UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                    
                           FORM 10-K
[X]  Annual Report Pursuant to Section 13 or 15 (d)
     of the Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1996
                               or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934
     
     For the transition period from                to
     Commission File Number 33-24129
     Historic Preservation Properties 1989 Limited
     Partnership (Exact name of registrant as specified in
     its charter)
          Delaware                              04-3021042
    (State or other jurisdiction   (I.R.S. Employer of incorporation
                                     or Identification No.)
      organization)

Batterymarch       Park      II,      Quincy, Massachusetts 02169
(Address of principal executive offices)                 (Zip Code)

Registrant's  telephone number, including area code:  (617) 4721000

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

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

Indicate  by check mark whether the registrant (1) has filed
all reports  required  to be filed by Section 13 or  15  (d)
of  the Securities  Exchange Act of 1934 during the preceding
12  months (or  for such shorter period that the registrant
was required  to file  such  reports),  and (2) has been
subject to  such  filing requirements for the past 90 days.
                                             Yes  X        No
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 be
contained, to the  best of  registrant's  knowledge, in
definitive proxy or  information statements incorporated by
reference in Part III of this Form 10K                 or
any  amendment     to this     Form     10-K. [X]

Voting  stock  held  by non-affiliates of  the  registrant:
Not Applicable.



             DOCUMENTS INCORPORATED BY REFERENCE
                              
                              
                              
Part of the Form 10-K         Document
into which Incorporated       Incorporated by Reference

I                             Prospectus of the registrant
                               dated December 19, 1988

                               (the "Prospectus").

III                           The Prospectus.

      HISTORIC PRESERVATION PROPERTIES 1989 LIMITED

                       PARTNERSHIP

                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-5        6
     Item 3    Legal Proceedings                K-5        6
     Item 4    Submission of Matters to a
                 Vote of Unit Holders           K-5        6
PART II
     Item 5    Market for the Registrant's
                 Units and Related Unit
                 Holder Matters                 K-6        7
     Item 6    Selected Financial Data          K-7        8
     Item 7    Management's Discussion and
                 Analysis of Financial Condition and Results
of Operations                                   K-8        9
     Item 8    Financial Statements and
                     Supplementary    Data      K-12       13
     Item 9    Changes In and Disagreements
               with Accountants on Accounting
                 and Financial Disclosure       K-12       13

PART III

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

PART IV

     Item 14   Exhibits, Financial Statement
                  Schedules and Reports on
                     Form    8-K                K-16        17

SIGNATURES                                      K-17        18

SUPPLEMENTAL INFORMATION                        K-18        19
                               PART I

Item 1.   Business

Historic   Preservation  Properties  1989  Limited
Partnership (HPP'89,  also  referred  to  as the
Partnership),  a  Delaware limited  partnership, was
organized under the  Delaware  Revised Uniform  Limited
Partnership Act on September 1, 1988,  for  the purpose  of
investing  in  a diversified  portfolio  of   real
properties  which  qualified for  rehabilitation  tax
credits (Rehabilitation  Tax  Credits) afforded by  Section  47  of
the Internal  Revenue  Code  of 1986, as  amended  (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  inthe 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 September 2, 1988, the Partnership filed  a Registration
Statement on Form S-11, File Number 33-24129  (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 100,000 Units at a purchase price of
$1,000 per  Unit (an  aggregate  of  $100,000,000),  was
declared  effective  on December 19, 1988.  The offering of
Units terminated on December 29,  1989,  at  which  time the
Partnership had  received  gross offering proceeds of
$26,588,000 from 2,505 investors.

The  general  partner  of  the Partnership  is  Boston
Historic Partners   Limited   Partnership  (the   General
Partner),   a Massachusetts limited partnership.  The
general partners of  the General Partner are (i) Portfolio Advisory
Services, Inc. (PAS), a  Massachusetts corporation organized
for the purpose of acting as  a  general partner of the
General Partner, and (ii) Terrence P.  Sullivan  (Sullivan).
Limited partnership interests  in  the General  Partner  are
held by investors unaffiliated  with  the General  Partner
(except for an approximately one-third  limited partnership
interest which is owned by Sullivan).

