UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          
                                FORM 10-K
(Mark One)

[x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [Fee Required]

For the fiscal year ended          December 31, 1996

[ ]  Transition  Report  Pursuant to Section 13 or 15(d)  of  the
     Securities Exchange Act of 1934 [Fee Required]
     For the transition period from                     to

Commission file Number     33-31778

      Historic Preservation Properties 1990 L.P. Tax Credit Fund
         (Exact name of registrant as specified in its charter)
                                    
          Delaware                                     04-3066191
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation  or organization)              Identification No.)

     Batterymarch Park II, Quincy, MA 02169
                (Address of principal executive offices)
                                    
Registrant's telephone number, including area code     617-472-1000


Securities registered pursuant to Section 12(b) of the Act:

          Title of each class                Name of each exchange on
                                             which registered
             None

       Securities registered pursuant to Section 12(g) of the act:
                                    
                                  None
                            (Title of class)
                                    
      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.
                                                  [x]  Yes  [ ] No

      Indicate  by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and  will not 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. [x]

        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                      1996 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                 9
   Item 3   Legal Proceedings                       K-8                 9
   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-26               27
SUPPLEMENTAL INFORMATION                            K-27               28

                  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.

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

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

          The Partnership does not have any employees.  Through September
30, 1995,  accounting, asset management and investor services were
performed  by Portfolio  Advisory Services, Inc. (PAS), a Massachusetts
corporation  whose sole  shareholder  is  Sullivan.  PAS is related to BHP
II  through  certain common ownership and management and whose sole
shareholder is Sullivan. The original contract was for one year, commencing 
July 1, 1993, and was extended through  September 30, 1995.  PAS received no 
fee for these services but  was reimbursed  by  the Partnership for all 
operating expenses of providing  such services.

           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 contract expires June 30, 1997
and is automatically renewed on a yearly basis unless otherwise terminated
as provided for in the agreement.

           The  Partnership's only business is investing in  real
properties which are expected to qualify for Rehabilitation Tax Credits.  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, 1996, 100% of the limited 
partners' capital contributions  (net of  selling commissions, organizational
and sales costs, acquisition fees  and reserves) had been invested in real
property investments:

           Henderson's  Wharf  Baltimore, L.P. (the Building  Venture)  is
a Delaware  limited  partnership 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,  149  indoor parking spaces and a 38 room inn.  The
building  contains 137  residential units as of December 31, 1996, 128 of
which are owned by the Building Venture and 9 of which are owned by
unrelated parties.

           The  building  has  been  renovated and  certain  of  the
related renovation costs have qualified for Rehabilitation Tax Credits.
The Building Venture purchased the building for $6,812,500 which included
seller financing of $6,350,000.

          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 outstanding balance of the seller financed
purchase money  note totaling  $5,590,418,  to  pay  $109,582 to the
seller  in  release  of  the contingent  purchase  price promissory note,
and to purchase  in  part  three condominium  units  and  parking spaces
owned by  unrelated  parties  for  an aggregate purchase price of $332,682.
The deed of trust note bears  interest at  7.85% and requires monthly
principal and interest payments in the  amount of  $49,628 which commenced
in April 1996.  The deed of trust note  amortizes over  a  20 year schedule
and all remaining unpaid principal and interest  is due  in  March 2016.
Under the deed of trust note, the lender has the option with six months
written notice to call amounts outstanding under the deed  of trust  note
at  the end of ten years (February 2006) or anytime  thereafter. The  deed
of trust note is secured by the Building Venture's property,  rents and
assignment of leases and is guaranteed by the Building Venture.

           This  transaction released approximately $1,057,000 of
suspended Rehabilitation  Tax Credits to the Partnership from the Building
Venture  in 1996.   These  credits  had  been suspended due to  the  fact
that  original financing  was  seller  provided.  No Rehabilitation Tax
Credits  have  been allocated to the Partnership in 1995 and 1994 from the
Building Venture.

           The  Building Venture was placed in service in December  1990
and commenced lease-up in January 1991 and currently is fully operational.
As  of December 31, 1996, approximately 95% of the apartment units have
been leased. The  inn  was opened in May 1991 and is also fully
operational.  The  average occupancy for the inn in 1996 and 1995 was 71%
and 74%, respectively.

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

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

           Under  the  Second  Amended  and  Restated  Agreement  of
Limited Partnership  of  Henderson's Wharf Baltimore, L.P. dated  February
1,  1991, Henderson's Wharf Development Corporation (HWDC), a Delaware
corporation that is  wholly owned by the Partnership, was admitted as a
general partner of the Building  Venture (the Partnership and HWDC are
collectively referred  to  as "Henderson's  General  Partners").
Hillcrest  Management,  Inc.  (HMI),   a Massachusetts  corporation,  was 
admitted  as  the  limited  partner  of the Building Venture.  Generally, 
allocations of net profits and losses, as well as  cash flow, were to be 
allocated 99%, .9% and .1% to the Partnership, HWDC and  HMI,  respectively. 
The overall management and control of the  business and  affairs of the 
Building Venture are solely vested in Henderson's General Partners.

          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
in  the preceding  paragraph.   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.  Generally,
allocations of net  profits and  losses, as well as cash flow under this
agreement, were allocated 98.9%, 1%  and  .1%  to  the Partnership, HWDC
and HMI, respectively.   The  overall management  and control of the
business and affairs of the Marina Venture  is solely vested with the
general partner of the Marina Venture.

           On February 1, 1991, the Building Venture entered into a long-
term management  agreement  and  inn  lease (Contracts),  as  well  as
consulting agreement  (Consulting Agreement) with HMI.  The Consulting
Agreement  which expired  on  December 31, 1991 required the Building
Venture  to  pay  HMI  a $15,000  refinancing fee upon the closing of any
refinancing of the  existing Building  Venture's financing.  The Consulting
Agreement  also  required  the Building  Venture to pay HMI an incentive
fee equal to 1% of the gross  sales proceeds  resulting from the sale of
the building property to an unaffiliated third  party  buyer.   These
commitments  survive  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 money note on February 27, 1996, as mentioned above.

           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.

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

           On 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.  The 
minority interest was initially recorded at fair market value based on an 
independent appraisal and priority distribution of proceeds from  capital  
transactions  as provided for in the  Marina  Venture's  Third Amended and 
Restated Agreement of Limited Partnership.

           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 bears interest  at 7.50%,  matures  in March 2006, and requires 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%,  while HWDC's general partnership interest 
increased to 2%.

          On July 1, 1993 HPP'90 engaged Portfolio Advisory Services, Inc.,
a Massachusetts corporation, which is related to BHP II through certain
common ownership  and  management, and in which Terrence P.  Sullivan  is
the  sole shareholder,  for  a  twelve month period, to assist the general
partner  in providing  accounting, asset management and investor services.
The  original contract  was  for  one year and was extended through
September  1995. PAS receives no fee for its services, however it was 
reimbursed for all operating costs of providing these services.  Expense 
reimbursement to PAS for the period  January  1, 1995 through September 30, 
1995, the year ended December 31,  1994, and the period July 1, 1993 through 
December 31,  1993,  totaled $65,903 $46,063, and $24,964, respectively.

            In   1993,  the  Ventures  terminated  the  Contracts  with
HMI. Initially, HPP'90 did not reach an agreement with HMI  as  to  whether  
any additional  payments  were  due  under the  Contracts  as  a  result  of
the termination.  During October 1994, HPP'90 and HMI agreed in principle  to
an agreement whereby the parties would settle their differences to put  to
rest all  further  controversy and to avoid the substantial expense of
burdensome and protracted litigation.  In January 1995, HPP'90 entered into
an agreement on behalf of the Ventures to pay HMI contract termination
settlement payments (Settlement Payments) totaling $271,108.  The
Settlement Payments required an initial  payment  of  $36,000 due on
January 27, 1995  and  requires  monthly payments of $3,221 which commenced
September 1995 and are payable through the earlier  of September 2001 or
the occurrence of certain events as defined  in the  agreement.   The
Settlement Payments are secured by  100%  of  HPP'90's economic  interest
as  a  partner, as defined  in  the  agreements,  in  the Ventures;  net
sales and refinancing proceeds; cash flow; return  of  capital
contributions;  all  of  HPP'90's cash and marketable  equity  securities
in excess of $150,000; and all of the Venture's cash in excess of the
greater of $200,000  or reserves required by lenders.  No distributions to
the  partners of  HPP'90 are permitted until all Settlement Payments are
paid in full.  As of December 31, 1996 and 1995, unpaid settlement payments 
included in accrued expenses and other liabilities totaled $183,576 and 
$222,224, respectively.

