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    March  31, 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,  Boston, Massachusetts        02109
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (617) 472-1000

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     



    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                             FORM 10-Q
                          MARCH 31, 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
                MARCH 31, 1999 AND DECEMBER 31, 1998


                              ASSETS

                                           1999            1998
                                       --------------  --------------
                                        (Unaudited)
INVESTMENT IN REAL ESTATE
     Building and building            
      improvements                     $ 15,161,721    $ 15,145,302
     Land                                    97,034          97,034
     Furniture and equipment              1,286,588         980,447
     Marina - land and improvements       1,683,095       1,659,050
     Deferred evaluation and            
      acquisition costs                 1,102,600         1,102,600
                                       --------------  --------------
                                         19,331,038      18,984,433
       Less accumulated    
         depreciation and amortization    4,361,603       4,242,639
                                       --------------  --------------
                                         14,969,435      14,741,794
     Reserve for realization of
       Marina land and improvements        (845,672)       (845,672)
                                       --------------  --------------
                                         14,123,763      13,896,122

CASH AND CASH EQUIVALENTS                   335,441         540,298
CASH EQUIVALENT, SECURITY DEPOSIT            89,902          85,958
ESCROW DEPOSITS                             563,614         546,834
DEFERRED COSTS, net of accumulated
  amortization (1999,$56,328;      
  1998, $51,761)                            126,357         130,924
OTHER ASSETS                                151,612         269,188
                                       --------------  --------------

                                       $ 15,390,689    $ 15,469,324
                                       ==============  ==============


                   LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Note payable                      $  5,580,272    $  5,619,134
     Accrued expenses and other       
       liabilities                          336,460         338,908
     Security deposits                       82,003          78,055
                                      ---------------  --------------

         Total liabilities                5,998,735       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         9,440,396       9,481,256
  General Partner's deficit                 (48,442)        (48,029)
                                      ---------------  --------------
                                      
         Total partners' equity           9,391,954       9,433,227
                                      ---------------  --------------

                                      $  15,390,689    $ 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 MARCH 31, 1999 AND 1998
                            (UNAUDITED)


                                             1999           1998
                                         --------------  ------------
REVENUE
    Rental and related income           $    760,609     $  807,287
    Interest and other income                  3,762          9,811
                                         --------------  ------------
                                         
                                             764,371        817,098
                                         --------------  ------------
                                        
EXPENSES
     Operating and administrative             73,997         59,673
     Property operating expenses             498,103        416,839
     Depreciation and amortization           123,531        146,456
                                         --------------  ------------
                                             695,631        622,968
                                         --------------  ------------

INCOME FROM OPERATIONS                         68,740       194,130

INTEREST EXPENSE                              110,013       112,947
                                         --------------  ------------
                                   
NET INCOME (LOSS)                        $    (41,273)   $   81,183
                                         ==============  ============
                                     
NET INCOME (LOSS) ALLOCATED TO
  GENERAL PARTNER                        $       (413)   $      812
                                         ==============  ============
                                         
NET INCOME (LOSS) ALLOCATED TO
  LIMITED PARTNERS                       $     (40,860)  $   80,371
                                         ==============  ============
                                         
NET INCOME (LOSS) PER UNIT OF
  LIMITED PARTNERSHIP INTEREST,
   BASED ON 16,361 UNITS
   OUTSTANDING                           $      (2.50)   $     4.91
                                         ==============  ============


     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 THREE MONTHS ENDED MARCH 31, 1999 AND
                 THE YEAR ENDED DECEMBER 31, 1998



                         Units of
                         Investor     Investor
                         Limited      Limited      General
                         Partnership  Partners'    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)        -        (40,860)       (413)     (41,273)
                         ---------  -------------  ----------  -----------
                          
BALANCE, March 31, 1999
    (unaudited)            16,361   $  9,440,396   $ (48,442)  $ 9,391,954
                         =========  =============  ==========  ============

     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 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                            (UNAUDITED)


                                                1999          1998
                                             ------------  -----------
                                            
