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, 1999

                                      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 |_|.



           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                                                    Sequential
                                                         Page No.     Page No.

PART I

       Item 1   Business                                   K-3           4
       Item 2   Properties                                 K-8           8
       Item 3   Legal Proceedings                          K-8           8
       Item 4   Submission of Matters
                 to a Vote of Unit Holders                 K-8           9

PART II

       Item 5   Market for Registrant's
                 Units and Related Unit
                 Holder Matters                            K-9          10
       Item 6    Selected Financial Data                   K-10         11
       Item 7    Management's Discussion and
                  Analysis of Financial
                  Condition and Results of
                  Operations                               K-11         12
       Item 8    Financial Statements and
                  Supplementary Data                       K-14         15
       Item 9    Changes in and Disagreements
                  with Accountants on Accounting
                  and Financial Disclosure                 K-14         15

PART III

       Item 10    Director and Executive
                   Officer of the Registrant               K-15         16
       Item 11    Executive Compensation                   K-16         17
       Item 12    Unit Ownership of Certain
                  Beneficial Owners and
                   Management                              K-16         17
       Item 13    Certain Relationships and
                   Related Transactions                    K-17         18

PART IV

       Item 14    Exhibits, Financial Statement
                   Schedules and Reports on
                   Form 8-K                                K-18         19

SIGNATURES                                                 K-27         28

SUPPLEMENTAL INFORMATION                                   K-28         29


                                       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.


                                      K-2



                                     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.

                  As discussed  later,  on  September 9, 1999 the  Partnership's
investment  properties were sold and subsequently the Limited Partners of HPP'90
received  total  distributions  of  $7,771,802 in 1999. As of December 31, 1999,
HPP'90 concluded its business operations, liquidated, and formally dissolved.

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

                  The Partnership did 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  June  30,  2000 due to the
disposition of the Ventures'  properties,  as discussed below. In December 1999,
in accordance with the agreement,  the  Partnership  paid GFI $90,000 to provide
asset  management,  accounting and investor services through the expiration date
of  the  agreement  for  the   conclusion  of  HPP'90's   business   operations,
liquidation,  formal  dissolution,  and  submission of final K-1's and financial
statements to the Limited Partners.

                  The   Partnership's   only  business  was  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, 1999, the date of dissolution, 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) was 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 were owned by the  Building  Venture  and 8 of
which were owned by unrelated parties.

                  The  building  had been  renovated  and certain of the related
renovation costs 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
was  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 were 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 required monthly payments of $3,221 which commenced  September 1995 and
were payable  through the earlier of September 2001 or the occurrence of certain
events as defined in the agreement. The Settlement Payments were 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 were
permitted  until  all  Settlement  Payments  had  paid in full.  The  Settlement
Payments may have been prepaid, as defined in the agreement, without penalty. As
of December 31, 1998,  unpaid  Settlement  Payments included in accrued expenses
and other liabilities  totaled $106,280.  In 1999, the Ventures paid in full all
unpaid Settlement Payments due to HMI.

                  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 bore  interest at 7.85% and
required monthly principal and interest  payments in the amount of $49,628.  The
deed of trust note  amortized  over a 20 year schedule and all remaining  unpaid
principal and interest was scheduled to be due in March 2016.  Under the deed of
trust  note,  the lender had the option with six months  written  notice to call
amounts  outstanding  under  the  deed of  trust  note  at the end of ten  years
(February 2006) or anytime thereafter. The deed of trust note was secured by the
Building Venture's  property,  rents and assignment of leases and was guaranteed
by the Building Venture. On September 9, 1999, the Building Venture property was
sold (as discussed below) and payment in full was made on the note payable.

                  The refinancing in 1996 released  approximately  $1,057,000 of
suspended  Rehabilitation  Tax  Credits  to the  Partnership  from the  Building
Venture.  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  competed in the
residential  rental  real  estate  and hotel  markets.  The  Building  Venture's
apartment  units  generally  competed 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 competed with the
local  single  family  home  market,  which in  recent  years  had  become  more
competitive  due to  the  increased  availability  of low  mortgage  rates.  The
Building  Venture's inn generally  competed 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).

                  Henderson's  Wharf  Marina,  L.P.  (the Marina  Venture) was 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 owned 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 was 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 was 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 1999,  1998 and 1997,  the Marina  Venture  added  $47,405,
$282,791 and $33,727,  respectively,  of utility,  safety and other improvements
increasing the number of fully  operational  slips to 256.  Substantial  repairs
were still needed to maintain the Marina  Venture's land which provided  parking
to the Marina and Inn. The Marina  Venture  estimated  the cost of replacing the
bulkhead to retain the land to be in excess of  $2,300,000.  The Marina  Venture
anticipated  that  capital  resources  to fund the  repairs  were  likely  to be
provided by additional  contributions  from the Partnership.  Included in escrow
deposits as of December 31, 1998, is $404,681 that the  Partnership had reserved
for future capital improvements.