           On  August  23,  1993  the  Ventures  engaged  McKenna
Management Associates,  Inc.  (McKenna)  as the independent onsite
property  management company.  The management agreement with McKenna
originally expired in  August 1995  and  was  extended until October 31,
1995.  The agreement required  the payment  of $9,000 per month for the
first year and $7,650 per month for  the second year (and additional
months) for the total complex.

           On  November 1, 1995, the Building and Marina Venture entered
into property  management  contracts with CMC to manage the  apartments,
inn  and marina operations.  The property management contracts with the
apartments and inn  provide  for payment of management fees to CMC equal
to  4%  and 4.5% respectively, of gross receipts, as defined.  The marina 
property management agreement  with CMC provides for payment of management 
fees equal  to  9%  of gross  receipts, as defined. The agreements expire on
June 30, 1997, and  are automatically extended on a year to year basis
unless otherwise terminated as provided  for in the agreements.  A
condition of the agreements requires  the Ventures  to  maintain with CMC,
for the benefit of the  Ventures,  operating cash  and contingency reserves
of $190,000 and $70,000, respectively.  As  of December  31,  1996,  the
Ventures' operating cash and  contingency  reserves totaled  $262,481.  To
facilitate the transition of property  management  and through  an
arrangement with CMC, McKenna continued  to  provide  management services
to  the apartments, inn and marina operations through December  31, 1995.
Management  fees  paid to CMC and McKenna  by  the  Ventures  totaled
$124,438,  $94,841,  and $102,600, for the years ended December 31, 1996,  
1995  and 1994, respectively.




Item 2.   Properties.

          See Item 1 above.

Item 3.   Legal Proceedings.

           The  Partnership is not a party to, nor, to the best knowledge
of the  General Partner, are any of the Ventures or real properties owned by
the Ventures subject to, any material pending legal proceedings.

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

          No matters were submitted to a vote of Unit holders.

PART II

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

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

               (b)  As of March 15, 1997, there were 1,392 holders of Units.
               The Amended  and  Restated  Agreement  of  Limited
               Partnership (Partnership Agreement) requires that any Cash 
               Flow (as defined  therein) be distributed quarterly to the 
               investor limited partners (Limited Partners) in specified 
               proportions and priorities and that Sale or  Refinancing
               Proceeds (as  defined therein) be distributed as and when 
               available.  As discussed  in Item  1, there are some 
               restrictions on the Partnership's present and  future ability 
               to make distributions of Cash Flow or Sale or Refinancing  
               Proceeds. For  the  periods ended December 31, 1996, 1995 and
               1994, no distributions  of Cash Flow or Sale or Refinancing 
               Proceeds were paid or accrued to the Limited Partners.

Item 6.   Selected Financial Data.
                                     Periods Ended December 31,
                1996          1995          1994       1993         1992

Revenues     $2,909,744 $    2,769,347  $2,501,562  $2,220,822  $ 2,256,736

Net  Loss  before  extraordinary gain
           $   (258,989)      $(359,021)$ (667,504) $ (917,379) $(2,009,440)

Extraordinary gain
                  $   0           $   0     $    0      $    0  $ 1,075,000

Net  Loss     $(258,989)   $   (359,021) $(667,504)   $(917,379)$  (934,440)

Net Loss per unit of Investor
 Limited Partnership Interest
 based on Units outstanding:

Loss  before extraordinary gain
            $    (15.67)   $     (21.72) $  (40.39)   $ (55.51)  $ (121.59)

Extraordinary  gain
            $         0    $          0  $       0    $        0 $   65.05

Net   Loss  $    (15.67)   $     (21.72) $   (40.39)  $   (55.51)$  (56.54)

Total  Assets  as of December 31,
            $15,392,204    $ 15,483,025  $15,849,184  $16,276,877 $16,997,456
Long  Term  Debt  as of December 31,
            $ 6,123,084    $  5,590,418  $ 5,590,418  $ 5,350,000 $ 5,350,000

Cash Distributions per weighted
  average Unit outstanding
            $         0    $          0  $         0  $         0 $      0
Rehabilitation Tax Credit per Unit
            $     63.94    $          0  $         0  $         0 $      0


See  Item  7  for a discussion of the factors that may materially affect
the foregoing information in future years.
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, 1996, the Partnership  had  invested
an aggregate of $12,461,719  in  the  Building  and  Marina  Ventures.  The
rehabilitation   of  the  Building  Venture  is  intended  to   qualify for
Rehabilitation Tax Credits.

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

           As  of  December  31,  1996, the Ventures  and  HPP'90  had
cash, excluding  security  deposit  cash, of $284,996  and  $99,538,
respectively. HPP'90's  cash is used primarily to fund general and
administrative  expenses of  running  the  public fund. The Venturers' cash
is used to fund  operating expenses  of  the  properties.  In addition, to
the  extent  available,  the Building Venture   distributes  cash  to  HPP'90
to   fund   general and administrative expenses of running the public fund.
As mentioned in Item 1, on  February 27, 1996, the Building Venture obtained
financing of $6,000,000 at  7.85%  which requires principal and interest 
monthly payments of  $49,628 based on a 20 year amortization and matures in 
March  2016. Under  the deed  of trust note, the lender has the option  with 
six  months written  notice to call amounts outstanding under the deed of 
trust  note at the  end  of  ten years (February 2006) or anytime thereafter.
The  deed of trust  note  is  secured  by  the  BuildingVenture's  property, 
rents and assignment of leases and is guaranteed by the Building Venture.

                HPP'90's  short-term liquidity depends upon  its  ability
to receive distributions from the Building Venture.  The short-term
liquidity of the  Building  Venture depends on its ability to generate
sufficient  rental income  to fund  operating expenses and debt service 
requirements  and  have sufficient cash to distribute to HPP'90.

            Settlement Payments due HMI, that were negotiated as part of
the contract  termination (See Item 1), are secured by 100% of HPP'90's
economic interest  as  a  partner, as defined in the agreements, in the
Ventures;  net sales  and refinancing proceeds; cash flow; return of capital 
contributions; all  of HPP'90's cash and marketable equity securities in 
excess of $150,000; and all of the Ventures' cash in excess of the greater 
of $200,000 or reserves required by potential lenders.

           Cash  flow  generated  from the Partnership's  present
investment properties and the Partnership's share of the proceeds from the
sale of  such properties is expected to be the source of future long-term 
liquidity.

          Results of Operations.  The Partnership incurred a total loss
under generally  accepted accounting principles of $258,989 in 1996 which
includes depreciation  and  amortization  of  $591,751.   The  Partnership
released previously  suspended Rehabilitation Tax Credits of approximately
$1,057,000 from the Building Venture in 1996.

           The Building Venture was fully operational during the entire
year. The  Marina  Venture had operated on a minimal number of its 256
slips  since 1991 due to significant repairs necessary to be fully
operational and, during 1996,  the  Marina  Venture  added  $23,049  of
utility,  safety  and  other improvements,  increasing  the  number of
fully  operational  slips  to  118. Substantial  repairs  are still needed
to bring the  entire  Marina  to  full operation.

           The results of the Partnership's operations in future years
should be  comparable  to  1996 numbers provided the Building  Venture  is
able  to maintain  greater than 90% occupancy in the Apartments and greater
than  65% occupancy in the Inn. Expense levels are expected to increase
with  the  rate of  inflation but, it is anticipated that the monthly rents
and  the  average daily room rate revenues should increase accordingly.
          In recent years, the occupancy of the apartments has increased
from previous  years  as  a result of management's decision  to  enter
into  more traditional annual leases. The Apartments have achieved
stabilized  occupancy with  occupancy rates of 95%, 94% and 93% for the
years 1996, 1995 and  1994, respectively.  Management is projecting
economic occupancy for the Apartments to  be  approximately 93% for
calendar year 1997 which will be indicative  of the expected levels for
future years.

           The average occupancy of the Inn for the years 1996, 1995 and
1994 was 71%, 74%, and 64%, respectively.  The average daily rate for room
rentals increased approximately 7% in 1996, approximately 7% in 1995   and
approximately 4% in 1994, respectively, from previous years.  The increase
in occupancy  of  the  Inn  for  1995 was due in  part  to  a  major
competitor temporarily  discontinuing  operations  for  major  renovations.
That  major competitor  reopened  in  early 1996.  In addition,  the
hospitality  market nationwide  experienced  an  increase  from  previous
years.  Management  is projecting  Inn occupancy of 67% for calendar year
1997 and Inn occupancy  in future  years  is expected to stay at the same
level, depending  upon  market conditions.

