HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    FORM 10-Q
                               SEPTEMBER 30, 1999

                                TABLE OF CONTENTS


                                                                   Page



PART I - FINANCIAL INFORMATION

        Financial Statements

           Consolidated Balance Sheets                              3

           Consolidated Statements of Operations                    4

           Consolidated Statements of Partners' Equity (Deficit)    5

           Consolidated Statements of Cash Flows                    6

           Notes to Consolidated Financial Statements               7

        Management's Discussion and Analysis of Financial          12
        Condition and Results of Operations

PART II - OTHER INFORMATION                                        13

        Signatures                                                 14












          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998


                                     ASSETS

                                            1999            1998
                                       --------------- ---------------
                                        (Unaudited)
INVESTMENT IN REAL ESTATE
     Building and building improvements  $         -    $ 15,145,302
     Land                                          -          97,034
     Furniture and equipment                       -         980,447
     Marina - land and improvements                -       1,659,050
     Deferred evaluation and
      acquisition costs                            -       1,102,600
                                       --------------- ---------------
                                                   -      18,984,433
       Less accumulated
        depreciation and amortization              -       4,242,639
                                       --------------- ---------------
                                                   -      14,741,794
     Reserve for realization of Marina
      land and improvements                        -        (845,672)
                                       --------------- ---------------
                                                   -      13,896,122

CASH AND CASH EQUIVALENTS                    270,696         540,298
CASH EQUIVALENT, SECURITY DEPOSITS                 -          85,958
ESCROW DEPOSITS                              407,858         546,834
DEFERRED COSTS, net of accumulated
     amortization (1998, $51,761)                  -         130,924
OTHER ASSETS                                  43,319         269,188
                                       --------------- ---------------
                                       $     721,873   $  15,469,324
                                       =============== ===============


                   LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Note payable                          $         -    $   5,619,134
  Accrued expenses and other
    liabilities                             179,030          338,908
  Security deposits                               -           78,055
                                      ---------------  ---------------
     Total liabilities                      179,030        6,036,097
                                      ---------------  ---------------

COMMITMENTS  (Note 5)

PARTNERS' EQUITY
  Limited Partners' equity-Units
    of Investor
      Limited Partnership Interest,
      $1,000 stated value per unit-
      16,361 units issued and
      outstanding                           606,151        9,481,256
  General Partner's deficit                 (63,308)         (48,029)
                                      ---------------  ---------------

      Total partners' equity                542,843        9,433,227
                                      ---------------  ---------------
                                      $     721,873    $  15,469,324
                                      ===============  ===============



   The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
            AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)


                                  Three Months              Nine Months
                              Ended September 30,        Ended September 30,
                            ----------------------     ---------------------
                              1999        1998           1999       1998
                            ----------  ----------     ---------  ----------
REVENUES:
  Rental and related income $850,736   $ 978,018      $2,655,230  $2,724,101
  Interest and other income   24,121      10,387          33,159      33,975
                           ----------  ----------     ----------- -----------
                             874,857     988,405       2,688,389   2,758,076
                           ----------  ----------     ----------- -----------
EXPENSES:
  Operating and
   administrative             54,807      59,151         200,432     181,347
  Property operating
   expenses                  502,342     511,088       1,759,740   1,464,017
  Depreciation and
   amortization              220,121     117,507         481,887     406,848
                            ----------  ----------    -----------  ----------
                             777,270     687,746       2,442,059   2,052,212
                            ----------  ----------    -----------  ----------

INCOME FROM OPERATIONS        97,587     300,659         246,330     705,864


INTEREST EXPENSE             (84,081)   (111,514)       (303,349)   (336,698)
MORTGAGE PREPAYMENT EXPENSE (390,126)          -        (390,126)          -
SOLICITATION EXPENSE        (119,649)          -        (119,649)          -
LOSS ON SALE OF REAL ESTATE
  (NET OF DIRECT COSTS OF
   $295,256 AND UNAMORTIZED
   DEFERRED EVALUATION AND
   ACQUISITION COSTS OF
   $863,021)                (961,140)          -        (961,140)          -
                            ----------  ----------    -----------  ----------
NET INCOME (LOSS)        $(1,457,409)  $ 189,145     $(1,527,934)  $ 369,166
                         ============  ==========    ============  ==========

NET INCOME (LOSS)
 ALLOCATED
  GENERAL PARTNER        $   (14,574)  $  1,891      $   (15,279)  $  3,692
                         ============  =========     ============  =========

