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, 2004

                                       OR

        TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
-----   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) 421-5333

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

       None

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

       Beneficial Assignment Certificates

       Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes   X   No
                                              -----    -----
       Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  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 an accelerated filer (as
defined in Exchange Act Rule 12b-2).  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,  2004  was
$17,309,645, 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.

Index to exhibits may be found on page 22
Page 1 of 27


<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 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  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, 2004,  the  Registrant
continued  to hold two of its  original  five  investments  with the other three
investment having been previously paid as follows:
<TABLE>
<CAPTION>
                                                                                            Original
                                                                                            Mortgage
                                                            Date of            Date           Loan         Equity Loan
Project                                 Location          Investments         Repaid        Amount (2)      Amount (10)
---------------------------------   -------------------   --------------   ------------   -------------    -------------
<S>                           <C>                            <C>            <C>           <C>              <C>
Mortenson Manor Apartments (3)      Ames, Iowa               8/31/90        10/31/02     $   4,974,090    $    577,885
Holly Ridge II Apartments (6)       Gresham, Oregon          3/16/93        12/29/04         5,310,100         684,400
Willow Trace Apartments (7)         Tuscaloosa, Alabama      6/18/93        12/16/98         4,420,000         680,000
                                                                                          -------------    ------------
                                                                                          $  14,704,190    $  1,942,285
                                                                                          =============    ============
</TABLE>

The Registrant  has no present  expectation as to when it may dispose of its two
remaining Mortgages and Equity Loans.

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.

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

The  following  table lists the  Registrant's  Mortgages  and Equity Loans as of
February 28, 2005.
<TABLE>
<CAPTION>
                                                     Original      Interest
                                                     Mortgage       Rate on       Equity
                                      Date of         Loan          Mortgage       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                                                           9.62% -
Apartments (3)   Wichita, Kansas     9/28/1990     $ 8,110,300     10.70%       $  736,550        7/92       40 years       97%
Fieldcrest III                                                      8.75% -
Apartments       Dothan, Alabama     8/27/1991       3,343,700     10.11%          383,300       11/92       40 years       90%
                                                   -----------                  ----------

                                                   $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   III   Apartments
("Fieldcrest")  and the Additional  Interest  Guaranty  agreements for Windemere
Apartments ("Windemere").

(2) The Windemere Mortgage is co-insured by HUD and RMC. The Fieldcrest Mortgage
is fully  insured by HUD. As of February  28, 2005,  all loan amounts  under the
Mortgages have been disbursed.

                                       2
<PAGE>

(3) Default interest payments in the aggregate amount of approximately  $713,000
for the years ended  December  31, 1999  through  2004 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  $843,000 and $720,000 at
December 31, 2004 and 2003, 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 FHA (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 intended to be exercised  only
where the Registrant  determines that the value of the Development has increased
by an amount which would justify  accelerating  payment in full and assuming the
risks of foreclosure if the mortgagor failed to make the accelerated payment.

The  following  is  the  interest  income  from  Mortgages  as a  percentage  of
Registrant's total revenues for the prior three fiscal years.
<TABLE>
<CAPTION>
                       2004                   2003                  2002
                 ------------------    ------------------    ------------------
<S>                     <C>                   <C>                   <C>
Mortenson*               0%                    0%                   34%
Windemere               28                    49                    25
Fieldcrest              11                    19                     9
Holly Ridge**           40                    31                    16
</TABLE>

* Repaid in full on October 31, 2002 ** Repaid in full on December 29, 2004.

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

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.

Mortenson
---------
On October 31, 2002,  Mortenson II Associates  L.P. (the "Owner"),  the owner of
Mortenson,  prepaid  the  outstanding  Mortgage  and  Equity  Loan in full.  The
Mortgage  and the  Equity  Loan were  secured  by a  mortgage  on the  Mortenson
property and partnership  interests in the Owner.  The  outstanding  debt repaid
early to the Registrant totaled $5,934,739, including the $4,543,011 outstanding
balance  of the  Mortgage  Loan,  the  $577,885  Equity  Loan  and  $813,843  of
additional interest due pursuant to the loan documents.

The proceeds  from the  repayment of the  Mortenson  Mortgage and Equity Loan on
October 31, 2002 were  included as part of the regular  quarterly  distributions
which  aggregated  approximately  $6,832,000  and  $71,000  made to the  limited
partners or BACs holders and the General Partner, respectively, during the three
months ended March 31, 2003.

