UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                      ----------------------------------

                                  FORM 10-K

           |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                     FOR FISCAL YEAR ENDED DECEMBER 31, 1998

                                      OR

         |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

              For the transition period from ______ to _______ .


Commission File Number: 3331778


             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 of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


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


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

Securities registered pursuant to Section 12(b) of the Act: 
(Title of class)          None

Securities registered pursuant to Section 12(g) of the Act: 
(Title of class)          None

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes |X| No |_|.

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
                          1998 FORM 10-K ANNUAL REPORT

                              TABLE OF CONTENTS

                                                                      Sequential
                                                                  Page  Page No.
PART I
Item  1     Business                                             K-3   4
Item  2     Properties                                           K-7   8
Item  3     Legal Proceedings                                    K-7   8 
Item  4     Submission of Matters to a Vote of Unit Holders      K-7   8 


Part  II

Item  5     Market for Registrant's Units and Related Unit
            Holder Matters                                       K-8   9   
Item  6     Selected Financial Data                              K-9  10
Item  7     Management's Discussion and Analysis of Financial
               Condition  and Results of Operations              K-10 11
Item  8     Financial Statements and Supplementary Data          K-13 14
Item  9     Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure               K-13 14

Part III

Item  10    Directors and Executive Officers of the Registrant   K-14 15
Item  11    Executive Compensation                               K-15 16
Item  12    Unit Ownership of Certain Beneficial Owners
               and Management                                    K-15 16
Item  13    Certain Relationships and Related Transactions       K-16 17


Part  IV

Item  14    Exhibits, Financial Statement Schedules and
              Reports on Form 8-K                                K-17 18

Signatures                                                       K-25 26

Supplemental Information                                         K-26 27

<PAGE>



                                       K-2
                       DOCUMENTS INCORPORATED BY REFERENCE



Part of the Form 10-K                           Document
   into which Incorporated                      Incorporated by Reference

I                                               Prospectus  of  the   Registrant
                                                dated   March   30,   1990  (the
                                                "Prospectus").

                                                Supplement No. 1 to the
                                                Prospectus   dated  August  1,
                                                1990.

                                                Supplement No. 2 to the
                                                Prospectus dated December 3,
                                                1990.

III                                             The Prospectus.



<PAGE>



                                     PART I
Item 1.     Business.

            Historic  Preservation  Properties  1990 L.P.  Tax Credit  Fund (the
Partnership or HPP'90), a Delaware limited partnership,  was organized under the
Delaware  Revised  Uniform  Limited  Partnership  Act on October 4, 1989 for the
purpose of  investing in a portfolio  of real  properties  for which the cost of
rehabilitating  acquired  properties  qualified for  rehabilitation  tax credits
(Rehabilitation Tax Credits) afforded by Section 47 of the Internal Revenue Code
of 1986, as amended (the Code), and rehabilitating such properties (or acquiring
such   properties  in  the  process  of   rehabilitation   and  completing  such
rehabilitation)  in a manner intended to render the cost of such  rehabilitation
eligible for classification as "Qualified Rehabilitation Expenditures",  as such
term is defined in the Code, and thus eligible for  Rehabilitation  Tax Credits.
The Partnership was initially  capitalized  with  contributions of $100 from its
general partner and $100 from each of three initial limited partners. On October
26, 1989,  the  Partnership  filed a Registration  Statement on Form S-11,  File
Number 33-31778 (the Registration  Statement),  with the Securities and Exchange
Commission  (the  Commission)  with  respect to the public  offering of units of
limited  partnership  interest  (Units)  in the  Partnership.  The  Registration
Statement,  covering the  offering of up to 50,000 Units at a purchase  price of
$1,000 per Unit (an aggregate of $50,000,000),  was declared  effective on March
30, 1990.  The offering of Units  terminated on December 31, 1990, at which time
the Partnership had received gross offering  proceeds of $16,361,000  from 1,391
investors.

            The general partner of the  Partnership is Boston Historic  Partners
II  Limited   Partnership  (the  General  Partner),   a  Massachusetts   limited
partnership.  The  general  partner of the  General  Partner is BHP II  Advisors
Limited  Partnership (BHP II Advisors).  The general partners of BHP II Advisors
are Terrence P. Sullivan  (Sullivan)  and Portfolio  Advisory  Services II, Inc.
(PAS II) a corporation whose controlling shareholder,  director and president is
Sullivan.

            The Partnership does not have any employees.

            Effective  October  1,  1995,  the  Partnership   engaged  Claremont
Management  Corporation  (CMC), an unaffiliated  Massachusetts  corporation,  to
perform accounting,  asset management and investor services for an annual fee of
$38,400 and reimbursement of all operating expenses of providing such services.
The agreement expired on June 30, 1998.

            Effective July 1, 1998, HPP'90 engaged Gunn Financial,  Incorporated
(GFI) an unaffiliated  Massachusetts corporation,  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.

            The Partnership's  only business is investing in real properties for
which   the  cost  of   rehabilitating   acquired   properties   qualified   for
Rehabilitation  Tax Credits and operating such  properties.  A  presentation  of
information  about industry  segments is not applicable and would not be helpful
in understanding the Partnership's  business taken as a whole. The Partnership's
investment  objectives  and  policies  are  described  in  pages  28-36  of  its
prospectus dated March 30, 1990 (the Prospectus)  under the caption  "Investment
Objectives  and Policies,"  which  description  is  incorporated  herein by this
reference.  The Prospectus was filed with the Commission pursuant to Rule 424(b)
on April 6, 1990.

            During 1990, the Partnership  acquired  interests in the following
real estate,  collectively  referred to as the "Ventures".  The  Partnership's
purchase of the Ventures was made on  substantially  the same terms  described
in Supplement No. 1 to the Prospectus  dated August 1, 1990 (Supplement No. 1)
and Supplement No. 2 to the Prospectus  dated December 3, 1990 (Supplement No.
2). Both  Supplement  No. 1 and Supplement  No. 2 are  incorporated  herein by
this  reference.  Supplement No. 1 and Supplement No. 2 were filed pursuant to
Rule  424(b) on August 14,  1990 and  December  4, 1990,  respectively.  As of
December 31, 1998 100% of the limited partners' capital  contributions (net of
selling  commissions,  organizational  and sales costs,  acquisition  fees and
reserves) had been invested in real property investments:

            Henderson's  Wharf  Baltimore,  L.P.  (the  Building  Venture)  is a
Delaware limited  partnership which was formed on July 20, 1990 to acquire a fee
interest in a  seven-story  building  on 1.5 acres of land  located at 1000 Fell
Street,  Baltimore,  Maryland and to rehabilitate  the building into residential
units,  153 indoor parking  spaces and a 38 room inn. The building  contains 137
residential units, 129 of which are owned by the Building Venture and 8 of which
are owned by unrelated parties as of December 31, 1998.

            The  building  has  been   renovated  and  certain  of  the  related
renovation  costs have qualified for  Rehabilitation  Tax Credits.  The Building
Venture purchased the building for $6,812,500 which included seller financing of
$6,350,000.  Lease-up of the residential units commenced in January 1991 and the
inn opened in May 1991.

            Under  the  Second   Amended  and  Restated   Agreement  of  Limited
Partnership  of  Henderson's  Wharf  Baltimore,  L.P.  dated  February  1, 1991,
Henderson's Wharf Development Corporation (HWDC), a Delaware corporation that is
wholly-owned  by the  Partnership,  was  admitted  as a general  partner  of the
Building  Venture  (the  Partnership  and HWDC are  collectively  referred to as
"Henderson's   General   Partners").   Hillcrest   Management,   Inc.  (HMI),  a
Massachusetts  corporation,  was admitted as the limited partner of the Building
Venture.  The overall  management and control of the business and affairs of the
Building Venture are solely vested in Henderson's General Partners.

            On February 1, 1991,  the  Building  Venture and the Marina  Venture
(discussed below) entered into long-term management  agreements and an inn lease
(Contracts)  which were  scheduled to expire on December 31, 1993,  as well as a
consulting agreement (Consulting  Agreement) with HMI. The Consulting Agreement,
which,  expired on December 31, 1991,  required the Building  Venture to pay HMI
certain fees, the commitment for which survived the December 31, 1991 expiration
date of the Consulting  Agreement and the  termination  of all other  agreements
with HMI.

            In 1993, the Ventures terminated the Contracts with, and commitments
under the Consulting  Agreement to HMI. In January 1995,  HPP'90 entered into an
agreement on behalf of the Ventures to pay HMI contract  termination  settlement
payments  (Settlement  Payments)  totaling  $271,108.  The  Settlement  Payments
required an initial  payment of $36,000  due on January  27,  1995 and  requires
monthly  payments  of $3,221  which  commenced  September  1995 and are  payable
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,  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 Venture's 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
December  31,  1998 and 1997,  unpaid  settlement  payments  included in accrued
expenses and other liabilities totaled $106,280 and $144,928, respectively.