NET INCOME (LOSS)
 ALLOCATED
  LIMITED PARTNERS      $(1,442,835)   $187,254      $(1,512,655)  $ 365,474
                        ============   =========     ============  ==========

NET INCOME PER UNIT OF
 INVESTOR LIMITED
 PARTNERSHIP INTEREST,
 BASED ON 16,361 UNITS
 OUTSTANDING:           $    (88.19)   $  11.45      $  (92.46)   $    22.34
                        ============   =========     ==========   ===========











  The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>




          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
             CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
                        THE YEAR ENDED DECEMBER 31, 1998





                         Units of
                         Investor   Investor
                         Limited     Limited     General
                         PartnershipPartners'   Partner's
                         Interest    Equity      Deficit      Total
                         ---------  ----------  ----------  -----------


BALANCE, December 31,
1997                       16,361  $9,139,816    $(51,478)   $9,088,338

    Net income                  -     341,440       3,449       344,889
                         ---------  ----------  ----------   -----------

BALANCE, December 31,
1998                       16,361   9,481,256     (48,029)    9,433,227

    Net loss (Unaudited)        -  (1,512,655)    (15,279)   (1,527,934)

    Distributions               -   (7,362,450)         -    (7,362,450)
                         ---------  ----------  ----------  -----------

BALANCE, September 30,
1999 (Unaudited)            16,361  $ 606,151   $ (63,308)  $   542,843
                         =========  ==========  ==========  ============






















  The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)


                                                1999          1998
                                             ------------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                       $ (1,527,934)  $  369,166
   Adjustments to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
      Depreciation and amortization             481,887      406,848
      Loss on disposal of asset                   3,699            -
      Loss on sale of real estate               961,140            -
      Decrease (Increase) in security
       deposits, net                              7,903       (3,315)
      Decrease (Increase) in escrow deposits    138,976     (345,429)
      Decrease (Increase) in other assets       145,154     (112,140)
      Decrease in accrued expenses and
       other liabilities                       (159,878)     (46,224)
                                             ------------  -----------

   Net cash provided by operating activities     50,947      268,906
                                             ------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to building and building
    improvements                                (62,953)           -
   Purchase of furniture & equipment           (377,279)     (12,289)
   Additions to marina                          (82,427)    (226,280)
   Proceeds from exchange of building and
    building improvements                             -      122,843
   Proceeds from sale of real estate         13,183,694            -
                                             ------------  -----------

 Net cash provided by (used in)
investing activities                         12,661,035     (115,726)
activities
                                             ------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of mortgage note         (105,345)    (109,954)
payable
   Payoff of mortgage payable                 (5,513,789)          -
   Distributions                              (7,362,450)          -
                                             ------------  -----------

   Cash used in financing activities         (12,981,584)    (109,954)
                                             ------------  -----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             (269,602)      43,226

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                           540,298      670,811
                                             ------------  -----------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                             $   270,696   $  714,037
                                             ============  ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

      Cash paid for interest                 $   321,728      336,698
                                             ============  ===========






  The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)


(1)   Organization and General Partner - BHPII

      Historic  Preservation  Properties  1990 L.P. Tax Credit Fund (HPP'90) was
      formed on October  4, 1989  under the  Delaware  Revised  Uniform  Limited
      Partnership Act. The purpose of HPP'90 is to invest in a portfolio of real
      properties  which are intended to qualify for  rehabilitation  tax credits
      (Rehabilitation  Tax  Credits)  afforded  by  Section  47 of the  Internal
      Revenue Code of 1986, as amended,  to  rehabilitate  such  properties  (or
      acquire such properties in the process of rehabilitation and complete such
      rehabilitation)  in a manner  intended  to render a  portion  of the costs
      thereof  eligible  for  Rehabilitation  Tax  Credits,  and to operate such
      properties.

      Boston  Historic  Partners  II  Limited  Partnership  (BHP II), a Delaware
      limited  partnership,  is the general partner of HPP'90. BHP II was formed
      in June 1989 for the  purpose of  organizing,  syndicating,  and  managing
      publicly offered real estate limited partnerships  (Public  Rehabilitation
      Partnerships).

