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    September  30,  1998                       
                      ----------------------------------------------
                  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

Previous Address:  Batterymarch Park II, Quincy, MA  02169

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

                              SEPTEMBER 30, 1998

                               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                   7-10

         Management's Discussion and Analysis of Financial
            Condition and Results of Operations                         11-13

PART II  - Other Information                                            14

                    Signatures                                          15


<PAGE>


          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                         CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

                                    ASSETS

                                                   1998              1997
                                             -----------------  ----------------
                                               (Unaudited)
INVESTMENT IN REAL ESTATE
  Building and building improvements         $    15,009,692     $  15.178,365
  Land                                                97,034            97,034
  Furniture and equipment                            973,525           970,736
  Marina - land and improvements                   1,602,539         1,376,259
  Deferred evaluation and acquisition costs        1,102,600         1,102,600
                                             ---------------     -------------
                                                  18,785,390        18,724,994
       Less  accumulated  depreciation and         4,178,182         3,830,865
       amortization
                                             -----------------  ----------------
                                                  14,607,208        14,894,129
     Reserve for realization of Marina land
         and improvements                           (845,672)         (845,672)
                                             -----------------  ----------------
                                                  13,761,536        14,048,457

CASH AND CASH EQUIVALENTS                            714,037           670,811
SECURITY DEPOSITS                                     95,191            86,641
ESCROW DEPOSITS                                      497,641           152,212
DEFERRED COSTS, net of accumulated
  amortization (1998,$47,193;
   1997, $33,492)                                    135,492           149,193
OTHER ASSETS                                         238,447           116,807
                                             -----------------  ----------------

                                             $    15,442,344     $  15,224,121
                                             =================  ================

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Note payable                               $    5,657,243     $    5,767,197
                                           
  Accrued expenses and other liabilities            240,091            286,315
  Security deposits                                  87,506             82,271
                                            -----------------   ----------------

         Total liabilities                        5,984,840          6,135,783
                                            -----------------   ----------------

COMMITMENTS  (Note 5)

PARTNERS' EQUITY
  Limited Partners'equity-Units of Investor
    Limited Partnership Interest, $1,000 
    stated value per Unit-16,361 issued and       
    outstanding units                              9,505,290          9,139,816
     General Partner's deficit                      (47,786)           (51,478)
                                            -----------------   ----------------

         Total partners' equity                   9,457,504          9,088,338
                                            -----------------   ----------------

                                            $    15,442,344     $   15,224,121
                                            =================   ================


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

                                         3

<PAGE>


          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                    CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
            AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (UNAUDITED)

                                     Three Months               Nine Months
                                  Ended September 30,     Ended September 30,
                               -------------------------  --------------------
                                  1998         1997          1998         1997
                               -----------  ------------  -----------  -------
                                
REVENUES:
  Rental and related income $ 978,018   $  870,031   $ 2,724,101   $ 2,406,133
  Interest and other income    10,387       11,496        33,975        27,791
                            ---------   ----------   -----------   -----------
                             988,405       881,527     2,758,076     2,433,924
                            ---------   ----------   -----------   -----------
EXPENSES:
  Operating and 
  administrative              59,151       56,220        181,347       152,229
  Property operating
  expenses                   511,088       446,213     1,464,017     1,328,549
  Depreciation and       
  amortization               117,507       146,114       406,848       438,090
                           ----------   ----------   -----------   -----------
                                                                  
                             687,746       648,547     2,052,212     1,918,868
                           ----------   ----------   -----------   -----------
               
INCOME FROM OPERATIONS       300,659       232,980       705,864       515,056
                                
INTEREST EXPENSE            (111,514)     (118,455)     (336,698)     (357,337)
                           ----------   ----------   -----------   -----------

NET INCOME                $  189,145   $   114,525   $   369,166   $   157,719
                          ==========   ===========   ===========   ===========

NET INCOME ALLOCATED TO
  GENERAL PARTNER         $    1,891   $     1,145   $     3,692   $     1,577
                           ==========   ==========   ===========   ===========