            In accordance with the  termination of all HMI contracts,  effective
January 1, 1995 HMI withdrew from the Building  Venture as a limited partner and
was replaced by HWDC.

            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 a
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% and
requires monthly principal and interest  payments in the amount of $49,628.  The
deed of trust note  amortizes  over a 20 year schedule and all remaining  unpaid
principal and interest is 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.

            This refinancing  transaction released  approximately  $1,057,000 of
suspended  Rehabilitation  Tax  Credits  to the  Partnership  from the  Building
Venture in 1996.  These credits had been suspended due to the fact that original
financing  was seller  provided.  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 all Rehabilitation
Tax Credits were fully vested.

            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.

            The  Building   Venture's   investment   property  competes  in  the
residential  rental  real  estate  and hotel  markets.  The  Building  Venture's
apartment  units  generally  compete  on the basis of  location,  price,  square
footage and amenities  with  approximately  six other  similar  complexes in the
Fells Point area. The Building  Venture's  apartment units also compete with the
local  single  family  home  market,  which in  recent  years  has  become  more
competitive  due to  the  increased  availability  of low  mortgage  rates.  The
Building  Venture's inn generally  competes with the smaller  hotels and bed and
breakfast  establishments  on the basis of room rates,  location and  amenities.
There are  approximately  three other competitors for the inn in the Fells Point
area, with the number of available  rooms for each competitor  ranging from four
(4) to eighty-eight (88).

            As of  December  31,  1998 and  1997,  the  apartment  units  had an
economic occupancy rate of approximately 96% and 97%, respectively.  The average
occupancy for the inn for the years ended December 31, 1998 and 1997 was 73% and
71%, respectively.

            The  Partnership  may invest in other real  estate  ventures  as set
forth on pages 28-36 of the Prospectus  (which pages are hereby  incorporated by
this reference).

            Henderson's  Wharf Marina,  L.P. (the Marina  Venture) is a Delaware
limited  partnership  which was  formed on July 20,  1990 to acquire a 1.92 acre
parcel of land together with a 256-slip marina which is adjacent to the Building
Venture's  property.  The Marina  Venture owns the fee interest in the property.
The Marina Venture  purchased the property for $1,266,363  which included seller
financing of $1,187,500.

            The Second Amended and Restated Agreement of Limited  Partnership of
Henderson's  Wharf Marina,  L.P. dated  February 1, 1991 provided  ownership and
management  identical to that of the Building Venture described above. On August
1, 1991, Amendment No. 1 to the Second Amended and Restated Agreement of Limited
Partnership  was  executed.  HWDC became the sole general  partner of the Marina
Venture  and  HMI and the  Partnership  became  limited  partners.  The  overall
management  and control of the  business  and  affairs of the Marina  Venture is
solely vested with the general partner of the Marina Venture.

            After   evaluating  the  marina  property  over  the  initial  years
following acquisition, the Marina Venture had determined that it was in its best
interest to either renegotiate the debt or restructure the Marina Venture before
proceeding with the development of the marina.

            On December 31, 1992,  the seller (HWFP,  Inc.) agreed to reduce the
original principal amount of the purchase money note from $1,187,500 to $350,000
and forgave $237,500 of accrued  interest.  Also on December 31, 1992, the Third
Amended and  Restated  Agreement of Limited  Partnership  of  Henderson's  Wharf
Marina L.P. was executed.  HWFP,  Inc., a Maryland  corporation,  received a 50%
limited partnership interest in the Marina Venture.  Concurrently,  HMI withdrew
as a  limited  partner  in the  Marina  Venture,  HPP'90's  limited  partnership
interest in the Marina Venture was reduced to 49% and HWDC retained a 1% general
partnership interest in the Marina Venture.

            Based  on the fair  market  value of  marina  land and  improvements
determined by independent  appraisal and the priority  distribution  of proceeds
from capital  transactions as provided for in the Marina Venture's Third Amended
and Restated  Agreement of Limited  Partnership,  the  Partnership  had reserved
$845,672  against its investment in the marina land and improvements at December
31, 1992. The property is carried at the lower of cost or net realizable value.

            On February 27, 1996, HPP'90, HWDC and HWFP, Inc. executed the First
Amendment to the Third Amended and Restated Agreement of Limited  Partnership of
Henderson's  Wharf  Marina  L.P.  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.  The note bore interest at 7.50%, was scheduled
to mature in March 2006, and required monthly principal and interest payments in
the  amount  of  $2,086.  As a  result  of this  transaction,  HPP'90's  limited
partnership  interest in the Marina Venture increased to 98%, and HWDC's general
partnership  interest  increased  to 2%. On  September  30,  1997,  the Building
Venture advanced $200,000 to the Marina Venture. The Marina Venture then settled
in full the promissory note payable to HWFP.

            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 1998,  1997 and 1996,  the Marina  Venture  added  $282,791,  $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. The Marina  Venture  estimates the cost of replacing the bulkhead to retain
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. Included in escrow deposits as of December 31,
1998,  is  $404,681  that  the  Partnership  has  reserved  for  future  capital
improvements.

            The Marina Venture competes with  approximately  seven other marinas
located in the inner harbor of Fells Point. The marinas generally compete on the
basis  of slip  fee  rates  (seasonal  and  year  round),  marina  services  and
amenities.  The Marina Venture has no marina services and offers minimum boating
amenities.


Item 2.     Properties.

            See Item 1 above.

Item 3.     Legal Proceedings.

            At December 31, 1998, the Partnership and the Ventures are not party
to, to the best  knowledge of the General  Partner,  any material  pending legal
proceedings.


            In 1997,  the Building  Venture and the  condominium  association to
which it  belongs  had filed  suit  against  one unit  owner for  failure to pay
condominium assessments and nuisance and the unit owner had filed a counterclaim
against the  Building  Venture,  the  condominium  association,  and other third
parties for alleged breach of contract and related counts.  On November 3, 1998,
the  Building  Venture,  the  condominium  association  and other third  parties
settled  the  lawsuits  with  the unit  owner.  As part of the  settlement,  the
Building  Venture  paid  $110,000 to purchase the  condominium  unit and parking
space, as well as a $65,000 additional payment.

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

            No matters were submitted to a vote of Unit holders.



<PAGE>


                                   PART II

Item 5.     Market For Registrant's Units and Related Unit Holder Matters.

            (a)   There is no  established  public  trading market for the Units
                  and no such  market is  expected  to  develop.  Trading in the
                  Units is  limited  and  sporadic  and  occurs  solely  through
                  private transactions.

            (b)   As of March 18, 1999, there were 1,392 holders of Units.

     The Amended and  Restated  Agreement  of Limited  Partnership  (Partnership
Agreement)  requires  that any Cash Flow (as  defined  therein)  be  distributed
quarterly  to the  investor  limited  partners  (Limited  Partners) in specified
proportions  and priorities  and that Sale or  Refinancing  Proceeds (as defined
therein) be distributed as and when available. As discussed in Item 1, there are
certain  restrictions  on the  Partnership's  present and future ability to make
distributions  of Cash Flow or Sale or  Refinancing  Proceeds.  For the  periods
ended December 31, 1998, 1997 and 1996, no distributions of Cash Flow or Sale or
Refinancing Proceeds were paid or accrued to the Limited Partners.


<PAGE>


Item 6.     Selected Financial Data.

<TABLE>
<CAPTION>


                               1998        1997        1996        1995        1994
                            ------------------------------------------------------------
<S>                        <C>           <C>           <C>        <C>         <C>    


Revenues                    $  3,656,389 $  3,261,261  $2,909,744 $2,769,347  $2,501,562

Net Income (Loss)           $    344,889 $    211,825  $ (258,989)$ (359,021) $ (667,504)


Net Income  (Loss) per unit
  of Investor Limited
  Partnership Interest based 
  on Units outstanding      $      20.87 $      12.82  $   (15.67) $   (21.72) $   (40.39)

Total Assets as of         
  December 31,              $   15,469,324  $15,224,121 $15,392,204  $15,483,025  $15,849,184

Long Term Debt as of           
  December 31,              $    5,619,134  $ 5,767,197 $ 6,123,084  $ 5,590,418   $5,590,418

Cash Distributions Per
  weighted average Unit
  outstanding                   $       0   $       0   $      0    $      0    $      0

Rehabilitation Tax Credit
  per Unit                      $       0   $       0 $    63.94    $      0    $      0
</TABLE>


See Item 7 for a  discussion  of the  factors  that may  materially  affect  the
foregoing information in future years.



<PAGE>


Item 7.     Management's  Discussion and Analysis of Financial  Condition and 
            Results of Operations.

            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 December 31, 1998 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 December 31,  1998,  the Ventures and HPP'90 had cash and cash
equivalents,   excluding  security  deposit  cash,  of  $400,555  and  $139,743,
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 and to fund  reserves  for the  capital  needs of the
Ventures.  For the years ended  December 31, 1998,  1997 and 1996,  the Building
Venture distributed $1,159,000, $501,000, and $203,000, 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.  Included  in the escrow  deposits  as of  December  31,  1998,  is
$404,681 that the Partnership has reserved for future capital improvements.