 (2)  Basis of Presentation

      The  accompanying  unaudited  financial  statements  have been prepared in
      accordance  with  generally  accepted  accounting  principles  for interim
      financial information and generally with the instructions to Form 10-Q and
      Article 10 of Regulation S-X. Accordingly,  they do not include all of the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles  for  complete   financial   statements.   In  the  opinion  of
      management,  all  adjustments  (consisting of normal  recurring  accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the nine months ended  September 30, 1999, are not necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December  31,  1999.  For  further  information,  refer  to the  financial
      statements  and  footnotes  thereto  included in the Annual Report on Form
      10-K for the year ended  December  31, 1998 for HPP'90,  as filed with the
      Securities and Exchange Commission.

(3)   Investment in Real Estate

      HPP'90 has an interest in the following entities:

      Henderson's  Wharf  Baltimore,  L.P. (the Building  Venture) is a Delaware
      limited  partnership  formed on July 20,  1990 to acquire and retain a fee
      interest  in  a  seven-story   building  on  1.5  acres  of  land  and  to
      rehabilitate the building into residential apartment units with 153 indoor
      parking  spaces (the  Apartments)  and a 38 room inn (the Inn)  located at
      1000  Fell  Street,  Baltimore,  Maryland.  In  addition  to the inn,  the
      building  contains a total of 137 residential  units, 8 of which are owned
      by unrelated parties.  The building has been  substantially  renovated and
      certain  renovation  costs  qualify for  Rehabilitation  Tax Credits.  The
      Building  Venture  purchased its interest for  $6,812,500,  which included
      seller financing of $6,350,000, and a contingent purchase price promissory
      note (see Note 4). Contributions by HPP'90 to the Building Venture totaled
      $12,214,500 as of September 30, 1999.

      HPP'90 has made all required capital contributions to the Building Venture
      in accordance with the Building Venture's  partnership  agreement,  and is
      not  required  to make  additional  contributions,  although  at its  sole
      discretion, may do so.

      On February 27, 1996, the Building  Venture  purchased  three  condominium
      units and parking spaces owned by unrelated  parties,  in conjunction with
      the  refinancing  of its note payable (see Note 4). On March 17, 1998, the
      Building  Venture  exchanged a condominium unit and parking spaces with an
      unrelated  party in return for that unrelated  party's  condominium  unit,
      parking spaces and $135,000. The transaction resulted in net cash proceeds
      of  $122,843,  after  closing  costs.  On November  3, 1998,  as part of a
      negotiated  settlement,  the Building Venture purchased a condominium unit
      and parking  space owned by an  unrelated  party,  with whom the  Building
      Venture was engaged in a lawsuit and countersuit,  for a purchase price of
      $110,000.

      HPP'90's  operations,   principally  consisting  of  accounting,  investor
      services  and other  general  and  administrative  costs,  are funded from
      distributions  by the  Building  Venture.  Also,  distributions  from  the
      Building  Venture  were used to fund  reserves  for the  capital  needs of
      HPP'90's real property  entities.  For the nine months ended September 30,
      1998, the Building Venture  distributed  $225,000 to HPP'90.  As discussed
      later,  in  September  1999,  the  Building  Venture sold its property and
      distributed the net proceeds to HPPP'90, which then made a distribution of
      funds to its Limited  Partners.  For the nine months ended  September  30,
      1999, the Building Venture distributed

                                          7
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)


(3)   Investment in Real Estate (Continued)

      $7,758,508 to HPP'90. On September 13, 1999,  HPP'90  distributed $450 per
      $1,000 unit for a total of  $7,362,450 to its Limited  Partners  ($450 per
      $1,000 unit, 16,361 units issued and outstanding).

      Rehabilitation   Tax  Credits   generated  by  the  Building  Venture  and
      previously allocated to HPP'90's Limited Partners totaled $3,174,059 since
      inception. As of December 31, 1996, 100% of the credits were fully vested.

      Henderson's Wharf Marina,  L.P. (the Marina Venture) is a Delaware limited
      partnership  formed on July 20, 1990 to acquire and retain a fee  interest
      in a 1.92 acre parcel of land together with a 256-slip  marina  located in
      Baltimore,  Maryland.  HPP'90 purchased the Marina Venture for $1,266,363,
      which included seller financing of $1,187,500. Contributions to the Marina
      Venture by HPP'90 totaled $777,943 as of September 30, 1999.

