SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOESKY STUART J

(Last)

(First)

(Middle)

C/O CHARTERMAC

625 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTERMAC [ CHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/29/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares	11/29/2004		P		1,739	A	$11.5625	59,386	D
Common shares								21,157	I	By: RelCap Holdings Company, LLC⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified share option	$11.5625	11/29/2004		M⁽²⁾			1,739	11/29/2004	05/10/2010	Common Shares	1,739	$11.5625	0	D
Special Common Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Shares	1,464,330		1,464,330	I	By SJB Associates, L.P.⁽⁴⁾

Explanation of Responses:

1. Mr. Boesky owns indirectly 9.69% of RelCap Holdings Company, LLC.

2. On November 29, 2004, Mr. Boesky exercised 1,739 options at the strike price of $11.5625 per share.

3. Not applicable.

4. SJB Associates, L.P., of which Mr. Boesky is a 100% equity owner, owns 1,464,330 Special Common Units of CharterMac Capital Company, LLC, which are exchangeable on a one-to-one basis into Common Shares of CharterMac (subject to anti-dilution).

Remarks:

This amended Form 4 is being filed to correct the reporting of Mr. Boesky's beneficial ownership in Table 1 and Table 2. The original Form 4 filed on November 29, 2004 mistakenly included Mr. Boesky's ownership of 1,464,330 Special Common Units in column 5 of Table 1 rather than column 9 of Table 2. This amended Form 4 corrects the beneficial ownership amount in column 5 of Table 1 and column 9 of Table 2 of the November 29, 2004 Form 4 and all subsequently filed Form 4s which reflect the beneficial ownership of Mr. Boesky's 1,464,330 in column 5 of Table 1 rather than column 9 of Table 2

	/s/ Stuart J. Boesky	06/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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