            At December 31, 1998,  the Ventures have entered into  contracts for
various  building  improvements and furniture and equipment  purchases  totaling
approximately  $382,300 and has made deposits on such contracts of approximately
$141,200.

            Settlement  Payments due HMI,  that were  negotiated  as part of the
contract  termination  (See Item 1), 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 December 31, 1998
and 1997,  unpaid  Settlement  Payments  included in accrued  expenses and other
liabilities totaled $106,280 and $144,928, 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.

            As mentioned in Item 1, 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.

            Also as mentioned in Item 1, 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.
The note bore  interest  at 7.50%,  originally  matured on March 15,  2006,  and
required  monthly  principal and interest  payments in the amount of $2,086.  On
September 30, 1997, the Building  Venture loaned 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 payable to
HWFP.

            HPP'90's  short-term  liquidity  depends upon its ability to receive
distributions  from the Building  Venture the need to and make  contributions to
the Marina Venture to maintain the land which provides parking to the marina and
inn. The short-term  liquidity of the Building Venture depends on its ability to
generate  sufficient  rental income to fund operating  expenses and debt service
requirements  and have sufficient  cash to distribute to HPP'90.  The short-term
liquidity of the Marina  Venture  depends on its ability to generate  sufficient
rental  income to fund  operating  expenses.  HPP'90 has advanced  approximately
$918,000 to the Marina through December 31, 1998 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 net income under
generally  accepted  accounting  principles  of $344,889 in 1998 which  includes
depreciation and amortization of $475,872.

            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 1998,
1997  and  1996,  the  Marina  Venture  added  $282,791,  $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 land that 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  have achieved  stabilized  occupancy  with economic
occupancy  rates  of  96%,  97%  and 95% for the  years  1998,  1997  and  1996,
respectively.  Management is projecting economic occupancy for the Apartments to
be approximately 95% as well as an approximately 3% increase in rental rates for
calendar year 1999.  Management  expects economic occupancy to remain around 95%
and rental rates to increase between 3% to 5% in future years after 1999.

            The average  occupancy of the Inn for the years 1998,  1997 and 1996
was 73%, 71%, and 71%,  respectively.  Management is projecting Inn occupancy of
73%, 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 net income of  approximately  $345,000 for
the year ended  December  31, 1998,  as compared to net income of  approximately
$212,000 for the year ended December 31, 1997.  This  favorable  increase in net
income is primarily due to an increase in revenue of approximately  $395,000 and
a decrease in interest expense of approximately  $24,000,  offset by an increase
in  expenses  of  approximately  $286,000.  The  increase  in  revenue is due to
increases  of  approximately  13% in  average  daily  room  rates  at  the  Inn,
approximately  6% in rental  rates at the  Apartments  and a slight  increase in
occupancy  at the Inn.  The  decrease in interest  expense in 1998,  compared to
1997, is due to the settlement of the Marina promissory note payable,  which was
paid in full in September  of 1997,  and also the  amortization  of the Building
Venture's mortgage note payable.  Expenses increased in 1998,  compared to 1997,
due to increases in other operating  expenses,  payroll  services and management
fees,  offset by a decrease in depreciation  and  amortization.  Other operating
expenses  increased  mainly due to increased  food and beverage  activity at the
Inn,  the  settlement  payment of $65,000 to settle a lawsuit  (see Item 3), and
repair and maintenance  expenditures at the Inn, Apartments and Marina.  Payroll
services  increased due to additional  staffing at the Ventures' and  management
fees, which are based on gross receipts,  increased as a result of the increased
revenues.  Depreciation and amortization  decreased because the Building Venture
had fully depreciated its furniture and fixtures in the second quarter of 1998.

            The Partnership  recorded net income of  approximately  $212,000 for
the year ended  December  31,  1997,  an  increase  of  approximately  $471,000,
compared to a net loss of approximately $259,000 for the year ended December 31,
1996. The increase in net income in 1997,  compared to 1996, is attributed to an
increase  in income of  approximately  $350,000  and  decreases  in  expenses of
approximately  $52,000  and  interest  expense  of  approximately  $71,000.  The
increases  in  income  in 1997,  compared  to  1996,  are  primarily  due to the
increased  room,  rental and parking rates at both the Inn and  Apartments and a
slight  increase in occupancy  at the  apartments  and Marina.  Both the average
daily  rate  for  inn  rooms  and  apartment   rental  income  rates   increased
approximately 7% in 1997, compared to 1996. Management fees, which were based on
gross  receipts,  increased  in 1997  compared  to 1996 due to the  increase  in
revenue.  Interest  expense  decreased  in 1997,  compared  to 1996,  due to the
amortization  of the loan  balances  and the  settlement  of the marina  debt in
September 1997.

            As of February 27, 1996, the Partnership no longer records  minority
interest due to the redemption of HWFP's 50% limited partnership interest in the
Marina Venture.

            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
December 31, 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.  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.

Item 8.     Financial Statements and Supplementary Data.

            See the Financial  Statements of the Partnership included as part of
this Annual Report on Form 10-K.

Item 9.     Changes in and  Disagreements  with Accountants on Accounting and 
            Financial Disclosure.

            None
                                    PART III

Item 10.    Directors and Executive Officers of the Registrant.

            (a) and (b) Identification of Directors and Executive Officers.

            The following  table sets forth the name and age of the director and
executive officer of BHP II Advisors and the offices held by such person.


          Name                                 Office                      Age

  Terrence P. Sullivan                    President and Director           52

            Mr.  Sullivan has served as a director and executive  officer of BHP
II Advisors since the  organization  of PAS II in June 1989.  Since that time he
has also been a general partner of BHP II Advisors. He will continue to serve in
the capacity  indicated above until his successor is elected and qualified.  Mr.
Sullivan is also an executive officer of Boston Capital Planning.

            (c)   Family Relationships.

                  None.

            (e)   Business Experience.

            The background and experience of the executive  officer and director
of BHP II Advisors and Boston Capital  Planning  identified above in Items 10(a)
and 10(b) are as follows:

            Terrence P.  Sullivan,  52, is the founder and sole  shareholder  of
Boston Capital  Planning,  a financial  consulting  and real estate  syndication
firm, and its  wholly-owned  subsidiary,  Boston Bay Capital,  Inc.  (Boston Bay
Capital).   Founded  in  1979,   Boston  Bay  Capital  was  an   NASD-Registered
broker/dealer  specializing  in placement  of  interests in real estate  limited
partnerships  which own historic and restoration  properties.  From 1986 through
December 31, 1989,  Boston Bay Capital  participated in the placement of limited
partnership interest in 98 real estate programs,  over 60 of which were historic
rehabilitation  or restoration  partnerships,  placing a total of  approximately
$140,000,000  in equity.  In  addition,  from 1987 to 1990,  Boston Bay  Capital
served  as  dealer  manager  in  connection  with the  sale of units of  limited
partnership  interest in Historic  Preservation  Properties Limited Partnership,
Historic Preservation Properties 1988 Limited Partnership, Historic Preservation
Properties 1989 Limited  Partnership and the Partnership,  the first four public
programs  sponsored by Affiliates of the General  Partner.  Such public programs
sold an aggregate of approximately  $82 million of Units of limited  partnership
interest.  From 1972 to 1978, Mr.  Sullivan was the Tax Shelter  coordinator for
the Boston office of White,  Weld & Co.,  Inc., an investment  banking firm. Mr.
Sullivan graduated from Worcester  Polytechnic Institute in 1968 with a Bachelor
of Science degree in




mechanical engineering.  He received a Masters in Business Administration degree
from the University of Massachusetts (Amherst) in 1971. Mr. Sullivan serves as a
general  partner  of BBC  Restoration  Properties  II  Limited  Partnership.  In
addition,  an entity controlled by Mr. Sullivan serves as the general partner of
Institutional Credit Partners Limited Partnership (ICP), a partnership organized
to invest in a diversified  portfolio of properties which qualify for low income
housing tax credits, Rehabilitation Tax Credits, or both. In 1989, ICP completed
a  private   placement  of  $5,790,000  of  limited   partnership   interest  to
corporations and other institutional investors.

            (f)-(g)   Involvement in Certain Legal Proceedings.

            None

Item 11.    Executive Compensation.

            The  director  and  executive  officer of PAS II and Boston  Capital
Planning received no remuneration from the Partnership.

            Under  the  Partnership  Agreement,  the  General  Partner  and  its
affiliates  are  entitled  to  receive  various  fees,  expense  reimbursements,
commissions,  cash distributions,  allocations of taxable income or loss and tax
credits from the Partnership.  The amounts of these items and the times at which
they are payable to the General Partner or its affiliates are described at pages
14-16 and 36-39 of the Prospectus under the captions  "Management  Compensation"
and "Cash  Distributions  and Net Profits and Net Losses",  respectively,  which
descriptions are incorporated herein by this reference.