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                         $  (41,273)   $  81,183
   Adjustments to reconcile net income
    (loss) to net cash
    provided by operating activities:
      Depreciation and amortization             123,531      146,456
      Decrease (increase) in security                
       deposits, net                                  4         (666)
      Increase (decrease) in accrued             
       expenses and other liabilities            (2,448)      58,792
      Increase in escrow deposits               (16,780)     (16,055)
      Decrease in other assets                   36,861        4,371
                                             ------------  -----------
                                         
   Net cash provided by operating activities     99,895      274,081
                                             ------------  -----------
                                             
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to building and improvements       (37,682)           -
   Purchase of furniture & equipment           (169,641)      (3,653)
   Additions to Marina                          (58,567)     (20,300)
   Proceeds from exchange of building and                  
    building improvements                             -      122,843
                                             ------------  -----------
                                           
   Net cash provided by (used in) investing    
    activities                                 (265,890)      98,890
                                             ------------  -----------
                                      
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of mortgage note          
    payable                                     (38,862)      (35,937)
                                             ------------  -----------

   Cash used in financing activities            (38,862)      (35,937)
                                             ------------  -----------
                                            
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            (204,857)      337,034

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

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                             $  335,441   $ 1,007,845
                                             ============  ===========
                                          
SUPPLEMENTAL CASH FLOW INFORMATION:

      Cash paid for interest                 $ 110,013     $  112,947
                                             ============  ===========


     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
                          MARCH 31, 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 three  months ended March 31,  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.

      Certain  amounts in the 1998  consolidated  statements  of cash flows have
      been reclassified to conform to the 1999 presentation.

(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 March 31, 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  March 31,  1999 for the
      residential  units was 88% and the average  occupancy for the Inn was 48%.
      The Inn's average  occupancy  decreased in the first quarter of the fiscal
      year,  compared to prior years due to rooms being  unavailable as a result
      of deferred maintenance repairs and necessary renovations.

      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

                                 7
<PAGE>

    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          MARCH 31, 1999
                            (UNAUDITED)


(3)   Investment in Real Estate (Continued)

      Building  Venture  purchased a condominium unit and parking space owned by
      an  unrelated  party,  with whom the  Building  Venture  was  engaged in a
      lawsuit and countersuit, for a purchase price of $110,000.

      HPP'90's  operations,   principally  consisting  of  accounting,  investor
      services  and other  general  and  administrative  costs,  are funded from
      distributions  by the  Building  Venture.  Also,  distributions  from  the
      Building  Venture  are  used to fund  reserves  for the  capital  needs of
      HPP'90's real property entities.  For each of the quarters ended March 31,
      1999 and  1998,  the  Building  Venture  distributed  to  HPP'90  $75,000,
      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 March 31, 1999.

      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 quarter  ended March 31, 1999 and the years ended
      December 31, 1998 and 1997 the Marina Venture added $24,045,  $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 (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 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 (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.

                                 8

<PAGE>

    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          MARCH 31, 1999
                            (UNAUDITED)


(4)    Note Payable (continued)

      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.

      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 March 31,  1999 and  December  31,  1998,  unpaid
      Settlement  Payments  included in accrued  expenses and other  liabilities
      totaled $96,617 and $106,280, respectively.


                                 9

<PAGE>

    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          MARCH 31, 1999
                            (UNAUDITED)


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

      On November 1, 1995, the Building  Venture and Marina Venture entered into
      property management contracts with Claremont Management Corporation (CMC),
      an unaffiliated  Massachusetts  corporation,  to manage the apartment, inn
      and marina  operations.  The property  management  contracts  provided for
      payment of  management  fees to CMC equal to 4% and 4.5% of apartment  and
      inn gross  receipts,  as  defined,  respectively,  and 9% of marina  gross
      receipts,  as defined.  The  agreements  expired on June 30, 1998. For the
      quarter ended March 31, 1998,  management fees paid to CMC by the Ventures
      totaled $37,548.

      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 quarter ended March 31, 1999,  management
      fees paid to GFI by the Ventures totaled $33,155.

      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
      quarter ended March 31, 1998, expense  reimbursements  paid to CMC totaled
      $42,877.

      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 quarter ended March 31, 1999,  expense  reimbursements  to GFI totaled
      $34,185.

      According to a provision in one purchase and sale  contract of one of 
      three 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.

      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 payable in 1999 is approximately $152,000.