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.

Company Filings
---------------
The Registrant files with the Securities and Exchange Commission (the "SEC") the
Registrant's  annual  reports on Form 10-K,  quarterly  reports on From 10-Q and
current  reports on From 8-K and  amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934. The
Registrant will provide paper copies of its filings free of charge upon request.
The public may read and copy any materials the Registrant  files with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, NW,  Washington,  DC 20549.
The public may obtain  information on the operation of the Public Reference Room
by  calling  the SEC at  1-800-SEC-0330.  The SEC  maintains  an  Internet  site
(http://www.sec.gov)  that contains reports,  proxy and information  statements,
and other information regarding issuers that file electronically with the SEC.

                                       3
<PAGE>

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 the  Registrant's  Common Equity and Related  Security Holder
Matters.

As of December 31, 2004,  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 3,431  registered  holders of an aggregate of 1,836,660 BACs,
as of March 3, 2005.

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 2004, 2003 and 2002, 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>
2004       $.1271            $.1285          $.1299          $3.7206         $4.1061
2003        .1271             .1285           .1299            .1299           .5154
2002        .2164             .2188           .2212           3.7200          4.3764
</TABLE>


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

A total of $10,099,080 was  distributed to the limited  partners or BACs holders
during the years 2004,  2003 and 2002.  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 2004, 2003 and 2002 distributions (which was considered to be a return of
capital).  Approximately  $0,  $5,921,000 and $0 paid to the limited partners or
BACs  holders  in each of the years  ended  December  31,  2004,  2003 and 2002,
respectively,  represented  a  return  of  capital.  A  total  of  $138,142  was
distributed to the General Partner during 2004, 2003 and 2002.

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, 2004.

                                       4
<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                         2004           2003           2002           2001           2000
---------------                ------------   ------------   ------------   ------------   ------------
<S>                            <C>            <C>            <C>            <C>            <C>
Interest income -
  Mortgage loans               $  2,018,754   $  1,469,540   $ 2,490,705    $  1,944,183   $  1,994,946
  Temporary investments               6,337         13,230        26,244          36,909         45,335
Other income                        544,507          2,782       451,800           3,302          3,352
                               ------------   ------------   ------------   ------------   ------------

Total revenues                    2,569,598      1,485,552     2,968,749       1,984,394      2,043,633
                               ------------   ------------   ------------   ------------   ------------

Operating expenses                  378,142        362,056       506,531         482,697        501,529

Provision for bad debts              83,788        141,748       146,388         262,062        175,493
                               ------------   ------------   ------------   ------------   ------------

Total Expenses                      461,930        503,804       652,919         744,759        677,022
                               ------------   ------------   ------------   ------------   ------------

Net income                     $  2,107,668   $    981,748   $ 2,315,830    $  1,239,635   $  1,366,611
                               ============   ============   ============   ============   ============

Net income per BAC             $       1.12   $       0.52   $      1.24    $       0.66   $       0.73
                               ============   ============   ============   ============   ============

<CAPTION>


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

FINANCIAL POSITION                 2004           2003           2002           2001           2000
-----------------------        ------------   ------------   ------------   ------------   ------------
<S>                            <C>            <C>            <C>            <C>            <C>
Total assets                   $ 18,275,802   $ 17,130,807   $ 23,814,436   $ 23,159,100   $ 23,535,982
                               ============   ============   ============   ============   ============

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

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

* Includes $3.72 which was distributed on February 14, 2005.


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,  2004,  cash and cash  equivalents  of the
Registrant increased by approximately $1,588,000 due to collections of principal
on Mortgages and Equity Loans $824,000 and cash provided by operating activities
$1,731,000  which  exceeded  distributions  paid to  partners  and BACs  holders
($966,000). Included in the adjustments to reconcile the net income to cash flow
used in operating activities is amortization of approximately $72,000.

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 2005 and to fund
future distributions of $.36 per BAC per annum paid quarterly.

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 BACsholders and $67,344 to
the General Partner.