                  The Marina  Venture  competed 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 had no marina  services and offered
minimum boating amenities.

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



                  On September 9, 1999,  the  Ventures  consummated  the sale of
their respective properties. The sale price paid to the Ventures' properties was
$13,550,000  with payments due at closing for direct costs of $295,256,  capital
costs  assumed by the buyer of $71,050,  mortgage  note  payable of  $5,513,789,
mortgage prepayment expense of $390,126 and accrued interest of $30,058.

                  On September 13, 1999, the  Partnership  distributed  $450 per
$1,000 unit for a total of $7,362,450 to its Limited  Partners  ($450 per $1,000
unit,  16,361  units  issued  and  outstanding).   On  December  30,  1999,  the
Partnership  made a final  distribution  to its  Limited  Partners of $25.02 per
$1,000 unit totaling $409,352. As required by law, the Partnership had deposited
with the State of Maryland,  on behalf of Maryland nonresident Limited Partners,
a withholding  of $4.21 per $1,000 unit for  estimated  taxes due on the gain on
the sale.

                  As of December 31, 1999,  the Building  Venture and the Marina
Venture concluded their respective business operations,  liquidated and formally
dissolved.

Item 2.           Properties.

                  See Item 1 above.

Item 3.           Legal Proceedings.

                  At December 31, 1999,  the  Partnership  and the Ventures were
not party to, to the best knowledge of the General Partner, any material pending
legal proceedings.


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

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

                  As of August 31, 1999,  the  Partnership  obtained  the
approval  for the sale with 9,464 votes  "For",  1,375 votes "Against",
195 votes to "Abstain", and 5,327 units that did not vote.

                  The sale closed on September 9, 1999.


<PAGE>



                                     PART II

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

                  (a)      Through  the  date  of  dissolution,   there  was  no
                           established  public  trading  market  for the  Units.
                           Trading in the Units was  limited  and  sporadic  and
                           occurred solely through private transactions.

                  (b)      As of December 31, 1999, the date of dissolution of
                           the Partnership, there were 1,394 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,
in 1998 and 1997 there were certain  restrictions on the  Partnership's  present
and future  ability to make  distributions  of Cash Flow or Sale or  Refinancing
Proceeds.  For the years ended December 31, 1998 and 1997, no  distributions  of
Cash Flow or Sale or  Refinancing  Proceeds  were paid or accrued to the Limited
Partners.   As  discussed  in  Item  1,  the  Limited  Partners  received  total
distributions of $7,771,802 in the year ended December 31, 1999.


<PAGE>



Item 6.           Selected Financial Data.

<TABLE>
<CAPTION>


                                               1999             1998              1997             1996              1995
                                         ----------------- ---------------- ----------------- ---------------- -----------------

<S>                                         <C>               <C>              <C>              <C>               <C>
Revenues                                     $  2,696,980     $  3,656,389     $  3,261,261     $  2,909,744      $  2,769,347

Net Income (Loss)                            $ (1,661,425)    $    344,889     $    211,825     $   (258,989)     $   (359,021)

Net Income (Loss) per unit of
     Investor Limited Partnership
    Interest based on Units
    outstanding                              $   (100.53)     $      20.87     $      12.82     $     (15.67)     $     (21.72)

Total Assets as of December 31,              $         0      $ 15,469,324     $ 15,224,121     $ 15,392,204      $ 15,483,025

Long Term Debt as of December 31,            $         0      $  5,619,134     $  5,767,197     $  6,123,084      $  5,590,418

Cash Distributions per weighted
average Unit outstanding                     $    475.02      $          0     $          0     $          0      $          0

Rehabilitation Tax Credit per Unit           $         0      $          0     $          0     $      63.94      $          0

</TABLE>

The Partnership liquidated effective December 31, 1999 (see Items 1 and 7).


<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, 1999 the Partnership had invested an aggregate of $13,220,453
in the Building and Marina Ventures.

                  Such amount  contributed  in the Building and Marina  Ventures
represented  approximately  100% of the Limited Partners'  capital  contribution
after deducting selling commissions, organizational and sales costs, acquisition
fees and reserves.

                  HPP'90's cash and cash equivalents were used primarily to fund
general and  administrative  expenses of running the public fund. The Venturers'
cash and cash equivalents were used to fund operating  expenses and debt service
of the properties.  In addition,  to the extent available,  the Building Venture
distributed  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 as well as to provide funds to  distribute  to the Limited  Partners of
HPP'90.  For the years ended  December  31,  1999,  1998 and 1997,  the Building
Venture  distributed  $8,005,846  (including  $7,771,802 relating to the sale of
properties), $1,159,000 and $501,000, respectively, to HPP'90.