           The  Partnership's  net loss for 1996 decreased  by
approximately $100,000  when  compared to 1995, primarily due to increased
rental  revenue. The   increase in rental and related revenue for 1996,
compared to 1995,  was primarily  due  to increases in rental rates at the
Inn and Apartments.   The increase in rental and related revenue in 1995,
compared to 1994, is  due  to increased occupancy at the Inn and increased
rental rates at both the Inn and Apartments.  The increases in interest and
other income from 1994 to 1995 and 1995 to 1996 is a result of the
increased activity at the Inn.

          Operating and administrative expenses from 1994 to 1995 and 1995
to 1996  increased due to the fees and other administrative expenses
associated with  engaging  third party entities to perform asset
management,  accounting and  investor services for HPP'90.  (Professional
fees increased in 1995 from 1994 and decreased from 1995 to 1996 due to
professional services incurred to analyze  the Partnership's property
acquisitions and financing transactions). Payroll services increased in
1995 from 1994 due to increased activity of the Inn  and  decreased  in
1996 compared to 1995 due  to  certain  efficiencies implemented by
management.  Management fees decreased in 1995 from 1994 as  a direct
result of the negotiated reduced fixed fee contract with the previous
property manager.  The increase in management fees in 1996 from 1995  is
due to  the current property management agreement, executed in the fourth
quarter of  1995,  which  calculates  management fees based  on  gross
receipts  and increased revenues of 1996.

           During  1994, HPP'90 entered into an agreement to make
settlement payments to HMI (see Item 1) totaling $271,108 which has been
recorded in the fourth  quarter of 1994.  As of December 31, 1996 and 1995,
unpaid settlement payments  included in accrued expenses and other
liabilities totaled $183,576 and $222,224, respectively.

          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 outstanding balance of the seller financed
purchase money  note totaling  $5,590,418,  to  pay  $109,582 to the
seller  in  release  of  the contingent  purchase  price promissory note,
and to purchase  in  part  three condominium  units  and  parking spaces
owned by  unrelated  parties  for  an aggregate   purchase  price  of
$332,682  (see  Note  4  of  the   financial statements).   The  deed of
trust note bears interest at 7.85%  and  requires monthly  principal  and
interest payments in the  amount  of  $49,628  which commenced in April
1996.  All remaining unpaid principal and interest is  due in  March 2016.
Under the deed of trust note, the lender has the option with six months
written notice to call amounts outstanding under the deed of trust note  at
the end of ten years (February 2006) or anytime thereafter.  The deed of 
trust  note is secured by the Building Venture's property, rents and 
assignment of leases and  is  guaranteed  by  the  Building Venture.  This  
transaction released approximately  $1,057,000  of suspended rehabilitation 
tax credits  to  the Partnership from the Building Venture in 1996.

           The  Marina Venture requires substantial rehabilitation to
become fully operational.  After evaluating the marina over the past few
years,  the Marina Venture determined that it was in its best interest to
restructure the Marina Venture before proceeding with the development of
the marina.

           Based  on  the  fair market value of marina land and
improvements determined  by  independent appraisal and 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 reserved  $845,672 against its investment in
the marina land and improvements as of December 31, 1992.  The property is
carried at the lower of cost or net realizable value.

           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.   As
a  result,  the Partnership recognized an extraordinary gain of $1,075,000
in 1992.  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.   HWFP, Inc.'s
minority interest in the Marina  Venture  was recorded  at fair market
value based on an independent appraisal and priority distribution  of
proceeds from capital transactions as provided  for  in  the Marina
Venture's Third Amended and Restated Agreement of Limited Partnership.

           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  bears interest  at 7.50%, matures on March 15, 2006, 
and requires monthly principal and interest payments in the amount of $2,086.
As a result of the redemption of  HWFP's  interest,  HPP'90's limited 
partnership interest in  the  Marina Venture  increased  to  98% and HWDC's 
general partnership interest  in  the Marina Venture increased to 2%.

           The  Marina  Venture had operated a minimal number of slips
since 1991  due  to  the  significant repairs necessary to  be  fully
operational. During  1996  the Marina Venture added $23,049 of utility,
safety  and  other improvements,  and increased the number of fully 
operational  slips  to 118. Substantial  repairs  are still needed to bring 
the  entire  marina to  full operation.

          Inflation and Other Economic Factors
           Recent economic trends have kept inflation relatively low
although the  Partnership cannot make any predictions as to whether recent
trends will continue.  The assets of the Partnership are highly leveraged
in view of  the fact  that  the  Ventures  are subject to substantial
mortgage  debt  as  of December  31, 1996.  Operating expenses and rental
revenues of each  property are subject to inflationary factors.  Low rates
of inflation could result  in slower  rental rate increases, and to the
extent that these factors  are  not offset by similar increases in property
operating expenses (which could arise as a result of general economic
circumstances such as an increase in the cost of  energy or fuel, or from
local economic circumstances), the operations  of the  Partnership  could
be adversely affected.  Actual  deflation  in  prices generally would, in
effect, increase the economic burden of the mortgage debt service with a
corresponding adverse effect.  High rates of inflation, on the other hand,
raise the operating expenses for projects and to the extent  they cannot
be  passed on to tenants through higher rents, such  increases  could also
adversely affect Partnership operations.  Although, to the extent  rent
increases  are commensurable, the burden imposed by the mortgage leverage
is reduced  with a favorable effect.  Low levels of new construction of
similar projects  and  high levels of interest rates may foster demand  for
existing properties through increasing rental income and appreciation in
value.

Item 8.   Financial Statements and Supplementary Data.
          See the Financial Statements of the Partnership included as part
          of this Annual Report on Form 10-K.

Item 9.   Changes  in  and  Disagreements with Accountants on Accounting
          and Financial Disclosure.
          None
                                PART III
                                    
Item 10.  Directors and Executive Officers of the Registrant.

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

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

        Name                          Office                        Age
Terrence P. Sullivan               President and Director            50

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

          (c)  Family Relationships.

               None.

          (e)  Business Experience.

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


           Terrence  P. Sullivan, 50, is the founder and sole shareholder
of Boston  Capital Planning, a financial consulting and real estate
syndication firm,  and its wholly-owned subsidiary, Boston Bay Capital,
Inc. (Boston  Bay Capital).   Founded  in  1979,  Boston Bay  Capital  was
an  NASD-Registered broker/dealer  specializing in placement of interests
in real estate  limited partnerships  which  own  historic  and restoration
properties.   From  1986 through  December 31, 1989, Boston Bay Capital
participated in the  placement of  limited partnership interest in 98 real
estate programs, over 60 of which were historic rehabilitation or
restoration partnerships, placing a total  of approximately $140,000,000 in
equity.  In addition, from 1987 to 1990, Boston Bay Capital served as
dealer manager in connection with the sale of units  of limited
partnership  interest  in Historic Preservation  Properties  Limited
Partnership,  Historic  Preservation  Properties  1988  Limited
Partnership, Historic Preservation   Properties  1989  Limited   Partnership 
and the Partnership,  the first four public programs sponsored by Affiliates 
of the General Partner.  Such public programs sold an aggregate of approximately
$82 million  of  Units of limited partnership interest.  From 1972 to  1978, 
Mr. Sullivan was the Tax Shelter coordinator for the Boston office of White, 
Weld &  Co.,  Inc.,  an  investment  banking firm.  Mr. Sullivan  graduated  
from Worcester Polytechnic Institute in 1968 with a Bachelor of Science 
degree  in mechanical  engineering.   He received a Masters in  Business  
Administration degree  from the University of Massachusetts (Amherst) in 
1971. Mr.Sullivan serves as a general partner of BBC Restoration Properties
II Limited Partnership. In addition, an entity controlled by Mr. Sullivan
serves as the general  partner of Institutional  Credit  Partners  Limited
Partnership(ICP),  a partnership organized  to  invest in a diversified 
portfolio of properties which  qualify for low income housing tax credits, 
Rehabilitation Tax Credits, or both.  In 1989,  ICP completed a private 
placement of $5,790,000 of limited partnership interest to corporations and 
other institutional investors.

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

          None

Item 11.  Executive Compensation.

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


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


           No  commissions,  fees, or cash distributions  were  paid  by
the Partnership  to  the General Partner or its affiliates for  the  years
ended December 31, 1996, 1995 and 1994.  The Partnership reimbursed an
affiliate of the  General Partner $65,903 and $46,063 for administrative
expenses for  the years ended December 31, 1995 and 1994.  No reimbursments
were made for the year ended December 31, 1996.