The  Partnership does not have any employees.   For  the
period January  1,  1995 through September 30, 1995,
accounting,  asset management  and  investor  services  for
the  Partnership  were performed  by  PAS  who received no
fee but was  reimbursed  for operating  costs  of  providing
such services.  The  original contract with PAS was for one
year, commencing July 1, 1993, and was extended through September
30, 1995.

On   October   1,  1995,  HPP'89  engaged  Claremont
Management Corporation (CMC), an unaffiliated Massachusetts Corporation,
to provide  asset management, accounting and investor
services for an  annual  fee  of $76,800 and reimbursement of
all operating expenses  of  providing  such services. The
contract  with  CMC 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   have  qualified  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 on pages  28-36 of  its   Prospectus  dated
December 19, 1988  (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 January 5, 1989.

The  Partnership originally invested an aggregate of
$11,158,064 in  three  limited  partnerships  (collectively,
the  "Investee Partnerships")  through the acquisition of
general  partnership interests in the Investee Partnerships,
each of which  owned  or acquired  real properties, the
rehabilitation of which qualified for Rehabilitation Tax Credits.
The Partnership also originally invested  $5,000,000 in a real
property  that  the  Partnership purchased directly.  In conjunction
with this direct  purchase, the Partnership had placed a total of
$2,000,000 in  an  escrow account with the mortgage lender (the
mortgage lender) for such property  for  the purpose of funding
operating  deficits until such time as there is sufficient cash flow
from operations to do so.


These  properties, located in Jenkintown, Pennsylvania (Jenkins Court);
Portland,  Oregon  (Portland  Lofts);   New Orleans, Louisiana
(402   Julia);   and  St.   Paul,   Minnesota (the Cosmopolitan)
were placed in service in December  1989. 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.

As  further  discussed  in  Item  7,  Jenkins  Court  filed for
protection under Chapter 11 federal bankruptcy laws on November 23,
1994. On August 31, 1995, after maximum vesting  of  the
remaining Rehabilitation Tax Credits had been achieved for 1995 and
considering  the  unlikelihood  of  a  successful plan  of
reorganization,  Jenkins  Court  negotiated  with the  mortgage
holder  to  transfer the deed and title of the property  to  the
mortgage holder in lieu of foreclosure.

On  September  16, 1993, the Partnership sold one-third  of its
general  partnership  interest in 402  Julia  to  the developer
general  partner for $185,000.  The Partnership's percentage  of
interest in 402 Julia was thereby reduced from 98% to 65%.  The
terms  of the sale required an initial payment of $100,000 which was
paid  in  September 1993, and requires annual payments  of $3,500
through 2016 and a final payment of $4,500 in 2017.

As  further  discussed in Item 7, in March 1996 the Partnership
contributed  the  Cosmopolitan  and  certain other  assets  and
liabilities  to The Cosmopolitan at Mears Park, LLC  (TCAMP),  a
Delaware limited liability company, for a 50% ownership interest in
TCAMP.  Concurrently, an unrelated party contributed $650,000 in
cash  to  TCAMP  for  a  50% ownership  interest  in  TCAMP.
Simultaneously,  TCAMP issued a mortgage note, the  proceeds  of
which,  along with the $650,000 cash contribution were  used  to
settle  in full the Partnership's mortgage note related  to  the
Cosmopolitan.

