UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                              FORM 10-Q

[X]  Quarterly  Report  Pursuant  to  Section  13 or 15 (d)  of the  Securities
Exchange Act of 1934
For the quarter ended    June  30, 1999
                      -----------------------------------------
                or
[ ]  Transition  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934

For the transition period from              to

Commission File Number 33-31778

Historic Preservation Properties 1990 L.P. Tax Credit Fund
(Exact name of registrant as specified in its charter)

      Delaware                                         04-3066191
(State or other jurisdiction                   (I.R.S. Employer
    of incorporation or                        Identification No.)
      organization)

45 Broad Street,3rd Floor, Boston, Massachusetts        02109
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (617) 338-6900

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



















<PAGE>



          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                   FORM 10-Q
                                 JUNE 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                                           15

        Signatures                                                    16






<PAGE>






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


                                    ASSETS

                                                   1999            1998
                                               --------------  --------------
                                                (Unaudited)
INVESTMENT IN REAL ESTATE
  Building and building improvements           $ 15,161,991     $ 15,145,302
  Land                                               97,034           97,034
  Furniture and equipment                         1,467,247          980,447
  Marina - land and improvements                  1,692,906        1,659,050
  Deferred evaluation and acquisition costs       1,102,600        1,102,600
                                             --------------    --------------
                                                 19,521,778       18,984,433
    Less accumulated
     depreciation and amortization                4,489,645        4,242,639
                                             --------------   --------------
                                                 15,032,133       14,741,794
  Reserve for realization of Marina land
    and improvements                               (845,672)        (845,672)
                                             --------------   --------------
                                                 14,186,461       13,896,122

CASH AND CASH EQUIVALENTS                           194,283          540,298
CASH EQUIVALENT, SECURITY DEPOSITS                   97,324           85,958
ESCROW DEPOSITS                                     652,247          546,834
DEFERRED COSTS, net of accumulated
  amortization (1999,$60,895;1998, $51,761)         121,790          130,924
OTHER ASSETS                                        106,163          269,188
                                             --------------   --------------
                                             $   15,358,268   $   15,469,324
                                             ==============   ==============


                      LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Note payable                               $    5,540,643   $    5,619,134
  Accrued expenses and other liabilities            365,480          338,908
  Security deposits                                  89,443           78,055
                                            ---------------   --------------

    Total liabilities                             5,995,566        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                  9,411,436        9,481,256
  General Partner's deficit                         (48,734)         (48,029)
                                            ---------------   --------------
    Total partners' equity                        9,362,702        9,433,227
                                            ---------------   --------------

                                            $    15,358,268   $   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 JUNE 30, 1999 AND 1998
               AND FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)


                                 Three Months               Six Months
                                 Ended June 30,           Ended June 30,
                             ----------------------   ---------------------
                               1999        1998         1999       1998
                             ----------  ----------   ---------  ----------


REVENUES:
  Rental and related income $1,043,885   $  938,796   $1,804,494 $1,746,083
  Interest and other income      5,276       13,777        9,038     23,588
                            ----------   ----------   ---------- ----------
                             1,049,161      952,573    1,813,532  1,769,671
                            ----------   ----------   ----------  ----------
EXPENSES:
  Operating and
   administrative               78,628       62,523      145,625    122,196
  Property operating
   expenses                    752,295      536,090    1,257,398    952,929
  Depreciation and
   amortization                138,235      142,885      261,766    289,341
                             ----------  ----------   ---------- ----------
                               969,158      741,498    1,664,789  1,364,466
                             ----------  ----------   ---------- ----------
INCOME FROM OPERATIONS          80,003      211,075      148,743    405,205

INTEREST EXPENSE               109,255      112,237      219,268    225,184
                             ----------   ---------   ----------  ---------
NET INCOME (LOSS)           $  (29,252)   $  98,838   $  (70,525) $ 180,021
                            ==========    =========   ==========  =========