           For  the  year ended December 31, 1996, the Partnership
allocated approximately  $6,800  of  taxable loss and  Rehabilitation  Tax
Credits  of approximately  $10,600  to the General Partner.   See  Note  6
to  Financial Statements   for  additional  information  about
transactions  between the Partnership and the General Partner and its 
affiliates.

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

          (a)  Unit Ownership of Certain Beneficial Owners.

                The  Spiegel Corporation, 1515 West 22nd Street,  Oak
Brook, Illinois  60522,  is known by the Partnership to be the beneficial
owner  of more than 5% of the outstanding Units at March 15, 1997 (2,000
units 12.22%). Under  the  Partnership Agreement, the voting rights of the
Limited  Partners are  limited and, in some circumstances, are subject to
the prior receipt  of certain opinions of counsel or judicial decisions.

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

          (b)  Unit Ownership of Management.

                No  director or executive officer of BHP II Advisors,
Boston Capital Planning or their affiliates had any beneficial ownership of
Units as of  March  15,  1997.   No officer or director of BHP II Advisors
or  Boston Capital Planning, nor any general partner of the General
Partner, nor any  of their respective affiliates, possesses the right to
acquire Units.
          (c)  Change in Control.

               There exists no arrangement known to the Partnership which
may at a subsequent date result in a change in control of the Partnership.
Item 13.  Certain Relationships and Related Transactions.

           See  Note 6 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, 1996, 1995 and 1994.

                                 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.  3331778, 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). 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.

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

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

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

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

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

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

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

          XVIII.    Purchase Money Promissory Note of Henderson's Wharf  
                    Baltimore, L.P. to HWFP, Inc. dated July 31,  1990 
                    in the principal amount of $6,350,000. (1)
                    
            XIX.    Purchase Money Promissory Note of Henderson's
                    Wharf Marina,  L.P. to HWFP, Inc. dated July 31,  1990
                    in  the principal amount of $1,187,500. (1)
                    
             XX.    Contingent  Purchase  Price  Promissory  Note
                    of Henderson's  Wharf Baltimore, L.P. to  HWFP,  Inc.
                    dated July 31, 1990 in the principal amount of
                    $1,150,000. (1)
                    
            XXI.    Purchase  Money  Deed of Trust between
                    Henderson's Wharf Baltimore, L.P. and Kenneth M. Stein
                    and Joseph  E. Robert, Jr., Trustees, dated July 31,
                    1990. (1)
                    
         (1)Previously  filed  as part of exhibit 10B  to  the
Partnership's Registration  Statement  on  Form S-11, File No. 33-31778,
and  incorporated herein by this reference.


            XXII.   Purchase   Money  Deed   of   Trust between Henderson's 
                    Wharf Marina, L.P. and Kenneth M. Stein  and Joseph E. 
                    Robert, Jr., Trustees, dated July 31, 1990. (1)
                    
           XXIII.   First  Amendment  to  Amended  and Restated Henderson's 
                    Wharf Disposition Agreement among Henderson's
                    Wharf Baltimore, L.P., Henderson's Wharf Marina, L.P.
                    and the  Mayor and City Council of Baltimore, Maryland
                    dated July 31, 1990. (1)

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

            XXVI.   Development Agreement between Henderson's
                    Wharf Baltimore,  L.P. and Richland #1, L.P. dated as
                    of  July 31, 1990. (1)
                    
           XXVII.   Inn Lease between Henderson's Wharf Baltimore, L.P. and 
                    Hillcrest Management, Inc. dated as of July  31, 1990. (1)
                    
          XXVIII.   Property  Management and  Brokerage  Agreement between
                    Henderson's  Wharf Baltimore, L.P. and Hillcrest
                    Management, Inc. dated as of February 1, 1991. (2)

            XXIX.   Consulting Agreement between Henderson's
                    Wharf Baltimore, L.P. and Hillcrest Management, Inc.
                    dated  as of February 1, 1991. (2)
                    
             XXX.   Settlement Agreement between Historic
                    Preservation Properties  1990 L.P. Tax Credit Fund,
                    Henderson's  Wharf Baltimore,  L.P.  Henderson's  Wharf
                    Marina,  L.P.   and Richard   F.   Holland,  Richland
                    #1   L.P.,  Richland Management,  Inc.,  Richland  
                    Partners,  Inc., Richland Construction,  Inc., Richland 
                    Historic  Properties, Inc. and Richland #2 L.P. dated 
                    February 1, 1991. (2)
                    
      (1)  Previously  filed  as  part of exhibit 10B  to  the
Partnership's Registration  Statement  on  Form S-11, File No. 33-31778,
and  incorporated herein by this reference.

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





            XXXI.   Amendment  No.  1 to the  Second  Amended
                    and Restated   Agreement   of  Limited  Partnership
                    between Henderson's   Wharf  Development  Corporation,
                    Historic Preservation  Properties 1990 L.P. Tax  Credit  
                    Fund and Hillcrest Management, Inc. dated 
                    August 1, 1991.(3)
                    
           XXXII.   Settlement   Agreement   between Historic Preservation 
                    Properties 1990 L.P. Tax Credit Fund, Boston Historic 
                    Partners II Limited Partnership, BHP II Advisors Limited 
                    Partnership,  Terrence  P.  Sullivan, Portfolio Advisory 
                    Services  II,  Inc.,  Boston Capital  Planning Group,
                    Inc.,  Boston  Bay  Capital, Inc.  and  Daniels Printing 
                    Company dated July 6, 1992.(4)
                    
          XXXIII.   Second Amendment to Note 1, the Purchase
                    Money Promissory  Note,  between Henderson's  Wharf
                    Baltimore, L.P. and HWFP, Inc. dated December 7, 1992. (4)

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

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

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

          XXXVII.   Property   Management   Agreement between
                    Henderson's  Wharf Marina, L.P. and Hillcrest
                    Management, Inc. dated January 1, 1992. (4)
                    
                    
                    
                    
      (3)  Previously  filed as part of exhibit 10(b)  to  the
Partnership's Annual  Report  on  Form  10-K  for the year  ended  December
31,  1991  and incorporated herein by this reference.

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


         XXXVIII.     Property   Management   Agreement between
                      Henderson's   Wharf   Marina  L.P.,   Henderson's
                      Wharf Baltimore, L.P. and the Residences and Inn at
                      Henderson's Wharf,  collectively  referred to as
                      "Henderson's  Wharf" and McKenna Management Associates,
                      Inc., dated August 23, 1993. (5)
                    
           XXXIX.     Third Amendment to Note 1, the Purchase Money 
                      Promissory  Note,  Between Henderson's  Wharf Baltimore,
                      L.P. and HWFP, Inc. dated December 31, 1993.(5)
                    
              XL.     Fourth  Amendment  to Note 1,  the  Purchase
                      Money Promissory Note, between Henderson's Baltimore,
                      L.P.  and HWFP, Inc. dated February 22, 1994. (5)
                    
             XLI.     Promissory  Note  between  Historic
                      Preservation Properties 1990 L.P. Tax Credit Fund and
                      Lew Cohen  dated July 1, 1993. (6)

            XLII.     Settlement   documents  which   include the
                      Settlement  Agreement  and Mutual Release,  Agreement
                      of Purchase and Sale, Deed, Escrow Agreement, Special
                      Power of   Attorney,  Option  Agreement,  Maryland
                      Residential Property  Disclaimer  Statement with
                      Joseph  and  Eileen Mason for Unit # 433, dated June 1,
                      1994. (6)
                    
           XLIII.     Settlement   documents  which   include the Settlement 
                      Agreement  and Mutual Release,  Agreement of Purchase 
                      and Sale, Deed, Escrow Agreement, Special Power of 
                      Attorney,  Option  Agreement,  Maryland Residential 
                      Property Disclaimer Statement and Lease with Colvin 
                      Ryan for Unit # 510, dated June 1, 1994.(6)
                    
            XLIV.     Settlement   documents  which   include the
                      Agreement  of Purchase and Sale, Deed, Escrow Agreement,
                      Special Power of Attorney and Option Agreement with  
                      Anne B. Cook for Unit # 409. (6)

             XLV.     Promissory  Note  between  Historic   Preservation
                      Properties 1990 L.P. Tax Credit Fund and Hillcrest Asset
                      Management, Inc. dated December 30, 1994. (6)
  
            XLVI.     Pledge Agreement between Historic Preservation
                      Properties,    Henderson's   Wharf    Baltimore,    L.P.,
                      Henderson's  Wharf  Marina,  L.P.  and  Hillcrest   Asset
                      Management, Inc., dated December 30, 1994. (6)


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

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

           XLVII.   Property   Management   Agreement    between Henderson's 
                    Wharf   Marina  L.P.,   Henderson's   Wharf Baltimore, 
                    L.P. and the Residences and Inn at Henderson's Wharf,  
                    collectively  referred to as "Henderson's  Wharf" and  '
                    Claremont Management Corporation, dated 
                    November  1, 1995. (7)
                    
          XLVIII.   Asset  Management Agreement  between  Historic 
                    Preservation  Properties 1990 L.P. Tax  Credit  Fund  and
                    Claremont Management Corporation dated 
                    October  1,  1995.(7)
                    
            XLIX.   Deed   of   Trust   Note   between   Historic
                    Preservation Properties 1990 L.P. Tax Credit Fund and Aid
                    Association for Lutherans, dated February 27, 1996.
                    
