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, 2003

                                       OR

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

                         Commission File Number 0-18491

                           CAPITAL MORTGAGE PLUS L.P.
                           --------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                             13-3502020
-------------------------------                           ----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

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

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

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

     None

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

     Beneficial Assignment Certificates

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                             -----  -----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or 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,  2003  was
$17,330,811, 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 26
Page 1 of 33


<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,   Charter  Mortgage   Acceptance  Company
("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. The Mortgage and Equity Loan relating to the
Mortenson Manor Apartments ("Mortenson") was repaid in full on October 31, 2002.
The Mortgage and Equity Loan  relating to the Willow Trace  Apartments  ("Willow
Trace") was repaid in full on December 16, 1998.  The  Registrant has no present
expectation  as to when it may  dispose of its  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.

                                       2
<PAGE>


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

The  following  table lists the  Mortgages  and Equity  Loans as of February 28,
2004.
<TABLE>
<CAPTION>
                            Date      Original     Interest
                             of       Mortgage     Rate on      Equity      Final
                           Invest-      Loan       Mortgage      Loan      Endorse-   Term    Occu-
Project          Location   ment      Amount(2)    Loan (1)     Amount       ment      (5)    pancy
-------          --------  -------   -----------   --------   ----------   --------   -----   -----
<S>              <C>        <C>      <C>            <C>       <C>            <C>      <C>      <C>
Windemere        Wichita,   9/28/                    9.62%-                           40       93%
Apartments (3)   Kansas     1990     $ 8,110,300     10.7%    $  736,550      7/92    years
Fieldcrest III   Dothan,    8/27/                    8.75%-                           40       93%
Apartments       Alabama    1991       3,343,700    10.11%       383,300     11/92    years
Holly Ridge II   Gresham,   3/16/                    9.25%-                           40       94%
Apartments (4)   Oregon     1993       5,310,100     9.89%       684,400      6/95    years
                                     -----------              ----------

                                     $16,764,100              $1,804,250
                                     ===========              ==========
</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 Holly Ridge II Apartments ("Holly Ridge") and the Additional
Interest Guaranty agreements for Windemere Apartments ("Windemere").

(2) The  Windemere  Mortgage is co-insured  by HUD and RMC. The  Fieldcrest  and
Holly Ridge  Mortgages  are fully  insured by HUD. As of February 28, 2004,  all
loan amounts under the Mortgages have been disbursed.

(3) Default interest payments in the aggregate amount of approximately  $590,000
for the years ended  December  31, 1999  through  2003 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  $720,000 and $565,000 at
December 31, 2003 and 2002, respectively.

(4) Default interest  payments in the aggregate amount of approximately  $40,000
for the year ended  December 31, 2001 has 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  $40,000 at December
31, 2003.

(5) 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.

                                       3
<PAGE>

The  following is the interest  income from  Mortgages as a percentage  of total
revenues.
<TABLE>
<CAPTION>

                         2003             2002              2001
                         ----             ----              ----

<S>                      <C>              <C>               <C>
Mortenson*                0%              34%               20%
Windemere                49               25                37
Fieldcrest               19                9                16
Holly Ridge              31               16                24
</TABLE>

*  Repaid in full on October 31, 2002

Repayment of Mortgage Loan
--------------------------
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 where included in a distribution  of  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.

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.

                                       4
<PAGE>

                                     PART II

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

As of December 31, 2003,  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 3,473 registered  holders of an aggregate of $1,836,660 BACs,
as of March 3, 2004.

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 2003, 2002 and 2001, which are paid in subsequent
quarters, were as follows:
<TABLE>
<CAPTION>

         1st Quarter       2nd Quarter      3rd Quarter    4th Quarter    Total
         -----------       -----------      -----------    -----------  ---------

<S>        <C>               <C>               <C>          <C>          <C>
2003       .1271             .1285             .1299         .1299        .5154
2002       .2164             .2188             .2212        3.7200       4.3764
2001       .2164             .2188             .2212         .2212        .8776
</TABLE>

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

A total of $10,762,794 was  distributed to the limited  partners or BACs holders
during the years 2003,  2002 and 2001.  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 2003, 2002 and 2001 distributions (which was considered to be a return of
capital). Approximately $5,921,000, $0 and $396,000 paid to the limited partners
or BACs holders in each of the years ended  December  31,  2003,  2002 and 2001,
respectively,  represented  a  return  of  capital.  A  total  of  $151,688  was
distributed to the General Partner during 2003, 2002 and 2001.