NET INCOME (LOSS)ALLOCATED
  TO GENERAL PARTNER        $     (293)   $     988   $     (705) $   1,800
                            ==========    =========   ==========  =========

NET INCOME (LOSS)  ALLOCATED
  TO LIMITED PARTNERS        $  (28,959) $   97,850   $  (69,820) $ 178,221
                             ==========  ==========   ==========  =========
NET INCOME (LOSS) PER UNIT
  OF INVESTOR LIMITED
  PARTNERSHIP INTEREST,
  BASED ON 16,361 UNITS
  OUTSTANDING                $    (1.77) $     5.98   $    (4.27) $   10.89
                             ==========  ==========   ==========  =========


  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 SIX MONTHS ENDED JUNE 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)         -       (69,820)       (705)     (70,525)
                         --------    ----------  ----------   ----------

BALANCE, June 30, 1999
    (Unaudited)            16,361    $9,411,436  $  (48,734)  $9,362,702
                         =========   ==========  ==========   ==========




 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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)


                                                    1999         1998
                                               ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           $ (70,525)   $ 180,021
   Adjustments to reconcile net income
    (loss) to net cash provided by operating
    activities:
      Depreciation and amortization              261,766      289,341
      Loss on disposal of asset                    3,699           --
      Decrease (Increase) in security
       deposits, net                                  22       (3,231)
      Increase in escrow deposits               (105,413)    (267,419)
      Decrease (Increase) in other assets         82,310      (37,660)
      Increase in accrued expenses and
       other liabilities                          26,572       57,544
                                               ---------    ---------

   Net cash provided by operating activities     198,431      218,596
                                               ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to building and improvements        (37,952)          --
   Purchase of furniture & equipment            (359,125)      (4,869)
   Additions to Marina                           (68,878)    (126,634)
   Proceeds from exchange of building and
    building improvements                             --      122,843
                                               ---------    ---------

   Net cash used in investing activities        (465,955)      (8,660)
                                               ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of mortgage note
    payable                                      (78,491)     (72,584)
                                               ---------    ---------

   Cash used in financing activities             (78,491)     (72,584)
                                               ---------    ---------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             (346,015)     137,352

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

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                               $ 194,283    $ 808,163
                                               =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:

      Cash paid for interest                   $ 219,268    $ 225,184
                                               =========    =========









  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
                                 JUNE 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 six  months  ended  June 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 June 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.

      The  economic  occupancy  for the  quarter  ended  June  30,  1999 for the
      residential units was 96% and the average occupancy for the Inn was 77%.

      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  as  discussed  in Note  4,  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.




                                       7

<PAGE>

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


(3)   Investment in Real Estate (Continued)

      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  are  used to fund  reserves  for the  capital  needs of
      HPP'90's real property entities. For each of the six months ended June 30,
      1999 and 1998,  the  Building  Venture  distributed  to  HPP'90  $150,000,
      respectively.

      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 $778,544 as of June 30, 1999.

      At  June  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 June 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 six months ended June 30, 1999 and the years ended
      December 31, 1998 and 1997 the Marina Venture added $33,855,  $282,791 and
      $33,727,   respectively,   of  utility,  safety  and  other  improvements,
      increasing  the  number  of fully  operational  slips to 256.  Substantial
      repairs  are 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.

(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 bears
      interest at 7.85%,  amortizes over a 20-year schedule and requires monthly
      principal and interest payments in the amount of $49,628,  which commenced
      April 1996 with the remaining unpaid


                                       8
<PAGE>

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


(4)    Note Payable (continued)

      principal  and interest  due in March 2016.  Under the deed of trust note,
      the lender has 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 is  secured by the
      Building  Venture's  property,  rents  and  assignment  of  leases  and is
      guaranteed by the Building Venture.