On October 31, 2002,  Mortenson II Associates  L.P. (the "Owner"),  the owner of
Mortenson,  prepaid the  outstanding  Mortgage Loan and Equity Loan in full. The
Mortgage  and the  Equity  Loan were  secured  by a  mortgage  on the  Mortenson
property and partnership  interests in the Owner.  The  outstanding  debt repaid
early to the Registrant totaled $5,934,739, including the $4,543,011 outstanding
balance of the  Mortgage,  the $577,885  Equity Loan and $813,843 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  2003  of  $6,593,609  ($3.59  per  BAC)  to the
BACsholders and $66,602 to the General Partner.

                                       5
<PAGE>

Regular  quarterly  cash  distributions,   which  on  an  annual  basis  totaled
approximately $946,844 and $946,956 (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, 2004 and 2003,  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  $19,323  and  $86,000  was  distributed  to the General
Partner in each of the years ended December 31, 2004 and 2003, 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. 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.

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

The financial  statements are prepared in accordance with accounting  principles
generally accepted in the United States of America, which requires 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 Registrant's annual report on Form 10-K for the year ended December 31, 2004.
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 Registrant's  financial condition and results of operations.
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  mortgage  loans  consist  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 development's cash flows and is recognized when received.

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

o      The  Equity  Loans are  considered  to be  premiums  paid to  obtain  the
       Mortgages  and are  amortized  over  the  average  expected  lives of the
       respective Mortgages.

Recent Accounting Pronouncements
--------------------------------

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 was applicable  immediately for variable  interest entities created after
January 31, 2003. For variable  interest  entities  created  before  February 1,
2003,  the  provisions of FIN 46 are applicable no later than December 15, 2003.
The Registrant has not created any variable  interest entities after January 31,
2003. In December 2003, the FASB  redeliberated  certain proposed  modifications
and revised FIN 46 ("FIN 46 (R)").  The revised  provisions  were  applicable no
later than the first reporting  period ending after March 15, 2004. The adoption
of FIN 46 and FIN 46 (R) does not have a  material  impact  on the  Registrant's
financial reporting and disclosure.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
changed the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those   instruments  to  be  classified  as  liabilities   (or  assets  in  some
circumstances)  in the  Consolidated  Balance  Sheets.  Further,  SFAS  No.  150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  The  guidance in SFAS No. 150  generally  was  effective  for all
financial  instruments  entered  into or modified  after May 31,  2003,  and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Registrant has evaluated SFAS No. 150 and determined  that it
does not have an impact on the Registrant's financial reporting and disclosures.

                                       6
<PAGE>

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

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  additional
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  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.

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.

2003 vs. 2002
-------------

Results of operations for the years ended December 31, 2003 and 2002,  consisted
primarily of interest income of $1,470,000 and $2,491,000,  respectively, earned
from  investments in Mortgages,  which was lower in 2003 due to the repayment of
the Mortenson Mortgage and Equity Loan in 2002.

Interest income from temporary investments  decreased  approximately $13,000 for
the year ended  December  31, 2003 as compared to 2002,  primarily  due to lower
cash and cash  equivalents  balances in 2003 as well as lower  interest rates in
2003.

Other income  decreased  approximately  $449,000 for the year ended December 31,
2003 as compared to 2002,  primarily due to the gain realized from the repayment
of the Mortenson Mortgage Loan and Equity Loan in 2002.

General and  administrative-related  parties decreased approximately $27,000 for
the year  ended  December  31,  2003 as  compared  to 2002,  primarily  due to a
decrease in the Partnership  management fee, which was calculated on the reduced
asset base due to the  repayment  of the  Mortenson  Mortgage and Equity Loan on
October 31, 2002.

Amortization  expenses  decreased  approximately  $111,000  for the  year  ended
December 31, 2003 as compared to 2002,  due to the  repayment  of the  Mortenson
Mortgage  and Equity  Loan on October  31,  2002 and the  Windemere  Equity Loan
becoming fully amortized in December 2002.

A provision for bad debts of approximately $142,000 and $146,000 was charged for
the years ended December 2003 and 2002, respectively,  representing the 2003 and
2002 Guaranteed  Interest due from Holly Ridge and the 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.

                                       7
<PAGE>


Item 8. Financial Statements and Supplementary Data.


