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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K


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


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (D) OF THE

                       SECURITIES AND EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 15, 2006


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


                                   CHARTERMAC
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


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


                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


        1-13237                                          13-3949418
(COMMISSION FILE NUMBER)                    (IRS EMPLOYER IDENTIFICATION NUMBER)


                     625 MADISON AVENUE, NEW YORK, NY 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-5700

                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)


[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)


[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))


[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


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


<PAGE>



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



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
           ---------------------------------------------

On March 15, 2006,  CharterMac  (the  "Company")  (NYSE:  CHC)  released a press
release  announcing its financial  results for the fourth quarter and year-ended
December  31,  2005.  A copy of this press  release is attached to this  Current
Report as Exhibit 99.1 and incorporated herein by reference.

The  information  included in this Current  Report,  including  the  information
included in Exhibit 99.1 attached hereto,  is intended to be furnished  pursuant
to "Item 2.02.  Disclosure of Results of Operations and Financial Condition" and
not deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  or  incorporated by reference in
any filing under the  Securities Act of 1933, as amended  ("Securities  Act") or
the Exchange  Act, or otherwise  subject to the  liabilities  of that Section or
Sections 11 and 12 (a) (2) of the Securities Act.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
           ------------------------------------------------------------------

(a).  Financial Statements
      --------------------


Not Applicable

(b).  Pro Forma Financial Information
      -------------------------------

Not Applicable

(c).  Exhibits
      --------


99.1 Press Release dated March 15, 2006,  "CharterMac Reports Fourth Quarter and
Year-End Financial Results".


<PAGE>



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



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


CharterMac
(Registrant)

                                                   BY:   /s/ Marc D. Schnitzer
                                                         ---------------------
                                                         Marc D. Schnitzer
                                                         Chief Executive Officer


March 15, 2006



<PAGE>



AT THE COMPANY
--------------
Brenda Abuaf, Director of Shareholder Services
(800) 831-4826


        CHARTERMAC REPORTS FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS


NEW YORK, NY - MARCH 15, 2006 - CharterMac  (the  "Company")  (NYSE:  CHC) today
announced  financial  results for the fourth quarter and year ended December 31,
2005.

"2005 was another solid year for CharterMac,  and the eighth consecutive year of
CAD per share  growth for our  Company,"  said Marc D.  Schnitzer,  President of
CharterMac.  "The  Company  and  its  subsidiaries  completed  $3.6  billion  of
financing volume, a 33.3% increase over 2004. Our Mortgage Banking segment had a
record year for transaction volume and our Fund Management segment surpassed the
$1 billion  mark for tax  credit  equity  raised  for the second  year in a row.
Importantly, we executed our business plan with discipline,  carefully selecting
where to deploy both our capital and the capital that we manage for others.  Our
risk  management  platform  continued to demonstrate  added value, as our credit
losses remained below industry  norms. We took important steps towards  lowering
our cost of  capital,  and we ended  the year  preparing  to  launch  two  major
initiatives,  our credit intermediation  subsidiary and our proprietary mortgage
banking product, both of which we expect should have a significant impact on our
ability to grow in the coming years.  The combination of all of these events led
to CAD per share growth on a fully diluted basis of 4.8%."

FINANCIAL HIGHLIGHTS

CharterMac  reported total revenues of approximately $79.1 million for the three
months ended December 31, 2005.  Adjusted to exclude the impact of  consolidated
partnerships,  as  discussed  on the second  page of this press  release,  total
revenues were approximately $88.2 million, which represents an increase of 18.3%
as compared to similarly  adjusted  revenues of approximately  $74.5 million for
the three months ended  December 31, 2004.  For the twelve months ended December
31, 2005 CharterMac's total revenues were approximately $295.0 million. Adjusted
to exclude the impact of the consolidated partnerships,  total adjusted revenues
for the twelve months ended December 31, 2005 were approximately $316.7 million,
which represents an increase of 25.9% as compared to similarly adjusted revenues
of approximately $251.4 million for the twelve months ended December 31, 2004.

For the three months ended  December 31, 2005,  CharterMac  earned net income of
approximately  $6.1  million,  representing  a decrease  of 69.2% as compared to
approximately  $19.8 million for the three months ended  December 31, 2004. On a
diluted  per share  basis,  net  income  was $0.08  for the three  months  ended
December 31, 2005, representing a decrease of 76.5% as compared to $0.34 for the
three months ended  December 31, 2004.  The decrease in net income was primarily
due to a one time  non-cash  charge  related  to the name  change  of one of our
subsidiaries,  whereby we wrote off an intangible asset  established at the time
of its acquisition. The charge reduced net income by $12.3 million, or $0.21 per
diluted share.  Net income per share was also impacted by dividend  requirements
for a new class of preferred shares issued in 2005.

For the twelve months ended December 31, 2005,  CharterMac  earned net income of
approximately  $59.0  million,  representing  a decrease  of 9.7% as compared to
approximately  $65.4 million for the twelve months ended December 31, 2004. On a
diluted  per share  basis,  net  income was $0.98 for the  twelve  months  ended
December 31, 2005, representing a decrease of 17.6% as compared to $1.19 for the
twelve months ended December 31, 2004. The decrease in net income and net income
per share was due to the name  change and  preferred  dividend  requirements  as
described above.

For the three months ended  December 31, 2005,  CharterMac's  Cash Available for
Distribution  ("CAD"), a performance  measure,  was approximately $27.3 million,
representing a decrease of 6.8% as compared to  approximately  $29.3 million for
the three months ended December 31, 2004. On a diluted per share basis,  CAD was


<PAGE>



$0.47 for the three months ended  December 31, 2005,  representing a decrease of
6.0% as compared to $0.50 for the three months ended  December 31, 2004. For the
twelve months ended December 31, 2005, CharterMac's CAD was approximately $114.7
million,  representing an increase of 10.7% as compared to approximately  $103.6
million for the twelve  months ended  December 31, 2004.  On a diluted per share
basis, CAD was $1.97 for the twelve months ended December 31, 2005, representing
an increase of 4.8% as compared to $1.88 for the twelve  months  ended  December
31, 2004.