      Approximate  aggregate annual  maturities under the deed of trust note for
      each of the next five years are as follows:

                  Year Ending December 31       Amount
                          1999                $160,113
                          2000                 173,145
                          2001                 187,236
                          2002                 202,475
                          2003                 218,954

 (5)  Transactions  With Related  Parties,  Commitments,  Contingencies and
      Subsequent Events

      The  Building  Venture  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  Building  Venture to pay HMI an
      incentive fee equal to 1% of the gross sales  proceeds  resulting from the
      sale of the building  property to an unaffiliated  third party buyer.  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  incentive  fee  commitment  survives  the  December  31, 1991
      expiration  date of the  Consulting  Agreement and the  termination of all
      other agreements with HMI (see below).

      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 are permitted until all Settlement Payments are paid in
      full. The Settlement Payments may be prepaid, as defined in the agreement,
      without  penalty.  As of June  30,  1999 and  December  31,  1998,  unpaid
      Settlement  Payments  included in accrued  expenses and other  liabilities
      totaled $86,954 and $106,280, respectively.

      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.  The  agreements
      expire  the  earlier  of June  30,  2006 or upon  the  disposition  of the
      Ventures'  properties,  as  defined.  Also,  effective  July 1, 1998,  GFI
      subcontracted  Winn  Management  Company,  an  unaffiliated  Massachusetts
      corporation who manages numerous properties  throughout the East Coast, to
      provide certain on site property management services to the apartment, inn
      and marina operations.  For the six months ended June 30, 1999, management
      fees paid to GFI by the Ventures totaled $76,317.


                                       9
<PAGE>

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


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

      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 paid 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 the earlier of June 30,
      2006 or upon the disposition of the Ventures' properties,  as defined. For
      the six months ended June 30, 1999, expense  reimbursements to GFI totaled
      $102,491.

      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 is 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 is  determined to be greater than the
      amount paid at the closing,  the Building  Venture will be 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 has to be 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  is  approximately  $152,000  and was paid to the
      condominium association in April 1999.

      Within the next several years,  significant repairs are needed to maintain
      the Marina  Venture's land which  provides  parking to the Marina and Inn.
      The Marina Venture  anticipates that capital resources to fund the repairs
      are likely to be provided by  additional  contributions  from HPP'90.  The
      Marina Venture  estimates the cost of replacing the bulkhead to retain the
      land to be in excess of $2,300,000.  Also,  HPP'90 is investigating  other
      potential  sources of  available  parking  for the  Marina and Inn.  It is
      reasonably  possible  that  the  outcome  of  this  uncertainty  might  be
      determined  in the near term.  Included in escrow  deposits as of June 30,
      1999 and December 31, 1998 is $408,057 and  $404,681,  respectively,  that
      HPP'90 has reserved for future capital improvements.

      In July 1999,  the Ventures  entered into purchase and sale  agreements to
      sell the  properties  owned by both the  Building  Venture  and the Marina
      Venture  for   $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.  In August 1999, the Partnership  began
      the process of obtaining the required  approval for the sale. If approved,
      a sale is expected to be consummated in September 1999.







                                      10
<PAGE>


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


(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 June 30, 1999 and December 31, 1998
      approximate  their fair  values due to their  short  maturities.  The fair
      value  of the  note  payable  at June  30,  1999  and  December  31,  1998
      approximates  its carrying  amount based on the interest  rates  currently
      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
                                 JUNE 30, 1999


Liquidity and Capital  Resources.  The  Partnership  terminated  its offering of
Units on December 31, 1990, at which time Limited  Partners had purchased 16,361
Units,  representing gross capital contributions of $16,361,000.  As of June 30,
1999, the  Partnership  had invested an aggregate of $12,461,719 in the Building
and Marina Ventures.

Such  amount  contributed  in  the  Building  and  Marina  Ventures   represents
approximately 100% of the Limited Partners' capital contribution after deducting
selling  commissions,  organizational  and  sales  costs,  acquisition  fees and
reserves.  The Partnership does not anticipate making any additional investments
in new real estate.