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

        Report of Independent Registered Public Accounting Firm             9

        Statements of Financial Condition as of December 31,
            2004 and 2003                                                  10

        Statements of Income for the years ended December 31, 2004,
            2003 and 2002                                                  11

        Statements of Changes in Partners' Capital (Deficit) for
            the years ended December 31, 2004, 2003 and 2002               12

        Statements of Cash Flows for the years ended December 31,
            2004, 2003 and 2002                                            13

        Notes to Financial Statements                                      14



                                       8
<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, 2004 and
2003  and the  related  statements  of  income,  changes  in  partners'  capital
(deficit) and cash flows for the years ended  December 31, 2004,  2003 and 2002.
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, 2004 and 2003,  and the results of its  operations,  changes in
partners'  capital (deficit) and its cash flows for the years ended December 31,
2004, 2003 and 2002, in conformity with accounting principles generally accepted
in the United States of America.



/s/ REZNICK GROUP, P.C.
Bethesda, Maryland
March 21, 2005


                                       9
<PAGE>


                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                        STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                     ASSETS


                                                                         December 31,
                                                                 ----------------------------
                                                                     2004            2003
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Investments in mortgage loans (Note 3)                           $ 10,648,744    $ 15,891,923
Cash and cash equivalents                                           2,150,170         561,730
Accrued interest receivable (net of allowance
   of $843,429 and $759,641)                                           72,895         193,876
Loan origination costs (net of accumulated
   amortization of $138,292 and $177,323)                             335,238         483,278
Other assets                                                        5,068,755               0
                                                                 ------------    ------------

Total Assets                                                     $ 18,275,802    $ 17,130,807
                                                                 ============    ============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Liabilities
   Accounts payable and other liabilities                        $     27,008    $     25,014
   Due to general partner and affiliates (Note 4)                      19,750          18,250
                                                                 ------------    ------------

Total liabilities                                                      46,758          43,264
                                                                 ------------    ------------

Partners' capital (deficit):
   Limited Partners (1,836,660 BACs issued and
   outstanding) (Note 1)                                           18,421,004      17,302,333
   General Partner                                                   (191,960)       (214,790)
                                                                 ------------    ------------

Total partners' capital (deficit)                                  18,229,044      17,087,543
                                                                 ------------    ------------

Total Liabilities and Partners' Capital (Deficit)                $ 18,275,802    $ 17,130,807
                                                                 ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       10
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                      ------------------------------------
                                                         2004         2003         2002
                                                      ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
Revenues:

Interest income:
  Mortgage loans (Note 3)                             $2,018,754   $1,469,540   $2,490,705
  Temporary investments                                    6,337       13,230       26,244
Other income                                             544,507        2,782      451,800
                                                      ----------   ----------   ----------

Total revenues                                         2,569,598    1,485,552    2,968,749
                                                      ----------   ----------   ----------

Expenses:

General and administrative                                76,338       74,785       81,110
General and administrative-related parties (Note 4)      230,191      188,234      215,411
Provision for bad debts                                   83,788      141,748      146,388
Amortization                                              71,613       99,037      210,010
                                                      ----------   ----------   ----------

Total expenses                                           461,930      503,804      652,919
                                                      ----------   ----------   ----------

Net income                                            $2,107,668   $  981,748   $2,315,830
                                                      ==========   ==========   ==========

Net income - limited partners                         $2,065,515   $  962,113   $2,269,513
                                                      ==========   ==========   ==========

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

Net income per BAC                                    $     1.12   $     0.52   $     1.24
                                                      ==========   ==========   ==========
</TABLE>



                 See accompanying notes to financial statements.

                                       11
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
                                                                    Limited         General
                                                     Total          Partners        Partner
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Partner's capital (deficit) - January 1, 2002     $ 23,061,020    $ 23,222,943    $   (161,923)
Net income                                           2,315,830       2,269,513          46,317
Distributions                                       (1,644,562)     (1,611,671)        (32,891)
                                                  ------------    ------------    ------------

Partner's capital (deficit) - December 31, 2002     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)
                                                  ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       12
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Years Ended December 31,
                                               -----------------------------------------
                                                  2004           2003            2002
                                               -----------    -----------    -----------
<S>                                            <C>            <C>            <C>
Cash flows from operating activities:
Net income                                     $ 2,107,668    $   981,748    $ 2,315,830
                                               -----------    -----------    -----------