            No  commissions,  fees,  or  cash  distributions  were  paid  by the
Partnership  to the  General  Partner  or its  affiliates  for the  years  ended
December  31, 1998,  1997 and 1996.  No  reimbursements  were made for the years
ended December 31, 1998, 1997 or 1996.

            For the year ended  December 31,  1998,  the  Partnership  allocated
approximately  $676 of  taxable  income to the  General  Partner.  See Note 5 to
Financial  Statements for additional  information about transactions between the
Partnership and the General Partner and its affiliates.


Item 12.    Unit Ownership of Certain Beneficial Owners and Management.

            (a)   Unit Ownership of Certain Beneficial Owners.

                  The Spiegel  Corporation,  1515 West 22nd  Street,  Oak Brook,
Illinois 60522,  is known by the Partnership to be the beneficial  owner of more
than 5% of the outstanding Units at March 15, 1999 (2,000 units; 12.22%).  Under
the Partnership Agreement, the voting rights of the Limited Partners are limited
and, in some circumstances, are subject to the prior receipt of certain opinions
of counsel or judicial decisions.

                  Under the  Partnership  Agreement,  the  right to  manage  the
business of the  Partnership is vested solely in the General  Partner,  although
the consent of a majority in  interest of the Limited  Partners is required  for
the sale at one time of all or substantially all of the Partnership's assets and
with respect to certain other matters. See Item 1 above for a description of the
General Partner and its general partners.

            (b)   Unit Ownership of Management.

                  No director or executive  officer of BHP II  Advisors,  Boston
Capital Planning or their affiliates had any beneficial ownership of Units as of
March 15,  1999.  No officer or director  of BHP II  Advisors or Boston  Capital
Planning,  nor any  general  partner of the  General  Partner,  nor any of their
respective affiliates, possesses the right to acquire Units.

            (c) Change in Control.

                  There exists no arrangement known to the Partnership which may
at a subsequent date result in a change in control of the Partnership.

Item 13.    Certain Relationships and Related Transactions.

            See Note 5 of Notes to Financial  Statements for  information  about
transactions between the Partnership and the General Partner and its affiliates.
See  Item  11  above  for   information   concerning   the  fees,   commissions,
reimbursements and cash  distributions  which the Partnership paid to or accrued
for the account of the General  Partner and its  affiliates  for the years ended
December 31, 1998, 1997 and 1996.




<PAGE>


                                     PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

            (a) The following documents are filed as part of this report:

            1.    Financial  Statements - The Financial Statements listed on the
                  accompanying  Index to Financial  Statements  and Schedule are
                  filed as a part of this Annual Report.

            2.    Financial   Statement  Schedules  -  The  Financial  Statement
                  Schedules  listed  on  the  accompanying  Index  to  Financial
                  Statements  and  Schedules  are filed as a part of this Annual
                  Report.

            3.    Exhibits

                  3(a)  Certificate   of   Limited   Partnership   of   Historic
                        Preservation  Properties 1990 L.P. Tax Credit Fund dated
                        as of September  29,  1989,  (filed as exhibit 3A to the
                        Partnership's  Registration Statement on Form S-11, File
                        No. 33-31778, and incorporated herein by
                        this reference).

                  3(b)  Certificate   of  Amendment  of  Historic   Preservation
                        Properties 1990 L.P. Tax Credit Fund dated as of October
                        23,  1989,  (filed as  exhibit  3C to the  Partnership's
                        Registration  Statement on Form S-11, File No. 33-31778,
                        and incorporated herein by this reference).

                  3(c)  Amended and Restated Agreement of Limited  Partnership
                        of  Historic  Preservation  Properties  1990 L.P.  Tax
                        Credit Fund dated as of March 30,  1990,  as currently
                        in  effect,   other  than  amendments   thereto  which
                        provide  solely for the  admission  or  withdrawal  of
                        investors  as  limited  partners  of  the  Partnership
                        (attached   as   Exhibit  A  to   Prospectus   of  the
                        Partnership  included  as  part  of  its  Registration
                        Statement  on  Form  S-11,  File  No.  33-31778,   and
                        incorporated herein by reference).

            4. See Exhibits 3(a), 3(b) and 3(c).

           10(a)  Escrow  Deposit   Agreement   between  Historic   Preservation
                  Properties  1990 L.P. Tax Credit Fund and Wainwright  Bank and
                  Trust  Company,  (filed as  exhibit  10A to the  Partnership's
                  Registration  Statement of Form S-11, File No.  33-31778,  and
                  incorporated herein by this reference).



<PAGE>


           10(b)  Documents   relating  to  the   acquisition  of  partnership
                  interests  in   Henderson's   Wharf   Baltimore,   L.P.  and
                  Henderson's  Wharf  Marina,  L.P. and material  contracts of
                  these partnerships:

                I.      Certificate  of  Limited  Partnership  of  Henderson's
                        Wharf  Baltimore,  L.P.  dated as of July 12, 1990 and
                        filed  in the  Office  of the  Secretary  of  State of
                        Delaware on July 20, 1990. (1)

               II.      Certificate  of  Limited  Partnership  of  Henderson's
                        Wharf  Marina,  L.P.  dated  as of July  12,  1990 and
                        filed  in the  Office  of the  Secretary  of  State of
                        Delaware on July 20, 1990. (1)

              III.      Agreement of Limited  Partnership of Henderson's Wharf
                        Baltimore, L.P. dated as of July 18, 1990. (1)

               IV.      Agreement of Limited  Partnership of Henderson's Wharf
                        Marina, L.P. dated as of July 18, 1990. (1)

                V.      Certificate  of  Amendment of  Certificate  of Limited
                        Partnership  of  Henderson's  Wharf  Baltimore,   L.P.
                        dated as of February  14, 1991 and filed in the Office
                        of the  Secretary  of  State of  Delaware  on March 5,
                        1991. (2)

               VI.      Certificate  of  Amendment  of  Certificate  of  Limited
                        Partnership of Henderson's  Wharf Marina,  L.P. dated as
                        of  February  14,  1991 and  filed in the  Office of the
                        Secretary of State of Delaware on March 5, 1991.
                        (2)

              VII.      Amended and Restated Agreement of Limited  Partnership
                        of Henderson's Wharf Baltimore,  L.P. dated as of July
                        31, 1990. (1)

             VIII.      Second  Amended  and  Restated  Agreement  of  Limited
                        Partnership  of  Henderson's  Wharf  Baltimore,   L.P.
                        dated February 1, 1991. (2)

               IX.      Amended and Restated Agreement of Limited  Partnership
                        of  Henderson's  Wharf Marina,  L.P.  dated as of July
                        31, 1990. (1)

                X.      Second  Amended  and  Restated  Agreement  of  Limited
                        Partnership  of Henderson's  Wharf Marina,  L.P. dated
                        February 1, 1991. (2)



        (1)  Previously  filed  as  part  of  exhibit  10B to the  Partnership's
Registration  Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.

        (2)  Previously  filed as part of  exhibit  10(b)  to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated
herein by this reference.



<PAGE>


               XI.      Agreement for Sale of Henderson's  Wharf,  the Fastlands
                        and Marina  among HWFP,  Inc.,  Kenneth M.  Stein,  J.E.
                        Robert, the United Brotherhood of Carpenters and Joiners
                        of America and  Historic  Preservation  Properties  1990
                        L.P. Tax Credit Fund dated June 19, 1990. (1)

              XII.      Assignment   and   Assumption    Agreement   Regarding
                        Contract   Rights   between   Historic    Preservation
                        Properties  1990 L.P. Tax Credit Fund and  Henderson's
                        Wharf Baltimore, L.P. dated July 31, 1990. (1)

             XIII.      Assignment   and   Assumption    Agreement   Regarding
                        Contract   Rights   between   Historic    Preservation
                        Properties  1990 L.P. Tax Credit Fund and  Henderson's
                   Wharf Marina, L.P. dated July 31, 1990. (1)

              XIV.      Deed dated July 31, 1990 from Joseph E.  Robert,  Jr.,
                        Kenneth M. Stein and HWFP,  Inc. to Henderson's  Wharf
                        Baltimore, L.P. (1)

               XV.      Deed dated July 31, 1990 from Joseph E.  Robert,  Jr.,
                        Kenneth M. Stein and HWFP,  Inc. to Henderson's  Wharf
                        Marina, L.P. (1)

              XVI.      Assignment  and Blanket  Transfer from HWFP,  Inc. and
                        the United  Brotherhood  of Carpenters  and Joiners of
                        America to  Henderson's  Wharf  Baltimore,  L.P. dated
                        July 31, 1990. (1)

             XVII.      Assignment  and Blanket  Transfer from HWFP,  Inc. and
                        the United  Brotherhood of Carpenters and Joiners of
                        America to  Henderson's  Wharf Marina,  L.P.  dated
                        July 31, 1990. (1)

            XVIII.      Purchase Money  Promissory  Note of Henderson's  Wharf
                        Baltimore,  L.P. to HWFP,  Inc. dated July 31, 1990 in
                        the principal amount of $6,350,000. (1)