NET INCOME ALLOCATED TO
  LIMITED PARTNERS        $  187,254   $   113,380   $   365,474   $   156,142
                          ==========    ==========   ===========   ===========

NET INCOME PER UNIT OF
  INTEREST, BASED ON
  16,361 UNITS
  OUTSTANDING             $   11.45     $     6.93   $     22.34   $      9.54
                          ==========    ==========   ===========   ===========


  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, 1998 AND
                       THE YEAR ENDED DECEMBER 31, 1997





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


BALANCE, December 31,         16,361   $8,930,109   $  (53,596)      $8,876,513
  1996

     Net income                    -      209,707        2,118          211,825
                          ----------   ----------   ----------       ----------

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

     Net income
      (Unaudited)                  -      365,474        3,692          369,166
                          ----------   ----------   ----------       ----------

BALANCE, September 30,       
  1998 (Unaudited)            16,361   $9,505,290   $  (47,786)      $9,457,504
                          ==========   ==========   ==========       ==========
    


  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, 1998 AND 1997
                                 (UNAUDITED)


                                                      1998        1997
                                                    ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                       $ 369,166   $ 157,719
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation and amortization                   406,348     438,090
      Increase in security deposits, net               (3,315)     (2,871)
      Increase in escrow deposits                    (345,429)     (1,116)
      Increase in other assets                       (112,140)    (88,580)
      Increase (Decrease) in accrued expenses and     (46,224)      4,382
          other liabilities
                                                    ---------   ---------

   Net cash provided by operating activities          268,906     507,624
                                                    ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture & equipment                  (12,289)          -
   Additions to Marina                               (226,280)    (19,105)
   Proceeds from exchange of building and building    122,843           -
     improvements
                                                    ---------   ---------

   Net cash used in investing activities             (115,726)    (19,105)
                                                    ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of mortgage note payable       (109,954)   (320,647)
   Decrease in deferred costs                               -       9,765
                                                    ---------   ---------

   Net cash used in financing activities             (109,954)   (310,882)
                                                    ---------   ---------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                    43,226     177,637

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                                670,811     478,898
                                                    ---------   ---------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                    $ 714,037   $ 656,535
                                                    =========   =========

SUPPLEMENTAL CASH FLOW INFORMATION:

      Cash paid for interest                        $ 336,698   $ 358,022
                                                    =========   =========

  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, 1998
                                 (UNAUDITED)


(1)  Organization and General Partner - BHP II

     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 qualified 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, 1998, are not necessarily indicative of
     the results that may be expected for the year ending December 31, 1998. 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, 1997 for HPP'90,  as filed with the  Securities  and Exchange
     Commission.

     Certain amounts in the 1997 financial  statements have been reclassified to
     conform to the 1998 presentation.

(3)  Investment in Real Estate

     During 1990,  HPP'90  acquired an interest in the  following  entities (see
     below for subsequent changes in ownership):

     Henderson's  Wharf  Baltimore,  L.P. (the  Building  Venture) is a Delaware
     limited  partnership formed on July 20, 1990 to acquire a fee interest in a
     seven-story  building on 1.5 acres of land and to rehabilitate the building
     into  residential  apartment  units with 149  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, 9 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,
     1998.

     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  September 30, 1998 for the
     residential units was 97% (unaudited) and the average occupancy for the inn
     was 79% (unaudited).

     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.

     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 the nine months ended  September 30,
     1998 and 1997, the Building Venture  distributed to HPP'90,  $1,084,000 and
     $426,000, respectively.
                                      7

<PAGE>
          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              SEPTEMBER 30, 1998
                                 (UNAUDITED)


(3)  Investment in Real Estate (continued)

     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 a fee  interest  in a 1.92
     acre parcel of land together with a 256-slip marina (the 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 $938,219 as of September 30, 1998.

     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.  For
     the nine months ended  September 30, 1998 and for the years ended  December
     31, 1997 and 1996, the Marina Venture added $226,280,  $33,727 and $23,049,
     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 (see Note 4).

     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 Henderson's  Wharf  Development  Corporation's  (HWDC)
     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 (see Note 4).

     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  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.