      At September  30, 1999,  HPP'90 holds a 99% general  partner  interest and
      Henderson's Wharf  Development Corp.  (HWDC), a wholly owned subsidiary of
      HPP'90  holds  total  general and  limited  partner  interest of 1% in the
      Building  Venture.  At  September  30,  1999,  HPP'90  holds a 98% limited
      partner  interest  and HWDC holds a 2%  general  partner  interest  in the
      Marina Venture.

      HPP'90 may make additional capital  contributions to the Marina Venture as
      provided  in  the  Marina  Venture's  partnership  agreement,  but  is not
      required to do so.

      The  Marina  Venture  had  operated  a minimal  number of slips  from 1991
      through  1995  due  to  the  significant  repairs  necessary  to be  fully
      operational.  During the period January 1, 1999 through  September 9, 1999
      and the years ended  December 31, 1998 and 1997 the Marina  Venture  added
      $47,405, $282,791 and $33,727,  respectively, of utility, safety and other
      improvements,  increasing  the number of fully  operational  slips to 256.
      Substantial  repairs were still  needed to maintain  the Marina  Venture's
      land which provides parking to the Marina and Inn (see Note 5).

      On December 31, 1992, the Third Amended and Restated  Agreement of Limited
      Partnership  of  Henderson's  Wharf Marina L.P. was executed.  HWFP,  Inc.
      (HWFP),  a Maryland  corporation  and the original  holder of the purchase
      money note relating to the purchase of the marina property, received a 50%
      limited  partnership  interest in the Marina Venture and became the holder
      of a minority interest.

      On  February  27,  1996,  the  Partnership  redeemed  HWFP's  50%  limited
      partnership   interest  in  the  Marina  Venture  by  issuing  a  $225,000
      promissory  note payable  secured by the marina  property.  As a result of
      this  redemption,  HPP'90's  limited  partnership  interest  in the Marina
      Venture  increased to 98% and HWDC's general  partnership  interest in the
      Marina Venture increased to 2% as of the date of redemption.  On September
      30, 1997, the Building Venture advanced the Marina Venture  $200,000,  and
      the Marina  Venture  then settled in full the  promissory  note payable to
      HWFP.

      The Building Venture and the Marina Venture are  collectively  referred to
      as "the Ventures".

      Generally,  allocations  of net profits and losses as well as cash flow of
      the Building  Venture and Marina Venture are allocated in accordance  with
      the Ventures' respective amended partnership agreements.

      In July 1999, the Ventures  entered into purchase and sale agreements with
      an affiliate of Gunn Financial,  Inc., a party  unaffiliated to HPP'90 and
      the Ventures,  to sell the properties  owned by both the Building  Venture
      and  the  Marina  Venture  for  a  combined  price  of  $13,550,000.   The
      Partnership  had obtained two recent  appraisals  each of which valued the
      combined  properties at $13,500,000  and  $13,540,000,  respectively.  The
      partnership  agreement states that a sale of substantially  all the assets
      requires the  approval of a majority in interest of the Limited  Partners.
      The Partnership submitted a Consent Solicitation  Statement,  dated August
      2, 1999 as filed  with the  Securities  and  Exchange  Commission,  to the
      Limited  Partners  to  obtain  the  approval  for  the  sale,   subsequent
      distribution of net proceeds and liquidation of the Partnership. By August
      31, 1999, the  Partnership  received the approval for the sale from 57% in
      interest of its Limited Partners.

      On  September  9,  1999,  the  Ventures  consummated  the  sale  of  their
      respective  properties.  The sale price paid for the Ventures'  properties
      was $13,550,000 with payments due at closing for direct costs of $295,256,
      capital  costs  assumed by the buyer of $71,050,  mortgage note payable of
      $5,513,789,  mortgage  prepayment expense of $390,126 and accrued interest
      of $30,858.
                                          8
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)


(3)   Investment in Real Estate (Continued)

      As discussed  previously,  on September 13, 1999, HPP'90  distributed $450
      per $1,000 unit for a total of  $7,362,450 to its Limited  Partners  ($450
      per $1,000 unit, 16,361 units issued and  outstanding).  HPP'90 intends to
      make a  final  distribution  to  its  Limited  Partners  and  wind  up its
      operations  by December  31, 1999.  Solicitation  expenses for the quarter
      ended September 30, 1999 totaled $119,649.