                                10

<PAGE>

    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          MARCH 31, 1999
                            (UNAUDITED)



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

      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 March 31,
      1999 and December 31, 1998 is $405,594 and $404,681, respectively, that
      HPP'90 has reserved for future capital improvements.

(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 March 31, 1999 and December 31, 1998
      approximate  their fair  values due to their  short  maturities.  The fair
      value of the note  payable  at  March  31,  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
                          MARCH 31, 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 March 31,
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 March 31, 1999,  the  Ventures  and HPP'90 had cash and cash  equivalents,
excluding security deposit cash, of $256,476 and $78,965, 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 three months ended March 31, 1999 and 1998, the Building Venture
distributed $75,000, respectively, to HPP'90.

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  Partnership  anticipates  that  capital  resources to fund the
repairs  are  likely  to  be  provided  by  additional   contributions   to  the
Partnership.  The  Partnership  has  reserved for future  capital  improvements,
included in the escrow  deposits as of March 31, 1999 and December 31, 1998,  is
$405,594 and $404,681, respectively.

For the  quarter  ended March 31,  1999,  the  Building  Venture  made  deferred
maintenance  repairs  and  necessary  renovations  to the 38 inn rooms and other
facilities  totaling  $320,449.  At December 31, 1998, the Building  Venture had
made deposits on such improvements of approximately $141,200.

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 March 31, 1999 and  December 31, 1998,
unpaid  Settlement  Payments  included in accrued expenses and other liabilities
totaled $96,617 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.

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


                                12

<PAGE>

    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                          MARCH 31, 1999


on its ability to generate  sufficient rental income to fund operating expenses.
HPP'90 has advanced  approximately $968,000 to the Marina through March 31, 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.

Results of  Operations.  The  Partnership  generated a net loss under  generally
accepted  accounting  principles of $41,273 for the three months ended March 31,
1999 which includes depreciation and amortization of $123,521.

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 three  months ended March 31, 1999 and in the years 1998 and 1997 the
Marina Venture added $24,045, $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 88%, and 98% for the three months
ended March 31,  1999 and 1998,  respectively.  The  economic  occupancy  at the
Apartments  decreased in the first quarter of this fiscal year compared to prior
years  due to  unexpected  significant  turnover  in  the  slow  winter  months.
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 March 31, 1999 and
1998 was 48% and 63%,  respectively.  The average occupancy of the Inn decreased
in the first  quarter of this fiscal year,  compared to prior years due to rooms
being  unavailable  as a result of deferred  maintenance  repairs and  necessary
renovations.  Management is projecting  Inn occupancy of  approximately  70%, as
well as a 5% increase in the average daily room rate 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 $41,273 for the three months ended March
31,  1999,  a decrease  of  $122,456,  compared to net income of $81,183 for the
three months ended March 31, 1998.  This decrease is primarily  attributed to an
increase  in  expenses  of  approximately  $73,000  and a decrease in rental and
related income of approximately $47,000.  Rental and related income decreased as
a result of decreases in  occupancy at both the Inn and  Apartments  offset by a
slight  increase in revenue at the Marina.  Although  occupancy had decreased at
the Inn and  Apartments,  for the quarter  ended March 31, 1999  compared to the
same period in 1998,  apartment rental rates increased  approximately 7.5% while
the inn's average room rate increased  approximately  12.5%.  Expenses increased
primarily  due  to  increases  in  operating  and  administrative  and  property
operating  expenses  offset by a  decrease  in  depreciation  and  amortization.
Operating and  administrative  expenses  increased due to increases in audit and
tax preparation,  professional fees and printing  expenses.  Property  operating
expenses  increased  due to increases in utility  expenses  associated  with the
elevated  number  of  occupied  slips at the  Marina,  payroll  services  due to
additional staffing at the Ventures', and carpeting and painting associated with
turnover of apartment units.

                                13


    HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                          MARCH 31, 1999



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 March
31, 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

                          MARCH 31, 1999


Item 1.         Legal  Proceedings  - At March 31, 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:  May 1, 1999             By:  /s/ Terrence P. Sullivan
                                    ----------------
                                    Terrence P. Sullivan,
                                    President

                          and


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


                               16