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

                  On  September  9, 1999 the  Ventures  consummated  the sale of
their respective properties. The sale price paid to the Ventures was $13,550,000
with payments due at closing for direct costs of $295,256, capital costs assumed
by  the  buyer  of  $71,050,  mortgage  note  payable  of  $5,513,789,  mortgage
prepayment expense of $390,126 and accrued interest of $30,058.

                  On September 13, 1999, the  Partnership  distributed  $450 per
$1,000 unit for a total of $7,362,450 to its Limited  Partners  ($450 per $1,000
unit,  16,361  units  issued  and  outstanding).   On  December  30,  1999,  the
Partnership  made a final  distribution  to its  Limited  Partners of $25.02 per
$1,000 unit totaling  $409,352.  As required by law, the  Partnership  deposited
with the State of Maryland, on behalf of Maryland nonresident individual Limited
Partners,  a withholding of $4.21 per $1,000 unit for estimated state tax due on
the gain on the sale.

<PAGE>

                  Significant  repairs were needed within the next several years
to maintain the Marina  Venture's land which provided  parking to the marina and
inn. The Marina Venture estimated the cost of repairs to maintain the land to be
in excess of $2,300,000.  The Marina Venture  anticipated that capital resources
to fund the repairs were likely to be provided by additional  contributions from
the  Partnership.  Included in the escrow  deposits as of December 31, 1998,  is
$404,681 that the Partnership had reserved for future capital improvements.

                  At December 31, 1998,  the Ventures had 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), were 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 were permitted
until all settlement  payments were paid in full.  The  Settlement  Payments may
have been prepaid, as defined in the agreement,  without penalty. As of December
31, 1998,  unpaid  Settlement  Payments  included in accrued  expenses and other
liabilities  totaled  $106,280.  In September  1999, HMI and the Ventures agreed
that a final payment of all unpaid Settlement Payments would be made in December
1999. In December 1999, unpaid Settlement Payments totaling $71,473 were paid to
HMI.

                  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  required  monthly
principal  and  interest   payments   totaling   $49,628  based  on  a  20  year
amortization.  The deed of trust  note was  scheduled  to mature in March  2016,
however, under the deed of trust note, the lender had the option with six months
written notice to call amounts  outstanding  under the deed of trust note at the
end of ten years (February 2006) or anytime  thereafter.  The deed of trust note
was secured by the Building Venture's  property,  rents and assignment of leases
and was guaranteed by the Building  Venture.  On September 9, 1999, the Building
Venture  property  was sold and  payment in full was made on the  mortgage  note
payable (as discussed above).

                  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.

<PAGE>

         As of December 31, 1999,  the Building  Venture and the Marina  Venture
concluded  their  respective  business   operations,   liquidated  and  formally
dissolved.

                  Results of Operations.  The  Partnership  generated a net loss
under  generally  accepted  accounting  principles  of  $1,661,425 in 1999 which
includes depreciation and amortization of $481,887,  mortgage prepayment expense
of $390,126,  solicitation expenses of $120,675,  liquidation expense of $90,000
and loss on sale of real estate of  $961,140,  (net of direct  costs of $295,256
and unamortized deferred evaluation and acquisition costs of $863,021).

                  As discussed in the  Liquidity  Section,  on September 9, 1999
the Ventures  consummated  the sale of their  respective  properties  and ceased
operating activities as of that date. Therefore,  the Partnership's revenues and
expenses for the year ended  December 31, 1999 are not  comparative  to the year
ended  December  31,  1998  due to the  shorter  period  of  activity  in  1999.
Nevertheless,  for the year ended  December 31, 1999  compared to the year ended
December 31, 1998,  condominium  assessments  increased  mainly due to a special
assessment of $152,000  paid to the  condominium  association  in April of 1999.
Depreciation  and  amortization  for 1999 includes the  amortization  of certain
deferred  financial  and legal  costs  associated  with the  Building  Venture's
mortgage  note  payable,  which had been paid in full on September 9, 1999.  The
liquidation  and  solicitation  expense  represents  cost  associated  with  the
printing,  mailing and tabulation for the Consent Solicitation Statement,  dated
August 2, 1999 as filed with the Securities and Exchange  Commission,  submitted
to the Limited Partners to obtain the approval of sale of substantially  all the
assets,   subsequent  distribution  of  net  proceeds  and  liquidation  of  the
Partnership,  as well as, amounts paid to GFI for accounting,  asset  management
and  investor  services   required  to  conclude  the   Partnership's   business
operations, liquidate and formally dissolve.