The  Investee  Partnerships and the Investee  Limited Liability
Company  are  herein collectively referred to as "the  Investee
Entities". Each of  the  Investee Entities'  agreements is different,  but in
general,provides for a sharing of management duties  and  decisions  among
HPP'89 and  therespective  local general partners  or  other  managing  members
and certain priorities  to  HPP'89 with respect to return on and
return of invested capital.  Significant Investee Entity decisions
require the  approval of both HPP'89 and the local general
partners  or other  managing member.  In addition, each Investee
Entity  has entered  into various agreements with its local
general partners or member,   or  their  affiliates,  to  provide  development,
management  and  other  services, for which  the  local
general partners, other member (or their affiliates), are paid
fees by the  respective Investee Entity. All the Investee
Entities are subject  to first mortgage loans (except for Jenkins
Court,  as discussed  in Item 7). See Management's
discussion and  Analysis of Financial Condition and
Results of Operations included as part of this Annual report
on Form 10-K for further detail.

The  Investee Entities are, and will continue to be, subject
to competition from existing and future projects in the same
areas. The  success of the Partnership will depend on
factors, many  of which are beyond the control of the
Partnership and which cannot be  predicted  at  this  time.
Such  factors include  general economic  and real estate
market conditions, both on a  national basis  and  in  those
areas where the projects are located,  the availability and
cost of borrowed funds, real estate tax  rates, operating
expenses, energy costs and government regulations.  In
addition,  other  risks inherent in real estate  investment
may influence the ultimate success of the Partnership,
including (i) possible reduction  of rental income due  to
an  inability  to maintain  high  occupancy levels or
adequate rental  levels, or (ii) possible adverse changes in
general economic conditions and adverse local conditions,
such as competitive overbuilding, or a decrease  in
employment or adverse changes in real estate  laws,
including building codes.  In particular, changes in federal
and state income tax laws affecting real estate ownership or
limited partnerships  could have a material and adverse
effect  on  the business of the Partnership.

Item 2.   Properties

See Item 1 above.

Item 3.   Legal Proceedings

The  Partnership and its Investee Entities are not party
to, to the  best knowledge of the General Partner, any
material pending legal proceedings.

Item 4.   Submission of Matters to a Vote of Unit Holders.
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 2,519 holders of
     Units.

The  Amended and Restated Agreement of Limited Partnership
(the 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.  There  are  no
restrictions on the Partnership's present or future
ability  to make distributions of Cash Flow or Sale or
Refinancing Proceeds. For  the  years  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,
                                            (Unaudited)
                       1996       1995         1994        1993       1992
Revenues             $552,395  $2,164,691 $   2,188,421 $2,074,655  $1,853,948

Net Income (Loss)    $473,848 $(1,928,010)$(1,391,927) $(1,476,662)$(1,234,413)

Net Income (Loss) per weighted
 average Unit outstanding      :
  Loss   before
  extraordinary  gain$(324.25) $   (71.79) $     (51.83)$    (54.98)$  (45.96)
  Extraordinary gain $ 341.89  $        -  $        -   $         - $       -
Net Income (Loss)    $  17.64  $   (71.79) $     (51.83)$    (54.98)$  (45.96)
                                    
                                    
Total Assets as of
December 31,         $892,540  $17,160,719 $   19,092,470$19,495,840 $20,211,720
                                    
Long Term Debt, excluding discount
as of December 31,   $      0  $17,579,606 $18,496,144   $17,884,892 $17,500,000

Cash Distributions per weighted
average Unit
outstanding          $      0  $         0  $         0  $         0  $      0
                                    
Rehabilitation Tax
Credit per Unit      $      0  $         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 29, 1989, at which time
Limited Partners had purchased 26,588 Units, representing
gross  capital contributions   of  $26,588,000.   The
Partnership   originally invested   an   aggregate  of
$11,158,064  in  three   Investee Partnerships  which  owned
or  acquired  real  properties,  the rehabilitation   of
which  qualified  for  Rehabilitation       Tax
Credits.  The Partnership also originally invested
$5,000,000 in real  property that the Partnership had
purchased  directly and was required to place a total of
$2,000,000 in an escrow account with  the  mortgage lender
for this property for the purpose  of funding operating
deficits.

