  as a result  of the  Holly  Ridge  Mortgage  and  Equity  Loan
repayment in 2004.

Interest income from temporary investments  increased  approximately $15,000 for
the  year  ended  December  31,  2005 as  compared  to  2004,  primarily  due to
non-recurring  interest  earned  on the  proceeds  from the sale of Holly  Ridge
during  the first two months of 2005 until such  proceeds  were  distributed  to
partners in February 2005.

Other income  decreased  approximately  $541,000 for the year ended December 31,
2005 as compared to 2004,  primarily due to the gain realized from the repayment
of the Holly Ridge Mortgage and Equity Loan in 2004.

General and administrative expenses increased approximately $18,000 for the year
ended December 31, 2005 as compared to 2004, primarily due to an underaccrual of
accounting fees in 2004 and an increase in legal costs in 2005.

Amortization  expenses  decreased  approximately  $72,000  for  the  year  ended
December  31, 2005 as compared to 2004,  primarily  due to the  repayment of the
Holly Ridge Mortgage and Equity Loan on December 29, 2004.

A provision for bad debts of approximately  $120,000 and $84,000 was charged for
the years ended December 2005 and 2004, respectively,  representing the 2005 and
2004 guaranteed interest due from Windemere, which is not expected to be paid.

2004 vs. 2003

Results of operations for the years ended December 31, 2004 and 2003,  consisted
primarily of interest income of $2,019,000 and $1,470,000,  respectively, earned
from  investments  in Mortgages,  which was higher in 2004 due to  non-recurring
interest earned as a result of the sale of Holly Ridge.

Interest income from temporary  investments  decreased  approximately $7,000 for
the year ended December 31, 2004 as compared to 2003,  primarily due to proceeds
from the sale of Mortenson House Apartments earning interest in 2003.

Other income  increased  approximately  $542,000 for the year ended December 31,
2004 as compared to 2003,  primarily due to the gain realized from the repayment
of the Holly Ridge Mortgage Loan and Equity Loan in 2004.

General and  administrative-related  parties increased approximately $42,000 for
the year ended December 31, 2004 as compared to 2003, primarily due to increased
expense  reimbursements  due to the  General  Partner for asset  monitoring  and
overhead.

                                       8
<PAGE>

Amortization  expenses  decreased  approximately  $27,000  for  the  year  ended
December  31,  2004 as  compared  to 2003,  due to the  Fieldcrest  Equity  Loan
becoming fully amortized in 2003.

A provision for bad debts of approximately  $84,000 and $142,000 was charged for
the years ended  December  2004 and 2003,  respectively,  representing  the 2003
guaranteed  interest  due from  Holly  Ridge  and the  2004 and 2003  guaranteed
interest due from Windemere.


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

The Registrant does not have any market risk sensitive instruments.

                                       9
<PAGE>

Item 8. Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>

(a) 1.  Financial Statements                                                              Page
        --------------------                                                              -----

        <S>                                                                                <C>
        Report of Independent Registered Public Accounting Firm                            11

        Statements of Financial Condition as of December 31, 2005 and 2004                 12

        Statements of Income for the years ended December 31, 2005, 2004 and 2003          13

        Statements of Changes in Partners' Capital (Deficit) for the years ended
           December 31, 2005, 2004 and 2003                                                14

        Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003      15

        Notes to Financial Statements                                                      16
</TABLE>

                                       10
<PAGE>

             Report of Independent Registered Public Accounting Firm




To the Partners of
Capital Mortgage Plus L.P.



We have audited the  accompanying  statements of financial  condition of Capital
Mortgage Plus, L.P. (a Delaware Limited Partnership) as of December 31, 2005 and
2004  and the  related  statements  of  income,  changes  in  partners'  capital
(deficit) and cash flows for the years ended  December 31, 2005,  2004 and 2003.
These financial  statements are the  responsibility of the General Partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  The  Partnership  has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over  financial  reporting.  Accordingly,  we express no such opinion.  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 presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Capital Mortgage Plus, L.P. as
of December  31, 2005 and 2004,  and the results of its  operations,  changes in
partners'  capital (deficit) and its cash flows for the years ended December 31,
2005, 2004 and 2003, in conformity with accounting principles generally accepted
in the United States of America.



/s/ REZNICK GROUP, P.C.
Bethesda, Maryland
March 14, 2006


                                       11
<PAGE>

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


                                                                                            December 31,
                                                                                    ----------------------------
                                                                                       2005              2004
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
Investments in mortgage loans (Note 3)                                              $ 10,541,743    $ 10,648,744
Loan origination costs (net of accumulated amortization of $148,196 and $138,292)        325,334         335,238
                                                                                    ------------    ------------
                                                                                      10,867,077      10,983,982

Cash and cash equivalents                                                                591,905       2,150,170
Accrued interest receivable (net of allowance of $963,033 and $843,429)                   72,164          72,895
Other assets                                                                                   -       5,068,755
                                                                                    ------------    ------------

Total assets                                                                        $ 11,531,146    $ 18,275,802
                                                                                    ============    ============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Liabilities
  Accounts payable and other liabilities                                            $     36,349    $     27,008
  Due to general partner and affiliates (Note 4)                                         119,183          19,750
                                                                                    ------------    ------------

Total liabilities                                                                        155,532          46,758
                                                                                    ------------    ------------

Partners' capital (deficit):
  Limited Partners (1,836,660 BACs issued and outstanding) (Note 1)                   11,637,299      18,421,004
  General Partner                                                                       (261,685)       (191,960)
                                                                                    ------------    ------------

Total partners' capital (deficit)                                                     11,375,614      18,229,044
                                                                                    ------------    ------------

Total Liabilities and Partners' Capital (Deficit)                                   $ 11,531,146    $ 18,275,802
                                                                                    ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       12
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                      ------------------------------------
                                                         2005         2004         2003
                                                      ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
Revenues:

Interest income:
   Mortgage loans (Note 3)                            $  974,516   $2,018,754   $1,469,540
   Temporary investments                                  21,390        6,337       13,230
Other income                                               3,900      544,507        2,782
                                                      ----------   ----------   ----------

Total revenues                                           999,806    2,569,598    1,485,552
                                                      ----------   ----------   ----------

Expenses:

General and administrative                                94,200       76,338       74,785
General and administrative-related parties (Note 4)      228,778      230,191      188,234
Provision for bad debts                                  119,604       83,788      141,748
Amortization                                                   -       71,613       99,037
                                                      ----------   ----------   ----------

Total expenses                                           442,582      461,930      503,804
                                                      ----------   ----------   ----------

Net income                                            $  557,224   $2,107,668   $  981,748
                                                      ==========   ==========   ==========

Net income - limited partners                         $  546,080   $2,065,515   $  962,113
                                                      ==========   ==========   ==========

Number of BACs outstanding                             1,836,660    1,836,660    1,836,660
                                                      ==========   ==========   ==========

Net income per BAC                                    $     0.30   $     1.12   $     0.52
                                                      ==========   ==========   ==========
</TABLE>


                 See accompanying notes to financial statements.