As of June 30, 1999,  the Ventures and HPP'90 had cash and cash  equivalents  of
$127,130 and $67,153, respectively.  HPP'90's cash and cash equivalents are used
primarily  to fund  general  and  administrative  expenses of running the public
fund.  The  Venturers'  cash and  cash  equivalents  are used to fund  operating
expenses  and  debt  service  of the  properties.  In  addition,  to the  extent
available,  the Building Venture  distributes cash to HPP'90 to fund general and
administrative  expenses of managing the public fund. For each of the six months
ended  June 30,  1999 and  1998,  the  Building  Venture  distributed  $150,000,
respectively, to HPP'90.

For the six months ended June 30,  1999,  the  Building  Venture  made  deferred
maintenance  repairs  and  necessary  renovations  to the 38 inn rooms and other
facilities  totaling  $484,659.  At December 31, 1998, the Building  Venture had
made deposits on such improvements of approximately $141,200.

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 is
approximately  $152,000  and was paid to the  condominium  association  in April
1999.

The Marina  Venture had operated a minimal  number of its 256 slips from 1991 to
1995 due to significant repairs necessary to be fully operational.  In 1996, the
Marina Venture began to make certain  repairs needed to increase its operational
slips.  During the six months ended June 30, 1999 and in the years 1998 and 1997
the Marina  Venture  added  $33,855,  $282,791,  and $33,727,  respectively,  of
utility,   safety  and  other  improvements   increasing  the  number  of  fully
operational slips to 256.

 Within the next several years,  significant  repairs are needed to maintain the
 Marina  Venture's land which provides parking to the marina and inn. The Marina
 Venture  estimates  the cost of repairs to maintain the land to be in excess of
 $2,300,000.  The Marina Venture  anticipates that capital resources to fund the
 repairs  are  likely  to be  provided  by  additional  contributions  from  the
 Partnership.  The  Partnership  has reserved for future  capital  improvements,
 included in the escrow  deposits as of June 30, 1999 and December 31, 1998,  is
 $408,057 and $404,681, respectively.

Settlement  Payments  due HMI,  that  were  negotiated  as part of the  contract
termination,  are secured by 100% of HPP'90's economic interest as a partner, as
defined in the agreements,  in the Ventures; net sales and refinancing proceeds;
cash flow; return of capital contributions;  all of HPP'90's cash and marketable
equity securities in excess of $150,000; and all of the Ventures' cash in excess
of the  greater of  $200,000  or reserves  required  by  potential  lenders.  No
distributions  to the  partners  of HPP'90 are  permitted  until all  settlement
payments are paid in full. The Settlement Payments may be prepaid, as defined in
the  agreement,  without  penalty.  As of June 30, 1999 and  December  31, 1998,
unpaid  Settlement  Payments  included in accrued expenses and other liabilities
totaled $86,954 and $106,280, respectively.

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,  the Building  Venture
purchased a condominium unit and parking space owned by an unrelated party for a
purchase price of $110,000.

On February 27, 1996, the Building Venture  obtained  financing of $6,000,000 at
7.85% which requires monthly  principal and interest  payments  totaling $49,628
based on a 20 year  amortization.  The deed of trust note matures in March 2016,
however, under the deed of trust note, the lender has 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
is secured by the Building  Venture's  property,  rents and assignment of leases
and is guaranteed by the Building Venture.

                                      12
<PAGE>

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


On  February  27,  1996,  HPP'90,  HWDC and HWFP,  Inc.  entered  into the First
Amendment to the Third Amended and Restated Agreement of Limited  Partnership of
Henderson's  Wharf Marina,  L.P. by which the  Partnership  redeemed  HWFP's 50%
limited  partnership  interest  in the  Marina  Venture  by  issuing a  $225,000
promissory  note  secured by the marina  property.  On September  30, 1997,  the
Building  Venture  advanced the Marina  Venture  $200,000 and the Marina Venture
then settled in full the remaining outstanding principal balance of $212,532 and
all accrued interest due under the promissory note payable to HWFP.