               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.
                    
              LI.   Indemnity  Deed  of  Trust and  Security  Agreement
                    between   Henderson's  Wharf  Baltimore  L.P.   and   Aid
                    Association for Lutherans, dated February 27, 1996.

             LII.   Assignment of Rents and Leases between  Henderson's
                    Wharf  Baltimore L.P. and Aid Association for  Lutherans,
                    dated February 27, 1996.
                    
            LIII.   Escrow  Agreement  among  Henderson's   Wharf
                    Baltimore L.P., Calvin Gregg Ryan and Douglas G. Worrall,
                    dated February 27, 1996.
                    
             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  20,
                    1996.
                    
              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  20,
                    1996.
                    
              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.

(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.

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

              LIX.  Assignment of Leases and Rents between  Henderson's
                    Wharf  Marina  L.P.  and HWFP, Inc., dated  February  27,
                    1996.
                    
          10  (c)   Asset  Management Agreement between  Historic 
                    Preservation  Properties 1990 L.P. Tax  Credit  Fund  and
                    Hillcrest Asset Management, Inc. dated January  1,  1992.(8)
                    
22                  List of Ventures. (9)

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)
                    
                                     
                    
(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, 1992 and  incorporated
herein by this reference.

(9)  Previously  filed as part of exhibit 22 to the Partnership's  Annual
Report  on  Form  10-K for the year ended December 31, 1993 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.

                               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, 1997                By:
                                          Terrence P. Sullivan, President
                                          
                                     and
Date:  March 15, 1997                By:
                                          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


                                Individual General Partner of
Terrence P. Sullivan            BHP II Advisors Limited Partnership
                                and as President and Principal
Date: March 15, 1997            Executive Officer of Portfolio
                                Advisory Services II, Inc.,
                                General Partner of BHP II
                                Advisors Limited
                                Partnership
                                
                                Principal Financial and
                                Principal Accounting Officer Terrence P. 
                                Sullivan of Portfolio Advisory Services II, 
                                Inc., General Partner of BHP II
Date: March 15, 1997            Advisors Limited Partnership

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

                       An  annual  report will be furnished to


Unit  holders subsequent to filing of this Form 10-K.




   HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND


      CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED

             DECEMBER 31, 1996, 1995 AND 1994

       TOGETHER WITH INDEPENDENT AUDITORS' REPORTS

      ANNUAL REPORT ON FORM 10-K Items 14(a) (1)and (2)


          INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                             Page

Consolidated Financial Statements of
 Historic Preservation Properties
 1990 L.P. Tax Credit Fund


Independent Auditors' Report................................. F-3
Consolidated Balance Sheets as of December
   31, 1996 and 1995......................................... F-4
Consolidated Statements of Operations for
   the Years Ended December 31, 1996,
   1995 and 1994............................................. F-5
Consolidated Statements of Partners' Equity
   (Deficiency) for the Years Ended December 31,
   1996, 1995 and 1994....................................... F-6
Consolidated Statements of Cash Flows for the
   Years Ended December 31, 1996,
   1995 and 1994............................................. F-7
Notes to Consolidated Financial Statements................... F-8
Independent Auditors' Report on Accompanying
Information.................................................. F-19
Consolidated Financial Statement Schedule:
   Schedule III - Real Estate and Accumulated


   Depreciation.............................................. F-20



   


                        Independent Auditors' Report
The Partners
Historic Preservation Properties 1990
     L.P. Tax Credit Fund
Quincy, Massachusetts



       We  have  audited  the accompanying consolidated  balance  sheets   of
HISTORIC   PRESERVATION  PROPERTIES 1990 L.P. TAX CREDIT  FUND,  a   Delaware
limited  partnership (the "Partnership"), as of December 31, 1996 and   1995,
and   the  related  consolidated statements of operations, partners'   equity
(deficiency)  and cash flows for each of the years in the three-year   period
ended  December  31, 1996.  These financial statements are the responsibility
of   the  Partnership's management.  Our responsibility  is  to  express   an
opinion on these financial statements based on our audits.

      We  conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the   audit   to
obtain  reasonable assurance about whether the financial statements are  free
of   material  misstatement.  An audit includes examining, on a test   basis,
evidence  supporting the amounts and disclosures in the financial statements.
An   audit  also  includes  assessing the  accounting  principles  used   and
significant  estimates made by management, as well as evaluating the  overall
financial   statement presentation.  We believe that our  audits  provide   a
reasonable basis for our opinion.
       In   our  opinion, the financial statements referred to above  present
fairly,   in  all material respects, the consolidated financial position   of
HISTORIC   PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND as of   December
31,   1996  and 1995, and the results of its operations and cash  flows   for
each   of  the  years in the three-year period ended December 31,  1996,   in
conformity with generally accepted accounting principles.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.




Providence, Rhode Island
March 4, 1997

         HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND

          CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1996 AND 1995


                                   ASSETS
                                               1996               1995
INVESTMENT IN REAL ESTATE
   Building and building improvements   $  15,178,365       $ 14,736,101
   Land                                        97,034             97,034
   Furniture and equipment                    961,236            964,378
   Marina - land and improvements           1,335,858          1,352,790
   Deferred evaluation and acquisition
      costs                                 1,102,600          1,102,600
                                           18,675,093         18,252,903
      Less accumulated depreciation and
          and amortization                  3,267,294          2,711,535
                                           15,407,799         15,541,368
   Reserve for realization of Marina
      land and improvements                  (845,672)          (845,672)

                                           14,562,127         14,695,696
CASH AND CASH EQUIVALENTS, including security
   deposit cash
   (1996, $94,364; 1995, $86,716)             478,898            474,835
ESCROW DEPOSITS                               100,204             54,270
DEFERRED COSTS, net of accumulated
   amortization (1996, $16,192; 1995, $0)     178,096             51,121
OTHER ASSETS                                   72,879            207,103

                                         $ 15,392,204       $ 15,483,025


                      LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
   Notes payable                        $   6,123,084       $  5,590,418
   Accrued expenses and other liabilities     303,840            402,064
   Security deposits                           88,767             86,716
          Total liabilities                 6,515,691          6,079,198

COMMITMENTS (Notes 5 and 6)

MINORITY INTEREST                                   -            268,325
PARTNERS' EQUITY
   Limited Partners' equity-Units of Investor
          Limited Partnership Interest, $1,000
          stated value per Unit-issued and
          outstanding - 16,361 units        8,930,109          9,186,508
   General Partner's deficiency               (53,596)           (51,006)

          Total partners' equity            8,876,513          9,135,502

                                         $ 15,392,204       $ 15,483,025

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

         HISTORIC PRESERVATION PROPERTIES 1990 L. P. TAX CREDIT FUND

                    CONSOLIDATED STATEMENTS OF OPERATIONS

           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                        1996          1995            1994
REVENUES:
     Rental and related income     $2,840,240     $2,706,446      $ 2,456,887
     Interest and other income         69,504         62,901           44,675
     
                                    2,909,744      2,769,347        2,501,562
EXPENSES:
     Operating and administrative     182,618        120,957           62,152
     Professional fees                 61,797        100,006           41,661
     Depreciation and amortization    591,751        568,217          571,366
     Property operating expenses:
          Payroll services            505,988        572,506          448,351
          Condominium assessments     366,156        357,060          357,060
          Real estate taxes           264,104        249,994          269,682
          Management fees             124,438         94,841          102,600
          Other operating expenses    533,582        541,785          520,156
     Contract termination settlement       -              -           271,108

                                    2,630,434      2,605,366        2,644,136

INCOME (LOSS) FROM OPERATIONS         279,310        163,981         (142,574)


INTEREST EXPENSE                     (541,643)      (559,394)        (551,448)

MINORITY INTEREST IN LOSS ON MARINA
     VENTURE                            3,344         36,392           26,518


NET LOSS                            $(258,989)     $(359,021)      $ (667,504)

NET LOSS ALLOCATED TO GENERAL PARTNER
                                    $  (2,590)     $  (3,590)      $   (6,675)

NET LOSS ALLOCATED TO LIMITED PARTNERS
                                    $(256,399)     $(355,431)      $ (660,829)
NET LOSS PER UNIT OF INVESTOR
     LIMITED PARTNERSHIP INTEREST, BASED
     ON 16,361 UNITS OUTSTANDING:   $  (15.67)     $  (21.72)      $   (40.39)




The accompanying notes are an integral part of these financial statements.
                                     