                                      8

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              SEPTEMBER 30, 1998
                                 (UNAUDITED)


(4)  Note Payable (continued)

     As mentioned in Note 3, on February 27, 1996, HPP'90, HWDC and HWFP 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 payable secured by the marina
     property.  The note bore  interest  at 7.50%,  matured in March  2006,  and
     required  monthly  principal and interest  payments in the amount of $2,086
     which commenced April 1996. The transaction resulted in a $39,981 reduction
     of basis in the marina  property  during the year ended  December 31, 1996.
     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 the redemption. On September 30, 1997, the Building
     Venture  advanced  the Marina  Venture  $200,000,  and the  Marina  Venture
     settled in full the remaining outstanding principal balance of $212,532 and
     all accrued interest due under the promissory note to HWFP.

     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 and Contingencies

     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 September  30, 1998 and December 31, 1997,  unpaid  Settlement  Payments
     included in accrued  expenses and other  liabilities  totaled  $115,942 and
     $144,928, respectively.

     On November 1, 1995, the Building 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% of apartment gross receipts,  4.5% of
     inn  gross  receipts,   and  9%  of  marina  gross  receipts,  as  defined,
     respectively.  A  condition  of the  agreements  required  the  Ventures to
     maintain  with CMC,  for the benefit of the  Ventures,  operating  cash and
     contingency reserves of $190,000 and $70,000,  respectively. The agreements
     expired  on June 30,  1998.  Management  fees  paid to CMC by the  Ventures
     totaled $74,668 and $107,140 for the six months ended June 30, 1998 and the
     nine months ended September 30, 1997, respectively.

                                      9

<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              SEPTEMBER 30, 1998
                                 (UNAUDITED)


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

     Effective  July 1, 1998, the Building  Venture and Marina  Venture  entered
     into property  management  contracts with Gunn  Financial,  Inc.  (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. Management
     fees paid to GFI by the Ventures totaled $40,011 for the three months ended
     September 30, 1998.

     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.   Expense
     reimbursements  to CMC for the six months  ended June 30, 1998 and the nine
     months ended September 30, 1997 totaled $83,080 and $95,212, respectively.

     Effective  July 1, 1998,  HPP'90 engaged GFI to provide  accounting,  asset
     management  and investor  services.  GFI will provide 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.
     Expense reimbursements to GFI for the three months ended September 30, 1998
     totaled $47,109.

     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.

     During 1997, the Building Venture and the condominium  association to which
     it belongs filed suit against one unit owner for failure to pay condominium
     assessments  and  nuisance.  The suit asked for  actual  damages as well as
     compensatory and punitive damages totaling $120,000. The unit owner filed a
     counterclaim against the Building Venture,  the condominium  association to
     which it belongs,  and other third  parties for alleged  breach of contract
     and related counts.  The  counterclaim  asked for compensatory and punitive
     damages  totaling  $3,901,000.  In July 1998,  the parties agreed to settle
     these  disputes  out of court  through an  agreement  by which the Building
     Venture  would  purchase  the unit  owner's  unit for an agreed upon market
     price and other certain terms.

     Within the next few years,  significant  repairs are needed to maintain the
     Marina  Venture's  land which  provides  parking to the Marina and Inn.  In
     October  1997,  the Marina  Venture  entered into a letter of intent with a
     third party real estate  developer  to form an entity whose  purpose  would
     include repairing the land and the developing of the marina.  The letter of
     intent  expired  on  January  10,  1998  with  no  expectation  of  further
     negotiations.  The Partnership now  anticipates  that capital  resources to
     fund the repairs are likely to be provided by additional  contributions  of
     the  Partnership.  The Marina  Venture  estimates the cost of replacing the
     bulkhead  to retain  the land to be  approximately  $2,000,000.  Also,  the
     Partnership 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 the escrow
     deposits as of September  30, 1998, is $401,269  that the  Partnership  has
     reserved for capital improvements.

(6)  Fair Value of Financial Instruments

     The carrying amounts of cash and cash equivalents, escrow deposits, accrued
     expenses and other liabilities, and security deposits at September 30, 1998
     and  December  31,  1997  approximate  their fair values due to their short
     maturities.  The fair value of the note payable at  September  30, 1998 and
     December 31, 1997 approximate  their carrying amounts based on the interest
     rates currently available to HPP'90 for similar financing arrangements. All
     financial instruments are held for non-trading purposes.