              XIX.      Purchase Money  Promissory  Note of Henderson's  Wharf
                        Marina,  L.P. to HWFP, Inc. dated July 31, 1990 in the
                        principal amount of $1,187,500. (1)

               XX.      Contingent Purchase Price Promissory Note of Henderson's
                        Wharf Baltimore,  L.P. to HWFP, Inc. dated July 31, 1990
                        in the principal amount of $1,150,000.
                        (1)

              XXI.      Purchase Money Deed of Trust between  Henderson's  Wharf
                        Baltimore,  L.P.  and  Kenneth  M.  Stein and  Joseph E.
                        Robert, Jr., Trustees, dated July 31, 1990. (1)



       (1)  Previously  filed  as  part  of  exhibit  10B to  the  Partnership's
Registration  Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.
             XXII.      Purchase Money Deed of Trust between  Henderson's  Wharf
                        Marina,  L.P. and Kenneth M. Stein and Joseph E. Robert,
                        Jr., Trustees, dated July 31, 1990. (1)

            XXIII.      First  Amendment to Amended and  Restated  Henderson's
                        Wharf  Disposition  Agreement among  Henderson's Wharf
                        Baltimore,  L.P.,  Henderson's Wharf Marina,  L.P. and
                        the  Mayor and City  Council  of  Baltimore,  Maryland
                        dated July 31, 1990. (1)

             XXIV.      Second  Amendment  to  Pedestrian   Promenade   Easement
                        Agreement  among  Henderson's   Wharf  Baltimore,   L.P.
                        Henderson's  Wharf  Marina,  L.P. and the Mayor and City
                        Council of Baltimore, Maryland dated July 31, 1990.
                        (1)

              XXV.      Property  Management and Brokerage  Agreement  between
                        Henderson's   Wharf   Baltimore,   L.P.  and  Richland
                        Management, Inc. dated as of July 31, 1990. (1)

             XXVI.      Development   Agreement   between   Henderson's  Wharf
                        Baltimore,  L.P.  and  Richland  #1, L.P.  dated as of
                        July 31, 1990. (1)

            XXVII.      Inn Lease between  Henderson's  Wharf Baltimore,  L.P.
                        and Hillcrest  Management,  Inc.  dated as of July 31,
                        1990. (1)

           XXVIII.      Property Management and Brokerage Agreement between
                        Henderson's Wharf Baltimore, L.P. and Hillcrest
                        Management, Inc. dated as of February 1, 1991. (2)

             XXIX.      Consulting   Agreement   between   Henderson's   Wharf
                        Baltimore,  L.P. and Hillcrest Management,  Inc. dated
                        as of February 1, 1991. (2)

              XXX.      Settlement   Agreement  between  Historic   Preservation
                        Properties 1990 L.P. Tax Credit Fund,  Henderson's Wharf
                        Baltimore,  L.P.  Henderson's  Wharf  Marina,  L.P.  and
                        Richard  F.   Holland,   Richland   #1  L.P.,   Richland
                        Management,  Inc.,  Richland  Partners,  Inc.,  Richland
                        Construction,  Inc., Richland Historic Properties,  Inc.
                        and Richland #2 L.P. dated February 1, 1991. (2)



         (1)  Previously  filed  as part  of  exhibit  10B to the  Partnership's
Registration  Statement on Form S-11, File No. 33-31778, and incorporated herein
by this reference.

         (2)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated
herein by this reference.



             XXXI.      Amendment  No. 1 to the Second  Amended  and  Restated
                        Agreement of Limited  Partnership  between Henderson's
                        Wharf Development  Corporation,  Historic Preservation
                        Properties  1990 L.P.  Tax Credit  Fund and  Hillcrest
                        Management, Inc. dated August 1, 1991. (3)

            XXXII.      Settlement   Agreement  between  Historic   Preservation
                        Properties  1990 L.P. Tax Credit Fund,  Boston  Historic
                        Partners II Limited Partnership, BHP II Advisors Limited
                        Partnership,  Terrence P. Sullivan,  Portfolio  Advisory
                        Services II, Inc., Boston Capital Planning Group,  Inc.,
                        Boston Bay Capital,  Inc. and Daniels  Printing  Company
                        dated July 6, 1992. (4)

           XXXIII.      Second   Amendment  to  Note  1,  the  Purchase  Money
                        Promissory Note, between  Henderson's Wharf Baltimore,
                        L.P. and HWFP, Inc. dated December 7, 1992. (4)

            XXXIV.      Release of Deed of Trust  securing  $1,187,500  Purchase
                        money  Promissory  Note  between  HWFP,  Inc.  Joseph E.
                        Robert,  Jr., S.  Herbert  Tinley,  III and  Henderson's
                        Wharf Marina L.P. dated December 31, 1992. (4)

             XXXV.      Third  Amended  and  Restated   Agreement  of  Limited
                        Partnership  of Henderson's  Wharf Marina,  L.P. dated
                        December 31, 1992. (4)

            XXXVI.      Agreement   regarding   refund  of  real  estate   taxes
                        pertaining to Henderson's Wharf Baltimore L.P. and HWFP,
                        Inc. dated December 31, 1992. (4)

           XXXVII.      Property  Management   Agreement  between  Henderson's
                        Wharf  Marina,  L.P. and  Hillcrest  Management,  Inc.
                        dated January 1, 1992. (4)



         (3)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated
herein by this reference.

         (4)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated
herein by this reference.





<PAGE>


          XXXVIII.      Property  Management   Agreement  between  Henderson's
                        Wharf Marina L.P.,  Henderson's Wharf Baltimore,  L.P.
                        and  the  Residences  and  Inn at  Henderson's  Wharf,
                        collectively  referred to as  "Henderson's  Wharf" and
                        McKenna Management Associates,  Inc., dated August 23,
                        1993. (5)

            XXXIX.      Third   Amendment  to  Note  1,  the  Purchase   Money
                        Promissory Note, Between  Henderson's Wharf Baltimore,
                        L.P. and HWFP, Inc. dated December 31, 1993. (5)

               XL.      Fourth   Amendment  to  Note  1,  the  Purchase  Money
                        Promissory Note, between Henderson's  Baltimore,  L.P.
                        and HWFP, Inc. dated February 22, 1994. (5)

              XLI.      Promissory   Note   between   Historic    Preservation
                        Properties  1990 L.P.  Tax  Credit  Fund and Lew Cohen
                        dated July 1, 1993. (6)

             XLII.      Settlement  documents  which  include  the  Settlement
                        Agreement  and Mutual  Release,  Agreement of Purchase
                        and Sale,  Deed,  Escrow  Agreement,  Special Power of
                        Attorney,   Option  Agreement,   Maryland  Residential
                        Property  Disclaimer  Statement with Joseph and Eileen
                        Mason for Unit # 433, dated June 1, 1994. (6)

            XLIII.      Settlement  documents  which  include  the  Settlement
                        Agreement  and Mutual  Release,  Agreement of Purchase
                        and Sale,  Deed,  Escrow  Agreement,  Special Power of
                        Attorney,   Option  Agreement,   Maryland  Residential
                        Property  Disclaimer  Statement  and Lease with Colvin
                        Ryan for Unit # 510, dated June 1, 1994. (6)

             XLIV.      Settlement  documents  which  include the Agreement of
                        Purchase and Sale,  Deed,  Escrow  Agreement,  Special
                        Power of Attorney  and Option  Agreement  with Anne B.
                        Cook for Unit # 409, dated October 24, 1994. (6)

              XLV.      Promissory   Note   between   Historic    Preservation
                        Properties  1990 L.P.  Tax Credit  Fund and  Hillcrest
                        Asset Management, Inc. dated December 30, 1994. (6)

             XLVI.      Pledge   Agreement   between   Historic   Preservation
                        Properties,   Henderson's   Wharf   Baltimore,   L.P.,
                        Henderson's  Wharf Marina,  L.P. and  Hillcrest  Asset
                        Management, Inc., dated December 30, 1994. (6)



         (5)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated
herein by this reference.

         (6)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by this reference.