CharterMac  increased its quarterly  distribution  during the fourth  quarter of
2005,  resulting  in an  increase  of  approximately  2.4% over the $0.41  third
quarter  dividend  per share.  CharterMac's  present  quarterly  dividend  on an
annualized  basis is $1.68 per share,  which  represents a 7.6% yield based upon
the  $21.98  per share  closing  price on March  14,  2006.  For the year  ended
December  31,  2005,  CharterMac  estimates  that  approximately  88.4%  of  its
distributions to common shareholders were federally  tax-exempt,  resulting in a
taxable  equivalent yield of approximately  11.3% for a shareholder in a 35% tax
bracket.

As previously  reported,  CharterMac adopted FASB  Interpretation 46R, effective
March 31, 2004. As such,  earnings  results  include the results of partnerships
consolidated  pursuant to the accounting change as well as other partnerships we
control,  but in which we have little or no equity  interest.  As CharterMac has
virtually  no  equity  interest  in  these  partnerships,  the net  losses  they
generated were allocated almost entirely to their investors.  The consolidation,
therefore,   has  an  insignificant  impact  on  net  income,  although  certain
CharterMac revenues are eliminated in consolidation and revenues and expenses of
the  consolidated  partnerships  are  reflected  in the  income  statement.  The
reported revenue and expense totals may not be comparable to those of 2004 since
such  consolidated  partnerships  are  only  included  in the  income  statement
beginning April 1, 2004.

2005 PRODUCTION HIGHLIGHTS

CharterMac  and  its  subsidiaries  completed   approximately  $3.6  billion  in
financing volume in 2005, including:

o    Acquiring and issuing forward commitments to acquire revenue bonds totaling
     approximately $388.5 million;
o    Raising  approximately  $1.1 billion of tax credit equity,  $270 million of
     which was in credit  intermediated  funds (for which we receive incremental
     fees);
o    Originating  $1.7 billion of mortgage  loans  through our mortgage  banking
     subsidiary, CharterMac Mortgage Capital; and
o    Originating and acquiring  $109.2 million of investments  through  American
     Mortgage  Acceptance Company (AMEX: AMC), the publicly traded mortgage real
     estate investment trust that CharterMac advises.

MANAGEMENT CONFERENCE CALL

Management will conduct a conference  call today to review the Company's  fourth
quarter and year-end  financial  results for the period ended December 31, 2005.
The conference  call is scheduled for 10:00 a.m.  Eastern Time.  Callers will be
invited to ask questions. Investors, brokers, analysts, and shareholders wishing
to participate should call (800) 817-4887. A webcast of the presentation will be
available   live  and  can  be   accessed   through   the   Company's   website,
http://www.chartermac.com.  To listen to the presentation via webcast, please go
to the website's  "Investor  Relations" section at least 15 minutes prior to the
start  of the  presentation.  For  interested  individuals  unable  to join  the
conference  call, a replay of the call will be available  through Sunday,  March
19,  2006,  at (888)  203-1112  (Passcode  3040163) or on our  website,  through
Wednesday, March 29, 2006.


<PAGE>



SUPPLEMENTAL FINANCIAL INFORMATION

For  more  detailed  financial  information,   please  access  the  Supplemental
Financial Package,  which will be available in the Investor Relations section of
the CharterMac website at www.chartermac.com.

ABOUT THE COMPANY

CharterMac,   through  its   subsidiaries,   is  one  of  the  nation's  leading
full-service  real  estate  finance  companies,  with a strong core focus on the
multifamily  industry.  CharterMac  offers  capital  solutions to developers and
owners  of  multifamily  rental  housing  throughout  the  country  and  quality
investment products to institutional and retail investors. For more information,
please visit CharterMac's website at  www.chartermac.com or contact the Investor
Relations Department directly at 800-831-4826.


<PAGE>



                           CHARTERMAC AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                            ==========================
                                                            December 31,  December 31,
                                                                2005          2004
                                                            ------------  ------------
<S>                                                          <C>           <C>
Revenue bonds - at fair value                                $2,294,787    $2,100,720
                                                             ----------    ----------
Net addition to assets from consolidation of partnerships    $3,365,685    $2,805,407
                                                             ----------    ----------
Total assets                                                 $6,978,828    $5,737,221
                                                             ----------    ----------

Liabilities:
  Financing arrangements                                     $1,429,692    $1,068,428
                                                             ----------    ----------
  Preferred shares of subsidiary (subject to mandatory
      repurchase)                                            $  273,500    $  273,500
                                                             ----------    ----------
  Notes payable                                              $  304,888    $  174,454
                                                             ----------    ----------
  Liabilities of consolidated partnerships                   $1,627,556    $1,307,093
                                                             ----------    ----------

Total liabilities                                            $3,814,911    $2,977,561
                                                             ----------    ----------

Minority interests in subsidiaries                           $  262,274    $  271,419
                                                             ----------    ----------
Preferred shares of subsidiary (not subject to mandatory
      repurchase)                                            $  104,000    $  104,000
                                                             ----------    ----------
Partners' interests in consolidated partnerships             $1,747,808    $1,501,519
                                                             ----------    ----------

Total shareholders' equity                                   $1,049,835    $  882,722
                                                             ----------    ----------

