UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                      CityplaceWashington, StateD.C. 20004

                                   FORM 10-K/A
                                 AMENDMENT NO.1

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


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

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


                         Commission File Number 1-13237

                                   CHARTERMAC
         (Exact name of Registrant as specified in its Trust Agreement)

            DELAWARE                                             13-3949418
(State or other jurisdiction                                (I.R.S. Employer
 of 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) 317-5700

           Securities registered pursuant to Section 12(b) of the Act:
                          SHARES OF BENEFICIAL INTEREST

                   Name of each exchange on which registered:
                             NEW YORK STOCK EXCHANGE

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

                                      NONE

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

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

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

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer (as defined in Rule 12b-2 of the
Exchange Act). Large Accelerated filer [X] Accelerated filer [ ] Non-accelerated
filer [ ]

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

The  aggregate  market  value of common  equity  held by  non-affiliates  of the
registrant as of June 30, 2005 was approximately $1,108,635,000.

As of  February  28,  2006  there  were  52,018,956  outstanding  shares  of the
registrant's shares of beneficial interest.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III:  Those  portions of the  registrant's  Proxy  Statement for the Annual
Meeting to be held in June 2006 which are incorporated into Items 10, 11, 12 and
13.


<PAGE>



                                EXPLANATORY NOTE


This  amendment to the Annual Report on Form 10-K/A for the year ended  December
31, 2005, of CharterMac ("the Company") is being filed to amend and restate Item
9A to clarify management's conclusion that the Company's Disclosure Controls and
Procedures  were  effective  as of December  31,  2005,  by  including  specific
affirmative  language to that effect  pursuant  to Rule 307 of  Regulation  S-K,
which language was inadvertently omitted from the original filing on Form 10-K.


There were no other changes made to the  Company's  Form 10-K for the year ended
December 31, 2005.


<PAGE>



ITEM 9A.  DISCLOSURE CONTROLS AND PROCEDURES

          (a)  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.  Our Chief
               Executive  Officer and Chief Financial Officer have evaluated the
               effectiveness  of our  disclosure  controls  and  procedures  (as
               defined in Rule 13a-15(e) or Rule 15a-15(e)  under the Securities
               Exchange Act of 1934, as amended (the "Exchange  Act")) as of the
               end of the period  covered by this annual  report.  Based on such
               evaluation,  such officers  have  concluded  that our  disclosure
               controls and  procedures  as of the end of the period  covered by
               this annual  report  were  effective  to ensure that  information
               required to be  disclosed  by the Company in the reports that the
               Company  files or submits  under the  Exchange  Act is  recorded,
               processed,  summarized  and  reported,  within  the time  periods
               specified  in the SEC rules and  forms,  and to ensure  that such
               information  is  accumulated  and  communicated  to the Company's
               management,  including  the  Chief  Executive  Officer  and Chief
               Financial  Officer,  as  appropriate,  to allow timely  decisions
               regarding required disclosure.


          (b)  INTERNAL  CONTROL OVER  FINANCIAL  REPORTING.  To  remediate  the
               material  weaknesses in internal  controls  identified during the
               Company's   evaluation   pursuant   to   Section   404   of   the
               Sarbanes-Oxley    Act   of   2002   as   of   the   year    ended
               December 31, 2004, during 2005, we have:

               (i)  hired a director of taxation, a newly created position;
               (ii) increased the use of third-party  tax service  providers for
                    the more complex areas of our tax  accounting  and increased
                    formality  and  rigor  of  controls  and   procedures   over
                    accounting for income taxes;
               (iii) strengthened  our due  diligence  procedures  in  reviewing
                    acquisition   candidates  to  ensure  that   interaction  of
                    accounting principles that might require prospective changes
                    are identified on a timely basis;
               (iv) strengthened  our analytical  procedures  with regard to the
                    preparation  and review of all  consolidation  eliminations;
                    and
               (v)  completed the  conversion of all  subsidiaries  to a unified
                    accounting system.

          Management  believes  that the material  weaknesses  identified in the
          prior year have been remediated.  Refer to MANAGEMENT'S  REPORT ON THE
          EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING on page 50.