                  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  Apartment's  economic  occupancy  rates for the years
1998 and 1997 were 96% and 97%, respectively, while the average occupancy of the
Inn for the years 1998 and 1997 were 73% and 71%, respectively.  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.

<PAGE>

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


<PAGE>



                                    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             53

                  Mr. Sullivan had served as a director and executive officer of
BHP II Advisors since the  organization of PAS II in June 1989.  Since that time
he had also been a general partner of BHP II Advisors.  As of December 31, 1999,
BHP II Advisors and PAS II were liquidated and formally dissolved.  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,  53, 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  served as a general  partner  of BBC  Restoration  Properties  II
Limited Partnership,  which concluded its business affairs December 31, 1999. 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.

<PAGE>

                  (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  were  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, 1999,  1998 and 1997.  No  reimbursements  were made for the years
ended December 31, 1999, 1998 or 1997.

                  For  the  year  ended  December  31,  1999,  the   Partnership
allocated  approximately  $88,768 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, was known by the Partnership to have been the beneficial
owner of more  than 5% of the outstanding  Units at December 31, 1999, the date
of dissolution of the Partnership (2,000 units; 12.22%). Under the  Partnership
Agreement,  the voting  rights of the  Limited Partners  were  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 was vested solely in the  General  Partner,
although  the  consent of a majority  in interest of the Limited  Partners was
required for the sale at one time of all or  substantially all of the  Partner-
ship's  assets and with respect to certain other matters.  As discussed in Item
1, the Partnership submitted a Consent Solicitation Statement, dated August 2,
1999 as filed with the  Securities and Exchange  Commission,  to the  Limited
Partners  to  obtain  the  approval  for  the  sale, subsequent distribution of
net proceeds and liquidation of the  Partnership.  By August 31, 1999, the
Partnership received the approval for the sale from 57% in interest of its
Limited Partners. See Item 1 above  for a  description  of the  General Partner
and its  general partners.

<PAGE>

                  (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.  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, possessed the right to acquire Units.

                  (c)      Change in Control.

                           There existed no  arrangement  known to the  Partner-
ship which may have at a subsequent date resulted 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, 1999, 1998 and 1997.

<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.

<PAGE>

                      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.

<PAGE>


                      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,
                                    Escro 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.

<PAGE>

                     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.

<PAGE>

                       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 prepaymentof 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.

                       LXV.         Consent  Solicitation  Statement  furnished
                                    to the Limited  Partners in connection with
                                    approval of the sale of  substantially
                                    all the assets of the Partnership. (11)

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


              (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.

              (11) Previously filed as Form 14A with the Commission on August 2,
1999 and incorporated herein by this reference.


<PAGE>


                      LXVI.         Agreement for the Purchase and Sale of Real
                                    Property between  Henderson's  Wharf
                                    Baltimore, LP (Seller) and Henderson's Wharf
                                    Baltimore, LLC (Buyer), dated July 9, 1999.
                                    (12)

                     LXVII.         Agreement for the Purchase and Sale of Real
                                    Property between Henderson's  Wharf Marina,
                                    LP (Seller) and  Henderson's  Wharf Marina,
                                    Inc. (Buyer), dated July 9, 1999. (12)

                     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.

                 (12)      Previously  filed as an exhibit to Form 8-K with the
Commission  on  September  24,  1999 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 15, 2000                      By:      /s/ Terrence P. Sullivan
       --------------                               ------------------------
                                                    Terrence P. Sullivan,
                                                    President

                                           and

Date:  March 15, 2000                      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 15, 2000                       Executive Officer of Portfolio
                                           Advisory Services II, Inc.,
                                           General Partner of BHP II
                                           Advisors Limited Partnership

                                           Principal Financial and
/s/ Terrence P. Sullivan                   Principal Accounting Officer
Terrence P. Sullivan                       of Portfolio Advisory Services II,
                                           Inc., General Partner of BHP II
Date: March 15, 2000                       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.



<PAGE>








           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
              CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
                        DECEMBER 31, 1999, 1998 AND 1997
                   TOGETHER WITH INDEPENDENT AUDITORS' REPORTS



<PAGE>


                           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 Sheet as of December 31, 1998                      F-4

Consolidated Statements of Operations for the
     Years Ended December 31, 1999, 1998 and 1997                       F-5

Consolidated Statements of Partners' Equity (Deficit)
     for the Years Ended December 31, 1999, 1998 and 1997               F-6

Consolidated Statements of Cash Flows for the Years Ended
     December 31, 1999, 1998 and 1997                                   F-7

Notes to Consolidated Financial Statements                              F-8



                                       F-2

<PAGE>


                          Independent Auditors' Report


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


      We have audited the  accompanying  consolidated  balance sheet of Historic
Preservation  Properties  1990 L.P. Tax Credit Fund, (a liquidated  partnership)
(the  "Partnership")  as of December  31,  1998,  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, 1999.  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 (a liquidated partnership) as
of December 31, 1998,  and the results of its operations and cash flows for each
of the years in the  three-year  period ended  December 31, 1999,  in conformity
with generally accepted accounting principles.