            XLVII.      Property  Management   Agreement  between  Henderson's
                        Wharf Marina L.P.,  Henderson's Wharf Baltimore,  L.P.
                        and  the  Residences  and  Inn at  Henderson's  Wharf,
                        collectively  referred to as  "Henderson's  Wharf" and
                        Claremont  Management  Corporation,  dated November 1,
                        1995. (7)

           XLVIII.      Asset    Management    Agreement    between   Historic
                        Preservation  Properties 1990 L.P. Tax Credit Fund and
                        Claremont  Management  Corporation  dated  October  1,
                        1995. (7)

             XLIX.      Deed  of  Trust  Note  between  Historic  Preservation
                        Properties   1990  L.P.   Tax  Credit   Fund  and  Aid
                        Association for Lutherans, dated February 27, 1996.(8)

                L.      Guaranty among Historic  Preservation  Properties 1990
                        L.P.  Tax Credit  Fund,  Henderson's  Wharf  Baltimore
                        L.P.  and  Aid   Association   for  Lutherans,   dated
                        February 27, 1996. (8)

               LI.      Indemnity   Deed  of  Trust  and  Security   Agreement
                        between  Henderson's  Wharf  Baltimore  L.P.  and  Aid
                        Association  for  Lutherans,  dated February 27, 1996.
                        (8)

              LII.      Assignment  of Rents and  Leases  between  Henderson's
                        Wharf   Baltimore   L.P.  and  Aid   Association   for
                        Lutherans, dated February 27, 1996. (8)

             LIII.      Escrow  Agreement  among  Henderson's  Wharf Baltimore
                        L.P., Calvin Gregg Ryan and Douglas G. Worrall,  dated
                        February 27, 1996. (8)

              LIV.      Attorney's letter  concerning  purchase of condominium
                        and parking  units sold by Joseph and Eileen  Mason to
                        Henderson's  Wharf Baltimore L.P.,  dated February 27,
                        1996. (8)

              LV.       Attorney's letter concerning  purchase of condo 
                        condominium and parking units sold by Anne B. Cook to
                        Henderson's  Wharf Baltimore L.P.,  dated February
                        27, 1996. (8)






         (7)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated
herein by this reference.

         (8)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated
herein by this reference.

              LVI.  Partnership Interest Redemption Agreement among Henderson's 
                    Wharf Marina L.P., HWFP, Inc., Henderson's Wharf Development
                    Corporation, and Historic Preservation Properties 1990 L.P.
                    Tax Credit Fund, dated February 27, 1996.(8)

             LVII.  Promissory Note between  Henderson's Wharf Marina L.P.
                    and HWFP, Inc., dated February 27, 1996. (8)

              LIX.  Assignment of Leases and Rents between Henderson's Wharf
                    Marina L.P. and HWFP, Inc., dated February 27, 1996. (8)

               LX.  Settlement  letter on prepayment of Promissory Note between
                    Henderson's Wharf Marina L.P. and HWFP,  Inc., dated 
                    September 30, 1997. (9)

               LXI. Closing documents which include Purchase and Sale Agreement
                    and Deed of Exchange  with Joseph V. Brady for the exchange
                    of Unit 610 for Unit 422, date March 17, 1998.

               LXII.Primary Property and Marina Management Agreements between
                    Henderson's Wharf  Baltimore,   L.P.,   Henderson's  Wharf
                    Marina,   L.P.  Gunn  Financial Incorporated, dated May 18,
                    1998.

              LXIII.Asset Management Agreement between   Historic Preservation
                    Properties   1990  L.P.   Tax  Credit  Fund  and  Gunn
                    Financial Incorporated dated July 1, 1998.

              LXIV. Closing documents which include Settlement  Agreement,  
                    Mutual Release, and Agreement of Sale and  Purchase,  and
                    Deed between Henderson's  Wharf  Baltimore  L.P. and Richard
                    Sassi for Unit 406, dated November 3, 1998.

--------------------


         (8)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual  Report on Form 10-K for year ended  December  31, 1996 and  incorporated
herein by this reference.

         (9)  Previously  filed as part of exhibit  10 (b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated
herein by this reference.










            10 (c)      Asset    Management    Agreement    between   Historic
                        Preservation  Properties 1990 L.P. Tax Credit Fund and
                        Hillcrest  Asset  Management,  Inc.  dated  January 1,
                        1992. (4)

22                      List of Ventures. (2)

28 (ii)        (a)      Supplement  No.  1  to  the  Partnership's  Prospectus
                        dated August 1, 1990. (10)

               (b)      Supplement  No.  2  to  the  Partnership's  Prospectus
                        dated December 3, 1990. (10)

               (c)      Pages  14-16,  28-36  and  36-39  of  the  Partnership's
                        Prospectus  dated  March  30,  1990 and  filed  with the
                        Commission pursuant to Rule 424(b) on April 6, 1990.
                        (10)



         (2) Previously filed as part of exhibit 22 to the Partnership's  Annual
Report on Form 10-K for the year ended December 31, 1990 and incorporated herein
by this reference.

         (4)  Previously  filed as part of  exhibit  10(b) to the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated
herein by this reference.

         (10)  Previously   filed  as  part  of  exhibit  28(ii)  (a)  to  the
Partnership's Annual Partnership Report on Form 10-K for the year ended December
31, 1990 and incorporated herein by this reference.




<PAGE>


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

                                       By:   PORTFOLIO  ADVISORY  SERVICES II,
INC.

Date:  March 18, 1999                  By:   /s/ Terrence P. Sullivan
                                                   Terrence P. Sullivan,
                                                   President

                                       and

Date:  March 18, 1999                  By:   /s/ Terrence P. Sullivan
                                                   Terrence P. Sullivan,
                                                   General Partner

                        Pursuant  to  the   requirements   of  the  Securities
Exchange Act of 1934,  this report has been signed by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Signature                              Title


/s/ Terrence P. Sullivan               Individual General Partner of
Terrence P. Sullivan                   BHP II Advisors Limited Partnership
                                       and as President and Principal
Date: March 18, 1999                   Executive Officer of Portfolio
                                       Advisory Services II, Inc.,
                                       General Partner of BHP II
                                       Advisors Limited Partnership
                           
/s/ Terrence P. Sullivan               Principal Financial and
Terrence P. Sullivan                   Principal Accounting Officer
                                       of Portfolio Advisory Services II,
Date: March 18, 1999                   Inc., General Partner of BHP II
                                       Advisors Limited Partnership




<PAGE>


Supplemental  Information  to be  Furnished  with Reports  Filed  Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered  Securities 
Pursuant to Section 12 of the Act.

                           An annual  report will be furnished to Unit holders
subsequent to filing of this Form 10-K.






























                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
                        DECEMBER 31, 1998, 1997 AND 1996
                   TOGETHER WITH INDEPENDENT AUDITORS' REPORTS












































                           ANNUAL REPORT ON FORM 10-K
                            ITEMS 14 (A) (1) AND (2)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page



Independent Auditors' Report                                            F-3

Consolidated Balance Sheets as of December 31,
   1998 and 1997                                                        F-4

Consolidated Statements of Operations for the
   Years Ended December 31, 1998, 1997 and 1996                         F-5

Consolidated Statements of Partners' Equity (Deficit)
   for the Years Ended December 31, 1998, 1997 and 1996                 F-6

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1998, 1997 and 1996                                     F-7

Notes to Consolidated Financial Statements                              F-8

Independent Auditors' Report on Accompanying Information                F-14

Consolidated Financial Statement Schedule:
   Schedule III - Real Estate and Accumulated Depreciation              F-15



















                                       F-2

                          Independent Auditors' Report


The Partners
Historic Preservation Properties 1990
    L.P. Tax Credit Fund
Boston, Massachusetts


      We have audited the accompanying  consolidated  balance sheets of Historic
Preservation   Properties  1990  L.P.  Tax  Credit  Fund,  a  Delaware   limited
partnership  (the  "Partnership"),  as of December  31,  1998 and 1997,  and the
related  consolidated  statements of operations,  partners' equity (deficit) and
cash flows for each of the years in the  three-year  period  ended  December 31,
1998. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position  of Historic
Preservation  Properties  1990 L.P.  Tax Credit Fund as of December 31, 1998 and
1997,  and the results of its operations and cash flows for each of the years in
the  three-year  period ended  December 31, 1998, in conformity  with  generally
accepted accounting principles.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.




Providence, Rhode Island
March 18, 1999











                                       F-3
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997


                                     ASSETS

                                                   1998              1997
                                             -----------------  ----------------
INVESTMENT IN REAL ESTATE
     Building and building improvements      $    15,145,302     $  15,178,365
     Land                                             97,034            97,034
     Furniture and equipment                         980,447           970,736
     Marina - land and improvements                1,659,050         1,376,259
     Deferred   evaluation  and  acquisition      
        costs                                      1,102,600         1,102,600
                                             -----------------  ----------------
                                                  18,984,433        18,724,994
         Less  accumulated  depreciation and  
           amortization                            4,242,639         3,830,865
                                             -----------------  ----------------
                                                  14,741,794        14,894,129
     Reserve for realization of Marina land
         and improvements                           (845,672)         (845,672)
                                             -----------------  ----------------
                                                  13,896,122        14,048,457

CASH AND CASH EQUIVALENTS                            540,298           670,811
CASH EQUIVALENT, SECURITY DEPOSITS                    85,958            86,641
ESCROW DEPOSITS                                      546,834           152,212
DEFERRED COSTS, net of accumulated
     amortization (1998, $51,761;
     1997, $33,492)                                  130,924           149,193
OTHER ASSETS                                         269,188           116,807
                                             -----------------  ----------------

                                             $    15,469,324     $  15,224,121
                                             =================  ================


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
     Note payable                            $    5,619,134     $    5,767,197
     Accrued expenses and other liabilities         338,908            286,315
     Security deposits                               78,055             82,271
                                            -----------------  -----------------