<PAGE>



                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


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

2.1       Securities  Purchase  Agreement,  dated as of August 15, 2006,  by and
          among the Company,  ARCap Investors,  the Selling Members, ARCap REIT,
          AISR, CM Corp and CM ARCap Investors (incorporated by reference to our
          Current  Report on Form 8-K,  filed with the  Commission on August 21,
          2006).

3.1(a)    Certificate   of   Business  Trust  dated   as  of   August  12,  1996
          (incorporated by reference to our  Registration  Statement on Form 10,
          filed with the Commission on August 1, 1997).

3.1(b)    Certificate  of  Amendment of  the  Restated  Certificate  of Business
          Trust (incorporated by reference to our Registration Statement on Form
          S-8, filed with the Commission on November 24, 2003).

3.1(c)    Second  Amended  and Restated Trust Agreement dated as of November 17,
          2003 (previously filed as part of our filing on Form 10-K on March 15,
          2006)

3.1(d)    Amendment  No. 1  to Second Amended and Restated Trust Agreement dated
          as of September  20, 2005  (incorporated  by referenced to our Current
          Report on Form 8-K, filed with the Commission on September 22, 2005).

3.1(e)    Amendment  No. 2  to Second Amended and Restated Trust Agreement dated
          as  of  November  30,  2005   (incorporated   by   referenced  to  our
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          January 3, 2006).

3.1(f)    Amendment  No. 3  to  Second  Amended  and  Restated  Trust  Agreement
          (incorporated  by  reference  to Exhibit  3.1(a) in our June 30,  2006
          Quarterly Report on Form 10-Q).

3.2(a)    Fourth  Amended  and Restated  Bylaws  (incorporated  by referenced to
          our Current Report on Form 8-K, filed with the Commission on September
          22, 2005).

3.2(b)    Amendment  No. 1  to Fourth  Amended and Restated  Bylaws  (previously
          filed as part of our filing on Form 10-K on March 15, 2006)

4.1       Specimen  Copy of  Share  Certificate  for  shares  of our  beneficial
          interest  (incorporated by reference to our Registration  Statement on
          Form S-8, filed with the Commission on November 24, 2003).

4.2       Certificate of Designation of Special  Preferred Voting Shares,  dated
          November 17, 2003  (incorporated by reference to our Current Report on
          Form 8-K, filed with the Commission on December 1, 2003).

10(a)     Management  Agreement  dated  as of November 17, 2003,  between us and
          Related  Capital  Company LLC  (incorporated  by  reference to Exhibit
          10(a) in our December 31, 2003 Annual Report on Form 10-K).

10(b)     Insurance  Agreement among MBIA, CharterMac,  Origination Trust, Owner
          Trust,  CharterMac  Floater  Certificate  Trust ("Floater  Certificate
          Trust"),   First   Tennessee   Bank   National   Association   ("First
          Tennessee"),   Related   Charter   LP,   and   Bayerische   Landesbank
          Girozentrale,  New York Branch ("Bayerische") dated as of May 21, 1998
          (incorporated  by  reference to Exhibit 10 (aaay) in our June 30, 1998
          Quarterly Report on Form 10-Q).


<PAGE>



10(c)     Liquidity  Agreement  among Owner Trust,  Floater  Certificate  Trust,
          First  Tennessee,  MBIA  and  Bayerische  dated  as of  May  21,  1998
          (incorporated  by  reference to Exhibit 10 (aaaz) in our June 30, 1998
          Quarterly Report on Form 10-Q).

10(d)     Liquidity  Pledge  and Security  Agreement  among  Origination  Trust,
          Owner Trust,  Floater  Certificate  Trust,  MBIA,  First Tennessee and
          Bayerische  dated as of May 21, 1998  (incorporated  by  reference  to
          Exhibit  10  (aaaaa)  in our June 30,  1998  Quarterly  Report on Form
          10-Q).

10(e)     Fee Agreement  among  Wilmington  Trust Company,  Floater  Certificate
          Trust  and  CharterMac  dated  as of May  21,  1998  (incorporated  by
          reference to Exhibit 10 (aaaab) in our June 30, 1998 Quarterly  Report
          on Form 10-Q).