</TABLE>
<TABLE>
<CAPTION>

                                                    -------------------------------------------------------------------------------
                                                                                  Three Months Ended
                                                                                      December 31,
                                                    -------------------------------------------------------------------------------
                                                                     2005                                     2004
                                                    --------------------------------------    -------------------------------------
                                                        As                         As            As                        As
                                                     Reported  Adjustments(1)  Adjusted(1)    Reported  Adjustments(1)  Adjusted(1)
                                                     --------  --------------  -----------    --------  --------------  -----------
<S>                                                  <C>          <C>           <C>           <C>          <C>           <C>
Total revenues                                       $ 79,106     $  9,049      $ 88,155      $ 69,039     $ 5,454       $ 74,493

Interest expense                                      (22,798)          --       (22,798)      (13,087)         --        (13,087)
General and administrative                            (37,345)          --       (37,345)      (29,558)         --        (29,558)
Depreciation and amortization (including trade
    name write-off)                                   (33,295)          --       (33,295)       (7,854)         --         (7,854)
Loss on impairment of assets                           (2,653)          --        (2,653)         (147)         --           (147)
Expenses and equity losses of consolidated
    partnerships                                      (84,857)      84,857            --       (72,504)     72,504             --
Equity and other income                                 5,414           (2)        5,412         1,711          --          1,711
Gain on sale of loans and repayment of revenue bonds   (2,824)          --        (2,824)        1,349          --          1,349

Income allocated to preferred shareholders
    and minority interests                             (3,406)          --        (3,406)       (9,673)         --         (9,673)
Loss allocated to partners of consolidated
    partnerships                                       93,904      (93,904)           --        77,958     (77,958)            --
                                                     --------     --------      --------      --------     -------       --------

Income before income taxes                             (8,754)          --        (8,754)       17,234          --         17,234

Income tax benefit                                     14,861           --        14,861         2,599          --          2,599
                                                     --------     --------      --------      --------     -------       --------

Net income                                           $  6,107     $     --      $  6,107      $ 19,833     $    --       $ 19,833
                                                     ========     ========      ========      ========     =======       ========
    4.4% CRA Preferred dividend requirements           (1,188)          --        (1,188)           --          --             --
                                                     --------     --------      --------      --------     -------       --------
Net income available to shareholders                 $  4,919     $     --      $  4,919      $ 19,833     $    --       $ 19,833
                                                     ========     ========      ========      ========     =======       ========

Net income per share:
    Basic                                            $   0.08     $     --      $   0.08      $   0.34     $    --       $   0.34
                                                     ========     ========      ========      ========     =======       ========
    Diluted                                          $   0.08     $     --      $   0.08      $   0.34     $    --       $   0.34
                                                     ========     ========      ========      ========     =======       ========

Weighted average shares outstanding:
    Basic                                              58,294           --        58,294        57,728          --         57,728
                                                     ========     ========      ========      ========     =======       ========
    Diluted                                            58,532           --        58,532        58,194          --         58,194
                                                     ========     ========      ========      ========     =======       ========

</TABLE>


<PAGE>



                           CHARTERMAC AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                    -------------------------------------------------------------------------------
                                                                                  Twelve Months Ended
                                                                                      December 31,
                                                    -------------------------------------------------------------------------------
                                                                     2005                                     2004
                                                    --------------------------------------    -------------------------------------
                                                        As                         As            As                        As
                                                     Reported  Adjustments(1)  Adjusted(1)    Reported  Adjustments(1)  Adjusted(1)
                                                     --------  --------------  -----------    --------  --------------  -----------
<S>                                                  <C>          <C>           <C>           <C>          <C>           <C>
Total revenues                                      $ 295,000     $ 21,660      $ 316,660    $ 232,432     $  18,988     $ 251,420

Interest expense                                      (75,393)          --        (75,393)     (49,830)           --       (49,830)
General and administrative                           (125,395)          --       (125,395)    (101,306)           --      (101,306)
Depreciation and amortization (including trade
    name write-off)                                   (66,762)          --        (66,762)     (30,407)           --       (30,407)
Loss on impairment of assets                           (4,555)          --         (4,555)        (757)           --          (757)
Expenses and equity losses of consolidated
    partnerships                                     (327,881)     327,881             --     (200,962)      200,962            --
Equity and other income                                 7,476          (10)         7,466        3,442            --         3,442
Gain on sale of loans and repayment
    of revenue bonds                                    8,062           --          8,062        7,868            --         7,868

Income allocated to preferred shareholders,
    and minority interests                            (29,646)          --        (29,646)     (32,310)           --       (32,310)
Loss allocated to partners of consolidated
    partnerships                                      349,531     (349,531)            --      219,950      (219,950)           --
                                                    ---------     --------      ---------    ---------     ---------     ---------

Income before income taxes                             30,437           --         30,437       48,120            --        48,120

Income tax benefit                                     28,577           --         28,577       17,243            --        17,243
                                                    ---------     --------      ---------    ---------     ---------     ---------

Net income                                          $  59,014     $     --      $  59,014    $  65,363     $      --     $  65,363
                                                    =========     ========      =========    =========     =========     =========
    4.4% CRA Preferred dividend requirements           (2,020)          --         (2,020)          --            --            --
                                                    ---------     --------      ---------    ---------     ---------     ---------
Net income available to shareholders                $  56,994     $     --      $  56,994    $  65,363     $      --     $  65,363
                                                    =========     ========      =========    =========     =========     =========

Net income per share:
    Basic                                           $    0.98     $     --      $    0.98    $    1.19     $      --     $    1.19
                                                    =========     ========      =========    =========     =========     =========
    Diluted                                         $    0.98     $     --      $    0.98    $    1.19     $      --     $    1.19
                                                    =========     ========      =========    =========     =========     =========

Weighted average shares outstanding:
    Basic                                              58,018           --         58,018       54,786            --        54,786
                                                    =========     ========      =========    =========     =========     =========
    Diluted                                            58,291           --         58,291       55,147            --        55,147
                                                    =========     ========      =========    =========     =========     =========

</TABLE>
<TABLE>
<CAPTION>

   Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)
                                 (In thousands)