                                      10
<PAGE>
          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              SEPTEMBER 30, 1998


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 September
30, 1998,  the  Partnership  had invested an  aggregate  of  $13,152,719  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,  except for the occasional purchase of one of the nine third
party owned condominium  units and the potential  acquisition of needed off-site
parking.

As of September 30, 1998, the Ventures and HPP'90 had cash and cash equivalents,
of $577,192 and $136,845,  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  capital
reserves  and general and  administrative  expenses of managing the public fund.
For the nine months ended  September  30, 1998 and 1997,  the  Building  Venture
distributed $1,084,000 and $426,000, respectively, to HPP'90.

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 September 30, 1998 and December 31, 1997,
unpaid  Settlement  Payments  included in accrued expenses and other liabilities
totaled $115,942 and $144,928, respectively.

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.

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.

On March 17, 1998,  HWB 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.

Within the next few years, significant repairs are needed to maintain the Marina
Venture's  land which  provides  parking to the Marina and Inn. In October 1997,
the  Marina  Venture  entered  into a letter of intent  with a third  party real
estate  developer to form an entity whose purpose  would  include  repairing the
land and the  developing of the marina.  The letter of intent expired on January
10,  1998 with no  expectation  of further  negotiations.  The  Partnership  now
anticipates that capital resources to fund the repairs are likely to be provided
by additional contributions of the Partnership. The Marina Venture estimates the
cost  of  replacing  the  bulkhead  to  retain  the  land  to  be  approximately
$2,000,000.  Also, the Partnership is investigating  other potential  sources of
available  parking for the Marina and Inn. Included in the escrow deposits as of
September 30, 1998, is $401,269  that the  Partnership  has reserved for capital
improvements.

HPP'90's short-term liquidity depends upon its ability to receive  distributions
from the Building  Venture.  The  short-term  liquidity of the Building  Venture
depends on its ability to generate  sufficient  rental income to fund  operating
expenses,  debt service  requirements  and  reserves for capital  needs 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 and make capital

                                      11
<PAGE>
          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                              SEPTEMBER 30, 1998


expenditures  to maintain the existing  capacity of the marina,  make additional
capital improvements to expand the marina's existing capacity,  and maintain the
marina land.  HPP'90 has advanced  approximately  $968,000 to the Marina through
September  30,  1998 to pay off the  Marina  Ventures'  acquisition  debt,  make
necessary capital improvements, and 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.

Results of  Operations.  The  Partnership  generated net income under  generally
accepted  accounting  principles of $369,166 for the nine months ended September
30, 1998 which includes depreciation and amortization of $406,848.

The Building  Venture was fully  operational  during the entire year. 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.  During the nine months
ended September 30, 1998 and in the years 1997 and 1996 the Marina Venture added
$226,280,  $33,727,  and  $23,049,  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 1997 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 have achieved stabilized  occupancy with economic occupancy rates
of  97%,  and  96%  for  the  quarters  ended   September  30,  1998  and  1997,
respectively.  Management is projecting economic occupancy for the Apartments to
be approximately  95% as well as a 5% increase in rental rates for calendar year
1998. Management expects economic occupancy to remain about 95% and rental rates
to increase between 3% to 5% in future years after 1998.

The Apartments also began charging  parking fees for garaged parking in 1996 and
achieved  full  implementation  of the  parking  fee  policy by the end of 1997.
Management  is  projecting  a 25% increase in parking fee rates for the calendar
year 1998.

The average  occupancy of the Inn for the quarters ended  September 30, 1998 and
1997 was 79% and 78%,  respectively.  Management is projecting an average annual
occupancy for the Inn of 72%, as well as a 4% increase in the average daily room
rate for calendar  year 1998.  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 1998.