(4)    Note Payable

      The Building Venture originally  financed $6,350,000 of the purchase price
      of the property by issuing a purchase  money note to the seller,  HWFP. In
      conjunction with issuing a purchase money note to the seller, the Building
      Venture entered into a contingent  purchase price promissory note with the
      seller for  $1,250,000.  Payment on the note was contingent  upon the cash
      flow (as defined) generated from the future sale of apartment units in the
      Building  Venture.  The note was unsecured,  bore no interest,  and had no
      maturity date.

      On February 27, 1996,  HPP'90 issued a $6,000,000  deed of trust note to a
      third  party  lender  which  provided  funds for the  Building  Venture to
      refinance the then  outstanding  balance of the seller  financed  purchase
      money note totaling  $5,590,418,  to pay $109,582 to the seller in release
      of the contingent  purchase price promissory note, and to purchase in part
      three  condominium units and parking spaces owned by unrelated parties for
      an  aggregate  purchase  price of  $332,682.  The deed of trust  note bore
      interest at 7.85%,  amortized over a 20-year schedule and required monthly
      principal and interest payments in the amount of $49,628,  which commenced
      April 1996 with the remaining  unpaid  principal and interest due in March
      2016.  Under the deed of trust  note,  the lender had the option  with six
      months written notice to call amounts  outstanding under the deed of trust
      note at the end of ten years  (February 2006) or anytime  thereafter.  The
      deed of trust note was secured by the Building Venture's  property,  rents
      and assignment of leases and was guaranteed by the Building Venture.

      As discussed in Note 3, on September 9, 1999 the Building Venture sold its
      property  and HPP'90  paid to the lender the  remaining  principal  due of
      $5,513,789, as well as accrued interest of $30,058 and mortgage prepayment
      expense of $390,126.

(5)   Transactions With Related Parties, Commitments and Contingencies

      The Ventures entered into a consulting agreement  (Consulting  Agreement),
      which expired on December 31, 1991, that required the Building  Venture to
      pay Hillcrest  Management  Inc.,  (HMI) a  Massachusetts  corporation  and
      former limited  partner of the Ventures with whom the Ventures had several
      contracts,  a $15,000  refinancing fee upon the closing of any refinancing
      of the existing Building  Venture's  financing.  The Consulting  Agreement
      also  required the Ventures to pay HMI an incentive fee equal to 1% of the
      gross  sales  proceeds  resulting  from the sale of the  properties  to an
      unaffiliated third party buyer. The incentive fee commitment  survived the
      December 31, 1991  expiration  date of the  Consulting  Agreement  and the
      termination  of all other  agreements  with HMI (see below).  The Building
      Venture paid the $15,000  refinancing fee to HMI in March 1996 as a result
      of refinancing its purchase price  promissory note as discussed in Note 4.
      The Ventures paid HMI a total of $135,500 in September 1999 as a result of
      the sale of the Ventures' property discussed in Note 3.

      HPP'90 entered into an agreement on behalf of the Ventures to pay contract
      termination settlement payments (Settlement Payments) totaling $271,108 to
      HMI. The  Settlement  Payments  required an initial  payment of $36,000 on
      January  27,  1995 and  require  monthly  payments  of $3,221  through the
      earlier of September  2001 or the  occurrence of certain events as defined
      in the agreement.  The Settlement Payments are secured by 100% of HPP'90's
      economic  interest  as a  partner  in  the  Ventures,  as  defined  in the
      agreements;  net sales and  refinancing  proceeds;  cash  flow;  return of
      capital  contributions;  all of HPP'90's cash and marketable securities in
      excess of $150,000; and all of the Ventures' cash in excess of the greater
      of $200,000 or reserves  required  by  lenders.  No  distributions  to the
      partners of HPP'90 were permitted until all Settlement  Payments were paid
      in full. The Settlement  Payments may have been prepaid, as defined in the
      agreement, without penalty. In September 1999, HMI and the Ventures agreed
      that final payment of all unpaid  Settlements  Payments  totaling  $70,010
      would be made in December  1999. As of September 30, 1999 and December 31,
      1998,  unpaid  Settlement  Payments included in accrued expenses and other
      liabilities totaled $70,010 and $106,280, respectively.


                                       9
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)


(5)   Transactions With Related Parties, Commitments and Contingencies
      (Continued)

      On November 1, 1995, the Building  Venture and Marina Venture entered into
      property management contracts with Claremont Management Corporation (CMC),
      an unaffiliated  Massachusetts  corporation,  to manage the apartment, inn
      and marina  operations.  The property  management  contracts  provided for
      payment of  management  fees to CMC equal to 4% and 4.5% of apartment  and
      inn gross  receipts,  as  defined,  respectively,  and 9% of marina  gross
      receipts, as defined. The agreements expired on June 30, 1998. For the six
      months  ended June 30, 1998,  management  fees paid to CMC by the Ventures
      totaled $74,668.