The 2002 fourth quarter  distribution,  which was paid on February 14, 2003, was
funded primarily by the Mortenson repayment proceeds,  $3.59 per BAC of which is
considered to be a return of capital.

                                       5
<PAGE>


Item 6. Selected Financial Data.

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


                                                Year ended December 31,
                          -------------------------------------------------------------------
OPERATIONS                   2003          2002          2001          2000          1999
----------                -----------   -----------   -----------   -----------   -----------
<S>                       <C>           <C>           <C>           <C>           <C>
Interest income -
  Mortgage loans          $ 1,469,540   $ 2,490,705   $ 1,944,183   $ 1,994,946   $ 1,987,628
  Temporary investments        13,230        26,244        36,909        45,335        61,369
Other income                    2,782       451,800         3,302         3,352         6,517
                          -----------   -----------   -----------   -----------   -----------

Total revenues              1,485,552     2,968,749     1,984,394     2,043,633     2,055,514
                          -----------   -----------   -----------   -----------   -----------

Operating expenses            362,056       506,531       482,697       501,529       488,707

Provision for bad debts       141,748       146,388       262,062       175,493        54,549
                          -----------   -----------   -----------   -----------   -----------

Total Expenses                503,804       652,919       744,759       677,022       543,256
                          -----------   -----------   -----------   -----------   -----------

Net income                $   981,748   $ 2,315,830   $ 1,239,635   $ 1,366,611   $ 1,512,258
                          ===========   ===========   ===========   ===========   ===========

Net income per BAC        $      0.52   $     1.24    $      0.66   $      0.73   $      0.81
                          ===========   ===========   ===========   ===========   ===========

<CAPTION>

                                                Year ended December 31,
                          -------------------------------------------------------------------
FINANCIAL POSITION           2003          2002          2001          2000          1999
------------------        -----------   -----------   -----------   -----------   -----------
<S>                       <C>           <C>           <C>           <C>           <C>

Total assets              $17,130,807   $23,814,436   $23,159,100   $23,535,982   $23,822,034
                          ===========   ===========   ===========   ===========   ===========

CASH DISTRIBUTIONS

Distributions per BAC     $      0.52   $      4.38   $      0.88   $      0.88   $      0.88
                          ===========   ===========   ===========   ===========   ===========
</TABLE>

                                       6
<PAGE>

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

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

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

During  the year ended  December  31,  2003,  cash and cash  equivalents  of the
Registrant  decreased by approximately  $6,097,000 due to distributions  paid to
partners and BACs holders ($7,626,000) which exceeded cash provided by operating
activities  ($1,406,000) and collections of principal on Mortgages approximately
($123,000). Included in the adjustments to reconcile the net income to cash flow
provided by operating activities is amortization of approximately $98,000.

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 2004 and to fund
future distributions of $.52 per BAC per annum paid quarterly.

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.

Regular  quarterly  distributions  other  than  the  distribution  of  repayment
proceeds for the Mortenson Loans, which on an annual basis totaled approximately
$947,000  and  $1,612,000,  were made to the limited  partners  or BACs  holders
during  the  years  ended  December  31,  2003  and  2002,  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  $86,000  and  $33,000  was  distributed  to the General
Partner in each of the years ended December 31, 2003 and 2002, 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 three properties.  Due
to the prepayment of two 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.

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, 2003.

                                       7
<PAGE>

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.

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is 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  are  applicable  no
later than the first reporting  period ending after March 15, 2004. The adoption
of FIN 46 and FIN 46 (R) is not  anticipated  to 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
changes 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  is  effective  for all
financial  instruments  entered  into or  modified  after May 31,  2003,  and is
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.