The  Partnership  recorded  net income of $189,145  for the three  months  ended
September 30, 1998, as compared to net income of $114,525 for the same period in
1997. This favorable  increase in net operating  results is primarily due to the
increase  in rental  and  related  income  offset  by an  increase  in  property
operating  expenses.  Rental and related income  increased for the quarter ended
September  30,  1998,  compared to the same  quarter in 1997,  primarily  due to
increased  average  daily room rates at the Inn and rental  income  rates at the
Apartments.  Rental and related  income also  increased as a result of increased
food and  beverage  revenue at the Inn,  occupancy  at the  Marina  and  parking
revenue at the Apartments. For the quarter ended September 30, 1998, compared to
the same quarter in 1997, the average daily room rates  increased  approximately
11% and the food and beverage revenue increase approximately $20,000 at the Inn.
Due to the strength of the residential  rental market,  the Apartment's  average
rental income rate  increased  approximately  4% and parking  revenue  increased
approximately  $10,000.  For the three months ended September 30, 1998, compared
to the same period in 1997,  the Marina  recorded an increase in slip fee rental
income of approximately  $18,000.  Property  operating expenses increased due to
increases  in food and  beverage  activity  at the Inn,  repair and  maintenance
expenditures at the Inn, Apartments and Marina, and also salaries for additional
staffing at the Ventures.

The  Partnership  recorded  net income of  $369,166  for the nine  months  ended
September 30, 1998, a $211,447  increase  compared to the net income of $157,719
for the nine months ended  September  30, 1997.  This  increase in net income is
primarily  attributed  to an increase in rental and related  income offset by an
increase in property operating expenses. Rental and related income increased due
increased  average  daily room rates and  occupancy at the Inn and rental income
rates at the
                                      12
<PAGE>
          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                              SEPTEMBER 30, 1998



Apartments.  Rental and related  income also increase due to increased  food and
beverage and function  room rental  revenue at the Inn,  parking  revenue at the
Apartments and slip fee rentals at the Marina.  The Inn's  occupancy and average
daily room rates increased  approximately 3% and 15%,  respectively,  while food
and beverage  and function  room  rentals  increased  approximately  $40,000 and
$21,000, respectively, for the nine months ended September 30, 1998, compared to
the same  period in 1997.  While the  Apartment's  economic  occupancy  decrease
slightly for the nine months ended  September  30, 1998, as compared to the nine
months  ended  September  30, 1997,  the average  rental  income rate  increased
approximately 4% and the parking revenue  increase  approximately  $29,000.  The
Marina  recorded  an  increase  in slip fee  rentals of  approximately  $19,000.
Property and operating  expenses increased due to increases in food and beverage
activity at the Inn, repair and maintenance  expenditures at the Inn, Apartments
and Marina and also salaries for additional staffing at the Ventures.

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
September 30, 1998.  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.  High levels of new  construction of similar projects and low
levels of interest rates may reduce demand for existing rental properties.

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.  Also, the
Partnership  does not expect to incur  substantial  costs to  address  Year 2000
issues.

                                      13

<PAGE>

          HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                         PART II - OTHER INFORMATION
                              SEPTEMBER 30, 1998


Item  1. Legal  Proceedings - In 1997, the Building  Venture and the condominium
      association  to which it  belongs  filed suit  against  one unit owner for
      failure to pay condominium  assessments  and nuisance.  The suit asked for
      actual  damages as well as  compensatory  and  punitive  damages  totaling
      $120,000.  The  unit  owner  filed a  counterclaim  against  the  Building
      Venture, the condominium  association to which it belongs, and other third
      parties  for  alleged   breach  of  contract  and  related   counts.   The
      counterclaim   asked  for   compensatory  and  punitive  damages  totaling
      $3,901,000.  In July 1998, the parties agreed to settle these disputes out
      of court through an agreement by which the Building Venture would purchase
      the unit owner's  unit for an agreed upon market  price and other  certain
      terms.

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.

                                      14

<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, 1998             By:   /s/ Terrence P. Sullivan
                                              ---------------------
                                              Terrence P. Sullivan,
                                              President

                              and


Date:  November 1, 1998       By:   /s/ Terrence P. Sullivan
                                        ---------------------
                                        Terrence P. Sullivan,


                                   15