      Effective  July 1, 1998, the Building  Venture and Marina Venture  entered
      into  property  management  contracts  with Gunn  Financial,  Incorporated
      (GFI), an unaffiliated Massachusetts corporation,  to oversee the property
      management  of the  apartment,  inn and marina  operations.  The  property
      management  contracts  will provide for the payment of management  fees to
      GFI equal to 4% of apartment gross receipts, 4% of inn gross receipts, and
      4% of marina gross receipts,  as defined,  respectively.  Also,  effective
      July 1, 1998, GFI subcontracted Winn Management  Company,  an unaffiliated
      Massachusetts  corporation who managed numerous properties  throughout the
      East Coast, to provide certain on site property management services to the
      apartment,  inn and marina  operations.  The  agreements  expired upon the
      disposition of the Ventures'  properties,  as discussed in Note 3. For the
      period January 1, 1999 through  September 9, 1999, the date of the sale of
      the  properties,  and for the period July 1, 1998  through  September  30,
      1998,  management  fees paid to GFI by the Ventures  totaled  $112,195 and
      $40,011, respectively.

      On October 1,  1995,  HPP'90  engaged  CMC to  provide  accounting,  asset
      management and investor services. CMC provided such services for an annual
      management  fee of  $38,400,  plus  reimbursement  of  all  its  costs  of
      providing these services.  The agreement expired on June 30, 1998. For the
      six months  ended June 30,  1998,  expense  reimbursements  to CMC totaled
      $83,080.

      Effective July 1, 1998,  HPP'90 engaged GFI to provide  accounting,  asset
      management and investor services. GFI provides such services for an annual
      management  fee of  $36,000,  plus  reimbursement  of  all  its  costs  of
      providing these services.  The agreement  expires June 30, 2000 due to the
      disposition  of the Ventures'  properties,  as discussed in Note 3. HPP'90
      intends  to pay  GFI by  December  31,  1999  for  the  accounting,  asset
      management  and  investor  services  required for the  liquidation  of the
      Partnership  through the expiration  date of the contract.  For the period
      January 1, 1999 through September 30, 1999 and for the period July 1, 1998
      through September 30, 1998, expense reimbursements to GFI totaled $153,304
      and $47,109, respectively.

      According to a provision in one purchase and sale contract of one of three
      condominiums  purchased on February 27, 1996,  the purchase price for that
      condominium was the greater of the seller's  outstanding  mortgage balance
      as of the date of  purchase  or the  fair  market  value  of the  property
      determined by independent  appraisal  through a period  extending  through
      June 1, 1999.  At the February 27, 1996 closing,  the purchase  price paid
      was the then  outstanding  balance of the seller's  mortgage.  If, through
      June 1, 1999,  the fair market value was determined to be greater than the
      amount paid at the closing,  the Building  Venture was required to pay the
      excess of the determined fair market value over the purchase price paid at
      the  closing  to the  seller.  As a part of the  purchase  agreement,  the
      Building Venture has established a $25,000  collateral escrow in the event
      that an  additional  payment was made to the seller.  In August 1999,  the
      Building Venture and the seller agreed to an additional payment of $25,000
      to be paid to the seller to conclude this transaction.

      On November 3, 1998, the Building Venture and the condominium  association
      to which it belongs  settled a lawsuit  against one unit owner for failure
      to pay condominium  assessments and nuisance,  and a counterclaim filed by
      that unit owner against the Building Venture, the condominium association,
      and other third parties for alleged breach of contract and related counts.
      As part of the settlement,  the Building Venture paid $110,000 to purchase
      the condominium unit and parking space as well as an additional $65,000.

      In late 1998, the  condominium  association to which the Building  Venture
      belongs engaged an engineering  firm to conduct a capital needs assessment
      of its property. Based on that study, the condominium association assessed
      its  owners in 1999 a special  assessment  totaling  $160,000  to  provide
      reserves for certain  replacement  items. The Building  Venture's share of
      the special  assessment  was  approximately  $152,000  and was paid to the
      condominium association in April 1999.