Adjustments to reconcile  net income to net
  cash (used in) provided by operating
  activities:
Provision for bad debts                             83,788        141,748        146,388
Gain on recovery of amortized portion of
  equity loans                                    (672,518)             0       (569,859)
Loss on unamortized portion of loan costs on
  prepaid equity loans                             133,460              0        121,561
Amortization                                        71,613         99,037        210,010
Amortization of interest rate buydown                    0           (982)        (1,452)
Changes in operating assets and liabilities:
Decrease (increase) in accrued interest
  receivable                                        37,142       (182,489)       109,095
(Increase) decrease in other assets                (34,038)       406,229       (406,229)
Increase (decrease) in accounts payable and
  other liabilities                                  1,995           (727)           741
Increase (decrease) in due to general
  partner and affiliates                             1,500        (38,157)       (16,673)
                                               -----------    -----------    -----------
Total adjustments                                 (377,058)       424,659       (406,418)
                                               -----------    -----------    -----------

Net cash provided by operating activities        1,730,610      1,406,407      1,909,412
                                               -----------    -----------    -----------

Cash flows from investing activities:
Receipt of principal on mortgage loans             139,597        122,800      4,705,496
Receipt of principal on equity loan                684,400              0        577,885
                                               -----------    -----------    -----------

Net cash provided by investing activities          823,997        122,800      5,283,381
                                               -----------    -----------    -----------

Cash flows from financing activities:
Distributions to partners                         (966,167)    (7,626,493)    (1,644,562)
                                               -----------    -----------    -----------

Net cash used in financing activities             (966,167)    (7,626,493)    (1,644,562)
                                               -----------    -----------    -----------

Net increase (decrease) in cash and cash
  equivalents                                    1,588,440     (6,097,286)     5,548,231

Cash and cash equivalents at beginning of
  year                                             561,730      6,659,016      1,110,785
                                               -----------    -----------    -----------

Cash and cash equivalents at end of year       $ 2,150,170    $   561,730    $ 6,659,016
                                               ===========    ===========    ===========

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.


                                       13
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 and 2002


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
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 the  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 his
original   contribution   plus  an  amount  which,   when  added  to  all  prior
distributions  equals a 7% per  annum  cumulative  non-compounded  return on his
adjusted  contribution;  then 2% and 98% of  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 his
adjusted contribution;  and thereafter 10% to the General Partner and 90% to the
limited partners.

The accrued cash distributions per BAC were approximately  $4.11, $.52 and $4.38
for 2004,  2003 and 2002. The 2004, 2003 and 2002  distributions  were made from
adjusted cash flow from operations  (and, in particular,  of the fourth quarters
2004 and 2002  distributions  which  were paid on  February  14,  2005 and 2003,
respectively  from the repayment of the Holly Ridge and Mortenson  loans,  $3.63
and $3.59 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.

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.

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

The Equity Loans are  considered to be premiums paid to obtain the Mortgages and
are amortized over the average expected lives of the respective Mortgages.

Interest rate buydowns are amortized as an adjustment to the effective  interest
rate over the average expected lives of the respective Mortgages.

                                       14
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2004, 2003 and 2002


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

c)  Income Taxes
The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Income tax attributes  that arise from its operation are passed directly
to the 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.



                                       15
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2004, 2003 and 2002


Note 3 - Investments in Mortgage Loans

Information relating to investments in Mortgages and Equity Loans as of December
31, 2004 and 2003 is as follows:
<TABLE>
<CAPTION>


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


                     No. of                Final                               Total      Investments in
                   Apartment    Date of   Maturity                Equity      Amounts        Loans at
Property/Location    Units    Investment    Date     Mortgages     Loans      Advanced    12/31/2004 (E)
-----------------  ---------  ----------  --------  -----------  ----------  -----------  --------------
<S>                   <C>       <C>        <C>      <C>          <C>         <C>            <C>
Windemere
Apts./                204       9/1990     9/2030   $ 8,110,300  $  736,550  $ 8,846,850    $ 7,510,967
Wichita, KS

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


Holly Ridge II
Apts./                144       3/1993         (F)    5,310,100     684,400    5,994,500              0
Gresham, OR

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

Total                                               $16,764,100  $1,804,250  $18,568,350    $10,648,744
                                                    ===========  ==========  ===========    ===========

<CAPTION>

                                 Interest earned by the Partnership during 2004
                   ------------------------------------------------------------------------------
                            Non-contingent                          Contingent
                   -------------------------------  ---------------------------------------------