                                       13
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 and 2003
<TABLE>
<CAPTION>
                                                                        Limited          General
                                                         Total          Partners         Partner
                                                      ------------    ------------    ------------

<S>                                                   <C>             <C>             <C>
Partner's capital (deficit) - January 1, 2003         $ 23,732,288    $ 23,880,785    $   (148,497)
Net income                                                 981,748         962,113          19,635
Distributions                                           (7,626,493)     (7,540,565)        (85,928)
                                                      ------------    ------------    ------------

Partner's capital (deficit) - December 31, 2003         17,087,543      17,302,333        (214,790)
Net income                                               2,107,668       2,065,515          42,153
Distributions                                             (966,167)       (946,844)        (19,323)
                                                      ------------    ------------    ------------

Partner's capital (deficit) - December 31, 2004         18,229,044      18,421,004        (191,960)
Net income                                                 557,224         546,080          11,144
Distributions                                           (7,410,654)     (7,329,785)        (80,869)
                                                      ------------    ------------    ------------

Partner's capital (deficit) - December 31, 2005       $ 11,375,614    $ 11,637,299    $   (261,685)
                                                      ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       14
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                    -----------------------------------------
                                                                        2005           2004           2003
                                                                    -----------    -----------    -----------
<S>                                                                 <C>            <C>            <C>
Cash flows from operating activities:
Net income                                                          $   557,224    $ 2,107,668    $   981,748
                                                                    -----------    -----------    -----------

Adjustments to reconcile net income to net cash provided by
  operating activities:
Provision for bad debts                                                 119,604         83,788        141,748
Gain on recovery of amortized portion of equity loans                         0       (672,518)             0
Loss on unamortized portion of loan costs on prepaid equity loans             0        133,460              0
Amortization                                                              9,904         71,613         99,037
Amortization of interest rate buydown                                         0              0           (982)
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest receivable                     (118,873)        37,142       (182,489)
Decrease (increase) in other assets                                      34,089        (34,038)       406,229
Increase (decrease) in accounts payable and other liabilities             9,341          1,995           (727)
Increase (decrease) in due to general partner and affiliates             99,433          1,500        (38,157)
                                                                    -----------    -----------    -----------
Total adjustments                                                       153,498       (377,058)       424,659
                                                                    -----------    -----------    -----------

Net cash provided by operating activities                               710,722      1,730,610      1,406,407
                                                                    -----------    -----------    -----------

Cash flows from investing activities:
Receipt of principal on mortgage loans                                5,141,667        139,597        122,800
Receipt of principal on equity loan                                           0        684,400              0
                                                                    -----------    -----------    -----------

Net cash provided by investing activities                             5,141,667        823,997        122,800
                                                                    -----------    -----------    -----------

Cash flows from financing activities:
Distributions to partners                                            (7,410,654)      (966,167)    (7,626,493)
                                                                    -----------    -----------    -----------

Net cash used in financing activities                                (7,410,654)      (966,167)    (7,626,493)
                                                                    -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents                 (1,558,265)     1,588,440     (6,097,286)

Cash and cash equivalents at beginning of year                        2,150,170        561,730      6,659,016
                                                                    -----------    -----------    -----------

Cash and cash equivalents at end of year                            $   591,905    $ 2,150,170    $   561,730
                                                                    ===========    ===========    ===========


Significant noncash investing and financing activities:
Other assets include receivable of principal on mortgage loans
  resulting from prepayment of mortgage loan                        $         -    $ 5,034,666   $          -
                                                                    ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       15
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003


NOTE 1 - General

Capital Mortgage Plus L.P., a Delaware limited  partnership (the  "Partnership")
commenced  a public  offering  (the  "Offering")  on May 10,  1989 of  5,000,000
Beneficial Assignment Certificates ("BACs") representing  assignments of limited
partnership  interests  valued at $20 per BAC  totaling  $100,000,000.  The BACs
represent an assignment of all of the economic and all of the material 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  representing  the issuance of 1,836,660  BACs.  The final
closing of the Offering 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 agreement.

The general  partner of the  Partnership  is CIP  Associates,  Inc.,  a Delaware
corporation (the "General Partner").  On November 17, 2003,  CharterMac acquired
CharterMac  Capital  (formerly known as Related Capital  Company),  which is the
indirect parent of RCC Manager LLC, the sole shareholder of the General Partner.
Pursuant to the acquisition,  CharterMac acquired  controlling  interests in the
General  Partner.  This  acquisition  did  not  affect  the  Registrant  or  its
day-to-day operations.  Related FI BUC$ Associates, Inc. is the Assignor Limited
Partner of the Registrant.

The  Partnership  was  formed  to  invest  in  insured  or  guaranteed  mortgage
investments.  The  Partnership has invested in first mortgage  construction  and
permanent  loans  ("Mortgages")  to  finance   multifamily   residential  rental
properties  ("Developments")  developed by unaffiliated  entities. A substantial
portion of the Mortgages provides  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 insured or coinsured by U.S.  Department  of Housing and Urban
Development  ("HUD") and a private mortgage lender (which is an affiliate of the
General  Partner).  The Partnership has also invested in uninsured  equity loans
("Equity  Loans")  made  directly to  developers  of  developments  on which the
Partnership holds a 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 defined 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  proceeds  are  allocated  1% to the General  Partner and 99% to the
limited  partners until each limited partner has received an amount equal to its
original   contribution   plus  an  amount  which,   when  added  to  all  prior
distributions  equals a 7% per  annum  cumulative  non-compounded  return on its
adjusted  contribution;  then 2% and 98% of  disposition  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 its
adjusted contribution;  and thereafter 10% to the General Partner and 90% to the
limited partners.

The accrued cash distributions per BAC were approximately $0.36, $4.11 and $0.52
for 2005,  2004 and 2003. The 2005, 2004 and 2003  distributions  were made from
adjusted cash flow from  operations  (and, in particular,  of the fourth quarter
2004  distributions  which were paid on February 14, 2005 from the  repayment of
the Holly Ridge loan,  $3.63 per BAC was  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 accounting  principles  generally  accepted in the
United States of America ("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 assets 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.

                                       16
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


Loan origination costs, net of related loan fees, are deferred and recognized as
a component of interest  income over  contractual  payment  terms of the related
mortgage loans.