                                                           ======================
                                                             Three Months Ended
                                                                 December 31,
                                                           ----------------------
                                                             2005          2004
                                                           ----------------------
<S>                                                        <C>           <C>
Net Income                                                 $  6,107      $ 19,833
4.4% CRA Preferred dividends                                 (1,188)           --
Revenues - amortization                                         755           743
Fees deferred for GAAP                                        2,172         3,746
Straight line yield                                            (691)         (863)
Depreciation and amortization expense (including trade
    name write-off )                                         33,295         7,854
Gain on sale of loans                                          (773)         (967)
Loss on impairment of assets                                  2,653           147
Tax adjustment                                              (15,839)       (4,219)
Compensation cost - stock-based compensation                  3,242         3,304
Difference between Subsidiary Equity distributions and
    income allocated to Subsidiary Equity holders            (6,873)         (498)
Other, net                                                    4,426           184
                                                           --------      --------
CAD                                                        $ 27,286      $ 29,264
                                                           ========      ========
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

   Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)
                                 (In thousands)


                                                           ========================
                                                             Twelve Months Ended
                                                                  December 31,
                                                           ------------------------
                                                              2005           2004
                                                           ------------------------
<S>                                                        <C>            <C>
Net Income                                                 $  59,014      $  65,363
4.4% CRA Preferred dividends                                  (2,020)            --
Revenues - amortization                                        3,011          2,810
Fees deferred for GAAP                                        23,930         27,096
Straight line yield                                           (3,607)        (2,895)
Depreciation and amortization expense (including trade
    name write-off)                                           66,762         30,407
Gain on sale of loans                                        (11,140)        (6,805)
Loss on impairment of assets                                   4,555            757
Tax adjustment                                               (27,866)       (20,655)
Compensation cost - stock-based compensation                   8,541         11,753
Difference between Subsidiary Equity distributions and
    income allocated to Subsidiary Equity holders            (11,245)        (4,862)
Other, net                                                     4,775            662
                                                           ---------      ---------
CAD                                                        $ 114,710      $ 103,631
                                                           =========      =========

</TABLE>

(1)  As  previously  reported,   CharterMac  adopted  FASB  Interpretation  46R,
effective  March 31,  2004.  As such,  earnings  results  include the results of
partnerships  consolidated  pursuant to the  accounting  change as well as other
partnerships  we control but in which we have little or no equity  interest.  As
CharterMac  has  virtually  no equity  interest in these  partnerships,  the net
losses generated by them were allocated almost entirely to their investors.  The
consolidation,  therefore,  has an insignificant impact on net income,  although
certain  CharterMac  revenues are eliminated in  consolidation  and revenues and
expenses of the consolidated partnerships are reflected in the income statement.
The reported  revenue and expense  totals may not be comparable to those of 2004
since such  consolidated  partnerships are only included in the income statement
beginning  April 1, 2004. The adjusted  figures  presented are not in accordance
with generally accepted accounting principles ("GAAP") but are presented for the
purpose of comparability.

(2) CharterMac believes that Cash Available for Distribution  ("CAD") is helpful
to investors in measuring the  performance  of our Company.  CAD  represents net
income (computed in accordance with GAAP), adjusted for:

     o    Cash fees and other revenues  received but deferred in accordance with
          GAAP.  Fees  recognized  for CAD but  deferred  for GAAP  purposes are
          generally  earned over a period of time in connection  with certain of
          our product lines,  such as fund  sponsorship  and credit  enhancement
          fees.
     o    The effect of straight line revenue  recognition of interest income on
          revenue bonds with fixed changes in interest rates.
     o    Depreciation and amortization.
     o    Non-cash  gains  recognized on sale of mortgage  loans when  servicing
          rights are retained.
     o    Losses on sales of loans or repayment of revenue bonds.
     o    Impairment losses.
     o    The portion of tax  benefit or  provision  that is not  expected to be
          realized in cash.
     o    Non-cash compensation expenses.
     o    The  difference  between  earnings  allocated to Subsidiary  Equity in
          accordance with GAAP and distributions to holders of that equity.

There is no generally accepted  methodology for computing CAD, and the Company's
computation of CAD may not be comparable to CAD reported by other companies. CAD
does not  represent  net cash  provided by operating  activities  determined  in
accordance  with GAAP and  should not be  considered  as an  alternative  to net
income  (determined  in accordance  with GAAP) as an indication of the Company's
performance,  as an alternative  to net cash provided from operating  activities
(determined  in accordance  with GAAP) as a measure of our  liquidity,  or as an
indication of our ability to make cash distributions.


<PAGE>



CERTAIN  STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE  FORWARD-LOOKING  STATEMENTS
WITHIN THE MEANING OF THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE  SECURITIES
LITIGATION  REFORM  ACT OF 1995.  THESE  STATEMENTS  ARE  BASED ON  MANAGEMENT'S
CURRENT  EXPECTATIONS  AND  BELIEFS  AND ARE  SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING  STATEMENTS.  THESE RISKS AND UNCERTAINTIES ARE
DETAILED IN CHARTERMAC'S MOST RECENT ANNUAL REPORT ON FORM 10-K AND IN ITS OTHER
FILINGS  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION.  SUCH  FORWARD-LOOKING
STATEMENTS  SPEAK  ONLY AS OF THE DATE OF THIS  DOCUMENT.  CHARTERMAC  EXPRESSLY
DISCLAIMS  ANY  OBLIGATION  OR  UNDERTAKING  TO RELEASE  PUBLICLY ANY UPDATES OR
REVISIONS  TO ANY  FORWARD-LOOKING  STATEMENTS  CONTAINED  HEREIN TO REFLECT ANY
CHANGE IN  CHARTERMAC'S  EXPECTATIONS  WITH REGARD  THERETO OR CHANGE IN EVENTS,
CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