     On September 9, 1999, the  Partnership  sold its investment in real estate.
Effective December 31, 1999, the Partnership liquidated.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.




Providence, Rhode Island
March 15, 2000




                                       F-3

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                     ASSETS

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

CASH AND CASH EQUIVALENTS                                                                                   540,298
CASH EQUIVALENT, SECURITY DEPOSITS                                                                           85,958
ESCROW DEPOSITS                                                                                             546,834
DEFERRED COSTS, net of accumulated
     amortization of $51,761                                                                                130,924
OTHER ASSETS                                                                                                269,188
                                                                                              -----------------------

                                                                                                    $    15,469,324
                                                                                              =======================


                                           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
     Note payable                                                                                    $    5,619,134
     Accrued expenses and other liabilities                                                                 338,908
     Security deposits                                                                                       78,055
                                                                                             ------------------------

         Total liabilities                                                                                6,036,097
                                                                                             ------------------------

COMMITMENTS (Notes 3 and 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
     General Partner's deficit                                                                              (48,029)
                                                                                              -----------------------

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

                                                                                                    $    15,469,324
                                                                                             ========================
</TABLE>


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

                                                                F-4

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L. P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>


                                                            1999                      1998                      1997
                                                    ----------------------    ---------------------    -----------------------

REVENUE:
    <S>                                                  <C>                      <C>                        <C>
     Rental and related income                            $    2,657,682           $    3,611,487             $    3,230,009
     Interest and other income                                    39,298                   44,902                     31,252
                                                    ----------------------    ---------------------    -----------------------


                                                               2,696,980                3,656,389                  3,261,261
                                                    ----------------------    ---------------------    -----------------------

     Operating and administrative                                231,117                  245,565                    245,895
     Property operating expenses:
          Payroll services                                       531,181                  584,655                    510,085
          Condominium assessments                                422,434                  379,894                    382,632
          Real estate taxes                                       50,089                  256,005                    258,426
          Management fees                                        112,195                  152,980                    142,088
          Other operating expenses                               664,212                  769,540                    457,067
     Depreciation and amortization                               481,887                  475,872                    582,710
                                                    ----------------------    ---------------------    -----------------------

                                                               2,493,115                2,864,511                  2,578,903
                                                    ----------------------    ----------------------    ---------------------

INCOME FROM OPERATIONS BEFORE
  INTEREST EXPENSE, MORTGAGE PRE-
  PAYMENT EXPENSE, SOLICITATION
  AND LIQUIDATION EXPENSE, AND
  AND LOSS ON SALE OF REAL ESTATE                               203,865                    791,878                   682,358

INTEREST EXPENSE                                               (303,349)                  (446,989)                 (470,533)
MORTGAGE PREPAYMENT EXPENSE                                    (390,126)                        -                         -
SOLICITATION AND LIQUIDATION  EXPENSE                          (210,675)                        -                         -
LOSS ON SALE OF REAL ESTATE

   (NET OF DIRECT COSTS OF $295,256
   AND UNAMORTIZED DEFERRED
   EVALUATION AND ACQUISITION
   COSTS OF $863,021)                                          (961,140)                        -                         -
                                                    ----------------------    ---------------------    -----------------------

NET INCOME (LOSS)                                        $   (1,661,425)           $     344,889              $     211,825
                                                    ======================    =====================    =======================

NET INCOME (LOSS) ALLOCATED TO
    GENERAL PARTNER                                       $     (16,614)            $      3,449               $      2,118
                                                    ======================    =====================    =======================
NET INCOME (LOSS) ALLOCATED TO
    LIMITED PARTNERS                                     $   (1,644,811)           $     341,440              $     209,707
                                                    ======================    =====================    =======================

NET INCOME (LOSS) PER UNIT OF
    LIMITED PARTNERSHIP INTEREST,
    BASED ON 16,361 UNITS
    OUTSTANDING                                            $    (100.53)            $      20.87               $      12.82
                                                    ======================    =====================    =======================

</TABLE>

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

                                       F-5

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                             Units of
                                             Investor             Investor
                                             Limited             Limited              General
                                           Partnership          Partners'            Partner's
                                             Interest            Equity               Deficit                Total
                                          ---------------    ----------------     ----------------     ------------------

<S>                                            <C>             <C>                   <C>                  <C>
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

       Net loss prior to
         sale of real estate                         -             (693,282)              (7,003)             (700,285)