Such amounts originally contributed represent approximately
100% of  the  Limited Partners' capital contributions after
deduction of  selling commissions,  organizational  and  sales   costs,
acquisition fees and reserves.  The Partnership does not
expect to make any additional investments in new real
estate.

Effective  March  15, 1996, HPP'89 contributed the
Cosmopolitan Building, and certain other assets and
liabilities, to TCAMP  (a Limited    Liability  Company)
for a  50%  ownership  interest.Concurrently, another member contributed 
$650,000 cash to TCAMP for  a  50% ownership interest.  Simultaneously, TCAMP
issued a mortgage note in the amount of $7,000,000 the
proceeds of which along with the $650,000 contributed cash,
were used to settle in full HPP'89's mortgage note payable related to the
Cosmopolitan Building.  The fair value of the Cosmopolitan Building and
other assets contributed by HPP'89 approximated the fair value of liabilities
transferred to TCAMP by HPP'89 and the amount  paid by  TCAMP  to
settle  in  full HPP'89's mortgage note  payable related to the
Cosmopolitan Building.  This transaction resulted in  a  provision for
impairment of real estate of $8,437,963  to recognize  a reduction to
fair value at the date of contribution to  TCAMP  and  an extraordinary
gain on debt extinguishment  of $9,182,017  to  recognize  the
difference  between  the  amount outstanding  under the mortgage payable
and the amount  accepted by  the  lender from TCAMP in full settlement.
HPP'89  will  no longer have any operations directly due to real estate
activity. As of March  15,  1996,  the  Partnership  accounts
for  its investment in TCAMP under the equity method of accounting.

As  further discussed later under Results of Operations, Jenkins Court
filed  for protection under Chapter 11 Federal
Bankruptcy laws on  November 23, 1994.  On August 31, 1995,  after
maximum vesting  of  the  remaining Rehabilitation Tax Credits  had
been achieved  for  1995,  and  considering  the  unliklihood of   a
successful plan of reorganization, Jenkins Court negotiated  with the
mortgage  holder to transfer the deed and the title  of  the property
to the mortgage holder, in lieu of foreclosure.

Also, as further discussed in the Results of Operations section, in
May 1996, Portland Lofts reached a settlement agreement with the
holder  of  its  mortgage  note  and  an  unsecured  note. According
to  the  Settlement  Agreement,  Portland  Lofts was allowed until,
July 31, 1996, to pay $5,400,000 to the holder in full satisfaction of 
both the mortgage note  and  an unsecured note.   On  June  20, 1996,
Portland Lofts obtained alternative financing to fully satisfy the mortgage
note and unsecured note, as  well  as  a separate note payable.  In
1990, the Partnership fully reserved against its investment
in Portland Lofts, due  to the  substantial  doubt it would
continue as  a  going  concern. Generally,  under the equity
method of accounting, an investment may  not be carried below
zero.  Accordingly, since the Portland Lofts  investment  was
fully reserved for, the  Partnership  had cumulative
unrecorded losses of $1,325,926 as of  December  31, 1995.
Portland  Lofts generated a net income of  $1,547,514  in
1996, principally  as  a  result of an  extraordinary  gain
on extinguishment  of  debt,  of which HPP'89  has  been
allocated $1,532,039.  This allocated net income allowed
HPP'89 to recover all  of  its  cumulative unrecorded losses
from Portland  Lofts. HPP'89's  income in equity recognized
in 1996, totaled  $206,113 before  distributions  and  after
the recovery  of  cumulative unrecorded losses.

The  short  term  liquidity of the Investee Entities,  with
the exception of Jenkins Court, depends on their ability to
generate sufficient  rental  income to fund operating
expenses and  debt service  requirements.   Both  TCAMP  and
Portland Lofts  have stabilized  operations  and, after
considering  the effects  of their  recent respective
refinancings, are expected to  generate cash
flow. During 1996, the Partnership received distributions
from  Portland  Lofts  and TCAMP totaling $26,000  and $98,200,
respectively.