The  Equity  Loans  entitle  the  Registrant  to  an  equity   participation  of
approximately  35% of  any  proceeds  from  sale  or  refinancing.  Because  the
participation  percentage  is less than 50%, the  Registrant  accounts for these
Equity Loans as loans and not as equity investments in the borrower.  The Equity
Loans were  considered  to be  premiums  paid to obtain the  Mortgages  and were
amortized over an estimated life.  Effective December 31, 2004, the Equity Loans
are fully amortized.  The Registrant  believes the resulting zero net book value
properly  states the net loan value.  The Registrant  believes  recovery of such
loans  is  contingent  and  recovery  is  likely  only in the  event  of sale or
refinancing occurs. Although the Registrant can call its loan, it cannot control
the amount of proceeds  available for  repayment.  Accordingly,  the  Registrant
believes  such  collections  should be reflected  as gains when they occur.  The
Registrant does not believe that the variable interest component  represented by
the Equity Loan  participation  rights  cause the  Registrant  to be the primary
beneficiary of the borrowers. Accordingly, none of the borrowers are required to
be consolidated under FASB  Interpretation No. 46 (R) "Consolidation of Variable
Interest  Entities,"  ("FIN 46 (R)").  Further,  the combination of the Mortgage
Loan and the Equity Loan are not  considered  to  increase  the  variability  of
expected losses or residual returns since the Mortgage Loans are insured by HUD.

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 value.

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 individual  partners.  The  Partnership may be subject to state and local
taxes in jurisdictions in which it operates.

d)  Revenue Recognition
Interest income on the Mortgages loans consists of contingent and non-contingent
interest  as  defined  in the  mortgage  notes  and  other  additional  interest
agreements. Non-contingent interest consists of base and default interest, which
are  recognized  as  earned.  Contingent  interest  is based  on the  underlying
Development's  cash flows and is recognized  when received.  The Registrant does
not accrue interest income on nonperforming loans. All of the existing loans are
considered performing loans.



                                       17
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


Note 3 - Investments in Mortgage Loans

Information relating to investments in Mortgages and Equity Loans as of December
31, 2005 and 2004 is as follows:
<TABLE>
<CAPTION>


                                                                                Amounts Advanced
                                              -----------------------------------------------------------------------------

                         No. of                Final                                Total      Investments    Investments
                       Apartment   Date of    Maturity                Equity       Amounts     in Loans at    in Loans at
Property/Location        Units    Investment    Date     Mortgages     Loans      Advanced    12/31/2005(E)   12/31/2004(E)
---------------------  ---------  ----------  --------  -----------  ----------  -----------  -------------  --------------

<S>                      <C>        <C>        <C>      <C>          <C>         <C>           <C>            <C>
Windemere Apts./         204        9/1990     9/2030   $ 8,110,300  $  736,550  $ 8,846,850   $  7,432,335   $ 7,510,967
Wichita, KS

Fieldcrest III Apts./    112        8/1991     8/2031     3,343,700     383,300    3,727,000      3,109,408     3,137,777
Dothan, AL

                                                        -----------  ----------  -----------   ------------   -----------

Total                                                   $11,454,000  $1,119,850  $12,573,850   $ 10,541,743   $10,648,744
                                                        ===========  ==========  ===========   ============   ===========

<CAPTION>

                         Interest Earned by the Partnership during 2005
                       ----------------------------------------------------
                         Non-contingent              Contingent
                       ------------------  --------------------------------
                         Base    Default   Annual     Cash flow
                       Interest  Interest   Yield   Participation   Total
                        Amount/   Amount/  Amount/      Amount/    Interest
Property/Location       Rate(A)   Rate(B)  Rate(C)     Rate(D)      Earned
---------------------  --------  --------  -------  -------------  --------

<S>                    <C>       <C>       <C>        <C>          <C>
Windemere Apts./       $584,685  $119,604  $     0    $      0     $704,289
Wichita, KS               7.95%     1.60%    1.08%      30.00%

Fieldcrest III Apts./   270,227         0        0           0      270,227
Dothan, AL                8.68%        0%    1.36%      30.00%

                       --------  --------  -------    --------     --------

Total                  $854,912  $119,604  $     0    $      0     $974,516
                       ========  ========  =======    ========     ========
</TABLE>



<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


(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 in the borrower.

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

(D)  Cash Flow  Participation is the percent of cash flow due to the Partnership
     after payment of the Annual Yield and is contingent upon cash flow.

(E)  The  Investments  in  Loans  amount  reflects  the  unpaid  balance  of the
     Mortgages  in  the  amounts  of   $10,541,743  at  December  31,  2005  and
     $10,648,744 at December 31, 2004.
<TABLE>
<CAPTION>

                                                2005              2004
                                            ------------     ------------
<S>                                         <C>              <C>
 Investment in loans January 1,             $ 10,648,744     $ 15,891,923
                                            ------------     ------------

 Deductions:
 Amortization of Equity Loans                          -          (57,033)
 Collection of principal-Mortgages
                        -Windemere               (78,633)         (72,592)
                        -Fieldcrest              (28,368)         (26,000)
                        -Holly Ridge                   -       (5,075,672)

 Collection of principal-Equity Loan
                        -Holly Ridge*                  -          (11,882)
                                            ------------     ------------
                                                (107,001)      (5,243,179)
                                            ------------     ------------

 Investment in loans December 31,           $ 10,541,743     $ 10,648,744
                                            ============     ============
</TABLE>


*  This is the  unamortized  portion of the Equity  Loan and the  balance of the
   $684,400 repaid is included in other income on the Statements of Income.

The Windemere Apartments ("Windemere") Mortgage is co-insured by HUD and Related
Mortgage   Corporation   ("RMC"),   a  company  which  is  affiliated  with  the
non-executive  Chairman of CharterMac,  the parent of the General  Partner.  The
Fieldcrest III Apartments,  Ltd.  ("Fieldcrest") Mortgage is insured by HUD. The
Holly Ridge II Apartments ("Holly Ridge") Mortgage was insured by HUD.

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

The Equity Loans are  non-interest  bearing and are secured by the assignment of
the  owner/developers'  interests in the Developments.  The Equity Loans are not
insured  by HUD or any  other  party  and,  for  financial  statement  reporting
purposes, were considered to be premiums paid to obtain the Mortgages. Effective
December 31, 2004, the Equity Loans are fully amortized. The Registrant believes
the  resulting  zero net book  value  properly  states the net loan  value.  The
Registrant  believes recovery of such loans is contingent and recovery is likely
only in the event of sale or  refinancing  occurs.  Although the  Registrant can
call its loan, it cannot control the amount of proceeds available for repayment.
Accordingly,  the Registrant  believes such  collections  should be reflected as
gains when they occur.