       Loss on sale of real estate                   -             (951,529)              (9,611)             (961,140)

       Distributions to partners               (16,361)          (7,771,802)                   -            (7,771,802)

       Transfer upon liquidation                     -              (64,643)              64,643                     -

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

BALANCE, December 31, 1999                           -              $     -              $     -               $     -
                                          ===============    ================     ================     ==================

</TABLE>







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

                                       F-6

<PAGE>


           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                       1999                  1998                   1997
                                                                -------------------    ------------------    -------------------
<S>                                                                   <C>                   <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                               $ (1,661,425)          $   344,889            $   211,825
     Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
         Depreciation and amortization                                    481,887               475,872                582,710
         Mortgage prepayment penalty                                      390,126                     -                      -
         Solicitation and liquidation expense                             210,675                     -                      -
         Loss on disposal of furniture and equipment                        3,699                     -                      -
         Loss on sale of real estate                                      961,140                     -                      -
         Decrease (increase) in security deposits, net                      7,903                (3,533)                 1,227
         Decrease in accrued expenses and
           other liabilities                                             (338,908)               (3,692)               (24,199)
         Decrease (increase) in escrow deposits                           546,834              (394,622)               (52,008)
         Decrease (increase) in other assets                              188,473              (152,381)               (34,164)
                                                                -------------------    ------------------    -------------------

     Net cash provided by operating activities                            790,404               266,533                685,391
                                                                -------------------    ------------------    -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to building and improvements                               (62,953)             (114,346)                     -
     Proceeds from exchange of building and building
        improvements                                                            -               122,843                      -
     Purchase of furniture and equipment                                 (377,279)               (9,711)                (9,500)
     Additions to marina                                                  (82,427)             (247,769)               (33,727)
     Proceeds from sale of real estate, net                            13,183,694                     -                      -
                                                                -------------------    ------------------    -------------------

     Net cash provided by (used in) investing activities               12,661,035              (248,983)               (43,227)
                                                                -------------------    ------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments of mortgage note payable                         (105,345)             (148,063)              (355,887)
     Payment of mortgage note payable                                  (5,513,789)                    -                      -
     Mortgage prepayment penalty                                         (390,126)                    -                      -
     Solicitation and liquidation expense                                (210,675)                    -                      -
     Distributions                                                     (7,771,802)                    -                      -
                                                                -------------------    ------------------    -------------------

     Cash used in financing activities                                (13,991,737)             (148,063)              (355,887)
                                                                -------------------    ------------------    -------------------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                    (540,298)             (130,513)               286,277

CASH AND CASH EQUIVALENTS,
     BEGINNING OF YEAR                                                    540,298               670,811                384,534
                                                                -------------------    ------------------    -------------------

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

SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid for interest                                         $ 321,728           $   447,473            $   471,665
                                                                ===================    ==================    ===================
</TABLE>

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

                                       F-7


<PAGE>




           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(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 was to invest in a portfolio of
         real properties which were 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,  was 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  provided  that all net  profits,  net
         losses,  tax  credits  and cash  distributions  of HPP'90  from  normal
         operations  subsequent to  admissions of Limited  Partners be allocated
         99% to the Limited  Partners and 1% to BHP II.  Proceeds  from sales or
         refinancing  generally  were  to be  distributed  100%  to the  Limited
         Partners  until they had  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.

         As  discussed  in Note 3, on  September  9, 1999  HPP'90  sold its real
         estate  properties  and the  Limited  Partners  of HPP'90  subsequently
         received total  distributions of $7,771,802 in 1999. As of December 31,
         1999,  HPP'90  completed  its  business  operations,   liquidated,  and
         formally dissolved.

(2)      Summary of Significant Accounting Policies

         Principles of Consolidation

         HPP'90  held a 99%  general  partner  interest  and  Henderson's  Wharf
         Development Corp.  (HWDC), a wholly owned subsidiary of HPP'90,  held a
         total general and limited partner  interest of 1% in Henderson's  Wharf
         Baltimore Limited  Partnership (HWB). HPP'90 held a 98% limited partner
         interest  and HWDC held a 2% general  partner  interest in  Henderson's
         Wharf Marina  Limited  Partnership  (HWM).  All operating and financial
         policy decisions of HWB and HWM were 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  affected  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  was held for lease and stated at the lower of cost or net
         realizable value. Depreciation was provided over the estimated economic
         useful lives of the assets using the straight-line method. Depreciation
         expense for the years ended  December 31,  1999,  1998 and 1997 totaled
         $331,898, $430,039 and $536,007, respectively.