                                                    Default    Annual    Cash Flow
                   Investments in       Base        Interest   Yield    Participation    Total
                      Loans at        Interest       Amount/   Amount/     Amount/      Interest
Property/Location  12/31/2003 (E)  Amount/Rate (A)  Rate (B)  Rate (C)    Rate (D)       Earned
-----------------  --------------  ---------------  --------  --------  -------------  ----------
<S>                  <C>             <C>            <C>       <C>        <C>           <C>
Windemere
Apts./               $ 7,583,559     $   599,800    $123,625  $      0    $     0      $  723,625
Wichita, KS                                7.95%       1.60%     1.08%     30.00%

Fieldcrest III
Apts./                 3,163,777         273,410           0         0          0         273,410
Dothan, AL                                 8.68%          0%     1.36%     30.00%


Holly Ridge II
Apts./                 5,144,587         410,502     611,217         0          0       1,021,719
Gresham, OR                               8.125%       1.00%      .64%     30.00%

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

Total                $15,891,923     $ 1,283,712    $734,842  $      0    $     0      $2,018,754
                     ===========     ===========    ========  ========    =======      ==========
</TABLE>



<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2004, 2003 and 2002


(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 and the unamortized balance of the Equity Loans in the amounts of
     $10,648,744 and $0, respectively,  at December 31, 2004 and $15,823,007 and
     $68,916, respectively, at December 31, 2003.

(F)  On December 29, 2004, HR II Associates,  the owner of Holly Ridge,  prepaid
     the Mortgage and equity Loan in full. The Mortgage and the Equity Loan were
     secured by a mortgage on Holly Ridge property and partnership  interests in
     HR II Associates.  The outstanding  debt repaid to the Partnership  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.  At  December  31,  2004,  principal  repayment  of
     $5,034,666  and  interest  of $34,089  are  included  in Other  Assets as a
     receivable. Amounts were received in January 2005 and were utilized to fund
     distribution paid in 2005. See Note 8.

<TABLE>
<CAPTION>
                                             2004            2003
                                         ------------    ------------
<S>                                      <C>             <C>
Investment in loans January 1,           $ 15,891,923    $ 16,098,198

Additions:
Fieldcrest discount amortization                    0             982
                                         ------------    ------------
                                                    0             982
                                         ------------    ------------

Deductions:
Amortization of equity loans                  (57,033)        (84,457)
Collection of principal  -Mortgages
                         -Windemere           (72,592)        (67,015)
                         -Fieldcrest          (26,000)        (23,829)
                         -Holly Ridge      (5,075,672)        (31,956)
Collection of principal
  -Equity Loan
                         -Holly Ridge*        (11,882)              0
                                         ------------    ------------
                                           (5,243,179)       (207,257)
                                         ------------    ------------

Investment in loans December 31,         $ 10,648,744    $ 15,891,923
                                         ============    ============
</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  Mortgage is co-insured  by HUD and Related  Mortgage  Corporation
("RMC"),  a company  which is  affiliated  with the  non-executive  Chairman  of
CharterMac.  The  Fieldcrest  III Mortgage is insured by HUD. The Holly Ridge II
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,  are  considered  to be premiums paid to obtain the  Mortgages.  These
premiums  are  amortized  over the  average  expected  lives  of the  respective
Mortgages.

At December 31, 2004, 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 approximately $124,000, $124,000,
$125,000,  $88,000, $126,000, $127,000 and $129,000 for the years ended December
31, 2004, 2003, 2002, 2001, 2000, 1999 and 1996,  respectively.  Holly Ridge had
not paid its  default  interest  of  approximately  $40,000  for the year  ended
December 31, 2003, which was subsequently paid when the Holly Ridge Mortgage and
Equity Loan were  prepaid on December 29, 2004.  As a result,  an allowance  for
uncollectability  relating to the  default  interest  amounted to  approximately
$843,000 and $760,000 at December 31, 2004 and 2003, respectively.