HPP'89's   cash   is   used  primarily  to  fund   general and
administrative expenses of running the public fund.   After the
contribution  of  the Cosmopolitan to TCAMP,  the
Partnership's only source of  short  term liquidity  is  from
distributions received  from  Investee Entities.  The Partnership  expects
to fund  its  expenses with cash flow distributions  from Portland Lofts
and, if required, from TCAMP. As of December 31, 1996, the Partnership
had $163,316 of total cash, of which $63,316 was not insured by the
Federal Deposit Insurance Corporation.

To  the  extent  that The Partnership accumulates from whatever sources
operating reserve amounts greater than $140,000  at  the end  of  any
fiscal  year,  The  Partnership is  required  to contribute  such excess
within thirty days of the  end of such fiscal year to TCAMP as additional 
capital contributions to  be distributed  by  TCAMP to its other member as a
return of  the outstanding portion of her original capital
contribution.  Since the  Partnership  anticipates funding
its expenses  principally from distributions received from
Portland Lofts, the Partnership does not expect that this
requirement will affect its ability to fund its expenses.

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

Results  of  Operations.  The Partnership generated  net
income, under  generally accepted accounting principles, of
$473,848  in 1996,  including  its  allocable share of
income from  Investee Entities  of  $297,734, a loss on
impairment of real  estate  of $8,437,963 and an
extraordinary gain on extinguishment of debt of $9,182,017.
The  Partnership's allocable  share  of  operating income
and/or losses in the Investee Entities range from 50%  to 99%.
Income  allocated from  the  Investee  Entities  to the
Partnership  represents  a loss from 402 Julia  of
approximately $3,000,  amortization  of approximately $3,000
and  income  from Portland  Lofts and TCAMP of approximately
$206,000 and  $98,000, respectively.

On  January 5, 1995, the Partnership resolved a dispute with
the holder of the Cosmopolitan's mortgage over certain
amounts in an escrow account.  As a result, the Partnership
was provided  with certain  funds  from the escrow account
and the opportunity  to purchase  the  mortgage note at the
fair market  value  of  the property,  in  exchange for the
release of the  principal  funds from  the  escrow  account
as  a payment  toward  the  mortgage principal and a reduction of
the mortgage term by three years.

Effective  March  15, 1996, HPP'89 contributed  the
Cosmopolitan Building, and certain other assets and
liabilities, to  TCAMP  (a Limited Liability Company)  for  a  50%  ownership
interest. Concurrently, another member contributed $650,000
cash  to TCAMP for  a  50% ownership interest.
Simultaneously, TCAMP issued  a mortgage  note in the amount
of $7,000,000 the proceeds of  which along with the $650,000
contributed cash, were used to settle  in full  HPP'89's
mortgage note payable related to the  Cosmopolitan Building.
The fair value of the Cosmopolitan Building and  other assets
contributed  by HPP'89 approximated  the  fair  value  of
liabilities transferred to TCAMP by HPP'89 and the amount
paid by TCAMP to settle in full HPP'89's mortgage note
payable related to the  Cosmopolitan Building.   This
transaction  resulted  in  a provision  for impairment  of
real  estate  of  $8,437,963  to recognize  a
reduction to fair value at the date of contribution to  TCAMP
and  an  extraordinary gain on Debt extinguishment  of
$9,182,017  to  recognize  the  difference between  the
amount outstanding under the mortgage payable and the amount
accepted by the  lender from TCAMP in full settlement.  This
transaction  did not  generate any recapture of
Rehabilitation Tax Credits to  the Partnership because the
tax credits were already fully vested.

As  a result of the contribution of the Cosmopolitan to TCAMP
for a  50%  ownership interest in TCAMP, HPP'89 will no
longer have operations directly due to real estate activity.
As of the  date of  contribution, the Partnership accounts
for its investment  in TCAMP under the equity method of
accounting.