10(f)     Certificate  Placement Agreement (incorporated by reference to Exhibit
          10 (aaaac) in our June 30, 1998 Quarterly Report on Form 10-Q).

10(g)     Remarketing  Agreement  (incorporated  by  reference  to   Exhibit  10
          (aaaad) in our June 30, 1998 Quarterly Report on Form 10-Q).

10(h)     Contribution  Agreement dated as of December 17, 2002 (incorporated by
          reference to our Preliminary  Proxy Statement on Schedule 14A filed on
          February 2, 2003).

10(i)     Amended   and  Restated  Operating  Agreement  of  CharterMac  Capital
          Company LLC, dated as of November 17, 2003  (incorporated by reference
          to our  Current  Report  on Form 8-K,  filed  with the  Commission  on
          December 1, 2003).

10(j)     Special  Preferred  Voting  Shares  Purchase  Agreement,  dated  as of
          November 17, 2003, by and among the Company and APH  Associates  L.P.,
          DLK Associates L.P., Marc Associates,  L.P.,  Related General II, L.P.
          and SJB  Associates  L.P.  (incorporated  by  reference to our Current
          Report on Form 8-K, filed with the Commission on December 1, 2003).

10(k)     Standstill Agreement, dated as of November 17, 2003, by and among the
          Company and APH Associates L.P., DLK Associates L.P., Marc Associates,
          L.P.,  Related General II, L.P. and SJB Associates L.P.  (incorporated
          by  reference  to our  Current  Report  on Form  8-K,  filed  with the
          Commission on December 1, 2003).

10(l)     Voting  Agreement,  dated  as of November 17,  2003,  by and among the
          Company and APH Associates L.P., DLK Associates L.P., Marc Associates,
          L.P.,  Related General II, L.P. and SJB Associates L.P.  (incorporated
          by  reference  to our  Current  Report  on Form  8-K,  filed  with the
          Commission on December 1, 2003).

10(m)     Exchange  Rights  Agreement,  dated as of November 17,  2003,  by  and
          among CharterMac Capital Company,  LLC,  CharterMac  Corporation,  APH
          Associates  L.P., DLK Associates L.P, Marc Associates,  L.P.,  Related
          General II, L.P. and SJB Associates L.P. (incorporated by reference to
          our Current  Report on Form 8-K, filed with the Commission on December
          1, 2003).

10(n)     Lock-up  Agreement  of Denise  L.  Kiley,  dated  November  17,  2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(o)     Lock-up  Agreement  of  Alan  P.  Hirmes,  dated   November  17,  2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).


<PAGE>



10(p)     Lock-up  Agreement  of  Marc D.  Schnitzer,  dated  November  17, 2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(q)     Lock-up  Agreement  of  Stuart J.  Boesky,  dated  November  17,  2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(r)     Lock-Up  Agreement  of  Stephen  M.  Ross,  dated  November  17,  2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(s)     Employment  Agreement  of Alan P.  Hirmes,  dated  November  17, 2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(t)     Employment  Agreement of Marc D.  Schnitzer,  dated  November 17, 2003
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003)

10(u)     Future  Relations  Agreement,  dated  as of November 17, 2003,  by and
          among Stephen Ross, Related General II L.P., RCMP Management Inc., the
          Related  Companies,   L.P.,  and  CharterMac   Capital  Company,   LLC
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(v)     Ross Non-Qualified  Share Option Agreement  (incorporated by reference
          to our  Registration  Statement  on Form S-8,  filed on  November  24,
          2003).

10(w)     Registration Rights Agreement,  dated  as of November 17, 2003, by and
          among our Company and APH Associates  L.P., DLK Associates  L.P., Marc
          Associates,  L.P.,  Related  General II, L.P. and SJB Associates  L.P.
          (incorporated by reference to our Registration  Statement on Form S-8,
          filed on November 24, 2003).

10(x)     Shared  Services  Agreement,  dated  as of November 17,  2003,  by and
          among The Related Companies,  L.P., Related  Management  Company,  and
          CharterMac  Capital Company  (incorporated by reference to our Current
          Report on Form 8-K, filed with the Commission on December 1, 2003).