        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                     
         CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                                     
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
                                     
                                     
                                Units of
                                Investor
                                Limited    Investor
                                Partner-   Limited     General
                                  ship     Partners'   Partner's
                                Interest   Equity      Deficiency   Total



BALANCE, December 31, 1993       16,361  10,202,768      (40,741) 10,162,027

          Net Loss                    -    (660,829)      (6,675)   (667,504)

BALANCE, December 31, 1994       16,361   9,541,939      (47,416)  9,494,523

          Net Loss                    -    (355,431)      (3,590)   (359,021)

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

          Net Loss                    -    (256,399)      (2,590)   (258,989)




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
















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

         HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                           1996          1995        1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                            $ (258,989)    $ (359,021)   $ (667,504)
  Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities-
       Depreciation and amortization     591,751        568,217       571,366
       Loss on disposal of equipment
18,339
       Gain on sale of asset              (7,000)             -             -
       Deferred interest expense and
         extension fee payable added
         to principal of note payable          -              -       240,418
       Contract termination settlement         -              -       271,108
       Minority interest in loss on
         Marina Venture                   (3,344)       (36,392)      (26,518)
       Decrease in accrued expenses and
         other liabilities               (96,173)        (7,523)     (245,197)
Increase in escrow deposits              (45,934)        (9,971)      (44,299)
       (Increase) Decrease in other
         assets                          134,224       (157,745)       27,546
     Net cash provided by (used in)
       operating activities              314,535         (2,435)      145,259

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to building and
       improvements                     (442,264)             -             -
Purchase of furniture & equipment        (16,658)        (3,827)      (13,083)
     Additions to Marina                 (23,049)             -             -
     Proceeds from sale of asset           7,000              -             -
     Net cash used in investing
       activities                       (474,971)        (3,827)      (13,083)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from refinancing
        of mortgage note payable       6,000,000              -             -
     Payment of mortgage note payable (5,590,418)             -             -
     Principal payments of mortgage
       note payable                     (101,916)             -             -
     Payment of deferred costs          (143,167)       (24,404)            -
Net cash provided by (used in)
       financing activities              164,499        (24,404)            -

NET INCREASE (DECREASE) IN CASH            4,063        (30,666)      132,176

CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR                        474,835        505,501       373,325

CASH AND CASH EQUIVALENTS,
END OF YEAR                         $    478,898    $   474,835   $   505,501
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest         $    522,522    $   559,044   $   461,030

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

 The accompanying notes are an integral part of these financial statements.
        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
        
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
(1)  Organization

           Historic  Preservation  Properties 1990  L.P.  Tax  Credit  Fund
(HPP'90)  was formed on October 4, 1989 under the Delaware Revised  Uniform
Limited  Partnership Act. The purpose of HPP'90 is to invest in a portfolio of
real  properties  which are intended to qualify for rehabilitation  tax
credits (Rehabilitation Tax Credits) afforded by Section 47 of the Internal
Revenue  Code  of  1986, as amended, to rehabilitate  such  properties  (or
acquire such properties in the process of rehabilitation and complete  such
rehabilitation)  in  a  manner intended to render a portion  of  the  costs
thereof  eligible  for  Rehabilitation Tax Credits,  and  to  operate  such
properties.

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

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

(2) General Partner - BHP II

           BHP  II  was  formed in June 1989 for the purpose of organizing,
syndicating, and managing publicly offered real estate limited partnerships
(Public Rehabilitation Partnerships).

           During 1996, 1995 and 1994, BHP II incurred unaudited losses  of
approximately  $13,000,  $13,000  and  $14,000,  respectively.   BHP   II's
unaudited deficit at December 31, 1996 was approximately $750,000.




        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
(2) General Partner - BHP II (Continued)

           BHP  II has a substantial amount of unpaid obligations to  trade
creditors. In the event BHP II is not able to generate sufficient  cash  to
fund  BHP  II's  operations, commitments and contingencies in  the  future,
there might be unfavorable consequences to HPP'90.

           Under  the Partnership Agreement, a bankruptcy of BHP  II  could
result  in  the  dissolution of HPP'90, if at any time BHP II  were  to  be
adjudicated bankrupt (either by way of a voluntary filing or by an issuance
of  an  order for relief in the event of an involuntary filing) and BHP  II
continued  to  be  the  sole general partner of HPP'90.  If  an  additional
general partner was admitted to HPP'90 prior to a bankruptcy of BHP II, the
business of HPP'90 would be able to continue.

          If BHP II were to be adjudicated bankrupt, and at the time BHP II
was  the sole general partner of HPP'90, HPP'90 would not be dissolved upon
the  occurrence of such an event if a majority in interest of  the  Limited
Partners  elect,  within 90 days, to continue the business  of  HPP'90  and
another  general partner is elected (under Delaware law, within 90  days  a
unanimous vote of the Limited Partners to continue HPP'90 is required).

           Although  the  Partnership  Agreement  provides  for  the  above
mechanisms for continuing the business of HPP'90, BHP II's general partners
believe  the  most likely course of action would be to seek a successor  or
additional general partner for HPP'90.

           If such events were to happen whereby BHP II and/or HPP'90 could
not consummate the above, HPP'90 could be dissolved.

(3) Summary of Significant Accounting Policies Principles of Consolidation

           At December 31, 1996, HPP'90 held a 99% general partner interest
in  Henderson's Wharf Baltimore Limited Partnership (HWB).  At December 31,
1996,  HPP'90  held  a 98% limited partner interest and  Henderson's  Wharf
Development Corp. (HWDC), a wholly-owned subsidiary of HPP'90,  held  a  2%
general  partner  interest in Henderson's Wharf Marina Limited  Partnership
(HWM). All operating and financial policy decisions of (HWB) and (HWM)  are
controlled by HPP'90 and HWDC.

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


        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
           
           
           
           
(3) Summary of Significant Accounting Policies (Continued)

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

          Real Estate
           Real estate is held for lease and stated at the lower of cost or
net  realizable value. During the construction period, all carrying  costs,
principally  real estate taxes and interest, were capitalized. Depreciation
is  provided  over the estimated economic useful lives of the assets  using
the straight-line method.

          Deferred Evaluation and Acquisition Costs
           Expenditures  related to the purchase of real estate  have  been
capitalized  and  are  being amortized on a straight-line  basis  over  the
estimated economic useful life of real property (40 years).

         Cash, Cash Equivalents, and Concentration of Credit Risk
          HPP'90 considers all highly liquid investments with a maturity of
three  months or less when purchased as cash equivalents.  Cash equivalents
at December 31, 1996 totaled $371,383.

           At  December 31, 1996 and 1995, HPP'90 had $263,307 and $204,684
of  cash and cash equivalents, respectively, in banks which is in excess of
amounts insured by the Federal Deposit Insurance Corporation.

          Deferred Costs
           Deferred  costs  relating to HPP'90's notes  payable  are  being
amortized on a straight-line basis over the terms of the notes.

          Syndication Costs
           Syndication  costs  were treated as a direct  reduction  of  the
Limited Partners' equity accounts.

        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
 (3) Summary of Significant Accounting Policies (Continued)

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

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

          Reclassifications
          Certain amounts in the 1995 financial statements and 1994
statements of operations and cash flows have been reclassified to conform to
the 1996 presentation.

(4) Investment in Real Estate

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

           Henderson's  Wharf Baltimore, L.P. (the Building Venture)  is  a
Delaware  limited  partnership formed on July 20, 1990  to  acquire  a  fee
interest in a seven-story building on 1.5 acres of land and to rehabilitate
the  building  into  residential apartment units with  152  indoor  parking
spaces  and a 38 room inn located at 1000 Fell Street, Baltimore, Maryland.
In  addition  to the inn, the building contains a total of 137  residential
units,  9  of which are owned by unrelated parties. The building  has  been
substantially   renovated  and  certain  renovation   costs   qualify   for
Rehabilitation Tax Credits. The Building Venture purchased its interest for
$6,812,500, which included seller financing of $6,350,000, and a contingent
purchase price promissory note (see Note 5). Contributions by HPP'90 to the
Building Venture totaled $12,214,500 as of December 31, 1996.