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

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.

                                       8
<PAGE>

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  Hollyridge and the 2003 Guaranteed  Interest
due from Windemere.

2002 vs. 2001
-------------

Results of operations  for the years ended  December 31, 2002 and 2001 consisted
primarily of interest income of $2,491,000 and $1,944,000,  respectively, earned
from investments in Mortgages.

Interest income from temporary investments  decreased  approximately $11,000 for
the year ended  December  31, 2002 as compared to 2001,  primarily  due to lower
interest rates in 2002.

Other income  increased  approximately  $448,000 for the year ended December 31,
2002 as compared to 2001,  primarily due to the gain realized from the repayment
of the Mortenson Mortgage Loan and Equity Loan in 2002.

General and administrative  increased  approximately  $12,000 for the year ended
December  31, 2002 as compared  to 2001,  primarily  due to an increase in legal
expenses in 2002.

General and  administrative-related  parties increased approximately $21,000 for
the year ended  December  31,  2002 as  compared  to 2001,  primarily  due to an
increase  in  expenses  reimbursements  due to the  General  Partner  for  asset
monitoring and overhead.

A provision for bad debts of approximately $146,000 and $262,000 was charged for
the years ended December 2002 and 2001, respectively,  representing the 2002 and
2001 Guaranteed  Interest due from  Hollyridge and the 2002 Guaranteed  Interest
due from Windemere and the 2001  Guaranteed  Interest due from Mortenson and the
2001 and 2000 Guaranteed Interest due from Windemere.

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

The Registrant does not have any market risk sensitive instruments.

                                       9
<PAGE>

Item 8.  Financial Statements and Supplementary Data.

(a) 1.   Financial Statements                                            Page
         --------------------                                          --------
         Independent Auditors' Report                                     11

         Statements of Financial Condition as of December 31,
         2003 and 2002                                                    12

         Statements of Income for the years ended December 31,
         2003, 2002 and 2001                                              13

         Statements of Changes in Partners' Capital (Deficit)
         for the years ended December 31, 2003, 2002 and 2001             14

         Statements of Cash Flows for the years ended December 31,
         2003, 2002 and 2001                                              15

         Notes to Financial Statements                                    16

                                       10
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Partners of
Capital Mortgage Plus L.P.


We  audited  the  accompanying  statements  of  financial  condition  of Capital
Mortgage Plus, L.P. (a Delaware Limited Partnership) as of December 31, 2003 and
2002  and the  related  statements  of  income,  changes  in  partners'  capital
(deficit) and cash flows for the years ended  December 31, 2003,  2002 and 2001.
These financial  statements are the responsibility of the General Partners.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by 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, 2003 and 2002,  and the results of its  operations,  changes in
partners'  capital (deficit) and its cash flows for the years ended December 31,
2003, 2002 and 2001, in conformity with accounting principles generally accepted
in the United States of America.



/s/ REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
March 20, 2004


                                       11
<PAGE>


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

                                     ASSETS
<TABLE>
<CAPTION>
                                                                         December 31,
                                                                 ----------------------------
                                                                    2003             2002
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Investments in mortgage loans (Note 3)                           $ 15,891,923    $ 16,098,198
Cash and cash equivalents                                             561,730       6,659,016
Accrued interest receivable (net of allowance
  of $759,641 and $617,893)                                           193,876         153,135
Loan origination costs (net of accumulated
  amortization of $177,323 and $162,743)                              483,278         497,858
Other assets                                                                0         406,229
                                                                 ------------    ------------

Total Assets                                                     $ 17,130,807    $ 23,814,436
                                                                 ============    ============

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
  Accounts payable and other liabilities                         $     25,014    $     25,741
  Due to general partner and affiliates (Note 4)                       18,250          56,407
                                                                 ------------    ------------

Total liabilities                                                      43,264          82,148
                                                                 ------------    ------------

Partners' capital (deficit):
  Limited Partners (1,836,660 BACs issued
   and outstanding) (Note 1)                                       17,302,333      23,880,785
  General Partner                                                    (214,790)       (148,497)
                                                                 ------------    ------------

Total partners' capital (deficit)                                  17,087,543      23,732,288
                                                                 ------------    ------------

Total Liabilities and Partners' Capital (Deficit)                $ 17,130,807    $ 23,814,436
                                                                 ============    ============
</TABLE>

                See accompanying notes to financial statements.