HPP'90's short-term liquidity depends upon its ability to receive  distributions
from the Building  Venture and to make  contributions  to the Marina  Venture to
maintain the land which  provides  parking to the Marina and Inn. The short-term
liquidity of the Building Venture depends on its ability to generate  sufficient
rental income to fund operating expenses and debt service  requirements and have
sufficient cash to distribute to HPP'90. The short-term  liquidity of the Marina
Venture  depends on its ability to  generate  sufficient  rental  income to fund
operating  expenses.  HPP'90 has advanced  approximately  $968,000 to the Marina
through June 30, 1999 to fund  operations.  It is not  expected  that the Marina
Venture will generate sufficient  short-term liquidity to repay advances made by
HPP'90.

Cash flow generated from the Partnership's  present  investment  properties and
the  Partnership's  share of the proceeds  from the sale of such  properties is
expected  to be the source of future  long-term  liquidity.  In July 1999,  the
Ventures entered into purchase and sale agreements to sell the properties owned
by both the  Building  Venture  and the Marina  Venture  for  $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.  In
August  1999,  the  Partnership  began the process of  obtaining  the  required
approval for the sale.  If approved,  a sale is expected to be  consummated  in
September 1999.

Results of  Operations.  The  Partnership  generated a net loss under  generally
accepted accounting principles of $70,525 for the six months ended June 30, 1999
which includes depreciation and amortization of $261,766.

The Building Venture has been fully  operational  since 1991. The Marina Venture
had  operated  a  minimal  number  of its 256  slips  from  1991 to 1995  due to
significant  repairs  necessary  to be fully  operational.  In 1996,  the Marina
Venture began to make certain repairs needed to increase its operational  slips.
During  the six months  ended  June 30,  1999 and in the years 1998 and 1997 the
Marina Venture added $33,855, $282,791, and $33,727,  respectively,  of utility,
safety and other  improvements  increasing the number of fully operational slips
to 256.  However,  other  substantial  repairs are still  needed to maintain the
Marina Venture's land which provides parking to the Marina and Inn.

The results of the Partnership's operations in future years should be comparable
to 1998 numbers  provided the Building  Venture is able to maintain greater than
90% economic  occupancy in the  Apartments and greater than 65% occupancy in the
Inn.  Expense  levels are expected to increase with the rate of inflation but it
is  anticipated  that the monthly rents and the average daily room rate revenues
should increase accordingly.

The Apartments had economic occupancy rates of 96% and 94% for the three months
ended June 30, 1999 and 1998,  respectively.  Management is projecting  economic
occupancy for the Apartments to be approximately 94% as well as a 3% increase in
rental rates for calendar year 1999.  Management  expects economic  occupancy to
return to about 95% and  rental  rates to  increase  between  3% to 5% in future
years after 1999.

 The average  occupancy  of the Inn for the three months ended June 30, 1999 and
 1998 was 77% and 84%,  respectively.  Management is projecting Inn occupancy of
 approximately  70% for the calendar year 1999, down from an occupancy of 74% in
 1998. The reduction in occupancy is expected to be offset by an increase in the
 average  daily room rate which is  expected  to result in a slight  increase in
 revenue for calendar  year 1999.  The Inn occupancy in future years is expected
 to stay at the same level,  absent any significant adverse market conditions or
 increase in existing market  competition.  Management expects the Inn's average
 daily room rate to increase between 3% to 5% in future years after 1999.