At December 31, 2005, all of the loans due to the  Partnership  are current with
respect  to  their  Federal  Housing  Authority  ("FHA")  Mortgage  obligations.
Windemere  has not paid its default  interest of an aggregate  of  approximately
$120,000, $124,000, $124,000, $125,000, $88,000, $126,000, $127,000 and $129,000
for the years ended December 31, 2005,  2004,  2003,  2002, 2001, 2000, 1999 and
1996.  As a result,  an allowance for  uncollectability  relating to the default
interest  amounted to  approximately  $963,000 and $843,000 at December 31, 2005
and 2004,  respectively.  The allowance has been  reflected in the provision for
bad debts on the statement of income.

                                       19
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


As permitted by the certain  Subordinated  Promissory Note dated August 23, 1991
(the  "Subordinated  Note"), on November 30, 2005, RMC called for the prepayment
of the  Subordinated  Note on May 31, 2006 from  Fieldcrest at an estimated fair
market value of $5,000,000.

Windemere is currently in negotiations to refinance its Mortgage and Equity Loan
through an affiliate of the General  Partner.  No documents  have been drawn up,
and there is no  guarantee  that the  refinancing  will occur.  The  Partnership
currently  estimates that the refinancing  could take place in April 2006. As of
December 31, 2005, Windemere had a Mortgage balance of approximately  $7,432,000
and an Equity Loan balance of  approximately  $737,000.  Effective  December 31,
2004,  the  Equity  Loan has a net book  value of $0.  The  Registrant  believes
recovery of such loan is contingent  and recovery is likely only in the event of
sale or  refinancing.  Although  the  Registrant  can call its  loan,  it cannot
control  the  amount of  proceeds  available  for  repayment.  Accordingly,  the
Registrant  believes  such  collections  should be  reflected as gains when they
occur.  Recovery of the Equity Loan is  subordinate  to the default  interest of
$963,033 which has been fully reserved.


NOTE 4 - Related Parties

The costs  incurred to related  parties for the years ended  December  31, 2005,
2004 and 2003 were as follows:
<TABLE>
<CAPTION>
                                                     2005       2004       2003
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>
Partnership management fees (a)                    $ 65,895   $ 97,287   $ 97,287
Expense reimbursement (b)                           162,883    132,904     90,947
                                                   --------   --------   --------

Total general and administrative-related parties   $228,778   $230,191   $188,234
                                                   ========   ========   ========
</TABLE>


(a) A  Partnership  management  fee for managing the affairs of the  Partnership
equal to .5% per annum of  invested  assets is  payable  out of cash flow to the
General  Partner.  During the years  ended  December  31,  2005,  2004 and 2003,
payments of approximately $50,000, $97,000 and $122,000 were made, respectively.
At December 31, 2005 and 2004, the General  Partner and its affiliates  were due
approximately $16,000 and $0, respectively, 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,
registrar,  transfer  and  assignment  functions,  asset  management,   investor
communications,  printing services and other administrative services. The amount
of  reimbursement  from the  Partnership  is  limited by the  provisions  of the
Partnership  Agreement.  An  affiliate  of the General  Partner  performs  asset
monitoring services for the Partnership. These asset monitoring services include
site visits and  evaluations of the  performance of the properties  securing the
loans.  During the years ended  December  31, 2005,  2004 and 2003,  payments of
approximately $79,000,  $152,000 and $104,000 were made, respectively,  relating
to these costs.  As of December 31, 2005 and 2004,  the General  Partner and its
affiliates were due approximately $103,000 and $20,000, respectively.

RMC is a  co-insurer  on the  Windemere  Mortgage in which the  Partnership  has
invested.  RMC is entitled to a mortgage  insurance premium which is paid by the
mortgagor.  RMC is also the  servicer  for both  Windemere  and  Fieldcrest  and
receives a fee for its services.


NOTE 5 - Concentration of Credit Risk

The  Partnership  maintains  its cash in several  banks which are insured by the
Federal Deposit Insurance  Corporation  (FDIC) for a balance up to $100,000.  At
times during 2005, the account balance exceeded the FDIC limit.

Management is not aware of any trends or events,  commitments  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  investments  in  Mortgages  are insured or
co-insured  by HUD and  additionally  one  Mortgage  is  coinsured  by a private
mortgage  lender  (which  is  affiliated  with  the  non-executive  Chairman  of
CharterMac,  the parent of the General Partner). The Registrant's investments in
uninsured  non-interest bearing Equity Loans (which represent  approximately 10%
of the  Registrant's  portfolio  when  originated)  are secured by a  Registrant
interest  in  the  two  properties.  Due  to  the  prepayment  of  three  of the
Registrant's  original  investments in Mortgages and Equity Loans, the portfolio
is not  diversified by location around the United States (see Note 3). Thus, the
Registrant  may not be  protected  against a general  downturn  in the  national
economy.

                                       20
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


NOTE 6 - Fair Value of Financial Instruments

Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 107,  "Disclosures  about Fair Value of  Financial  Instruments"  ("SFAS No.
107"),  requires  that the  estimated  fair value of financial  instruments,  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 instruments.

Considerable  judgment is required in interpreting data to develop the estimates
of fair value.  Accordingly,  the estimates presented herein are not necessarily
indicative of the amounts that the Partnership could realize 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  because  each  class of
financial  instrument  matures  in three  months or less and does not  represent
unanticipated credit concerns.

Investments in Loans
--------------------
At December 31, 2005,  the estimated  carrying value of the Mortgages and Equity
Loans  approximated  fair value.  The estimated fair values at December 31, 2005
were based on internal valuations of the two Developments  collateralizing these
Mortgages.  Fair value estimates are made at a specific point in time,  based on
relevant market information and information about the financial instrument which
sets  forth the terms of a loan.  This  estimate  is  subjective  in nature  and
involves   uncertainties  and  matters  of  significant  judgment.   Changes  in
assumptions could significantly affect estimates.  Due to the  property-specific
nature of the loans and the lack of a ready  market for such  investments,  this
fair  value  estimate  does not  necessarily  represent  the  amount  which  the
Partnership could realize upon a current sale of its investments.