                                       17
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2004, 2003 and 2002


NOTE 4 - Related Parties

The costs  incurred to related  parties for the years ended  December  31, 2004,
2003 and 2002 were as follows:
<TABLE>
<CAPTION>
                                          2004           2003           2002
                                        --------       --------       --------
<S>                                     <C>            <C>            <C>
Partnership management fees (a)         $ 97,287       $ 97,287       $119,098
Expense reimbursement (b)                132,904         90,947         96,313
                                        --------       --------       --------

Total general and administrative-
  related parties                       $230,191       $188,234       $215,411
                                        ========       ========       ========
</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.  The  fourth  quarter  2002  Partnership  management  fee  was
calculated  on the  reduced  asset base due to the  repayment  of the  Mortenson
Mortgage  Loan and  Equity  Loan on October  31,  2002.  During the years  ended
December 31, 2004, 2003 and 2002,  payments of approximately  $97,000,  $122,000
and $126,000 were made, respectively.  At December 31, 2004 and 2003, there were
no balances due to the General Partner for these fees.

(b) The General Partner and its affiliates  perform services for the Partnership
which  include,  but are not limited to:  accounting  and financial  management,
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, 2004,  2003 and 2002,  payments of
approximately $152,000, $104,000 and $106,000 were made, respectively,  relating
to these costs.  As of December 31, 2004 and 2003,  the General  Partner and its
affiliates were due approximately $20,000 and $18,000, respectively.

RMC is a  co-insurer  on the  Windemere  Mortgage in which the  Partnership  has
invested.  RMC was a co-insurer in the Mortenson Mortgage.  RMC is entitled to a
mortgage insurance premium which is paid by the mortgagors.

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 2004, the account balance exceeded the FDIC limit.

Due to the  prepayment of three of the  Partnership's  original  investments  in
Mortgages and Equity Loans,  the portfolio is not diversified by location around
the United States.  Thus, the Partnership may not be protected against a general
downturn in the national economy.

NOTE 6 - Fair Value of Financial Instruments

Financial Accounting Standards Board SFAS No. 107, "Disclosures about Fair Value
of Financial  Instruments,"  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, 2004,  the estimated  carrying value of the Mortgages and Equity
Loans  approximated  fair value.  The estimated fair values at December 31, 2004
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.


                                       18
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                        DECEMBER 31, 2004, 2003 and 2002


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

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

<CAPTION>

Fiscal Year 2003
----------------------

<S>                          <C>               <C>                 <C>               <C>
Total Revenue                $   392,458       $   369,127         $   368,774       $   355,193
Net income                       279,371           247,029             214,328           241,020
Net income per BAC                   .15               .13                 .11               .13

</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.

NOTE 8 - Subsequent Event

On February 14, 2005,  distributions  of $6,833,523 and $70,741 were paid to BAC
holders  and the General  Partner,  respectively,  representing  the 2004 fourth
quarter distributions,  which were funded primarily by the Holly Ridge repayment
proceeds of which  $6,667,076 and $67,344,  respectively,  is considered to be a
return of capital.


                                       19
<PAGE>


                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 and 2002


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.


                                    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 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  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.

                                                                Position Held
Name                                Position                        Since
----------------------         --------------------           -----------------
Alan P. Hirmes                 Director and President               1988
Stuart J. Boesky               Senior Vice President                1988
Glenn F. Hopps                 Treasurer                            1998
Teresa Wicelinski              Secretary                            1998

ALAN P.  HIRMES,  50, the Director and  President  of the General  Partner.  Mr.
Hirmes has been a Certified  Public  Accountant in New York since 1978. Prior to
joining  Related in October  1983,  Mr.  Hirmes  was  employed  by Weiner & Co.,
certified public accountants. Mr. Hirmes is also a Managing Director of Related.
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").

STUART J. BOESKY,  48, is a Senior Vice  President of the General  Partner.  Mr.
Boesky  practiced  real estate and tax law in New York City with the law firm of
Shipley & Rothstein  from 1984 until  February 1986 when he joined Related where
he presently serves as Managing Director. From 1983 to 1984 Mr. Boesky practiced
law with  the  Boston  law firm of Kaye,  Fialkow  Richard  &  Rothstein  (which
subsequently  merged  with  Strook & Strook & Lavan) and from 1978 to 1980 was a
consultant  specializing  in real estate at the  accounting  firm of Laventhol &
Horwath.  Mr. Boesky graduated from Michigan State University with a Bachelor of
Arts degree and from Wayne State  School of Law with a Juris Doctor  degree.  He
then received a Master of Law degree in Taxation from Boston  University  School
of Law. Mr. Boesky also serves on the Board of Trustees of CharterMac and AMAC.