                                       F-8

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(2)      Summary of Significant Accounting Policies (Continued)

         Deferred Evaluation and Acquisition Costs

         Expenditures  related to the  purchase of real estate were  capitalized
         and  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 $19,065,  $27,564
         and $27,564  for the years  ended  December  31,  1999,  1998 and 1997,
         respectively.

         Cash, Cash Equivalents, and Concentration of Credit Risk

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

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

         Deferred Costs

         Deferred  costs  related to HPP'90's  note payable were  amortized on a
         straight-line  basis over the term of the note. As discussed in Note 3,
         on September 9, 1999 the investment  properties of HPP'90 were sold and
         the lender  was paid in full all  amounts  due under the note  payable.
         Therefore, in 1999, HPP'90 amortized the remaining unamortized deferred
         costs related to the note  payable.  Amortization  expense  relating to
         deferred  costs for the years ended  December 31,  1999,  1998 and 1997
         totaled $130,924, $18,269 and $19,139, respectively.

         Revenue Recognition

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

(3)      Investment in Real Estate

         HPP'90 had an interest in the following entities:

         Henderson's Wharf Baltimore, L.P. (the Building Venture) was 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 had been  substantially
         renovated and certain renovation costs qualified 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 $12,382,117.

         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.

         HPP'90 had made all  required  capital  contributions  to the  Building
         Venture  in  accordance   with  the  Building   Venture's   partnership
         agreement.

                                       F-9

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(3)      Investment in Real Estate (Continued)

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

         HPP'90's  operations  principally  consisted  of  accounting,  investor
         services and other general and  administrative  costs,  and were funded
         from  distributions by the Building Venture.  Also,  distributions from
         the Building  Venture were used to fund  reserves for the capital needs
         of  HPP'90's  real  property  entities  as well as to provide  funds to
         distribute to HPP'90's Limited  Partners.  For the years ended December
         31, 1999,  1998 and 1997,  the Building  Venture  distributed to HPP'90
         $8,005,846 (including $7,463,508 of net sales proceeds), $1,159,000 and
         $501,000, respectively.

         Henderson's  Wharf  Marina,  L.P.  (the Marina  Venture) was 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 $838,336.

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

         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 were allocated in accordance
         with the Ventures' respective amended partnership agreements.

         In July 1999,  the Ventures  entered into purchase and sale  agreements
         with an  affiliate  of Gunn  Financial,  Inc.  (see  Note  5),  a party
         unaffiliated with HPP'90 and the Ventures, to sell the properties owned
         by both the  Building  Venture  and the Marina  Venture  for a combined
         price  of   $13,550,000.   The  Partnership  had  obtained  two  recent
         appraisals, each of which valued the combined properties at $13,500,000
         and $13,540,000,  respectively. The Partnership Agreement states that a
         sale of  substantially  all  the  assets  required  the  approval  of a
         majority in interest of the Limited Partners. The Partnership submitted
         a Consent  Solicitation  Statement,  dated August 2, 1999 as filed with
         the  Securities  and Exchange  Commission,  to the Limited  Partners to
         obtain  the  approval  for the  sale,  subsequent  distribution  of net
         proceeds and  liquidation of the  Partnership.  By August 31, 1999, the
         Partnership  received the approval for the sale from 57% in interest of
         its Limited Partners.

         On  September  9,  1999,  the  Ventures  consummated  the sale of their
         respective properties.  The aggregate sale price paid for the Ventures'
         properties  was  $13,550,000  with  payments  due at closing for direct
         costs of  $295,256,  capital  costs  assumed  by the buyer of  $71,050,
         mortgage note payable of  $5,513,789,  mortgage  prepayment  expense of
         $390,126 and accrued interest of $30,058.

         The  purchasers  acquired the Ventures'  properties on an "as is" basis
         with only limited  representations and warranties by the Partnership as
         to the  condition of the  properties  or their fitness for any purpose.
         Any  representations  made by the Partnership survive until February 9,
         2000.   As  of  March  15,   2000,   no  claim  with  respect  to  such
         representations were made.

                                      F-10

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(3)      Investment in Real Estate (Continued)

         On September 13, 1999,  HPP'90  distributed  $450 per $1,000 unit for a
         total of  $7,362,450  to its Limited  Partners  ($450 per $1,000  unit,
         16,361 units issued and outstanding). On December 30, 1999, HPP'90 made
         a final  distribution to its Limited Partners of $25.02 per $1,000 unit
         totaling  $409,352  ($25.02 per $1,000 unit),  net of a withholding  of
         $4.21 per $1,000 unit for estimated  Maryland state tax due on the gain
         on the  sale on  behalf  of  Maryland  nonresident  individual  limited
         partners.

         As of December 31, 1999,  the Building  Venture and the Marina  Venture
         concluded their respective business operations, liquidated and formally
         dissolved.