         Total liabilities                        6,036,097          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                 9,481,256          9,139,816

     General Partner's deficit                      (48,029)           (51,478)
                                            -----------------   ----------------

         Total partners' equity                   9,433,227          9,088,338
                                            -----------------  -----------------

                                            $    15,469,324    $    15,224,121
                                            =================  =================



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

                                       F-4
                HISTORIC PRESERVATION PROPERTIES 1990 L. P. TAX CREDIT FUND
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



                                      1998       1997        1996
                                   ---------- ---------- -----------
REVENUE:
     Rental and related income     $3,611,487 $3,230,009 $ 2,894,221

     Interest and other income         44,902     31,252      15,523
                                   ---------- ---------- -----------
                                    3,656,389  3,261,261   2,909,744
                                   ---------- ---------- -----------

EXPENSES:
     Operating and administrative     245,565    245,895     244,415
     Property operating expenses:
          Payroll services            584,655    510,085     505,988
          Condominium assessments     379,894    382,632     366,156
          Real estate taxes           256,005    258,426     264,104
          Management fees             152,980    142,088     124,438
          Other operating expenses    769,540    457,067     533,582
     Depreciation and amortization    475,872    582,710     591,751
                                   ---------- ---------- -----------
                                    2,864,511  2,578,903   2,630,434
                                   ---------- ---------- -----------

INCOME FROM OPERATIONS                791,878    682,358     279,310

INTEREST EXPENSE                      446,989    470,533     541,643

MINORITY INTEREST IN LOSS
     ON MARINA VENTURE                      -         -        3,344
                                   ---------- ---------- -----------

NET INCOME (LOSS)                  $  344,889 $  211,825 $  (258,989)
                                   ========== ========== ===========

NET INCOME (LOSS) ALLOCATED TO
   GENERAL PARTNER                 $    3,449 $    2,118 $    (2,590)
                                   ========== ========== ===========

NET INCOME (LOSS) ALLOCATED TO
   LIMITED PARTNERS                $  341,440 $  209,707 $  (256,399)
                                   ========== ========== ===========

NET INCOME (LOSS) PER UNIT OF
   LIMITED PARTNERSHIP INTEREST,
   BASED ON 16,361 UNITS
   OUTSTANDING                     $    20.87 $    12.82 $    (15.67)
                                   ========== ========== ===========












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

                                       F-5
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996




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

BALANCE, December 31, 1995     16,361   $ 9,186,508    $  (51,006)  $ 9,135,502

          Net loss                  -      (256,399)       (2,590)     (258,989)
                            -----------  ------------   -----------  -----------
BALANCE, December 31, 1996     16,361     8,930,109       (53,596)    8,876,513

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

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
                            ==========   ============   ============  ==========






























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

                                       F-6

                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                               1998       1997         1996
                                          ---------  ---------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                      $ 344,889  $ 211,825  $  (258,989)

   Adjustments to reconcile net income
     (loss) to net cash provided by 
     operating activities:
      Depreciation and amortization         475,872    582,710      591,751
      Gain on sale of asset                      --         --       (7,000)
      Minority interest in loss on Marina        --         --       (3,344)
       Venture
      Decrease (increase) in security        (3,533)     1,227       (5,597)
       deposits, net
      Decrease in accrued expenses
       and other liabilities                 (3,692)   (24,199)     (98,224)
      Increase in escrow deposits          (394,622)   (52,008)     (45,934)
      Decrease (increase) in other assets  (152,381)   (34,164)     134,224
                                          ---------  ---------  -----------

   Net cash provided by operating           
    activities                              266,533    685,391      306,887
                                          ---------  ---------  -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to building and improvements  (114,346)        --     (442,264)
   Proceeds from exchange of building and
    building Improvements                   122,843         --           --
   Purchase of furniture & equipment         (9,711)    (9,500)     (16,658)
   Additions to Marina                     (247,769)   (33,727)     (23,049)
   Proceeds from sale of asset                   --         --        7,000
                                          ---------  ---------  -----------

   Net cash used in investing activities   (248,983)   (43,227)    (474,971)
                                          ---------  ---------  -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from refinancing of mortgage         
     note payable                                --         --    6,000,000
   Payment of mortgage note payable              --         --   (5,590,418)
   Principal payments of mortgage note
     payable                               (148,063)  (355,887)    (101,916)  
   Payment of deferred costs                     --         --     (143,167)
                                          ---------  ---------  -----------
 Net cash provided by (used in)
  financing activities                     (148,063)  (355,887)     164,499
                                          ---------  ---------  -----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                        (130,513)   286,277       (3,585)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                        670,811    384,534      388,119
                                          ---------  ---------  -----------

CASH AND CASH EQUIVALENTS,
   END OF YEAR                            $ 540,298  $ 670,811  $   384,534
                                          =========  =========  ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

      Cash paid for interest              $ 447,473  $ 471,665  $   522,522
                                          =========  =========  ===========
NON-CASH FINANCING ACTIVITY:

On February  27, 1996,  the  Partnership  redeemed the minority  interest in the
Marina Venture by issuing a $225,000 note payable. The transaction resulted in a
$39,981 reduction of basis in the marina property.

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

                                       F-7


<PAGE>



                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


(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).  Officers of Boston Capital Planning Group, Inc. (BCPG), an
      affiliate  of BHP II, were the  initial  limited  partners of HPP'90.  The
      initial  limited  partners  withdrew  as limited  partners  upon the first
      admission  of  Investor  Limited  Partners  (Limited  Partners).  Prior to
      admission of the Limited Partners,  all costs incurred by HPP'90 were paid
      by BHP II. On June 29, 1990,  the first Limited  Partners were admitted to
      HPP'90 and operations commenced.

      The Amended and  Restated  Agreement of Limited  Partnership  (Partnership
      Agreement) of HPP'90 generally provides that all net profits,  net losses,
      tax  credits  and cash  distributions  of HPP'90  from  normal  operations
      subsequent to admissions of Limited Partners shall be allocated 99% to the
      Limited  Partners  and 1% to BHP II.  Proceeds  from sales or  refinancing
      generally will be distributed 100% to the Limited Partners until they have
      received  an amount  equal to their  Adjusted  Capital  Contributions  (as
      defined in the Partnership Agreement) plus priority returns and additional
      incentive priority returns for certain Limited Partners admitted to HPP'90
      on or prior to certain specified dates.

(2)   Summary of Significant Accounting Policies

      Principles of Consolidation

      HPP'90  holds  a  99%  general  partner  interest  and  Henderson's  Wharf
      Development  Corp.  (HWDC), a wholly owned  subsidiary of HPP'90,  holds a
      total  general and limited  partner  interest of 1% in  Henderson's  Wharf
      Baltimore Limited  Partnership (HWB). At December 31, 1998, HPP'90 holds a
      98% limited partner  interest and HWDC holds a 2% general partner interest
      in Henderson's Wharf Marina Limited  Partnership  (HWM). All operating and
      financial  policy  decisions of HWB and HWM are  controlled  by HPP'90 and
      HWDC.

      The  consolidated  financial  statements  include  the accounts of HPP'90,
      Henderson's  Wharf  Baltimore,  L.P. and  Henderson's  Wharf Marina,  L.P.
      after elimination of all intercompany transactions and accounts.

      Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenue and  expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      Real Estate and Depreciation

      Real  estate  is held for  lease  and  stated  at the lower of cost or net
      realizable  value.  Depreciation  is provided over the estimated  economic
      useful lives of the assets using the  straight-line  method.  Depreciation
      expense for the years  ended  December  31,  1998,  1997 and 1996  totaled
      $430,039, $536,007 and $547,996, respectively.

      Deferred Evaluation and Acquisition Costs

      Expenditures  related to the purchase of real estate have been capitalized
      and are  being  amortized  on a  straight-line  basis  over the  estimated
      economic  useful life of real  property (40 years).  Amortization  expense
      relating to deferred  evaluation and acquisition  costs totaled $27,564 in
      each of the years ended December 31, 1998, 1997 and 1996.


                                       F-8
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


(2)   Summary of Significant Accounting Policies (Continued)

      Cash, Cash Equivalents, and Concentration of Credit Risk

      HPP'90  considers all highly liquid  investments  with a maturity of three
      months or less when purchased to be cash equivalents.  Cash equivalents at
      December 31, 1998 and 1997 totaled $449,934 and $654,677, respectively.

      At December  31, 1998 and 1997,  HPP'90 had  $823,168 and $615,312 of cash
      and cash  equivalents  and escrow  deposits,  respectively,  on deposit in
      banks in  excess of  amounts  insured  by the  Federal  Deposit  Insurance
      Corporation or otherwise not insured.

      Deferred Costs

      Deferred costs relating to HPP'90's note payable are being  amortized on a
      straight-line  basis  over  the  term of the  note.  Amortization  expense
      relating to deferred costs for the years ended December 31, 1998, 1997 and
      1996 totaled $18,269, $19,139 and $16,191, respectively.