                                       12
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                      Years Ended December 31,
                                ------------------------------------
                                   2003         2002          2001
                                ----------   ----------   ----------
<S>                             <C>          <C>          <C>
Revenues:

Interest income:
  Mortgage loans (Note 3)       $1,469,540   $2,490,705   $1,944,183
  Temporary investments             13,230       26,244       36,909
Other income                         2,782      451,800        3,302
                                ----------   ----------   ----------

Total revenues                   1,485,552    2,968,749    1,984,394
                                ----------   ----------   ----------

Expenses:

General and administrative          74,785       81,110       69,375
General and administrative-
  related parties (Note 4)         188,234      215,411      194,280
Provision for bad debts            141,748      146,388      262,062
Amortization                        99,037      210,010      219,042
                                ----------   ----------   ----------

Total expenses                     503,804      652,919      744,759
                                ----------   ----------   ----------

Net income                      $  981,748   $2,315,830   $1,239,635
                                ==========   ==========   ==========

Net income - limited partners   $  962,113   $2,269,513   $1,214,842
                                ==========   ==========   ==========

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

Net income per BAC              $     0.52   $     1.24   $     0.66
                                ==========   ==========   ==========
</TABLE>

                 See accompanying notes to financial statements.

                                       13
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>
                                                                    Limited        General
                                                     Total          Partners        Partner
                                                  ------------    ------------    ------------

<S>                                               <C>             <C>             <C>
Partners' capital (deficit) - January 1, 2001     $ 23,464,812    $ 23,618,659    $   (153,847)
Net income                                           1,239,635       1,214,842          24,793
Distributions                                       (1,643,427)     (1,610,558)        (32,869)
                                                  ------------    ------------    ------------

Partner's capital (deficit) - December 31, 2001     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)
                                                  ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                       14
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                           -----------------------------------------
                                                              2003           2002           2001
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Cash flows from operating activities:
Net income                                                 $   981,748    $ 2,315,830    $ 1,239,635
                                                           -----------    -----------    -----------

Adjustments to reconcile net income to net cash
  provided  by  operating activities:
Provision for bad debts                                        141,748        146,388        262,062
Gain on recovery of amortized portion of
  Mortenson Equity Loan                                              0       (569,859)             0
Loss of unamortized portion of Mortenson
  Loan costs                                                         0        121,561              0
Amortization                                                    99,037        210,010        219,042
Amortization of interest rate buydown                             (982)        (1,452)        (1,452)
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest receivable            (182,489)       109,095        (67,751)
Decrease (increase) in other assets                            406,229       (406,229)             0
(Decrease) increase in accounts payable
  and other liabilities                                           (727)           741              0
(Decrease) increase in due to general partner
  and affiliates                                               (38,157)       (16,673)        26,911
                                                           -----------    -----------    -----------
Total adjustments                                              424,659       (406,418)       438,812
                                                           -----------    -----------    -----------

Net cash provided by operating activities                    1,406,407      1,909,412      1,678,447
                                                           -----------    -----------    -----------

Cash flows from investing activities:
Receipt of principal on mortgage loans                         122,800      4,705,496        156,374
Receipt of principal on equity loan                                  0        577,885              0
                                                           -----------    -----------    -----------

Net cash provided by investing activities                      122,800      5,283,381        156,374
                                                           -----------    -----------    -----------

Cash flows from financing activities:
Distributions to partners                                   (7,626,493)    (1,644,562)    (1,643,427)
                                                           -----------    -----------    -----------

Net cash used in financing activities                       (7,626,493)    (1,644,562)    (1,643,427)
                                                           -----------    -----------    -----------

Net (decrease) increase  in cash and cash
  equivalents                                               (6,097,286)     5,548,231        191,394

Cash and cash equivalents at beginning of year               6,659,016      1,110,785        919,391
                                                           -----------    -----------    -----------

Cash and cash equivalents at end of year                   $   561,730    $ 6,659,016    $ 1,110,785
                                                           ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       15
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


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
($100,000,000)   Beneficial   Assignment   Certificates   ("BACs")  representing
assignments of limited partnership  interests.  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,  Charter  Mortgage
Acceptance Company  ("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.