Both  402  Julia  and  TCAMP  are  residential  properties
with traditional, annual operating leases to individuals that
expire within  one  year  of signing.  Portland Lofts  is  a
mixed-use building  with  91 residential units and 23,470
square  feet  of commercial  space.   The  residential
leases are  traditional, annual  operating leases to
individuals that expire  within  one year  of signing.  There
are 16 commercial units, with operating leases  which  range
in length from one to  eight  years. The largest commercial tenant occupies 
only 5.8% of the total square feet of the property.

402  Julia  has had better than 90% occupancy levels since
July 1990  and  was 100% leased at December 31, 1996.  This
24 unit residential building has benefited from a relatively
strong  New Orleans market.

TCAMP  had leased approximately 99% of its units at December
31, 1996,  and has met occupancy projections.  This 255 unit
property operates in a very competitive lowertown St. Paul
market and  has steadily leased up since 1992.

Jenkins Court transferred title and deed to its property  to
the holder  of  the  mortgage  in  August  1995  through
foreclosure proceedings.

Although  Jenkins  Court no longer owns its investment
property and  will no longer have property operations, the
Jenkins  Court partnership  will  remain in existence until
the resolution  of certain  partnership assets and
liabilities. These  liabilities include  a  $250,000 default
loan and accrued interest  thereon, which has been provided
by HPP'89 and secured by the developer's interest in an
unaffiliated limited partnership.  As a result of the
Chapter 11 proceedings, The Partnership is not expected  to
be  liable  as a  general  partner of  Jenkins  Court  for
any remaining obligations of Jenkins Court.

Since  the  fourth quarter of 1990, HPP'89 had reserved
against its  investment  in Jenkins Court, reducing such
investment  to zero  due  to  the  substantial doubt that
Jenkins  Court  would continue as a going concern. Since
Jenkins Court no longer  owns its  investment property, it is
not expected to  continue  as  a going concern.
Consequently, due to Jenkins Court's foreclosure in   1995,
HPP'89's investment  in  Jenkins  Court   and its
corresponding reserve, both totaling $5,471,055, were
eliminated from the balance sheet as of December 31, 1995.

As  of  December 31, 1996, Portland Lofts had approximately 85%
occupancy of residential units and 81% occupancy of net
rentable commercial space for a combined occupancy of
approximately 87%.

On  May  21, 1996, Portland Lofts and the holder of its
mortgage note  and  an unsecured note entered into a Settlement
Agreement (the  Agreement) to resolve the claims concerning
these  notes. According  to  the Agreement, Portland Lofts was
allowed,  until July  31, 1996, to pay $5,400,000 to the new
note holder in full satisfaction of the mortgage note and the
unsecured note.

On  June  20, 1996, Portland Lofts issued a promissory mortgage
note  in  the amount of $5,625,000 and a promissory
note  to  a general  partner in the amount of $340,000 to
provide sufficient funds  to pay in full the $5,400,000
settlement amount with  the new  holder, the unsecured note
payable and all related  closing costs.

The transaction resulted in an extraordinary  gain  on
extinguishment  of  debt of $1,656,579.  The current
$5,625,000 mortgage  note  on  the  property:   bears interest
at 9.0%; amortizes over a 25-year schedule;
requires monthly payments  of principal and interest of $47,205;
and matures on July 1,  2006, at which time all unpaid principal
and interest is due.

In  1990,  the Partnership fully reserved against its investment
in  Portland  Lofts,  due  to  the substantial doubt  it  would
continue as a going concern.  Generally, under the equity method
of  accounting,  an  investment may not be carried  below  zero.
Accordingly,  since  the Portland Lofts  investment  was  fully
reserved  for, the Partnership had cumulative unrecorded  losses
of  $1,325,926 associated with the investment as of December 31, 1995.
Principally  as  a  result of  a  extraordinary  gain  on
extinguishment of debt, Portland Lofts generated net  income of
$1,547,514   in  1996,  of  which  HPP'89  has  been
allocated $1,532,039.  This allocated net income allowed HPP'89
to recover all  of  its  cumulative unrecorded losses from
Portland  Lofts. HPP'89's net income in equity recognized in 1996,
after recovery all  of  cumulative unrecorded losses, from the
Portland  Lofts Investment, totaled $206,113.