NOTE 7 - Quarterly Financial Information (Unaudited)
<TABLE>
<CAPTION>
                       First Quarter    Second Quarter    Third Quarter    Fourth Quarter
                       -------------    --------------    -------------    --------------

Fiscal Year 2005
------------------

<S>                      <C>               <C>              <C>               <C>
Total Revenue            $   261,509       $   248,896      $   249,383       $   240,018
Net income                   163,161           112,135          153,386           128,542
Net income per BAC              0.09              0.06             0.08              0.07

<CAPTION>

Fiscal Year 2004
------------------

<S>                      <C>               <C>              <C>                <C>
Total Revenue            $   367,281       $   367,858      $   367,643        $1,466,816
Net income                   245,430           243,790          227,207         1,391,241
Net income per BAC               .13               .13              .12               .74
</TABLE>


The  Registrant  has  not  disposed  of any  segments  of  business  and has not
experienced any  extraordinary,  unusual or infrequently  occurring items within
the two most recent fiscal  years,  other than the repayment of the Mortgage and
Equity Loan with respect to Holly Ridge.

                                       21
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2005, 2004 and 2003


NOTE 8 - Taxable Income

A reconciliation of the financial  statement net income of the Registrant to net
income as shown on the tax returns for the years ended  December 31, 2005,  2004
and 2003 is as follows:
<TABLE>
<CAPTION>
                                                         Years Ended December 31,
                                                -------------------------------------------
                                                   2005            2004            2003
                                                -----------    ------------    ------------
<S>                                             <C>            <C>             <C>
 Net income per financial statements            $   557,224    $  2,107,668    $    981,748
 Bad debt expense                                   119,604          83,788         141,748
 Amortization expense                                     0          57,033          83,475
 Reverse prior years' amortization recovered
  at prepayment of Holly Ridge Loan                       0        (672,517)              0
 Prepaid expense                                          0               0         (24,323)
                                                -----------    ------------    ------------

  Tax return net income                         $   676,828    $  1,575,972    $  1,182,648
                                                ===========    ============    ============
</TABLE>


The  differences  in the assets and  liabilities of the Registrant for financial
reporting  purposes  and tax  reporting  purposes as of December 31, 2005 are as
follows:
<TABLE>
<CAPTION>
                                                 Financial         Tax
                                                 Reporting      Reporting       Difference
                                                -----------    ------------    ------------
<S>                                             <C>            <C>             <C>
 Assets                                         $11,531,146    $ 13,626,656    $  2,095,510

 Liabilities                                    $   155,532    $    309,710    $    154,178
</TABLE>


NOTE 9 - Subsequent Event

On February  14,  2006,  distributions  of $167,237  and $3,413 were paid to BAC
holders  and the General  Partner,  respectively,  representing  the 2005 fourth
quarter distributions.

                                       22
<PAGE>

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

         None

Item 9A. Controls and Procedures

         EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.   The  Principal
         Executive  Officer and Principal  Financial  Officer of CIP Associates,
         Inc.,  the  general  partner  of  the  Registrant,  has  evaluated  the
         effectiveness  of the Registrant's  disclosure  controls and procedures
         (as such term is defined in Rules  13a-15(e)  and  15d-15(e)  under the
         Securities  Exchange Act of 1934, as amended (the "Exchange  Act")), as
         of the  end of the  period  covered  by  this  report.  Based  on  such
         evaluation,  such  officer has  concluded  that,  as of the end of such
         period,  the  Registrant's   disclosure  controls  and  procedures  are
         effective.

         INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING.  There have not been any
         changes in the Registrant's  internal control over financial  reporting
         during  the  fiscal  year  to  which  this  report  relates  that  have
         materially affected, or are reasonably likely to materially affect, the
         Registrant's internal control over financial reporting.

Item 9B. Other Information

         Boesky Resignation
         ------------------
         On November 8, 2005,  CharterMac  announced that Stuart J. Boesky would
         step down as Chief  Executive  Officer and trustee of  CharterMac,  the
         indirect  parent  of RCC  Manager  LLC,  the  sole  shareholder  of CIP
         Associates, Inc. (the "General Partner"). Upon his stepping down, which
         was  effective on November 15, 2005, he also resigned from his position
         as Senior Vice  President.  Mr.  Boesky will stay on as a consultant to
         CharterMac for the next year in order to ensure a smooth transition.

         Tender Offer Response
         ---------------------
         The Registrant  responded to an unsolicited  tender offer and expressed
         no opinion with respect to whether or not BACs  holders  should  tender
         their Units as more fully discussed in the  Registrant's  press release
         dated  November  18,  2005,  which is included as Exhibit  99.1 to this
         Report on Form 10-K.

         Transfer Procedures
         -------------------
         As was previously disclosed,  the Registrant has been the subject of at
         least two ongoing  tender offers by persons not  affiliated  with it or
         its general  partner,  each such tender offer seeking to purchase up to
         4.9% of the  outstanding  units of the  Registrant.  See "Tender  Offer
         Response" above.

         Those  tender  offers,   as  well  as  other  transfer   requests  made
         independently of the tender offers, implicate the Registrant's policies
         and  procedures  concerning  transfers  generally  and tender offers in
         particular,  which were adopted by the Registrant pursuant to the terms
         of its Partnership Agreement, to ensure compliance with applicable law,
         avoid adverse tax  consequences  for the  Registrant and its investors,
         and preserve the Registrant's advantageous tax status.

         In prior years, the Registrant relied on the 5% safe harbor established
         by  Internal  Revenue  Service  ("IRS")   regulations  to  avoid  being
         characterized  as a  "publicly-traded  partnership"  that is taxed as a
         corporation.  The 5% safe  harbor,  however,  expired  and is no longer
         available as of December  31, 2005.  Accordingly,  the  Registrant  now
         relies on a 2% safe harbor  established  by another IRS  regulation  to
         avoid being  characterized as a  "publicly-traded  partnership" that is
         taxed as a corporation.

         A brief summary of certain of the Registrant's key policies,  practices
         and  requirements  with  respect to transfers  and tender  offers is as
         follows:

         o     No transfer (whether for  substitution,  assignment or otherwise)
               is effective or binding on the Registrant  unless and until it is
               approved by the General Partner.

         o     No transfer will be approved unless the transferor and transferee
               submit complete and properly  executed forms of the  Registrant's
               own transfer documentation.  The Registrant does not accept forms
               of transfer  documentation other than its own and does not accept
               signatures  made  by  power  of  attorney  in  lieu  of  original
               signatures by each of the transferors and transferees.

         o     The Registrant will not approve  transfers that in the cumulative
               aggregate for any tax year exceed the IRS 2% safe harbor,  unless
               a financially  responsible person provides the Registrant and its
               partners with (i) an indemnity (in form and substance in all ways
               acceptable to the General Partner) for all liability  (including,
               without limitation, any adverse tax consequences) arising from or
               relating to exceeding the 2% safe harbor and (ii) a legal opinion
               (in form and  substance  in all ways  acceptable  to the  General
               Partner)  that there will be no adverse tax  consequences  to the
               Registrant and its partners from exceeding the 2% safe harbor.