 The Partnership  recorded a net loss of $29,252 for the three months ended June
 30,  1999,  a decrease of  $128,090,  compared to net income of $98,838 for the
 three months  ended June 30, 1998.  This  decrease is primarily  attributed  to
 increases in property  operating and operating and  administrative  expenses of
 approximately  $216,000  and  $16,000,  respectively,  offset by an increase in
 rental and related income of approximately $105,000.  Rental and related income
 increased in the three months

                                      13
<PAGE>

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


 ended June 30, 1999  compared to the three months  ended June 30, 1998,  due to
 increases in both the  Apartment's  and Inn's average rental and room rates and
 also due to  slight  increases  in  occupancy  at the  Apartments  and  Marina.
 Although the Inn's  occupancy  decreased in the second quarter of 1999 compared
 to the second  quarter of 1998,  the  average  daily room rate  increased.  The
 Apartments  recorded a slight  increase in occupancy  and average  rental rates
 experienced  a market rate  increase.  Operating  and  administrative  expenses
 increased as a result of audit, tax preparation and printing expenses. Property
 operating  expenses  increased mainly due to a special  condominium  assessment
 paid in April of 1999 of approximately $152,000 and increased payroll costs due
 to additional staffing at the Ventures'.

 The  Partnership  recorded a net loss of $70,525 for the six months  ended June
 30, 1999,  a decrease of  $250,546,  compared to net income of $180,021 for the
 six months  ended June 30,  1998.  This  decrease is  primarily  attributed  to
 increases in property  operating and operating and  administrative  expenses of
 approximately  $304,000  and  $23,000,  respectively,  offset by an increase in
 rental  and  related  income  of  approximately   $58,000  and  a  decrease  in
 depreciation  and  amortization of  approximately  $28,000.  Rental and related
 income increased due to heightened occupancy at the Marina and elevated average
 room and  rental  rates  at both  the Inn and  Apartments.  The  Inn's  average
 occupancy  decreased to 63% for the six months ended June 30, 1999  compared to
 74% for the same period in 1998, due to unavailable  rooms in the first quarter
 of 1999 as a result of deferred maintenance repairs and necessary  renovations.
 Operating  and  administrative  expenses  increased  as a result of audit,  tax
 preparation and printing expenses. 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.  Depreciation  and  amortization  decreased  because  the
 Building Venture had fully depreciated its furniture and fixtures in the second
 quarter of 1998.

Inflation and Other Economic Factors

Recent  economic  trends  have  kept  inflation   relatively  low  although  the
Partnership  cannot  make any  predictions  as to  whether  recent  trends  will
continue. The assets of the Partnership are highly leveraged in view of the fact
that the Building  Venture is subject to a substantial  mortgage debt as of June
30, 1999. Operating expenses and rental revenues of each property are subject to
inflationary  factors. Low rates of inflation could result in slower rental rate
increases,  and to the  extent  that  these  factors  are not  offset by similar
increases  in  property  operating  expenses  (which  could arise as a result of
general  economic  circumstances  such as an  increase  in the cost of energy or
fuel, or from local economic  circumstances),  the operations of the Partnership
could be adversely  affected.  Actual  deflation in prices  generally  would, in
effect,  increase  the  economic  burden of the  mortgage  debt  service  with a
corresponding adverse effect. High rates of inflation,  on the other hand, raise
the  operating  expenses for projects and to the extent they cannot be passed on
to tenants  through  higher rents,  such increases  could also adversely  affect
Partnership   operations.   Although,   to  the  extent   rent   increases   are
commensurable,  the burden  imposed by the  mortgage  leverage is reduced with a
favorable  effect.  Low levels of new  construction of similar projects and high
levels of  interest  rates may foster  demand for  existing  properties  through
increasing rental income and appreciation in value.

Year 2000 Issues

The  Partnership  and the Ventures  have analyzed the effect of the Year 2000 on
their  respective  financial and computer systems and have  incorporated  and/or
expect to 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.


                                      14
<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND

                          PART II - OTHER INFORMATION

                                 JUNE 30, 1999


Item  1. Legal  Proceedings - At June 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 - Not applicable.

Item 5.   Other Information - Not applicable.

Item 6.   Exhibits and Reports from Form 8-K

          (a)  Exhibits
               None.

          (b)  Reports from Form 8-K None.



                                      15
<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:  August 1, 1999         By:  /s/ Terrence P. Sullivan
                                   ------------------------
                                   Terrence P. Sullivan,
                                   President

                          and


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

                                    16