                                       ###
[{"type": "8-K", "sequence": "1", "filename": "f8k_dec2005-charter.txt", "description": "CHARTERMAC 8-K DECEMBER 2005", "secsgml_size_bytes": 35133}]
{"company-data": {"conformed-name": "CHARTERMAC", "cik": "0001043325", "assigned-sic": "6500", "irs-number": "133916825", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13237", "film-number": "06686730"}, "business-address": {"street1": "625 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2124215333"}, "mail-address": {"street1": "625 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "CHARTER MUNICIPAL MORTGAGE ACCEPTANCE CO", "date-changed": "19970801"}}
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (D) OF THE

                       SECURITIES AND EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 15, 2006

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

                                   CHARTERMAC
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

        1-13237                                          13-3949418
(COMMISSION FILE NUMBER)                    (IRS EMPLOYER IDENTIFICATION NUMBER)

                     625 MADISON AVENUE, NEW YORK, NY 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-5700

                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
           ---------------------------------------------

On March 15, 2006,  CharterMac  (the  "Company")  (NYSE:  CHC)  released a press
release  announcing its financial  results for the fourth quarter and year-ended
December  31,  2005.  A copy of this press  release is attached to this  Current
Report as Exhibit 99.1 and incorporated herein by reference.

The  information  included in this Current  Report,  including  the  information
included in Exhibit 99.1 attached hereto,  is intended to be furnished  pursuant
to "Item 2.02.  Disclosure of Results of Operations and Financial Condition" and
not deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  or  incorporated by reference in
any filing under the  Securities Act of 1933, as amended  ("Securities  Act") or
the Exchange  Act, or otherwise  subject to the  liabilities  of that Section or
Sections 11 and 12 (a) (2) of the Securities Act.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
           ------------------------------------------------------------------

(a).  Financial Statements
      --------------------

Not Applicable

(b).  Pro Forma Financial Information
      -------------------------------

Not Applicable

(c).  Exhibits
      --------

99.1 Press Release dated March 15, 2006,  "CharterMac Reports Fourth Quarter and
Year-End Financial Results".
--------------------------------------------------------------------------------

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

CharterMac
(Registrant)

                                                   BY:   /s/ Marc D. Schnitzer
                                                         ---------------------
                                                         Marc D. Schnitzer
                                                         Chief Executive Officer

March 15, 2006
AT THE COMPANY
--------------
Brenda Abuaf, Director of Shareholder Services
(800) 831-4826

        CHARTERMAC REPORTS FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS

NEW YORK, NY - MARCH 15, 2006 - CharterMac  (the  "Company")  (NYSE:  CHC) today
announced  financial  results for the fourth quarter and year ended December 31,
2005.

"2005 was another solid year for CharterMac,  and the eighth consecutive year of
CAD per share  growth for our  Company,"  said Marc D.  Schnitzer,  President of
CharterMac.  "The  Company  and  its  subsidiaries  completed  $3.6  billion  of
financing volume, a 33.3% increase over 2004. Our Mortgage Banking segment had a
record year for transaction volume and our Fund Management segment surpassed the
$1 billion  mark for tax  credit  equity  raised  for the second  year in a row.
Importantly, we executed our business plan with discipline,  carefully selecting
where to deploy both our capital and the capital that we manage for others.  Our
risk  management  platform  continued to demonstrate  added value, as our credit
losses remained below industry  norms. We took important steps towards  lowering
our cost of  capital,  and we ended  the year  preparing  to  launch  two  major
initiatives,  our credit intermediation  subsidiary and our proprietary mortgage
banking product, both of which we expect should have a significant impact on our
ability to grow in the coming years.  The combination of all of these events led
to CAD per share growth on a fully diluted basis of 4.8%."

FINANCIAL HIGHLIGHTS

CharterMac  reported total revenues of approximately $79.1 million for the three
months ended December 31, 2005.  Adjusted to exclude the impact of  consolidated
partnerships,  as  discussed  on the second  page of this press  release,  total
revenues were approximately $88.2 million, which represents an increase of 18.3%
as compared to similarly  adjusted  revenues of approximately  $74.5 million for
the three months ended  December 31, 2004.  For the twelve months ended December
31, 2005 CharterMac's total revenues were approximately $295.0 million. Adjusted
to exclude the impact of the consolidated partnerships,  total adjusted revenues
for the twelve months ended December 31, 2005 were approximately $316.7 million,
which represents an increase of 25.9% as compared to similarly adjusted revenues
of approximately $251.4 million for the twelve months ended December 31, 2004.

For the three months ended  December 31, 2005,  CharterMac  earned net income of
approximately  $6.1  million,  representing  a decrease  of 69.2% as compared to
approximately  $19.8 million for the three months ended  December 31, 2004. On a
diluted  per share  basis,  net  income  was $0.08  for the three  months  ended
December 31, 2005, representing a decrease of 76.5% as compared to $0.34 for the
three months ended  December 31, 2004.  The decrease in net income was primarily
due to a one time  non-cash  charge  related  to the name  change  of one of our
subsidiaries,  whereby we wrote off an intangible asset  established at the time
of its acquisition. The charge reduced net income by $12.3 million, or $0.21 per
diluted share.  Net income per share was also impacted by dividend  requirements
for a new class of preferred shares issued in 2005.

For the twelve months ended December 31, 2005,  CharterMac  earned net income of
approximately  $59.0  million,  representing  a decrease  of 9.7% as compared to
approximately  $65.4 million for the twelve months ended December 31, 2004. On a
diluted  per share  basis,  net  income was $0.98 for the  twelve  months  ended
December 31, 2005, representing a decrease of 17.6% as compared to $1.19 for the
twelve months ended December 31, 2004. The decrease in net income and net income
per share was due to the name  change and  preferred  dividend  requirements  as
described above.