                                       23
<PAGE>

         o     In order to avoid the undesirable situation of one or more tender
               offers  consuming the entire safe harbor  limitation early in the
               tax year and leaving the Registrant's remaining investors with no
               liquidity  opportunity  for  the  rest  of  that  tax  year,  the
               Registrant  restricts the cumulative aggregate total of transfers
               made  pursuant  to all tender  offers to 1.5% of its  outstanding
               units in each tax year, unless a financially  responsible  person
               conducting  such tender  offer  provides the  Registrant  with an
               acceptable  indemnity  and legal  opinion  of the type  described
               above. At the end of each tax year, the General  Partner,  in its
               discretion,  may allow the  cumulative  total number of transfers
               (including  those by tender  offer)  to reach the 2% safe  harbor
               limit.

         o     The  Registrant  requires that all tender offers for its units be
               conducted  in  accordance  with  all  applicable  law  including,
               without limitation, the federal securities laws.

         The  foregoing  is  solely  a  summary  of the  Registrant's  policies,
         requirements and practices with respect to transfers and tender offers.
         More  complete  information,  including  a  copy  of  the  Registrant's
         transfer documentation package, may be obtained from the Registrant.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant

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 positions as indicated below.

On November 17, 2003,  CharterMac acquired CharterMac Capital (formerly known as
Related Capital Company) ("CharterMac Capital"), which is the indirect parent of
RCC Manager LLC, the sole  shareholder of the General  Partner.  Pursuant to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This  acquisition did not affect the Registrant or its day-to-day  operations as
the  General  Partner's  management  team  remained  unchanged.  Alan P.  Hirmes
replaced  Stephen M. Ross as Director of CIP Associates Inc.  effective April 1,
2004 as a  result  of  this  acquisition.  Certain  information  concerning  the
director and executive officers of the General Partner is set forth below.

The Registrant, the General Partner and its director 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  executive  officers,  directors  (and ten  percent  holders)  are
required  by  Securities  and  Exchange  Commission  regulators  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.  During the
most recent fiscal year, all of these filing  requirements were satisfied by the
officers and director of the General  Partner on a timely basis. In making these
disclosures,  the Registrant has relied solely on written representations of the
General Partner's  director and executive officers or copies of the reports they
have filed with the Securities and Exchange  Commission  during and with respect
to its most recent fiscal year.

CIP Associates Inc.

   Name                             Position                 Position Held Since
   -----------------         ------------------------      ---------------------

   Alan P. Hirmes            Director and President                1988
   Brenda Abuaf              Executive Vice President              2005
   Marc Schnitzer            Vice President                        1988
   Glenn F. Hopps            Treasurer                             1998
   Teresa Wicelinski         Secretary                             1998


ALAN P.  HIRMES,  51, the Director and  President  of the General  Partner.  Mr.
Hirmes has been a Certified  Public  Accountant in New York since 1978. Prior to
joining  CharterMac Capital in October 1983, Mr. Hirmes was employed by Weiner &
Co.,  certified  public  accountants.  Mr.  Hirmes  is  also  the  President  of
CharterMac Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor
of Arts degree.  Mr.  Hirmes also serves on the Board of Trustees of  CharterMac
and American Mortgage Acceptance Company ("AMAC").

BRENDA  ABUAF,  50,  Executive  Vice  President  and  Co-Department  Head of the
Corporate Communications Department. Ms. Abuaf joined CharterMac Capital in 1980
and graduated  from the University of Stony Brook with a Bachelor of Arts Degree
in Social Science.

                                       24
<PAGE>

MARC D. SCHNITZER, 45, joined CharterMac Capital in January 1988 after receiving
his Master of Business  Administration  degree  from The  Wharton  School of The
University of Pennsylvania  in December 1987.  From 1983 to 1986, Mr.  Schnitzer
was a  Financial  Analyst  with The First  Boston  Corporation  in New York,  an
international  investment  banking firm.  Mr.  Schnitzer  received a Bachelor of
Science degree, summa cum laude, in Business Administration,  from the School of
Management at Boston  University in May 1983.  Mr.  Schnitzer also serves on the
Board of Trustees of CharterMac.

GLENN F. HOPPS, 43, joined  CharterMac  Capital 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,  40 joined CharterMac Capital 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  director  and/or
executive officers.

The parent of the General Partner of the Registrant,  CharterMac,  has adopted a
Code of Ethics that applies to the  Principal  Executive  Officer and  Principal
Financial  Officer of  CharterMac  and its  subsidiaries,  including the General
Partner.  CharterMac's  Code of Ethics  will be provided  without  charge to any
person who requests it. Such  request  should be directed to Investor  Services,
CharterMac, 625 Madison Avenue, New York, NY 10022.


Item 11. Executive Compensation

The  Registrant  has no officers or directors.  The  Registrant  does not pay or
accrue  any fees,  salaries  or other  forms of  compensation  to  directors  or
officers of the General  Partner for their  services.  The  director and certain
officers of the General  Partner receive  compensation  from the General Partner
and its affiliates for services performed for various affiliated  entities which
may include  services  performed for the Registrant.  Such  compensation  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  Owners and  Management and
Related Stockholder Matters

As of March 3, 2006, no person was known by the  Registrant to be the beneficial
owner of more than five  percent of the  Limited  Partnership  Interests  and/or
BACs; and neither the General Partner nor any director or officer of the General
Partner owns any Limited Partnership Interests or BACs.

There are no securities authorized for issuance under equity compensation plans.


Item 13. Certain Relationships and Related Transactions

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


Item 14. Principal Accountant Fees and Services

Audit Fees
----------
The  aggregate  fees  billed by Reznick  Group and their  respective  affiliates
(collectively,  "Reznick") for professional  services  rendered for the audit of
our annual  financial  statements for the years ended December 31, 2005 and 2004
and for the reviews of the  financial  statements  included in the  Registrant's
Quarterly  Reports on Form 10-Q were  $28,000 and $28,000,  respectively.  There
were no other audit related fees for the years ended December 31, 2005 and 2004.

Audit - Related Fees
--------------------
None

Tax Fees
--------
The  aggregate  fees  billed  by  Weiser  LLP and  their  respective  affiliates
(collectively,  "Weiser") for professional services rendered for the preparation
of our annual tax returns were $8,700 for both years ended December 31, 2005 and
2004. There were no other tax related fees for the years ended December 31, 2005
and 2004.

                                       25
<PAGE>

All Other Fees
--------------
None

The Registrant  has no directors or executive  officers and  accordingly  has no
audit committee and no audit committee financial expert. The Registrant is not a
listed issuer as defined in Regulation  10A-3  promulgated  under the Securities
Exchange Act of 1934.