      Revenue Recognition

      Revenue from residential units, principally under annual operating leases,
      is recorded when due.  Revenue from rental of inn units is recognized when
      earned.

      Income Taxes

      No provision  (benefit) for income taxes is reflected in the  accompanying
      consolidated  financial statements of HPP'90. All partners are required to
      report  on their tax  returns  their  allocable  share of  income,  gains,
      losses, deductions and credits determined on a tax basis.

      Reclassifications

      Certain  amounts  in the 1996  and 1997  financial  statements  have  been
      reclassified to conform to the 1998 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 December 31, 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 year  ended  December  31,  1998 for the
      residential  units was 96% (unaudited)  and the average  occupancy for the
      inn was 73% (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.  On November  3, 1998,  as part of a
      negotiated settlement as discussed in Note 4, the

                                       F-9
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


(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 the years ended  December 31, 1998,
      1997, and 1996,  the Building  Venture  distributed to HPP'90  $1,159,000,
      $501,000, and $203,000, 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 $728,544 as of December 31, 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.  During the years ended December 31, 1998, 1997 and 1996, the
      Marina  Venture  added  $282,791,  $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 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.

      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

                                      F-10
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


(4)   Note Payable (Continued)

      $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.

      As of  December 31 1998,  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  December  31, 1998 and 1997,  unpaid  Settlement
      Payments  included  in  accrued  expenses  and other  liabilities  totaled
      $106,280 and $144,928, respectively.





                                      F-11
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


(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
      period  January  1, 1998  through  June 30,  1998 and for the years  ended
      December  31, 1997 and 1996,  management  fees paid to CMC by the Ventures
      totaled $74,668, $142,088 and $124,438, respectively.

      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
      expires  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
      $78,312 for the period July 1, 1998 through December 31, 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. For the
      period  January  1, 1998  through  June 30,  1998 and for the years  ended
      December  31, 1997 and 1996,  expense  reimbursements  paid to CMC totaled
      $83,080, $127,075 and $136,654, respectively.

      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.
      Expense reimbursements to GFI for the period July 1, 1998 through December
      31, 1998 totaled $96,162.

      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,  HWB 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,  HWB 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
      which has been  included in other  operating  expenses  for the year ended
      December 31, 1998.

      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.







                                      F-12
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



     (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.
      HPP'90 now  anticipates  that  capital  resources  to fund the repairs are
      likely to be provided by additional contributions to the Partnership.  The
      Marina Venture  estimates the cost of replacing the bulkhead to retain the
      land to be in excess of $2,300,000. 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 escrow  deposits as of December
      31, 1998 is $404,681 that the  Partnership has reserved for future capital
      improvements.

      At December 31, 1998, the Building Venture and Marina Venture have entered
      into  contracts  for  various  building  improvements  and  furniture  and
      equipment purchases totaling $369,586 and $12,691, respectively.  Included
      in other assets at December 31, 1998 are deposits  made on such  contracts
      totaling $141,230.

(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  December  31,  1998  and  1997
      approximate  their fair  values due to their  short  maturities.  The fair
      value of the note payable at December 31, 1998 and 1997  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.






































                                      F-13

                  Independent Auditors' Report on Accompanying Information


The Partners
Historic Preservation Properties 1990
   L.P. Tax Credit Fund
Boston, Massachusetts

      We have audited, in accordance with generally accepted auditing standards,
the consolidated  financial statements of Historic Preservation  Properties 1990
L.P. Tax Credit Fund as of December 31, 1998 and 1997, and for each of the years
in the three-year  period ended December 31, 1998 included in this Form 10-K and
have issued our report  thereon  dated March 18, 1999.  Our audits were made for
the  purpose of  forming  an  opinion  on the 1998 and 1997  basic  consolidated
financial  statements  taken  as a  whole.  The  supplemental  schedule  is  the
responsibility of the Partnership's  management and is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. The information included in this
schedule has been subjected to the auditing  procedures  applied in the audit of
the basic consolidated financial statements, and in our opinion fairly states in
all material  respects the  financial  data  required to be set forth therein in
relation to the basic consolidated financial statements as a whole.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.




Providence, Rhode Island
March 18, 1999




















                                      F-14
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    SCHEDULE
                     REAL ESTATE & ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
                                  IN THOUSANDS



                                Cost Capitalized

                                    Initial Costs      Subsequent to Acquisition
                                 --------------------  -------------------------
Description and                           Building and                 Carrying
Ownership Percentage Encumbrance    Land   Improvement   Improvements    Costs
------------------    --------   --------   ----------   ------------  --------

Residential/Building/Inn

Henderson's Wharf
Baltimore L.P. 
  Baltimore, Maryland

99.9%                 $  5,619    $   97    $  6,715       $  8,080    $    350


Marina

Henderson's Wharf
Marina L.P. 
  Baltimore, Maryland

98% (Notes 5 and 6)           0    1,187          0            433           79
                       --------  -------   --------       --------     --------

                       $  5,619  $1,284    $  6,715       $  8,513     $    429
                       ========  =======   ========       ========     ========































                                      F-15

                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    SCHEDULE
                     REAL ESTATE & ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
                                  IN THOUSANDS




                           Gross Amounts At Which Carried at Close of Period
                          -----------------------------------------------------


                                                                   Accumulated
Description and                          Building and      Total   Depreciation
Ownership Percentage              Land   Improvements   (Note 2)     (Note 3)
-------------------------   ----------   ----------   ----------   ----------

Residential/Building/Inn

Henderson's Wharf
Baltimore L.P. 
  Baltimore, Maryland

 99.9%                      $       97   $   15,145   $   15,242   $    2,905


Marina

Henderson's Wharf
  Marina L.P. 
Baltimore, Maryland

98% (Notes 5 and 6)                301          512          813          215
                            ----------   ----------   ----------   ----------


                            $      398   $   15,657   $   16,055   $    3,120
                            ==========   ==========   ==========   ==========





























                                      F-16
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    SCHEDULE
                     REAL ESTATE & ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
                                  IN THOUSANDS




                                       Date of                       Depreciable
Description and                        Construction           Date      Life
Partnership Percentage                  Rehabilitation       Acquired   (Years)
-----------------------------------   -------------------   -------   --------

Residential/Building/Inn

Henderson's Wharf
Baltimore L.P. 
  Baltimore, Maryland

 99.9%                                9/90                    7/20/90   40


Marina

Henderson's Wharf
Marina L.P. 
  Baltimore, Maryland

98% (Notes 5 and 6)                   N/A                     7/20/90   34


Note     1:  The  aggregate  cost of each  property  on a tax  basis  net of the
         reduction due to rehabilitation tax credits.

                                          1998       1997        1996
                                        ---------  ---------  ------------

      Henderson's Wharf Baltimore       $ 14,016   $ 14,075   $    14,075

      Henderson's Wharf  Marina                                
                                             837        589           549
                                        ---------  ---------  ------------


            Total                       $ 14,853   $ 14,664   $    14,624
                                        =========  =========  ============




Note    2: The  changes in total costs of land,  building  and  improvements  at
        December 31 are as follows:


                                          1998       1997        1996
                                        ---------  ---------  ------------

      Balance at the beginning of       $ 15,806   $ 15,766   $    15,311
      period

      Additions:

        Land, building & improvements
         purchased                          418         40           455
        Building & improvements acquired
         through exchange                    89          -             -



      Disposals:

         Building and improvements,
         cost of unit exchanged             (258)         -             -
                                        ---------  ---------  ------------

            Total                       $ 16,055   $ 15,806   $    15,766
                                        =========  =========  ============

                                      F-17
                 HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    SCHEDULE
                     REAL ESTATE & ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
                                  IN THOUSANDS




     Note 3: The changes in accumulated depreciation for the years ended

                                         1998       1997        1996
                                       ---------  ---------  ------------


      Balance at the beginning of      $   2,761   $  2,396   $     1,987
      period                           

      Depreciation during the year:
           Buildings & improvements        405         365           409
      Disposals:
         Buildings & improvements
      relating to
             unit exchanged                (46)          -             -
                                       ---------  ---------  ------------

                                       $ 3,120    $  2,761    $    2,396

                                       =========  =========  ============



     Note    4: This schedule  excludes  furniture and equipment  with a cost of
             approximately $980,000 and $971,000 and accumulated depreciation of
             approximately  $902,000 and $876,000 at December 31, 1998 and 1997,
             respectively.

     Note    5: In 1996, the minority  interest holder in the Henderson's  Wharf
             Marina  property  redeemed its interest for a $225,000  mortgage on
             the property.  The transaction  resulted in a reduction of basis of
             approximately $40,000. For additional information see the footnotes
             to the financial statements.

     Note    6: The  Partnership  has provided for a reserve for  realization of
             Marina  Land and  Improvements  of  approximately  $846,000  net of
             accumulated  depreciation,  based  on  fair  market  determined  by
             independent  appraisal and priority  distribution  of proceeds from
             capital  transactions  as  provided  for in The Third  Amended  and
             Restated Agreement of Limited Partnership.





                                      F-18