For the three months ended  December 31, 2005,  CharterMac's  Cash Available for
Distribution  ("CAD"), a performance  measure,  was approximately $27.3 million,
representing a decrease of 6.8% as compared to  approximately  $29.3 million for
the three months ended December 31, 2004. On a diluted per share basis,  CAD was
$0.47 for the three months ended  December 31, 2005,  representing a decrease of
6.0% as compared to $0.50 for the three months ended  December 31, 2004. For the
twelve months ended December 31, 2005, CharterMac's CAD was approximately $114.7
million,  representing an increase of 10.7% as compared to approximately  $103.6
million for the twelve  months ended  December 31, 2004.  On a diluted per share
basis, CAD was $1.97 for the twelve months ended December 31, 2005, representing
an increase of 4.8% as compared to $1.88 for the twelve  months  ended  December
31, 2004.

CharterMac  increased its quarterly  distribution  during the fourth  quarter of
2005,  resulting  in an  increase  of  approximately  2.4% over the $0.41  third
quarter  dividend  per share.  CharterMac's  present  quarterly  dividend  on an
annualized  basis is $1.68 per share,  which  represents a 7.6% yield based upon
the  $21.98  per share  closing  price on March  14,  2006.  For the year  ended
December  31,  2005,  CharterMac  estimates  that  approximately  88.4%  of  its
distributions to common shareholders were federally  tax-exempt,  resulting in a
taxable  equivalent yield of approximately  11.3% for a shareholder in a 35% tax
bracket.

As previously  reported,  CharterMac adopted FASB  Interpretation 46R, effective
March 31, 2004. As such,  earnings  results  include the results of partnerships
consolidated  pursuant to the accounting change as well as other partnerships we
control,  but in which we have little or no equity  interest.  As CharterMac has
virtually  no  equity  interest  in  these  partnerships,  the net  losses  they
generated were allocated almost entirely to their investors.  The consolidation,
therefore,   has  an  insignificant  impact  on  net  income,  although  certain
CharterMac revenues are eliminated in consolidation and revenues and expenses of
the  consolidated  partnerships  are  reflected  in the  income  statement.  The
reported revenue and expense totals may not be comparable to those of 2004 since
such  consolidated  partnerships  are  only  included  in the  income  statement
beginning April 1, 2004.

2005 PRODUCTION HIGHLIGHTS

CharterMac  and  its  subsidiaries  completed   approximately  $3.6  billion  in
financing volume in 2005, including:

o    Acquiring and issuing forward commitments to acquire revenue bonds totaling
     approximately $388.5 million;
o    Raising  approximately  $1.1 billion of tax credit equity,  $270 million of
     which was in credit  intermediated  funds (for which we receive incremental
     fees);
o    Originating  $1.7 billion of mortgage  loans  through our mortgage  banking
     subsidiary, CharterMac Mortgage Capital; and
o    Originating and acquiring  $109.2 million of investments  through  American
     Mortgage  Acceptance Company (AMEX: AMC), the publicly traded mortgage real
     estate investment trust that CharterMac advises.

MANAGEMENT CONFERENCE CALL

Management will conduct a conference  call today to review the Company's  fourth
quarter and year-end  financial  results for the period ended December 31, 2005.
The conference  call is scheduled for 10:00 a.m.  Eastern Time.  Callers will be
invited to ask questions. Investors, brokers, analysts, and shareholders wishing
to participate should call (800) 817-4887. A webcast of the presentation will be
available   live  and  can  be   accessed   through   the   Company's   website,
http://www.chartermac.com.  To listen to the presentation via webcast, please go
to the website's  "Investor  Relations" section at least 15 minutes prior to the
start  of the  presentation.  For  interested  individuals  unable  to join  the
conference  call, a replay of the call will be available  through Sunday,  March
19,  2006,  at (888)  203-1112  (Passcode  3040163) or on our  website,  through
Wednesday, March 29, 2006.
SUPPLEMENTAL FINANCIAL INFORMATION

For  more  detailed  financial  information,   please  access  the  Supplemental
Financial Package,  which will be available in the Investor Relations section of
the CharterMac website at www.chartermac.com.

ABOUT THE COMPANY

CharterMac,   through  its   subsidiaries,   is  one  of  the  nation's  leading
full-service  real  estate  finance  companies,  with a strong core focus on the
multifamily  industry.  CharterMac  offers  capital  solutions to developers and
owners  of  multifamily  rental  housing  throughout  the  country  and  quality
investment products to institutional and retail investors. For more information,
please visit CharterMac's website at  www.chartermac.com or contact the Investor
Relations Department directly at 800-831-4826.
CHARTERMAC AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)
==========================
                                                            December 31,  December 31,
                                                                2005          2004
                                                            ------------  ------------
Revenue bonds - at fair value                                $2,294,787    $2,100,720
                                                             ----------    ----------
Net addition to assets from consolidation of partnerships    $3,365,685    $2,805,407
                                                             ----------    ----------
Total assets                                                 $6,978,828    $5,737,221
                                                             ----------    ----------

Liabilities:
  Financing arrangements                                     $1,429,692    $1,068,428
                                                             ----------    ----------
  Preferred shares of subsidiary (subject to mandatory
      repurchase)                                            $  273,500    $  273,500
                                                             ----------    ----------
  Notes payable                                              $  304,888    $  174,454
                                                             ----------    ----------
  Liabilities of consolidated partnerships                   $1,627,556    $1,307,093
                                                             ----------    ----------

Total liabilities                                            $3,814,911    $2,977,561
                                                             ----------    ----------

Minority interests in subsidiaries                           $  262,274    $  271,419
                                                             ----------    ----------
Preferred shares of subsidiary (not subject to mandatory
      repurchase)                                            $  104,000    $  104,000
                                                             ----------    ----------
Partners' interests in consolidated partnerships             $1,747,808    $1,501,519
                                                             ----------    ----------