                                       26
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules

<TABLE>
<CAPTION>
                                                                                         Sequential
(a) 1.  Financial Statements                                                                Page
        --------------------                                                             -----------
        <S>                                                                                  <C>
        Report of Independent Registered Public Accounting Firm                              11

        Statements of Financial Condition as of December 31, 2005 and 2004                   12

        Statements of Income for the years ended December 31, 2005, 2004 and 2003            13

        Statements of Changes in Partners' Capital (Deficit) for the years ended
         December 31, 2005, 2004 and 2003                                                    14

        Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003        15

        Notes to Financial Statements                                                        16
</TABLE>

(a) 2.  Financial Statement Schedules
        -----------------------------

        All schedules have been omitted because they are not required or because
        the required  information  is contained in the  financial  statements or
        notes hereto.

(a) 3.  Exhibits
        --------

(3A)    The Registrant's  Amended and Restated Agreement of Limited Partnership,
        incorporated 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 January
        24,  1989 and to  Exhibit  3D to  Amendment  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,  incorporated by reference to
        Amendment  Number 2 to the Registrant's  Registration  Statement on Form
        S-11, File No. 33-26690, dated July 7, 1989.

(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 Current  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 reference 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 September 27, 1990 with respect to
        Windemere Development,  Inc. (incorporated by reference 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  Current
        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 reference 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  Current
        Report on Form 8-K dated March 16, 1993)

                                       27
<PAGE>

Item 15. Exhibits, Financial Statement Schedules (continued)
<TABLE>
<CAPTION>
                                                                                         Sequential
                                                                                            Page
                                                                                         -----------
        <S>                                                                                  <C>
(10K)   Equity Loan dated March 16, 1993, with respect 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 (incorporated by reference to
        Exhibit 10(c) in the Registrant's Current Report on Form 8-K dated March
        16, 1993)

31.1    Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)*                          31

32.1    Certification  Pursuant to Rule  13a-14(b) or Rule 15d-14(b) and Section
        1350 of Title 18 of the United States Code (18 U.S.C. 1350)*                         32

(99.1)   Press Release dated November 18, 2005 regarding unsolicited tender offer*           33
</TABLE>


*  Filed herewith


                                       28
<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: March 28, 2006                     By:  /s/ Alan P. Hirmes
      --------------                          ------------------
                                              Alan P. Hirmes
                                              President (Principal Executive and
                                              Financial Officer)

                                       29
<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 and
/s/ Alan P. Hirmes  Financial Officer and Director) of
------------------  CIP Associates, Inc. (the General Partner
Alan P. Hirmes      of the Registrant)                           March 28, 2006
                                                                 --------------



/s/ Glenn F. Hopps  Treasurer (Principal Accounting Officer)
------------------  of CIP Associates, Inc. (the General
Glenn F. Hopps      Partner of the Registrant)                   March 28, 2006
                                                                 --------------


                                       30
<PAGE>

                                                                    Exhibit 31.1



                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)



I, Alan P. Hirmes,  Principal  Executive Officer and Principal Financial Officer
of CIP Associates, Inc., (the "General Partner"), the general partner of Capital
Mortgage Plus L.P. (the "Partnership"), hereby certify that:

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         December 31, 2005 of the Partnership;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the  Partnership  as of,  and for,  the  periods  presented  in this
         report;

     4.  I am responsible for establishing and maintaining  disclosure  controls
         and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rues  13a-15(f) and  15d-15(f))  for the  Partnership  and
         have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure controls and procedures to be designed under my supervision,
         to  ensure  that  material  information  relating  to  the  Partnership
         including its consolidated subsidiaries,  is made known to me by others
         within  those  entities,  particularly  during the period in which this
         report is being prepared;

         b) designed such internal control over financial  reporting,  or caused
         such internal control over financial  reporting to be designed under my
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

         c) evaluated the effectiveness of the Partnership's disclosure controls
         and procedures  and presented in this report my  conclusions  about the
         effectiveness  of the disclosure  controls and procedures as of the end
         of the period covered by this report based on such evaluation; and

         d)  disclosed in this report any change in the  Partnership's  internal
         control over financial reporting that occurred during the Partnership's
         fourth fiscal  quarter that has materially  affected,  or is reasonably
         likely to materially  affect,  the Partnership's  internal control over
         financial reporting; and

     5.  I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the Partnership's auditors and to
         the board of directors of the General Partner:

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect the  Partnership's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in the  Partnership's
         internal control over financial reporting.



          Date: March 28, 2006
                --------------

                                            By:  /s/ Alan P. Hirmes
                                                 ------------------
                                                 Alan P. Hirmes
                                                 Principal Executive Officer and
                                                 Principal Financial Officer



                                       31
<PAGE>
                                                                    Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                      RULE 13a-14(b) OR RULE 15d-14(b) AND
                                  SECTION 1350
                        OF TITLE 18 OF THE UNITED STATES
                              CODE (18 U.S.C. 1350)



In  connection  with the  Annual  Report of  Capital  Mortgage  Plus  L.P.  (the
"Partnership")  on Form 10-K for the period  ending  December  31, 2005 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Alan P. Hirmes,  Principal  Executive Officer and Principal Financial Officer
of CIP  Associates,  Inc.,  the  general  partner of the  Partnership,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:


    (1) The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and


    (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Partnership.


A signed  original of this  written  statement  required by Section 906 has been
provided  to the  Partnership  and  will  be  retained  by the  Partnership  and
furnished to the Securities and Exchange Commission or its staff upon request.



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Principal Executive Officer and
     Principal Financial Officer
     March 28, 2006

                                       32
<PAGE>


                                                                    Exhibit 99.1


                           CAPITAL MORTGAGE PLUS L.P.
                            RESPONDS TO TENDER OFFER
                            ------------------------


New York,  New York,  November  18,  2005 --  Capital  Mortgage  Plus L.P.  (the
"Partnership")  responded  today as follows to an unsolicited  tender offer (the
"Offer") by Everest  Properties II, LLC (the "Offeror") to purchase up to 89,996
of  the  Partnership's   beneficial   acceptance   certificates   ("BACs"),   or
approximately  4.9% of the  Partnership's  total outstanding BACs, at a price of
$4.50 per BAC, less certain  reductions  to that purchase  price as described in
the  Offeror's  written  tender  offer  materials  dated  October  21, 2005 (the
"Offering Materials").

The Offeror is not affiliated with the Partnership or its general  partner.  The
Offeror did not provide the Partnership with a copy of the Offering Materials at
or prior to the time it  commenced  the Offer.  The  Partnership  learned of the
Offer only after certain BACs holders contacted the Partnership to inquire about
the  Offer  and the  Partnership  thereafter  obtained  a copy  of the  Offering
Materials.

