SC 14D9/A

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

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                                 SCHEDULE 14D-9

          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 1)


                          CONCORD MILESTONE PLUS, L.P.
                            (Name of Subject Company)

                          CONCORD MILESTONE PLUS, L.P.
                       (Names of Persons Filing Statement)


    UNITS CONSISTING OF ONE CLASS A INTEREST (WHICH REPRESENTS AN ASSIGNMENT OF
   ONE CLASS A LIMITED PARTNERSHIP INTEREST HELD BY CMP BENEFICIAL CORP.) AND
       ONE CLASS B INTEREST (WHICH REPRESENTS AN ASSIGNMENT OF ONE CLASS B
                      LIMITED PARTNERSHIP INTEREST HELD BY
                              CMP BENEFICIAL CORP.)
                         (Title of Class of Securities)

                                      None
                      (CUSIP Number of Class of Securities)

                                 JOSEPH P. OTTO
                        C/O CONCORD MILESTONE PLUS, L.P.
                       200 CONGRESS PARK DRIVE, SUITE 103
                           DELRAY BEACH, FLORIDA 33445
                                  (561)394-9260
     (Name, address, and telephone numbers of person authorized to receive
     notices and communications on behalf of the persons filing statement)

[ ]   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.


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         This Amendment No. 1 amends the Schedule 14D-9 filed by Concord
Milestone Plus, L.P. (the "Partnership") on May 10, 2005 in response to the
offer by Sutter Opportunity Fund 3, LLC, Sutter Opportunity Fund 3 (TE), LLC,
SCM-CMP Acquisition Fund, LLC, MacKenzie Patterson Fuller, Inc., Robert E. Dixon
and C.E. Patterson (the "Purchasers") in the Tender Offer Statement on Schedule
TO (the "Tender Offer") filed on April 27, 2005 to purchase any and/or all of
the outstanding Equity Units, each of which consists of one Class A Interest and
one Class B Interest, for a purchase price of $2.50 per Equity Unit.


ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     Item 4(b) is hereby amended to add the following:

     (b)  Reasons.

          If any person or group controlled a majority of the outstanding Class
A Interests and a majority of the outstanding Class B Interests (interests owned
by the General Partner and certain affiliates of the General Partner who are not
individuals are not deemed outstanding for this purpose), such person or group
would be able to direct the vote of a majority in interest of the Limited
Partners of the Partnership. Under Section 11.2 of the Partnership Agreement, a
majority in interest of the Limited Partners may do any of the following without
the concurrence of the General Partner:

     o    amend the Partnership Agreement (except that no such amendment shall
          (x) be effective to change the obligations or rights of any partner or
          interest holder as to capital, allocations or distributions without
          such partner's or interest holder's consent (other than certain
          modifications which the General Partner determines are prudent to
          comply with federal income tax regulations), (y) in any manner allow
          Limited Partners or interest holders to take part in the control of
          the Partnership's business, or (z) alter certain rights, powers,
          duties or interests of the General Partner without the General
          Partner's consent);

     o    dissolve the Partnership;

     o    remove the General Partner and elect a replacement therefor; and

     o    approve or disapprove the sale of all or substantially all of the
          assets of the Partnership.

In addition, a majority in interest of the Limited Partners may, under other
provisions of the Partnership Agreement, grant or deny consent to the General
Partner to designate one or more persons to be an additional general partner,
and appoint a new General Partner in the event of the withdrawal of a General
Partner in violation of the Partnership Agreement.

If one person or group were to acquire a majority of the Class A Interests and a
majority of the Class B Interests, the holders of the minority of Class A
Interests and Class B Interests that remain outstanding and not held by such
person or group would continue to have the same economic and other rights as
before, however, they would not have the voting power to block any of the
actions which could be taken by a majority in interest of the Limited Partners
as described above.



The Partnership has no prior relationship with or knowledge of the Purchasers
and, therefore, it has no basis on which to assess whether the Purchasers would,
if they do ultimately acquire a majority of the outstanding Class A Interests
and Class B Interests, exercise their voting rights in a manner which will be
beneficial or harmful to the Partnership.

ITEM 8. ADDITIONAL INFORMATION.

     Item 8 is hereby amended to add the following:

     As of May 19, 2005, 58,410 Class A Interests (representing approximately 4%
of the Class A Interests) and 58,410 Class B Interests (representing
approximately 3% of the Class B Interests) had been transferred during the
preceding 12 months. Under the terms of the Partnership Agreement, the
limitations on the transfers of interests in the Partnership in Section 13.5 of
the Partnership Agreement may not be waived. However, a majority in interest of
the Limited Partners may be able to amend the Partnership Agreement to either
remove the limitations on transfer or provide for a waiver of those limitations.

ITEM 9. EXHIBITS.

Exhibit 99(a)(2)(i)        Transmittal Letter from the Partnership dated May 10,
                           2005*

Exhibit 99(a)(2)(ii)       Transmittal Letter from the Partnership dated May 19,
                           2005

                           Property Management Agreement, by and between the
Exhibit 99(e)(1)           Partnership and Concord Assets Management, Inc.,
                           dated as of August 20, 1987, as amended January 22,
                           1988 and April 1988*

Exhibit 99(e)(2)           Administrative Services Agreement, by and between the
                           Partnership and Milestone Properties, Inc., dated as
                           of March 1, 2005*

* Incorporated herein by reference to the Partnership's Schedule 14D-9 filed on
  May 10, 2005


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                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


                             /s/   Joseph P. Otto
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                                   (Signature)


                         Joseph P. Otto, Vice President
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                                (Name and title)


                                  May 19, 2005
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                                     (Date)



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EX-99.(A)(2)(II)

                          CONCORD MILESTONE PLUS, L.P.
                             200 Congress Park Drive
                                    Suite 103
                           Delray Beach, Florida 33445

May 19, 2005


Dear Investor:

         On April 27, 2005, Sutter Opportunity Fund 3, LLC, Sutter Opportunity
Fund 3 (TE), LLC, SCM-CMP Acquisition Fund, LLC, MacKenzie Patterson Fuller,
Inc., Robert E. Dixon and C.E. Patterson (the "Purchasers") disclosed in a
Tender Offer Statement on Schedule TO an offer (the "Tender Offer") to purchase
any and/or all of the outstanding Equity Units of Limited Partnership Interest
of Concord Milestone Plus, L.P. (the "Partnership"), each of which is comprised
of one Class A Interest and one Class B Interest (an "Equity Unit"), for a
purchase price of $2.50 per Equity Unit. The Partnership has determined to
remain neutral as to the Tender Offer and is expressing no opinion as to whether
you should accept or reject the Tender Offer, as disclosed in the Schedule 14D-9
filed with the Securities and Exchange Commission (the "Commission") by the
Partnership on May 10, 2005 and delivered to the interest holders.

         Enclosed please find the Schedule 14D-9 Amendment No. 1 filed by the
Partnership with the Commission on May 19, 2005 (the "14D-9/A"), which
supplements the Partnership's disclosure in the Schedule 14D-9 previously sent
to you.

         You are urged to read all the materials carefully, including the Tender
Offer materials sent by the Purchasers, the Schedule 14D-9 sent by the
Partnership on May 10, 2005 and the enclosed Amendment No. 1 to the
Partnership's Schedule 14D-9, and to consider all the factors set forth therein
before making a decision with respect to the Tender Offer.


                                                     Sincerely,

                                                     CM PLUS CORPORATION,
                                                     General Partner

                                                     /s/ Joseph P. Otto

                                                     Joseph P. Otto
                                                     Vice President