Total shareholders' equity                                   $1,049,835    $  882,722
                                                             ----------    ----------
-------------------------------------------------------------------------------
                                                                                  Three Months Ended
                                                                                      December 31,
                                                    -------------------------------------------------------------------------------
                                                                     2005                                     2004
                                                    --------------------------------------    -------------------------------------
                                                        As                         As            As                        As
                                                     Reported  Adjustments(1)  Adjusted(1)    Reported  Adjustments(1)  Adjusted(1)
                                                     --------  --------------  -----------    --------  --------------  -----------
Total revenues                                       $ 79,106     $  9,049      $ 88,155      $ 69,039     $ 5,454       $ 74,493

Interest expense                                      (22,798)          --       (22,798)      (13,087)         --        (13,087)
General and administrative                            (37,345)          --       (37,345)      (29,558)         --        (29,558)
Depreciation and amortization (including trade
    name write-off)                                   (33,295)          --       (33,295)       (7,854)         --         (7,854)
Loss on impairment of assets                           (2,653)          --        (2,653)         (147)         --           (147)
Expenses and equity losses of consolidated
    partnerships                                      (84,857)      84,857            --       (72,504)     72,504             --
Equity and other income                                 5,414           (2)        5,412         1,711          --          1,711
Gain on sale of loans and repayment of revenue bonds   (2,824)          --        (2,824)        1,349          --          1,349

Income allocated to preferred shareholders
    and minority interests                             (3,406)          --        (3,406)       (9,673)         --         (9,673)
Loss allocated to partners of consolidated
    partnerships                                       93,904      (93,904)           --        77,958     (77,958)            --
                                                     --------     --------      --------      --------     -------       --------

Income before income taxes                             (8,754)          --        (8,754)       17,234          --         17,234

Income tax benefit                                     14,861           --        14,861         2,599          --          2,599
                                                     --------     --------      --------      --------     -------       --------

Net income                                           $  6,107     $     --      $  6,107      $ 19,833     $    --       $ 19,833
                                                     ========     ========      ========      ========     =======       ========
    4.4% CRA Preferred dividend requirements           (1,188)          --        (1,188)           --          --             --
                                                     --------     --------      --------      --------     -------       --------
Net income available to shareholders                 $  4,919     $     --      $  4,919      $ 19,833     $    --       $ 19,833
                                                     ========     ========      ========      ========     =======       ========

Net income per share:
    Basic                                            $   0.08     $     --      $   0.08      $   0.34     $    --       $   0.34
                                                     ========     ========      ========      ========     =======       ========
    Diluted                                          $   0.08     $     --      $   0.08      $   0.34     $    --       $   0.34
                                                     ========     ========      ========      ========     =======       ========

Weighted average shares outstanding:
    Basic                                              58,294           --        58,294        57,728          --         57,728
                                                     ========     ========      ========      ========     =======       ========
    Diluted                                            58,532           --        58,532        58,194          --         58,194
                                                     ========     ========      ========      ========     =======       ========
CHARTERMAC AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)
-------------------------------------------------------------------------------
                                                                                  Twelve Months Ended
                                                                                      December 31,
                                                    -------------------------------------------------------------------------------
                                                                     2005                                     2004
                                                    --------------------------------------    -------------------------------------
                                                        As                         As            As                        As
                                                     Reported  Adjustments(1)  Adjusted(1)    Reported  Adjustments(1)  Adjusted(1)
                                                     --------  --------------  -----------    --------  --------------  -----------
Total revenues                                      $ 295,000     $ 21,660      $ 316,660    $ 232,432     $  18,988     $ 251,420

Interest expense                                      (75,393)          --        (75,393)     (49,830)           --       (49,830)
General and administrative                           (125,395)          --       (125,395)    (101,306)           --      (101,306)
Depreciation and amortization (including trade
    name write-off)                                   (66,762)          --        (66,762)     (30,407)           --       (30,407)
Loss on impairment of assets                           (4,555)          --         (4,555)        (757)           --          (757)
Expenses and equity losses of consolidated
    partnerships                                     (327,881)     327,881             --     (200,962)      200,962            --
Equity and other income                                 7,476          (10)         7,466        3,442            --         3,442
Gain on sale of loans and repayment
    of revenue bonds                                    8,062           --          8,062        7,868            --         7,868

Income allocated to preferred shareholders,
    and minority interests                            (29,646)          --        (29,646)     (32,310)           --       (32,310)
Loss allocated to partners of consolidated
    partnerships                                      349,531     (349,531)            --      219,950      (219,950)           --
                                                    ---------     --------      ---------    ---------     ---------     ---------

Income before income taxes                             30,437           --         30,437       48,120            --        48,120

Income tax benefit                                     28,577           --         28,577       17,243            --        17,243
                                                    ---------     --------      ---------    ---------     ---------     ---------

Net income                                          $  59,014     $     --      $  59,014    $  65,363     $      --     $  65,363
                                                    =========     ========      =========    =========     =========     =========
    4.4% CRA Preferred dividend requirements           (2,020)          --         (2,020)          --            --            --
                                                    ---------     --------      ---------    ---------     ---------     ---------
Net income available to shareholders                $  56,994     $     --      $  56,994    $  65,363     $      --     $  65,363
                                                    =========     ========      =========    =========     =========     =========

Net income per share:
    Basic                                           $    0.98     $     --      $    0.98    $    1.19     $      --     $    1.19
                                                    =========     ========      =========    =========     =========     =========
    Diluted                                         $    0.98     $     --      $    0.98    $    1.19     $      --     $    1.19
                                                    =========     ========      =========    =========     =========     =========

Weighted average shares outstanding:
    Basic                                              58,018           --         58,018       54,786            --        54,786
                                                    =========     ========      =========    =========     =========     =========
    Diluted                                            58,291           --         58,291       55,147            --        55,147
                                                    =========     ========      =========    =========     =========     =========
Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)
                                 (In thousands)