The  Partnership  expresses no opinion and is neutral with respect to whether or
not BACs  holders  should  tender  their BACs in response  to the Offer.  As the
Partnership has previously  disclosed to its BACs holders, the Partnership is in
the process of liquidating its portfolio of investments in real estate mortgages
and currently holds only two such remaining investments. It is uncertain at this
time how much money,  if any, will be realized by the  Partnership  and its BACs
holders from the liquidation of its remaining investments. While there can be no
assurances  about how much money such  contemplated  sales will realize and when
such sales will occur, the general partner of the Partnership currently believes
that the  aggregate  amount that may be  distributed  to BACs  holders from such
sales may  materially  exceed the net purchase price of the Offer and that it is
possible that such sales of the Partnership's two remaining  investments and the
resulting  distributions to BACs holders could occur within the next six to nine
months.  Although  there  is  the  risk  that  the  actual  liquidation  of  the
Partnership's  two remaining  investments might take longer than nine months and
might  result in  distributions  to BACs  holders that are less than the Offer's
price,  BACs  holders  might  obtain  more money by  holding  their BACs than by
selling them to the Offeror.  Accordingly,  BACs holders should  consider,  with
their own financial  advisors,  whether or not the Offer and its purchase  price
are attractive or unattractive to them from an economic point of view.

In addition, BACs holders may also wish to consider the following:

First, the Partnership,  on or about November 14, 2005, mailed to BACs holders a
quarterly  distribution  of $.09 per BAC.  According  to the terms of the Offer,
this  distribution  will  reduce the price of the Offer to $4.41 per BAC,  which
price  is  also  subject  to  other  reductions  as  described  in the  Offering
Materials.

Second,  the Offer raises certain  questions  about its potential  impact on the
Partnership's  tax status for federal  income tax purposes.  The  Partnership is
currently  treated,  and has since its inception been treated,  as a partnership
and a  pass-through  entity for federal income tax purposes -- a tax status that
is  desirable  and  beneficial  to  the  Partnership  and  its  investors.  That
beneficial  tax status might be lost,  and the  Partnership  might be taxed as a
corporation,  if it were deemed to be a "publicly traded partnership" within the
meaning of the Internal Revenue Code and certain regulations  promulgated by the
Internal  Revenue  Service.  It is  uncertain  whether  or  not  the  Offer,  if
consummated,  might  cause  the  Partnership  to be  deemed a  "publicly  traded
partnership" since the Offer could result in a transfer of more than two percent
of the  interests in the  Partnership  during the year,  which might prevent the
Partnership from relying on an Internal Revenue Service "safe harbor" protecting
against publicly traded partnership treatment. Accordingly, the Partnership will
only permit BACs to be transferred  pursuant to the Offer if the General Partner
determines,  in its sole discretion,  either that the cumulative total number of
transfers in any tax year  (including  transfers  prior to the Offer,  transfers
pursuant to the Offer and any amount  reserved for future  transfers  outside of
the  Offer)  falls  within  the safe  harbor or that the  Offeror  has  provided
sufficient  assurances and protection to the Partnership,  its partners and BACs
holders to allow the transfers  notwithstanding  the potential  violation of the
two percent  limitation  safe harbor.  In order to address these  concerns,  the
Offeror  must  provide the  Partnership  with (i) an opinion of counsel that the
Offer will not result in the Partnership  being deemed to be a "publicly  traded
partnership"  for federal income tax purposes and (ii) an agreement to indemnify
the  Partnership,  its  general  partner  and its BACs  holders  for any loss or
liability relating to any adverse tax consequences  arising from the Offer. This
legal opinion and indemnity  must be in a form and content  satisfactory  to the
Partnership and its counsel.

Third, the Agreement of Transfer and proposed  transfer  documentation  included
with  the  Offering   Materials   are   inconsistent   with  the   Partnership's
long-established  practices,  procedures  and  documentation  necessary for BACs
holders to transfer their units Accordingly, the Offeror's Agreement of Transfer
and proposed transfer  documentation will not be accepted by the Partnership and
BACs will not be transferred based on the Offeror's proposed documentation.  The
Offeror  and any BACs  holder  wishing  to sell  his,  her or its BACs must each

                                       33
<PAGE>

complete the Partnership's  standard transfer and subscription  documentation in
accordance with the Partnership's standard practices and procedures. Among other
things,   each  selling  BACs  holder  must   individually   sign  each  of  the
Partnership's  required  transfer  documents.   Pursuant  to  the  Partnership's
well-established  practices and procedures, the Partnership does not accept, and
will not accept in connection  with the Offer,  signatures by persons other than
the selling unit holder who purport to act based on a power of attorney executed
by the unit holder.  Persons who wish to sell their units to the Offeror  should
contact the Partnership and request its standard transfer documentation.

Fourth, the Offer does not afford tendering BACs holders withdrawal or proration
rights and states that BACs will be  purchased on a  "first-received,  first-buy
basis." The Partnership  believes that such terms are highly coercive and unfair
to unit holders and may be in violation of the federal securities laws.


                                      * * *


Each BACs holder  should  consult with his, her or its own  investment,  tax and
legal  advisors  in  deciding  whether or not to tender  BACs in response to the
Offer.  As a precaution to make sure that any tendering  BACs holder is aware of
the disclosures  contained in this press release,  the Partnership will require,
as a condition to processing  transfer  requests,  each tendering BACs holder to
sign a  written  statement  acknowledging  that  he,  she or it is  aware of and
understands the disclosures  contained in this press release and that he, she or
it wishes to proceed with the sale of their BACs to the Offeror anyway.

Certain  statements  in  this  press  release  may  constitute   forward-looking
statements  within the meaning of the "safe  harbor"  provisions  of the Private
Securities  Litigation  Reform  Act of  1995.  These  statements  are  based  on
management's  current  expectations  and  beliefs and are subject to a number of
factors and  uncertainties  that could cause actual results to differ materially
from  those  described  in  the  forward-looking  statements.  These  risks  and
uncertainties are detailed in Capital Mortgage Plus L.P.'s Annual Report on Form
10-K for the period ended  December 31, 2004,  and in its other filings with the
Securities and Exchange Commission.  Such forward-looking  statements speak only
as of the date of this  press  release.  Capital  Mortgage  Plus L.P.  expressly
disclaims  any  obligation  or  undertaking  to release  publicly any updates or
revisions  to any  forward-looking  statements  contained  herein to reflect any
change  in the  Partnership's  expectations  with  regard  thereto  or change in
events, conditions, or circumstances on which any such statement is based.


                                      # # #


                                       34