(4)       Note Payable

         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 and to purchase in part three  condominium units and parking
         spaces owned by unrelated parties. The deed of trust note bore interest
         at  7.85%,  amortized  over a 20-year  schedule  and  required  monthly
         principal  and  interest  payments  in the  amount  of  $49,628,  which
         commenced April 1996 with the remaining  unpaid  principal and interest
         scheduled  to be due in March 2016.  Under the deed of trust note,  the
         lender had the option with six months  written  notice to call  amounts
         outstanding  under  the  deed of  trust  note  at the end of ten  years
         (February  2006) or  anytime  thereafter.  The  deed of trust  note was
         secured by the Building  Venture's  property,  rents and  assignment of
         leases and was guaranteed by the Building Venture.

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

(5)      Transactions With Related Parties, Commitments and Contingencies

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

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


                                      F-11

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(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 year ended  December 31, 1997,  management  fees paid to CMC by
         the Ventures totaled $74,668 and $142,088, 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  provided for the payment of management
         fees to GFI equal to 4% of apartment  gross  receipts,  4% of inn gross
         receipts,  and 4% of marina gross receipts,  as defined,  respectively.
         Also,  effective  July  1,  1998,  GFI  subcontracted  Winn  Management
         Company, an unaffiliated Massachusetts corporation who manages numerous
         properties  throughout  the East  Coast,  to  provide  certain  on site
         property  management   services  to  the  apartment,   inn  and  marina
         operations.   The  agreements  expired  upon  the  disposition  of  the
         Ventures' properties.  For the period January 1, 1999 through September
         9,  1999,  the date of the sale of the  properties,  and for the period
         July 1, 1998 through December 31, 1998,  management fees paid to GFI by
         the Ventures totaled $112,195 and $78,312, respectively.

         On October 1, 1995,  HPP'90  engaged CMC to provide  accounting,  asset
         management  and investor  services.  CMC provided  such services for an
         annual management fee of $38,400,  plus  reimbursement of all its costs
         of providing  these services.  The agreement  expired on June 30, 1998.
         For the period  January 1, 1998  through June 30, 1998 and for the year
         ended  December 31, 1997,  expense  reimbursements  paid to CMC totaled
         $83,080 and $127,075, respectively.

         Effective July 1, 1998, HPP'90 engaged GFI to provide accounting, asset
         management  and investor  services.  GFI provided  such services for an
         annual management fee of $36,000,  plus  reimbursement of all its costs
         of providing these services. The agreement expires June 30, 2000 due to
         the  disposition of the Ventures'  properties,  as discussed in Note 3.
         Expense  reimbursements to GFI for the year ended December 31, 1999 and
         for the period July 1, 1998 through  December 31, 1998 totaled $190,176
         and $96,162,  respectively.  In December  1999, in accordance  with the
         agreement, HPP'90 paid GFI $90,000 for the accounting, asset management
         and  investor  services  required  through the  expiration  date of the
         agreement for the conclusion of the Partnership's  business operations,
         liquidation,  formal  dissolution  and  submission  of final  K-1's and
         financial statements to the Limited Partners.

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

         On  November  3,  1998,  the  Building   Venture  and  the  condominium
         association  to which it  belonged  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.


                                      F-12
<PAGE>


           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                           (A LIQUIDATED PARTNERSHIP)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


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

         In late 1998, the condominium association to which the Building Venture
         belonged  engaged  an  engineering  firm to  conduct  a  capital  needs
         assessment  of its  property.  Based  on that  study,  the  condominium
         association  assessed its owners in 1999 a special assessment  totaling
         $160,000  to  provide  reserves  for  certain  replacement  items.  The
         Building  Venture's share of the special  assessment was  approximately
         $152,000  and was paid to the  condominium  association  in April 1999.
         Significant  repairs  were  needed  within  the next  several  years to
         maintain the Marina Venture's land which provided parking to the marina
         and inn. The Marina Venture  anticipated that capital resources to fund
         the repairs were likely to be provided by additional contributions from
         HPP'90. The Marina Venture estimated the cost of replacing the bulkhead
         to  retain  the  land  to be in  excess  of  $2,300,000.  Also,  HPP'90
         investigated  other  potential  sources of  available  parking  for the
         Marina and Inn.  Included in escrow deposits as of December 31, 1998 is
         $404,681  that  the   Partnership   had  reserved  for  future  capital
         improvements.

         At December  31,  1998,  the  Building  Venture and Marina  Venture had
         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  approximated
         their fair values due to their short maturities.  The fair value of the
         note payable at December  31, 1998  approximated  its  carrying  amount
         based on the  interest  rates  then  available  to HPP'90  for  similar
         financing  arrangements.   All  financial  instruments  were  held  for
         non-trading purposes.


                                      F-13