                                                           ======================
                                                             Three Months Ended
                                                                 December 31,
                                                           ----------------------
                                                             2005          2004
                                                           ----------------------
Net Income                                                 $  6,107      $ 19,833
4.4% CRA Preferred dividends                                 (1,188)           --
Revenues - amortization                                         755           743
Fees deferred for GAAP                                        2,172         3,746
Straight line yield                                            (691)         (863)
Depreciation and amortization expense (including trade
    name write-off )                                         33,295         7,854
Gain on sale of loans                                          (773)         (967)
Loss on impairment of assets                                  2,653           147
Tax adjustment                                              (15,839)       (4,219)
Compensation cost - stock-based compensation                  3,242         3,304
Difference between Subsidiary Equity distributions and
    income allocated to Subsidiary Equity holders            (6,873)         (498)
Other, net                                                    4,426           184
                                                           --------      --------
CAD                                                        $ 27,286      $ 29,264
                                                           ========      ========
Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)
                                 (In thousands)

                                                           ========================
                                                             Twelve Months Ended
                                                                  December 31,
                                                           ------------------------
                                                              2005           2004
                                                           ------------------------
Net Income                                                 $  59,014      $  65,363
4.4% CRA Preferred dividends                                  (2,020)            --
Revenues - amortization                                        3,011          2,810
Fees deferred for GAAP                                        23,930         27,096
Straight line yield                                           (3,607)        (2,895)
Depreciation and amortization expense (including trade
    name write-off)                                           66,762         30,407
Gain on sale of loans                                        (11,140)        (6,805)
Loss on impairment of assets                                   4,555            757
Tax adjustment                                               (27,866)       (20,655)
Compensation cost - stock-based compensation                   8,541         11,753
Difference between Subsidiary Equity distributions and
    income allocated to Subsidiary Equity holders            (11,245)        (4,862)
Other, net                                                     4,775            662
                                                           ---------      ---------
CAD                                                        $ 114,710      $ 103,631
                                                           =========      =========
(1)  As  previously  reported,   CharterMac  adopted  FASB  Interpretation  46R,
effective  March 31,  2004.  As such,  earnings  results  include the results of
partnerships  consolidated  pursuant to the  accounting  change as well as other
partnerships  we control but in which we have little or no equity  interest.  As
CharterMac  has  virtually  no equity  interest in these  partnerships,  the net
losses generated by them were allocated almost entirely to their investors.  The
consolidation,  therefore,  has an insignificant impact on net income,  although
certain  CharterMac  revenues are eliminated in  consolidation  and revenues and
expenses of the consolidated partnerships are reflected in the income statement.
The reported  revenue and expense  totals may not be comparable to those of 2004
since such  consolidated  partnerships are only included in the income statement
beginning  April 1, 2004. The adjusted  figures  presented are not in accordance
with generally accepted accounting principles ("GAAP") but are presented for the
purpose of comparability.

(2) CharterMac believes that Cash Available for Distribution  ("CAD") is helpful
to investors in measuring the  performance  of our Company.  CAD  represents net
income (computed in accordance with GAAP), adjusted for:

     o    Cash fees and other revenues  received but deferred in accordance with
          GAAP.  Fees  recognized  for CAD but  deferred  for GAAP  purposes are
          generally  earned over a period of time in connection  with certain of
          our product lines,  such as fund  sponsorship  and credit  enhancement
          fees.
     o    The effect of straight line revenue  recognition of interest income on
          revenue bonds with fixed changes in interest rates.
     o    Depreciation and amortization.
     o    Non-cash  gains  recognized on sale of mortgage  loans when  servicing
          rights are retained.
     o    Losses on sales of loans or repayment of revenue bonds.
     o    Impairment losses.
     o    The portion of tax  benefit or  provision  that is not  expected to be
          realized in cash.
     o    Non-cash compensation expenses.
     o    The  difference  between  earnings  allocated to Subsidiary  Equity in
          accordance with GAAP and distributions to holders of that equity.

There is no generally accepted  methodology for computing CAD, and the Company's
computation of CAD may not be comparable to CAD reported by other companies. CAD
does not  represent  net cash  provided by operating  activities  determined  in
accordance  with GAAP and  should not be  considered  as an  alternative  to net
income  (determined  in accordance  with GAAP) as an indication of the Company's
performance,  as an alternative  to net cash provided from operating  activities
(determined  in accordance  with GAAP) as a measure of our  liquidity,  or as an
indication of our ability to make cash distributions.
CERTAIN  STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE  FORWARD-LOOKING  STATEMENTS
WITHIN THE MEANING OF THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE  SECURITIES
LITIGATION  REFORM  ACT OF 1995.  THESE  STATEMENTS  ARE  BASED ON  MANAGEMENT'S
CURRENT  EXPECTATIONS  AND  BELIEFS  AND ARE  SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING  STATEMENTS.  THESE RISKS AND UNCERTAINTIES ARE
DETAILED IN CHARTERMAC'S MOST RECENT ANNUAL REPORT ON FORM 10-K AND IN ITS OTHER
FILINGS  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION.  SUCH  FORWARD-LOOKING
STATEMENTS  SPEAK  ONLY AS OF THE DATE OF THIS  DOCUMENT.  CHARTERMAC  EXPRESSLY
DISCLAIMS  ANY  OBLIGATION  OR  UNDERTAKING  TO RELEASE  PUBLICLY ANY UPDATES OR
REVISIONS  TO ANY  FORWARD-LOOKING  STATEMENTS  CONTAINED  HEREIN TO REFLECT ANY
CHANGE IN  CHARTERMAC'S  EXPECTATIONS  WITH REGARD  THERETO OR CHANGE IN EVENTS,
CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

                                       ###