                                       16
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


The accrued cash distributions per BAC were  approximately  $.52, $4.38 and $.88
for 2003,  2002 and 2001. The 2003, 2002 and 2001  distributions  were made from
adjusted cash flow from  operations  (and, in particular,  of the fourth quarter
2002 distribution which was paid on February, 14, 2003 from the repayment of the
Mortenson loan, $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.

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.

                                       17
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001



Note 3 - Investments in Mortgage Loans

Information relating to investments in Mortgages and Equity Loans as of December
31, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>



                                                                         Amounts Advanced
                                            -----------------------------------------------------------------------
              No. of
              Apart-              Final                                   Total      Investments in    Investments
Property/      ment    Invest-   Maturity                  Equity        Amounts       Loans at        in Loans at
Location       Unit     ment       Date      Mortgages      Loans       Advanced     12/31/2003(E)    12/31/2002(E)
---------     ------   -------   --------   -----------   ----------   -----------   --------------   -------------
<S>            <C>      <C>        <C>      <C>           <C>          <C>           <C>                <C>
Windemere      204      9/1990     9/2030     8,110,300      736,550     8,846,850     7,583,559          7,650,456
Apts./
Wichita, KS

Fieldcrest     112      8/1991     8/2031     3,343,700      383,300     3,727,000     3,163,777          3,214,166
III
Apts./
Dothan, AL

Holly          144      3/1993     3/2033     5,310,100      684,400     5,994,500     5,144,587          5,233,576
Ridge II
Apts./
Gresham, OR
                                            -----------------------------------------------------------------------


Total                                       $16,764,100   $1,804,250   $18,568,350   $15,891,923        $16,098,198

                                            =======================================================================

<CAPTION>

                     Interest earned by the Partnership during 2003
              ---------------------------------------------------------------
                   Non-contingent                     Contingent
              --------------------------   ----------------------------------
                               Default     Annual      Partici-
              Base Interest   Interest     Yield        pation       Total
Property/        Amount/       Amount/     Amount/      Amount/     Interest
Location         Rate (A)      Rate (B)    Rate (C)    Rate (D)      Earned
---------     -------------  -----------   --------   ----------   ----------
<S>              <C>           <C>         <C>        <C>          <C>
Windemere          605,366      123,525           0            0      728,891
Apts./               7.95%        1.60%       1.08%       30.00%
Wichita, KS

Fieldcrest         275,579            0           0            0      275,579
III
Apts./               8.68%           0%       1.36%       30.00%
Dothan, AL

Holly              413,475       51,595           0            0      465,070
Ridge II
Apts./              8.125%        1.00%        .64%       30.00%
Gresham, OR
              ---------------------------------------------------------------


Total           $1,294,420     $175,120    $      0   $        0   $1,469,540
              ===============================================================

</TABLE>


<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


(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  $15,823,007
and $68,916  respectively,  at December 31, 2003 and  $15,945,807  and $152,391,
respectively, at December 31, 2002.
<TABLE>
<CAPTION>
                                          2003            2002
                                      ------------    ------------

<S>                                   <C>             <C>
Investment in loans January 1,        $ 16,098,198    $ 21,002,372

Additions:
Fieldcrest discount amortization               982           1,452
                                      ------------    ------------

                                               982           1,452
                                      ------------    ------------

Deductions:

Amortization of equity loans               (84,457)       (192,104)
Collection of principal-Mortgages
                       -Mortenson                0      (4,587,002)
                       -Windemere          (67,015)        (61,867)
                       -Fieldcrest         (23,829)        (21,839)
                       -Holly Ridge        (31,956)        (34,788)
Collection of principal-Equity Loan
                       -Mortenson*               0          (8,026)
                                      ------------    ------------
                                          (207,257)     (4,905,626)
                                      ------------    ------------

Investment in loans December 31,      $ 15,891,923    $ 16,098,198
                                      ============    ============
</TABLE>

*  This is the  unamortized  portion of the Equity  Loan and the  balance of the
   $577,885 repaid is included in other income on the Statements of Income.