10(y)     Other  Services  Agreement,  dated  November 17, 2003, by  and between
          Relcap  Holding  Company  LLC  and  CharterMac  Capital  Company,  LLC
          (incorporated  by reference to our Current  Report on Form 8-K,  filed
          with the Commission on December 1, 2003).

10(z)     CharterMac  Guaranty,   dated  December  17,  2002   (incorporated  by
          reference to our Current Report on Form 8-K, filed with the Commission
          on December 1, 2003).

10(aa)    Restricted  Share  Plan (incorporated by reference to our Registration
          Statement  on Form S-8,  filed with the  Commission  on  November  24,
          2003).

10(ab)    Amended  and  Restated Incentive Share Plan (incorporated by reference
          to our Form S-8/A, filed with the Commission on March 2, 2004).

10(ac)    Form  of  Non-Qualified Share Option Award Agreement. (incorporated by
          reference to Exhibit  10(af) in our December 31, 2004 Annual Report on
          Form 10-K).

10(ad)    Form  of  Restricted Share Award Agreement. (incorporated by reference
          to Exhibit  10(ag) in our  December  31,  2004  Annual  Report on Form
          10-K).


<PAGE>



10(ae)    Separation   and   consulting   agreement   with   Stuart   J.  Boesky
          (incorporated  by reference to our current  report on Form 8-K,  filed
          with the Commission on November 9, 2005).

10(af)    Amended  And  Restated  Credit  Agreement Dated As Of July 16, 2004 by
          and among  CharterMac,  Charter Mac  Corporation,  and Fleet  National
          Bank, As Agent and Lenders,  as amended  (previously  filed as part of
          our filing on Form 10-K on March 15, 2006).

10(ag)    Amended  and  Restated   Mortgage  Warehousing  Credit   and  Security
          Agreement,  dated as of March  18,  2005,  by and  between  CharterMac
          Mortgage Capital  Corporation,  Fleet National Bank, a Bank of America
          Company, as Agent and Lenders, as amended (previously filed as part of
          our filing on Form 10-K on March 15, 2006).

10(ah)    Acquisition  Loan  Agreement,  dated  as  of December 24, 2001,  among
          Charter Mac Corporation,  as Borrower,  Fleet National Bank, as Agent,
          and the Lenders, as amended (previously filed as part of our filing on
          Form 10-K on March 15, 2006).

10(ai)    Ninth  Amended  and Restated  Loan  Agreement  $90,000,000  Tax Credit
          Warehouse  Capital Line of Credit to RCC Credit  Facility,  L.L.C.  as
          amended  (previously filed as part of our filing on Form 10-K on March
          15, 2006).

10(aj)    Investment   Agreement  and   Acquisition  of  Capri  Capital  Limited
          Partnership by CM Investor LLC dated March 11, 2005 (previously  filed
          as part of our filing on Form 10-K on March 15, 2006).

10(ak)    Second  Amended  and  Restated  Advisory  Services  Agreement  between
          American  Mortgage  Acceptance  Company and CharterMac AMI Associates,
          Inc. (previously filed as part of our filing on Form 10-K on March 15,
          2006).

10(al)    First  Amendment  to   the  Loan  Agreement  between   CharterMac  and
          American  Mortgage  Acceptance  Company  (incorporated by reference to
          Exhibit  10.1 in our  Current  Report  on Form  8-K,  filed  with  the
          Commission on April 26, 2006).

10(am)    Second  Amendment  to  the  Loan   Agreement  between  CharterMac  and
          American  Mortgage  Acceptance  Company  (incorporated by reference to
          Exhibit  10.2 in our  Current  Report  on Form  8-K,  filed  with  the
          Commission on April 26, 2006).

10(an)    Amended  and  Restated  Credit  Note between  CharterMac  and American
          Mortgage Acceptance Company (incorporated by reference to Exhibit 10.3
          in our Current  Report on Form 8-K, filed with the Commission on April
          26, 2006).