GLENN F. HOPPS, 42, joined Related in December, 1990, and prior to that date was
employed  by Marks  Shron &  Company  and  Weissbarth,  Altman  and  Michaelson,
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.

TERESA  WICELINSKI,  39, joined Related in June 1992, and prior to that date was
employed  by  Friedman,  Alprin  &  Green,  certified  public  accountants.  Ms.
Wicelinski  graduated  from Pace  University  with a Bachelor  of Arts Degree in
Accounting.

                                       20
<PAGE>

There  are  no  family  relationships  between  the  foregoing  director  and/or
executive officers.

The parent of the General Partner of the Partnership,  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.

As of March 3, 2005, 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.

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,  (formerly  Reznick,  Fedder and
Silverman)  and  their  respective  affiliates  (collectively,   "Reznick")  for
professional  services rendered for the audit of our annual financial statements
for the  years  ended  December  31,  2004 and 2003 and for the  reviews  of the
financial statements included in the Registrant's Quarterly Reports on Form 10-Q
were $25,000 for each of those years. There were no other audit related fees for
the years ended December 31, 2004 and 2003.

Tax Fees
--------
The aggregate fees billed by Weiser LLP (formerly, Rubin and Katz LLP) and their
respective  affiliates   (collectively,   "Weiser")  for  professional  services
rendered for the  preparation  of our annual tax returns were $8,300 for each of
the years ended December 31, 2004 and 2003. There were no other tax related fees
for the years ended December 31, 2004 and 2003.

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

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


                                       21
<PAGE>


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules

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

         Report of Independent Registered Public Accounting Firm           9

         Statements of Financial Condition as of December 31, 2004
           and 2003                                                       10

         Statements of Income for the years ended December 31, 2004,
           2003 and 2002                                                  11

         Statements of Changes in Partners' Capital (Deficit) for
           the years ended December 31, 2004, 2003 and 2002               12

         Statements of Cash Flows for the years ended December 31,
           2004, 2003 and 2002                                            13

         Notes to Financial Statements                                    14

(a) 2.   Financial Statement Schedules
         -----------------------------
         All schedules have been omitted  because they are not required
         or because the required information is contained in the finan-
         cial 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

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

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

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

(10D)    Mortgage  Note, dated September 27, 1990, with respect to
         Windemere Apartments in Wichita, Kansas, in the principal
         amount of $8,110,300 (incorporated by reference to Exhibit
         10(a) in the Registrant's  Form 8 Amendment  dated  October
         30, 1990 to 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 Amend-
         ment 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 Field-
         crest 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 refer-
         ence to Exhibit 10(c) in the Registrant's Current Report on
         Form 8-K dated August 27, 1991)

                                       22
<PAGE>

Item 15. Exhibits, Financial Statement Schedules (continued)

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

(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)

(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)

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

(10N)    Guaranty made for the benefit of the Registrant, dated
         January 1, 1995, with respect to the Modification  Agreement
         regarding  Mortenson Manor Apartments (incorporated by refer-
         ence to Exhibit (10Q) in the Registrant's Form 10-K for the
         fiscal year ended December 31, 1995)

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

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).


                                       23
<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 29, 2005                 By:   /s/ Alan P. Hirmes
                                           ------------------
                                           Alan P. Hirmes
                                           President (Principal Executive and
                                           Financial Officer)


                                       24
<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       March 29, 2005
Alan P. Hirmes        of the Registrant)                          --------------




/s/ Glenn F. Hopps    Treasurer (Principal Accounting
------------------    Officer) of CIP Associates, Inc.            March 29, 2005
Glenn F. Hopps        (the General Partner of the Registrant)     --------------


                                       25
<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, 2004 of the Partnership;

     2.  Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order 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 annual report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  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 annual 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 I
         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
         annual report was 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; and

         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 annual report based on such  evaluation;
         and

         d)  disclosed  in this  annual  report any change in the  Partnership's
         internal  control over  financial  reporting  that occurred  during the
         period ending  December 31, 2004 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 boards of directors of the General Partners:

         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 29, 2005
               --------------
                                           By: /s/ Alan P. Hirmes
                                               ------------------
                                               Alan P. Hirmes
                                               Principal Executive Officer and
                                               Principal Financial Officer



                                       26
<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, 2004 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 29, 2005



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