The Windemere  Mortgage is co-insured  by HUD and Related  Mortgage  Corporation
("RMC").  The  Fieldcrest  III and Holly Ridge II Mortgages  are insured by HUD.
Mortenson was co-insured by HUD and RMC.

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.

                                       19
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


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, 2003, 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,  $125,000
and $88,000 for the years ended December 31, 2003, 2002 and 2001.  Hollyridge II
has not paid its default interest of  approximately  $52,000 and $40,000 for the
years  ended  December  31,  2003  and  2001.  As a  result,  an  allowance  for
uncollectability  relating to the  default  interest  amounted to  approximately
$760,000 and $618,000 at December 31, 2003 and 2002, respectively.

NOTE 4 - Related Parties

The costs  incurred to related  parties for the years ended  December  31, 2003,
2002 and 2001 were as follows:
<TABLE>
<CAPTION>
                                      2003       2002       2001
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Partnership management fees (a)     $ 97,287   $119,098   $126,368
Expense reimbursement (b)             90,947     96,313     67,912
                                    --------   --------   --------

Total general and administrative-
  related parties                   $188,234   $215,411   $194,280
                                    ========   ========   ========
</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, 2003, 2002 and 2001, payments of approximately  $122,000,  $126,000
and $126,000 were made,  respectively.  At December 31, 2003 and 2002, a balance
of approximately $0 and $24,000 were 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, 2003,  2002 and 2001,  payments of
approximately $104,000,  $106,000 and $41,000 were made, respectively,  relating
to these costs.  As of December 31, 2003 and 2002,  the General  Partner and its
affiliates were due approximately $19,000 and $32,000, 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.

                                       20
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


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 2003, the account balance exceeded the FDIC limit.

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, 2003,  the estimated  carrying value of the Mortgages and Equity
Loans  approximated  fair value.  The estimated fair values at December 31, 2003
were based on  internal  valuations  of the three  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.

                                       21
<PAGE>

                           CAPITAL MORTGAGE PLUS L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 and 2001


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

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

<S>                            <C>                  <C>                  <C>
Total Revenue                  $   392,458          $   369,127          $   368,774
Net earnings (loss)                279,371              247,029              214,328

Fiscal Year 2002
-----------------------

Total Revenue                  $   470,728          $   470,872          $   469,047
Net earnings (loss)                301,322              306,356              289,205
</TABLE>


NOTE 8 - Subsequent Event

On February  14,  2004,  distributions  of $238,654  and $4,870 were paid to BAC
holders  and the General  Partner,  respectively,  representing  the 2003 fourth
quarter distributions.


                                       22
<PAGE>


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

None.

Item 9A. Controls and Procedures.

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

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


                                    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,  Charter  Mortgage  Acceptance  Company  ("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.  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.

                                       23
<PAGE>

CIP Associates Inc.

     Name                            Position                Position Held Since
---------------               ---------------------          -------------------
Stephen M. Ross               Director                              1988

Stuart J. Boesky              Senior Vice President                 1988

Alan P. Hirmes                Senior Vice President                 1988

Glenn F. Hopps                Treasurer                             1998

Teresa Wicelinski             Secretary                             1998

STEPHEN M. ROSS, 63, is a Director of the General Partner. Mr. Ross is President
of The Related Companies, L.P. He graduated from The University of Michigan with
a Bachelor of Business Administration degree and from Wayne State School of Law.
Mr.  Ross  then  received  a Master  of Law  degree  in  taxation  from New York
University  School of Law. He joined the accounting firm of Coopers & Lybrand in
Detroit as a tax specialist and later moved to New York, where he worked for two
large Wall Street  investment  banking  firms in their real estate and corporate
finance departments.  Mr. Ross formed The Related Companies, Inc. ("Related") in
1972,  to  develop,  manage,  finance and acquire  subsidized  and  conventional
apartment  developments.  To date, Related has developed multi-family properties
totaling  in excess of 25,000  units,  all of which it  manages.  Mr.  Ross also
serves on the Board of Trustees of Charter Municipal Mortgage Acceptance Company
("CharterMac")  which is a public company managed by an affiliate of the General
Partner.