10(ao)    Fifth  Amendment  to  the Credit  Agreement  by and among  Charter Mac
          Corporation,  as borrower,  and CharterMac  and CM Holding  Trust,  as
          guarantors,  with Bank of America, N.A.  (incorporated by reference to
          Exhibit  10.1 in our  Current  Report  on Form  8-K,  filed  with  the
          Commission on May 4, 2006).

10(ap)    Limited   Liability   Company  Agreement  dated   June  28,  2006   of
          Centerbrook  Holdings LLC and IXIS Financial Products Inc. and Charter
          Mac Corporation (incorporated by reference to Exhibit 10.1 in our June
          30, 2006 Quarterly Report on Form 10-Q).

10(aq)    Unitholder  and  Warrant  Agreement  among  Centerbrook  Holdings LLC,
          IXIS Financial Products Inc. and Charter Mac Corporation,  dated as of
          June 28, 2006  (incorporated  by reference to Exhibit 10.2 in our June
          30, 2006 Quarterly Report on Form 10-Q).

10(ar)    Limited  Liability  Company  Agreement  of Centerbrook  Financial LLC,
          dated as of June 28, 2006  (incorporated  by reference to Exhibit 10.3
          in our June 30, 2006 Quarterly Report on Form 10-Q).


<PAGE>



10(as)    Senior  Loan  Agreement among  Centerbrook  Financial LLC, the lenders
          that are party thereto and Citibank,  N.A., as senior agent,  dated as
          of June 28, 2006  (incorporated  by  reference  to Exhibit 10.4 in our
          June 30, 2006 Quarterly Report on Form 10-Q).

10(at)    Mezzanine  Loan   Agreement  among   Centerbrook  Financial  LLC,  the
          lenders that are party  thereto and  Citibank,  N.A., as senior agent,
          dated as of June 28, 2006  (incorporated  by reference to Exhibit 10.5
          in our June 30, 2006 Quarterly Report on Form 10-Q).

10(au)    Subordination  and  Security  Agreement  among  Centerbrook  Financial
          LLC,  Deutsche Bank Trust  Company  Americas,  and Citibank,  N.A., as
          senior  agent  and  mezzanine  agent,   dated  as  of  June  28,  2006
          (incorporated  by  reference  to  Exhibit  10.6 in our June  30,  2006
          Quarterly Report on Form 10-Q).

10(av)    Guarantee   Agreement  among  CharterMac and  IXIS Financial  Products
          Inc., dated as of June 28, 2006  (incorporated by reference to Exhibit
          10.7 in our June 30, 2006 Quarterly Report on Form 10-Q).

10(aw)    Right  of  First  Refusal  Letter  Agreement   among   CharterMac  and
          Centerbrook  Financial LLC, dated as of June 28, 2006 (incorporated by
          reference  to Exhibit  10.8 in our June 30, 2006  Quarterly  Report on
          Form 10-Q).

10(ay)    Fee  Letter  among  IXIS  Capital  Markets   North  America  Inc.  and
          Centerbrook  Holdings LLC, dated as of June 28, 2006  (incorporated by
          reference  to Exhibit  10.9 in our June 30, 2006  Quarterly  Report on
          Form 10-Q).

10(az)    Credit  Support  Swap  between  Charter  Mac  Origination  Trust 1 and
          Centerbrook  Financial LLC (incorporated by reference to Exhibit 10.10
          in our June 30, 2006 Quarterly Report on Form 10-Q).

10(ba)    Second  Amended  and Restated Limited  Liability  Company Agreement of
          ARCap  Investors,  dated as of August 15, 2006,  by and among CM ARCap
          Investors,  Leonard W. Cotton and James L.  Duggins  (incorporated  by
          reference  to Exhibit  10.1 in our Current  Report on Form 8-K,  filed
          with the Commission on August 21, 2006).

10(bb)    Exchange Rights  Agreement, dated  as of August 15, 2006, by and among
          the Company,  ARCap Investors,  CM ARCap Investors,  Leonard W. Cotton
          and James L. Duggins (incorporated by reference to Exhibit 10.2 in our
          Current  Report on Form 8-K,  filed with the  Commission on August 21,
          2006).