           HPP'90  has  made  all  required capital  contributions  to  the
Building  Venture  in  accordance with the Building  Venture's  partnership
agreement,  and is not required to make additional contributions,  although
at its sole discretion, may do so.





        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
                                     
                                     
(4) Investment in Real Estate (Continued)

           The  renovation  of  the  residential  units  was  substantially
complete and a certificate of occupancy was received on December 31,  1990.
The  Building  Venture  commenced lease-up  in  1991  and  has  been  fully
operational  since 1992. The average occupancy for the year ended  December
31,  1996  for the residential units was 95% and the average occupancy  for
the inn was 71%.

           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 5).

           HPP'90's  operations, principally accounting, investor  services
and  other  general and administrative costs, are funded from distributions
by  the  Building  Venture. During the year ended December  31,  1996,  the
Building Venture distributed $203,000 to HPP'90.

          Henderson's Wharf Marina, L.P. (the Marina Venture) is a Delaware
limited partnership formed on July 20, 1990 to acquire a fee interest in  a
1.92  acre  parcel  of  land  together with a 256-slip  marina  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 $247,219 as of December 31, 1996.

           HPP'90  may make additional capital contributions to the  Marina
Venture as provided in the Marina Venture's partnership agreement,  but  is
not required to do so.
           The  Marina Venture had operated a minimal number of slips since
1991  due  to  the  significant repairs necessary to be fully  operational.
During 1996, the Marina Venture added $23,049 of utility, safety and  other
improvements, and increased the number of fully operational slips  to  118.
Substantial  repairs are still needed to bring the entire  marina  to  full
operation.
           The  Building  Venture and the Marina Venture  are  collectively
referred to as "the Ventures".





        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
                                     
                                     
(4)  Investment in Real Estate (Continued)

           Under  the  Second  Amended and Restated Agreements  of  Limited
Partnership dated February 1, 1991 of Henderson's Wharf Baltimore, L.P. and
Henderson's  Wharf Marina, L.P., Henderson's Wharf Development  Corporation
(HWDC),  a Delaware corporation wholly owned by HPP'90, was admitted  as  a
general  partner  of  the Ventures and Hillcrest Management,  Inc.(HMI),  a
Massachusetts  corporation,  was admitted as the  Limited  Partner  of  the
Ventures  and became a minority interest holder in the Ventures. On  August
1, 1991 the Second Amended and Restated Agreement of Limited Partnership of
Henderson's Wharf Marina, L.P. was amended. The amendment provided for  the
withdrawal  by HPP'90 as a general partner.  Consequently, HWDC became  the
sole  general  partner  in  the  Marina  Venture.   HPP'90  and  HWDC   are
collectively referred to as the "Henderson's General Partners."

          On December 31, 1992, the Third Amended and Restated Agreement of
Limited  Partnership of Henderson's Wharf Marina L.P. was executed.   HWFP,
Inc. (HWFP), a Maryland corporation and the original holder of the purchase
money note relating to the purchase of the marina property, received a  50%
limited partnership interest in the Marina Venture and became the holder of
a  minority interest (see Note 5). 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. The minority interest  granted
was  recorded at fair market value based on an independent appraisal and  a
priority distribution of proceeds from capital transactions as provided for
in  the  Marina Venture's Third Amended and Restated Agreement  of  Limited
Partnership.

          During the year ended December 31, 1992, 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 reserved against its investment in
the  marina land and improvements in the amount of $845,672.  Consequently,
the  property  is carried at the lower of cost or net realizable  value  at
December 31, 1996.

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

           Generally, allocations of net profits and losses as well as cash
flow of the Building Venture and Marina Venture are allocated in accordance
with  the Second Amended and Restated Agreement of Limited Partnership  and
Third  Amended and Restated Agreement of Limited Partnership, respectively,
as defined in the agreements.


        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
(4)  Investment in Real Estate (Continued)

          On February 27, 1996, the Partnership redeemed HWFP's 50% limited
partnership interest in the Marina Venture by issuing a $225,000 promissory
note  payable secured by the marina property (see Note 5). As a  result  of
this  redemption,  HPP'90's  limited partnership  interest  in  the  Marina
Venture  increased to 98% and HWDC's general partnership  interest  in  the
Marina Venture increased to 2% as of the date of redemption.

(5)  Notes Payable

           The  Building  Venture  originally financed  $6,350,000  of  the
purchase  price  of the property by issuing a purchase money  note  to  the
seller,  HWFP.  The note was secured by the property, rents and  assignment
of leases.

           In conjunction with issuing a purchase money note to the seller,
the  Building  Venture entered into a contingent purchase price  promissory
note  with  the  seller for $1,250,000. Payment on the note was  contingent
upon the cash flow (as defined) generated from the future sale of apartment
units  in  the Building Venture. The note was unsecured, bore no  interest,
and had no maturity date. As discussed below, the Building Venture paid off
the  contingent purchase price promissory note for $109,582 on February 27,
1996.

           On  February 27, 1996, HPP'90 issued a $6,000,000 deed of  trust
note  to a third party lender which provided funds for the Building Venture
to  refinance the then outstanding balance of the seller financed  purchase
money note totaling $5,590,418, to pay $109,582 to the seller in release of
the  contingent  purchase price promissory note, and to  purchase  in  part
three  condominium units and parking spaces owned by unrelated parties  for
an  aggregate  purchase price of $332,682. The deed  of  trust  note  bears
interest  at 7.85%, amortizes over a 20-year schedule and requires  monthly
principal  and interest payments in the amount of $49,628, which  commenced
April  1996 with the remaining unpaid principal and interest due  in  March
2016.  Under  the  deed of trust note, the lender has the option  with  six
months  written notice to call amounts outstanding under the deed of  trust
note  at  the  end of ten years (February 2006) or anytime thereafter.  The
deed of trust note is secured by the Building Venture's property, rents and
assignment of leases and is guaranteed by the Building Venture.



        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND        
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
(5)  Notes Payable (Continued)

           As  mentioned in Note 4, on February 27, 1996, HPP'90, HWDC  and
HWFP  entered  into the First Amendment to the Third Amended  and  Restated
Agreement of Limited Partnership of Henderson's Wharf Marina, L.P. by which
the  Partnership  redeemed HWFP's 50% limited partnership interest  in  the
Marina Venture by issuing a $225,000 promissory note payable secured by the
marina  property. The note bears interest at 7.50%, matures in March  2006,
and  requires  monthly principal and interest payments  in  the  amount  of
$2,086  which commenced April 1996. The transaction resulted in  a  $39,981
reduction  of  basis in the marina property.  HPP'90's limited  partnership
interest  in  the  Marina  Venture increased  to  98%  and  HWDC's  general
partnership interest in the Marina Venture increased to 2% as of  the  date
of the redemption.

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

          Year Ending December 31,         Amount
                 1997                      145,598
                 1998                      157,425
                 1999                      170,212
                 2000                      183,997
                 2001                      198,985

(6)  Transactions With Related Parties, Commitments and Contingencies

           On  February 1, 1991, the Building Venture entered into  a  long
term property management and brokerage agreement (Management Agreement), an
inn  lease  (Inn Lease), and a consulting agreement (Consulting  Agreement)
with HMI.  The Management Agreement originally expired on December 31, 1993
and  the Inn Lease originally expired on December 31, 1995.  On January  1,
1992,  the  Marina  Venture  entered into a long term  Property  Management
Agreement with HMI.

           The  Consulting Agreement, which expired on December  31,  1991,
required the Building Venture to pay HMI a $15,000 refinancing fee upon the
closing  of  any refinancing of the existing Building Venture's  financing.
The  Consulting Agreement also required the Building Venture to pay HMI  an
incentive  fee equal to 1% of the gross sales proceeds resulting  from  the
sale  of the building property to an unaffiliated third party buyer.    The
Building Venture paid the $15,000 refinancing fee to HMI in March 1996 as a
result  of  refinancing its purchase price promissory note as discussed  in
Note  5.  The  incentive  fee commitment survives  the  December  31,  1991
expiration  date  of  the Consulting Agreement and the termination  of  all
other agreements with HMI (see below).

        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND         
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
          FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
(6)  Transactions With Related Parties, Commitments and Contingencies
     (Continued)
     
          Effective July 31, 1993, the Ventures terminated their respective
Management Agreement and Inn Lease with HMI.