                                         10
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1999
                                   (UNAUDITED)


(5)   Transactions With Related Parties, Commitments and Contingencies
      (Continued)

      Within the next several years, significant repairs were needed to maintain
      the Marina  Venture's land which  provides  parking to the Marina and Inn.
      The Marina Venture  anticipated that capital resources to fund the repairs
      were likely to have been provided by additional contributions from HPP'90.
      The Marina Venture  estimated the cost of replacing the bulkhead to retain
      the  land  to  have  been  in  excess  of  $2,300,000.  Also,  HPP'90  was
      investigating  other potential sources of available parking for the Marina
      and Inn.  Included in escrow deposits as of December 31, 1998 was $404,681
      that HPP'90 had reserved for future capital improvements.

      As of September 30, 1999,  HPP'90 had escrow deposits  totaling  $407,858,
      which includes amounts reserved for the following;  required remittance to
      the state of Maryland for withholding tax, remaining  Settlement  Payments
      to  HMI,  audit,  tax,  legal,  general  and  administrative,   and  final
      liquidation expenses of the Partnership.

(6)   Fair Value of Financial Instruments

      The  carrying  amounts  of cash and  cash  equivalents,  cash  equivalent,
      security   deposits,   escrow   deposits,   accrued   expenses  and  other
      liabilities,  and security deposits at September 30, 1999 and December 31,
      1998 approximate their fair values due to their short maturities. The fair
      value of the note payable at December 31, 1998  approximates  its carrying
      amount  based on the  interest  rates  available  to  HPP'90  for  similar
      financing arrangements. All financial instruments are held for non-trading
      purposes.


































                                      11
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               SEPTEMBER 30, 1999


Liquidity  and  Capital  Resources.  In July 1999,  the  Ventures  entered  into
purchase and sale agreements with an affiliate of Gunn Financial,  Inc., a party
unaffiliated  to HPP'90 and the Ventures,  to sell the properties  owned by both
the Building Venture and the Marina Venture for a combined price of $13,550,000.
The  Partnership  had  obtained two recent  appraisals  each of which valued the
combined   properties  at  $13,500,000  and   $13,540,000,   respectively.   The
partnership  agreement  states  that a sale  of  substantially  all  the  assets
requires  the  approval of a majority in interest of the Limited  Partners.  The
Partnership submitted a Consent Solicitation Statement,  dated August 2, 1999 as
filed with the Securities and Exchange  Commission,  to the Limited  Partners to
obtain the approval for the sale,  subsequent  distribution  of net proceeds and
liquidation of the Partnership. By August 31, 1999, the Partnership received the
approval for the sale from 57% in interest of its Limited Partners.

On September  9, 1999,  the Ventures  consummated  the sale of their  respective
properties.  The sale price paid for the Ventures'  properties  was  $13,550,000
with payments due at closing for direct costs of $295,256, capital costs assumed
by  the  buyer  of  $71,050,  mortgage  note  payable  of  $5,513,789,  mortgage
prepayment expense of $390,126 and accrued interest of $30,858.

On September 13, 1999,  HPP'90  distributed  $450 per $1,000 unit for a total of
$7,362,450 to its Limited  Partners  ($450 per $1,000 unit,  16,361 units issued
and  outstanding).  HPP'90 intends to make a final  distribution  to its Limited
Partners and wind up its operations by December 31, 1999.

At September 30, 1999, the  Partnership  had combined cash and cash  equivalents
totaling $270,696,  as well as escrowed funds totaling  $407,858.  Such cash and
cash  equivalents  and  escrow  funds  will  be  utilized  for  the  payment  of
outstanding  obligations of the Partnership,  including a required remittance to
the state of Maryland for withholding tax, remaining Settlement Payments to HMI,
audit, tax, legal, general and administrative, and final liquidation expenses of
the  Partnership  and  distributions  to  Limited  Partners.  These  sources  of
liquidity are expected to be sufficient to meet the Partnership's  needs through
its expected date of liquidation.

Results of  Operations.  The  Partnership  generated a net loss under  generally
accepted accounting principles of $1,527,934 for the nine months ended September
30, 1999 which includes  depreciation  and  amortization  of $469,207,  mortgage
prepayment  expense of $390,126,  solicitation  expenses of $119,649 and loss on
sale  of real  estate  of  $961,440,  (net  of  direct  costs  of  $295,256  and
unamortized deferred evaluation and acquisition costs of $863,021).