10(bc)    Registration  Rights  Agreement,  dated  as of August 15, 2006, by and
          among the Company, CM ARCap Investors,  Leonard W. Cotton and James L.
          Duggins  (incorporated  by  reference  to Exhibit  10.3 in our Current
          Report on Form 8-K, filed with the Commission on August 21, 2006).

10(bd)    Employment  Agreement,  dated  as  of August 15, 2006,  by and between
          Leonard W. Cotton and ARCap REIT (incorporated by reference to Exhibit
          10.4 in our Current  Report on Form 8-K,  filed with the Commission on
          August 21, 2006).

10(be)    Employment  Agreement,  dated  as of  August 15, 2006,  by and between
          James L. Duggins and ARCap REIT  (incorporated by reference to Exhibit
          10.5 in our Current  Report on Form 8-K,  filed with the Commission on
          August 21, 2006).

10(bf)    Revolving  Credit  and  Term  Loan  Agreement,  dated as of August 15,
          2006, by and among the Company,  CM Corp.,  the  Guarantors  listed on
          Schedule 1 thereto, the Lenders named therein,  Bank of America,  N.A.
          and UBS Securities LLC, as agents,  Bank of America,  N.A., as issuing
          bank and swingline  lender and as  administrative  agent,  and Banc of
          America  Securities,  LLC  and  UBS  Securities  LLC,  as  joint  lead
          arrangers  and joint  book  managers  (incorporated  by  reference  to
          Exhibit  10.6 in our  Current  Report  on Form  8-K,  filed  with  the
          Commission on August 21, 2006).


<PAGE>



10(bg)    Restructuring  Agreement  dated  August 31, 2006,  among  Capri Realty
          Holdings,  LLC, Quintin Primo, Brian Fargo and Daryl Carter et al. and
          CM Investor  LLC  (incorporated  by  reference  to Exhibit 10.1 in our
          Current  Report on Form 8-K, filed with the Commission on September 6,
          2006).

12        Ratio of earnings to fixed charges and preferred dividends (previously
          filed as part of our filing on Form 10-K on March 15, 2006).

21        Subsidiaries of our Company (previously filed as part of our filing on
          Form 10-K on March 15, 2006).

23        Consent of Independent  Registered  Public Accounting Firm (previously
          filed as part of our filing on Form 10-K on March 15, 2006).

31.1      Chief Executive Officer  certification  pursuant to Section 302 of the
          Sarbanes- Oxley Act of 2002.*

31.2      Chief Financial Officer  certification  pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.*

32        Certification  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002.*


* Filed herewith.


<PAGE>



                                   SIGNATURES

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

                                   CHARTERMAC
                                    (COMPANY)

Date: October 16, 2006             By: /s/ Marc D Schnitzer
                                       --------------------
                                       Marc D. Schnitzer
                                       Managing Trustee, Chief Executive Officer
                                       and President

Date: October 16, 2006             By: /s/ Alan P. Hirmes
                                       ------------------
                                       Alan P. Hirmes
                                       Managing Trustee, Chief Operating Officer
                                       and Chief Financial Officer

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

*                            Managing Trustee,
Stephen M. Ross              Chairman of the Board             October 16, 2006

/s/ Marc D. Schnitzer        Managing Trustee,
---------------------
Marc D. Schnitzer            Chief Executive Officer and
                             President                         October 16, 2006

/s/ Alan P. Hirmes           Managing Trustee,
------------------
Alan P. Hirmes               Chief Operating Officer and
                             Chief Financial Officer           October 16, 2006

*
Peter T. Allen               Managing Trustee                  October 16, 2006

*
Andrew L. Farkas             Managing Trustee                  October 16, 2006

*
Thomas W. White              Managing Trustee                  October 16, 2006


*
Jeff T. Blau                 Managing Trustee                  October 16, 2006

*
Robert A. Meister            Managing Trustee                  October 16, 2006

*
Jerome Y. Halperin           Managing Trustee                  October 16, 2006

*
Janice Cook Roberts          Managing Trustee                  October 16, 2006

*
Nathan Gantcher              Managing Trustee                  October 16, 2006

*
Robert L. Loverd             Managing Trustee                  October 16, 2006

* by /s/ Alan P. Hirmes
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Attorney-in-fact