           During  October 1994, HPP'90 and HMI agreed in principle  to  an
agreement whereby the parties would settle their differences to put to rest
all  further controversy and to avoid substantial expense of burdensome and
protracted litigation. 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 require  monthly
payments  of  $3,221  commencing September  1995  through  the  earlier  of
September  2001  or  the occurrence of certain events  as  defined  in  the
agreement. The Settlement Payments are secured by 100% of HPP'90's economic
interest  as  a partner in the Ventures, as defined in the agreements;  net
sales and refinancing proceeds; cash flow; return of capital contributions;
all  of HPP'90's cash and marketable securities in excess of $150,000;  and
all  of the Ventures' cash in excess of the greater of $200,000 or reserves
required  by  lenders.  No  distributions to the  partners  of  HPP'90  are
permitted  until all Settlement Payments are paid in full. As  of  December
31,  1996 and 1995, unpaid Settlement Payments included in accrued expenses
and other liabilities totaled $183,576 and $222,224, respectively.

           On  August  23,  1993,  the  Ventures hired  McKenna  Management
Associates,  Inc.  (McKenna) as the independent onsite property  management
company.   The  management  agreement with McKenna  originally  expired  in
August  1995  and  was  extended until October  31,  1995.   The  agreement
required the payment of $9,000 per month for the first year and $7,650  per
month  for  the second year from the Ventures.  On November  1,  1995,  the
Building and Marina Venture entered into property management contracts with
Claremont  Management  Corporation  (CMC),  an  unaffiliated  Massachusetts
corporation,  to  manage  the apartment, inn and  marina  operations.   The
property management contracts provide 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
expire  on  June 30, 1997, and are automatically extended on a year-to-year
basis  unless  otherwise terminated as provided for in the  agreements.   A
condition of the agreements requires the Ventures to maintain with CMC, for
the  benefit  of the Ventures, operating cash and contingency  reserves  of
$190,000 and $70,000, respectively.  As of December 31, 1996, the Ventures'
operating  cash and contingency reserves totaled $262,481.   To  facilitate
the  transition of property management and through an arrangement with CMC,
McKenna continued to provide management services to the apartment, inn  and
marina operations through December 31, 1995.


        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND     
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)         
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
   (6) Transactions With Related Parties, Commitments and Contingencies
(Continued)

           Management fees paid to McKenna and CMC by the Ventures  totaled
$124,438,  $94,841 and $102,600 for the years ended 1996,  1995  and  1994,
respectively.

          On July 1, 1993, HPP'90 engaged Portfolio Advisory Services, Inc.
(PAS),  a  Massachusetts corporation, which is related to  BHP  II  through
certain  common  ownership  and management, to  provide  accounting,  asset
management  and investor services. The original contract was for  one  year
and  was  extended through September 30, 1995. PAS received no fee for  its
services,  however it was reimbursed for all operating costs  of  providing
these  services.  Expense reimbursements to PAS for the period  January  1,
1995  through September 30, 1995, and for the year ended December 31, 1994,
totaled $65,903 and $46,063, respectively.

           On  October  1, 1995, HPP'90 engaged CMC to provide  accounting,
asset  management and investor services. CMC provides such services for  an
annual  management fee of $38,400, plus reimbursement of all its  costs  of
providing these services. The initial term of the agreement expires on June
30,  1997,  and  is automatically extended on a year to year  basis  unless
terminated as provided for in the agreement.  Expense reimbursements to CMC
for  the  year ended December 31, 1996 and for the period October  1,  1995
through December 31, 1995 totaled $98,254 and $40,336, respectively.

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









        HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                     
                                     
                                     
(7)  Fair Value of Financial Instruments

           The  carrying  amounts  of  cash and  cash  equivalents,  escrow
deposits, accrued expenses and other liabilities, and security deposits  at
December 31, 1996 and 1995 approximate their fair values due to their short
maturities.  The fair value of the notes payable at December 31,  1996  and
1995  approximate  their  carrying amounts  based  on  the  interest  rates
currently  available  to  HPP'90 for similar  financing  arrangements.  All
financial instruments are held for non-trading purposes.

         Independent Auditors' Report on Accompanying Information
                                     
                                     
                                     
The Partners
Historic Preservation Properties 1990
     L.P. Tax Credit Fund
Quincy, Massachusetts



      We  have  audited,  in  accordance with generally  accepted  auditing
standards,  the consolidated financial statements of Historic  Preservation
Properties 1990 L.P. Tax Credit Fund as of December 31, 1996 and 1995,  and
for  each  of  the years in the three-year period ended December  31,  1996
included  in this Form 10-K and have issued our report thereon dated  March
4,  1997. Our audits were made for the purpose of forming an opinion on the
1996  and  1995 basic consolidated financial statements taken as  a  whole.
The  supplemental  schedule  is  the responsibility  of  the  Partnership's
management  and  is  presented  for the  purposes  of  complying  with  the
Securities  and Exchange Commission's rules and is not part  of  the  basic
consolidated  financial  statements.  The  information  included  in   this
schedule has been subjected to the auditing procedures applied in the audit
of  the  basic consolidated financial statements, and in our opinion fairly
states in all material respects the financial data required to be set forth
therein  in  relation to the basic consolidated financial statements  as  a
whole.
Lefkowitz, Garfinkel, Champi & DeRienzo P.C.



Providence, Rhode Island
March 4, 1997


           HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
                                    SCHEDULE
              REAL ESTATE & ACCUMULATED DEPRECIATION DECEMBER 31, 1996
                                  IN THOUSANDS
                                         Csts Capital
                         Initial Costs  Subseq to Acq    Gross Amounts
<TABLE>
<CAPTION>
                                                                                        Date of
                               Bldg                            Bldg            Accum    Construct Date  Deprec
Descript and    Encum-         Improve Improve- Carrying      Improve- Total   Deprec   Rehabili- Int   Life
Ownership %     brances   Land  ments   ments    Costs   Land  ments  (Note 2) (Note 3) tation    Acct  (Years)

Residential/Building/Inn
Henderson's Wharf Baltimore L.P.
Baltimore, Maryland
<S>             <C>      <C>      <C>     <C>    <C>   <C>    <C>     <C>     <C>     <C>    <C>      
99.9% (Note 5)  $5,904   $   97   $6,715  $8,463 $350  $  97  $15,178 $15,275 $ 2,195 9/90   7/20/90  40





Marina

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

98% (Notes 6 and 7)
                  $219     1,187       0      103   79   387     103      490     135 N/A    7/20/90  34

                $6,123 $   1,284  $6,715   $8,566 $429 $ 484 $15,265  $15,765 $ 2,365

Note 1:   The aggregate cost of each property on a tax basis net        Note 2: The changes in total costs of land,
of the reduction due to rehabilitation tax credits.                     building and improvements due to the 
                                                                        rehabilitation tax credit at December  31 
                                                                        are as follows:

                                1996       1995          1994                                       1996    1995   1994

Henderson's Wharf Baltimore$  14,723     $14,281       14,281            Bal at the beg of period $15,340 $15,340 $15,328

Henderson's Wharf Marina         549         527          527            Additions:

          Total              $15,272   $  14,808    $  14,808               Land, Bldg & Improv       465       0      12
                                                                                                  $15,765 $15,340 $15,340
Note 3:   The changes in accumulated depreciation for the years ended    Note 4:   This schedule excludes furniture and 
December 31 are as follows:                                              equipment with a cost of approximately $961,000
                                                                         $64,000 and accumulated depreciation of approximately
                                                                         $737,000 and $617,000 at December 31, 1996 and 1995 
                                                                         respectively.
                                1996        1995         1994


Balance at beginning of period $1,956   $  1,554     $   1,152

  Depreciation during the year
   Buildings & Improvements       409        402           402

                               $2,365     $1,956      $  1,554


Note 5:    In 1996, the Partnership refinanced the seller financing on
the Henderson's Wharf Baltimore property with third party financing of
$6,000,000.   For additional information, see the footnotes to financial
statements.

Note 6:     In 1996, the minority interest holder in the Henderson's Wharf
Marina property redeemed its interest for a $225,000 mortgage on the property.
The transaction resulted in a reduction of basis of approximately $40,000.   For
additional information. see the footnotes to
the financial statements.

Note 7:     The Partnership has provided for a reserve for realization
of Marina Land and Improvements of approximately $846,000 net of accumulated
depreciation, based on fair market determined by independent appraisal and
priority distribution of proceeds from capital transactions as provided for
in The Third Amended and Restated Agreement of Limited Partnership.

</TABLE>