As  discussed  in the  Liquidity  Section,  on  September  9, 1999 the  Ventures
consummated  the  sale of  their  respective  properties  and  ceased  operating
activities as of that date. Therefore,  the Partnership's  revenues and expenses
for the three and nine months ended  September 30, 1999 are not  comparative  to
their   respective  prior  periods  due  to  the  shorter  period  of  activity.
Nevertheless,  for the nine months ended September 30, 1999,  property operating
expenses increased mainly due to a special condominium  assessment paid in April
of 1999 of approximately $152,000,  increases in payroll costs due to additional
staffing at the  Ventures'  and utility  expenses  associated  with the elevated
number of occupied slips at the Marina. Also,  depreciation and amortization for
the three and nine months ended September 30, 1999 includes the  amortization of
certain  unamortized  deferred financial and legal costs at the date of the sale
of the properties.

Year 2000 Issues

As noted above,  the Partnership  expects to be liquidated by December 31, 1999.
Notwithstanding  this, the Partnership and the Ventures have analyzed the effect
of the Year 2000 on their  respective  financial  and computer  systems and have
incorporated the necessary modifications to avert any negative consequences. The
Partnership  does not anticipate Year 2000 issues to have any material effect on
its operations or the operations of the Ventures,  or incur substantial costs to
address Year 2000 issues.











                                      12
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND

                           PART II - OTHER INFORMATION

                               SEPTEMBER 30, 1999


      Item 1. Legal Proceedings - At September 30, 1999, the Partnership and the
      Ventures are not party to, to the best  knowledge of the General  Partner,
      any material pending legal proceedings.

Item 2.         Changes in Securities - Not applicable.

Item 3.         Defaults Upon Securities - Not applicable.

Item 4.  Submission of Matters to a Vote of Security  Holders

                As  required   by  the   Partnership's   Agreement   of  Limited
                Partnership the consent of a majority in interest of the Limited
                Partners to the sale of the Partnership's property was submitted
                for a vote  to  the  Limited  Partners,  pursuant  to a  Consent
                Solicitation Statement,  dated August 2, 1999. The Partnership's
                property consisted of the land and seven-story  building located
                at 1000 Fell Street, Baltimore, MD and (the Building Venture)and
                the land and Marina located at 1001 Fell Street,  Baltimore,  MD
                (the Marina  Venture).  The Partnership  owned these  properties
                through  its  100%   ownership  of  the  two  Delaware   limited
                partnerships,  Henderson's Wharf Baltimore,L.P.  and Henderson's
                Wharf Marina Inc.

                As of August 31, 1999, the Partnership obtained the approval for
                the sale with 9,464 vote "For", 1,375 votes "Against", 195 votes
                to "Abstain, and 5,317 units that did not vote.

                The sale closed on September 9, 1999.

                On September 13, 1999, the Partnership distributed $7,362,450 to
                its Limited Partners.

Item 5.         Other Information - Not applicable.

Item 6.         Exhibits and Reports from Form 8-K Filed September 24, 1999

                (a)  Exhibits  Filed  September  24,  1999  with  Form  8-K  and
                     incorporated  herein as referenced
                     1. Agreement for the Purchase and Sale of Real Property of
                        Henderson's  Wharf  Baltimore L.P.
                     2. Agreement for the Purchase and Sale of Real Property of
                        Henderson's Wharf Marina L.P.
                (b)  Reports from Form 8-K filed September 14, 1999 with Form
                     8-K and incorporated herein as referenced
                     Item 2 - Acquisition or Disposition of Assets - Sale of
                              Property
                     Item 5 - Other Events - Distribution to Limited Partners

























                                      13
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND

                                   SIGNATURES



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

                HISTORIC PRESERVATION PROPERTIES 1990
                L.P. TAX CREDIT FUND

                By:  Boston Historic Partners II Limited Partnership
                     General Partner

                     By: BHP II Advisors Limited Partnership
                          General Partner

                          By:  Portfolio Advisory Services, II Inc.
                                 General Partner

Date:  November 1, 1999          By:  /s/ Terrence P. Sullivan
                                      -------------------------
                                      Terrence P. Sullivan,
                                      President

                          and


Date:  November 1, 1999   By:   /s/ Terrence P. Sullivan
                                ------------------------
                                Terrence P. Sullivan,
                                General Partner






























                                      14
<PAGE>