STUART J. BOESKY,  47, 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
American Mortgage Acceptance Company.

ALAN P.  HIRMES,  49, is a Senior Vice  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.

GLENN F. HOPPS, 41, 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,  38, 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.

                                       24
<PAGE>

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

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, 2004, 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,  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, 2003
and  2002  and for the  reviews  of the  financial  statements  included  in the
Registrant's  Quarterly  Reports on Form 10-Q for those  years were  $25,000 and
$25,000, respectively.

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  for the years  ended
December 31, 2003 and 2002 were $8,300 and $8,000, respectively.

                                       25
<PAGE>


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.




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

         Independent Auditors' Report                                     11

         Statements of Financial Condition as of December 31,
         2003 and 2002                                                    12

         Statements of Income for the years ended December 31,
         2003, 2002 and 2001                                              13

         Statements of Changes in Partners' Capital (Deficit)
         for the years ended December 31, 2003, 2002 and 2001             14

         Statements of Cash Flows for the years ended December 31,
         2003, 2002 and 2001                                              15

         Notes to Financial Statements                                    16


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

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

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

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

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

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

(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)


                                       26
<PAGE>

                                                                      Sequential
                                                                         Page
                                                                      ----------

(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
         Amendment dated October 30, 1990 to Current Report on Form
         8-K dated September 28, 1990)

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

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

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

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

(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)

                                       27
<PAGE>

                                                                      Sequential
                                                                         Page
                                                                      ----------

(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  reference  to  Exhibit  (10Q)  in  the Registrant's
         Form 10-K for the fiscal year ended December 31, 1995)

99.      Additional Exhibits
         -------------------

(a)      Reports on Form 8-K
         -------------------

         On January 6, 2004,  Registrant  filed with the SEC a
         Current Report on Form 8-K.  This Current  Report  contained
         details  regarding a tender offer by Paco  Development,
         L.L.C. and  Registrant's  response to such tender offer
         via a press release.

(b)      Exhibits:

         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).


                                       28
<PAGE>


                                   SIGNATURES



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


                           CAPITAL MORTGAGE PLUS L.P.
                                  (Registrant)



                                            By:    CIP ASSOCIATES, INC.
                                                   General Partner



Date:  March 30, 2004                              By: /s/ Alan P. Hirmes
                                                       ------------------
                                                       Alan P. Hirmes
                                                       Senior Vice President
                                                       (Principal Executive and
                                                       Financial Officer)


                                       29
<PAGE>



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


     Signature                         Title                           Date
-------------------     ---------------------------------------   --------------

                        Senior Vice President (principal
/s/ Alan P. Hirmes      executive and financial officer)
------------------      of CIP Associates, Inc.
Alan P. Hirmes          (the General Partner of the Registrant)   March 30, 2004




/s/ Glenn F. Hopps      Treasurer (principal accounting
------------------      officer) of CIP Associates, Inc.
Glenn F. Hopps          (the General Partner of the Registrant)   March 30, 2004



/s/ Stephen M. Ross
-------------------     Director of CIP Associates, Inc.
Stephen M. Ross         (the General Partner of the Registrant)   March 30, 2004


                                       30
<PAGE>
                                                                    Exhibit 31.1

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


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

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         December 31, 2003 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;

                                       31
<PAGE>

         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, 2003 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 30, 2004
               --------------
                           By: /s/ Alan P. Hirmes
                               ------------------
                               Alan P. Hirmes
                               Principal Executive Officer and
                               Principal Financial Officer


                                       32
<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, 2003 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.


By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Principal Executive Officer and
     Principal Financial Officer
     March 30, 2004