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,  principally investments in Investee Entities,
are highly leveraged in view of the fact that each Investee
property is  subject  to  a  long-term first  mortgage  loan.
Operating expenses  and  rental  revenue of  each  Investee
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 outpaced by 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
and  its Investees 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 and
Investee 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.
Previously  disclosed in the Partnership's Report  on  Form  8-
K which was filed on December 17, 1991.


                               PART III
Item 10.  Director and Executive Officer of the Registrant.
          (a)  and  (b)   Identification
          of Director and Executive Officer.

The  following table sets forth the name and age of the
director and  executive  officer  of PAS 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 PAS,  which  is  a general partner of the General Partner since
November  1986.   Since that time, he has also  been  a general
partner  of the General Partner.  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
Group,  Inc.  (Boston Capital  Planning),  a Massachusetts
corporation.

          (c)  Certain Significant Employees.

               None.

          (d)  Family Relationships.

               None.

          (e)  Business Experience.

The  background  and  experience of the  executive  officer and
director of PAS and Boston Capital Planning identified above  in Items
10(a) and 10(b) is 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  1979  through December
31, 1986,  Boston  Bay Capital  participated  in  the placement of
limited partnership interests in 98  real  estate programs,
approximately 60 of which were historic rehabilitation or  restoration
partnerships, placing a total of  approximately $140,000,000 in
equity.  In addition, 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, the
Partnership, and Historic Preservation Properties  1990  L.P.  Tax
Credit Fund,  four  public programs sponsored by the General Partner
and an affiliate 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 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  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)  Involvement in Certain Legal Proceedings.
                                  
               None.

Item 11.  Executive Compensation.

The  director  and executive officer of PAS and  Boston Capital
Planning receives 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  Partners  and their  affiliates  are described  on
pages 13-15 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.


The   following   table  sets  forth  the  amount   of expense
reimbursements which the Partnership paid to or accrued for the
account of the General Partner and its affiliates for the
years ended  December  31,  1995  and 1994.   There  were  no
expense reimbursements paid to or accrued, for the years ended
December 31, 1996.


      Receiving      Type of         Amount of Compensation
       Entity      Compensation           1995       1994
                                    (Unaudited) (Unaudited)

      General     Reimbursement of
      Partner     Administrative
      and/or        Expenses        $   67,955   $  92,126
      Affiliates

       Total                        $   67,955   $  92,126


For the year end December 31, 1996, the Partnership
allocated to the General Partner unaudited taxable income of
$104,578 and for the  years  ended  December 31, 1995 and
1994,  the Partnership allocated unaudited losses of $20,545
and $13,919, respectively. See  Note  6  of  Notes 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.
                            
No  person  or  group  is  known by the Partnership  to
be the beneficial  owner  of more than 5% of the
outstanding Units  at March  15,  1997.  Pursuant  to 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 PAS, Boston Capital
Planning or  their affiliates had any beneficial ownership
of Units as of March  15,  1997.   However, a former Vice
President  of  Boston Capital Planning purchased 20 Units
($20,000) in the Partnership during  1989.   No officer or
director of PAS 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 reimbursements which
the Partnership paid  to  or accrued  for  the  account  of
the General  Partner  and    its affiliates for the years ended
December 31, 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 Schedules are
          filed as  part  of  this Annual Report.
          
          2.  Financial  Statement  Schedules  -  The
          Financial Statement  Schedules listed on the
          accompanying  Index to  Financial  Statements is
          filed  as  part  of  this Annual Report.
          
          3.  Exhibits - The Exhibits listed on the
          accompanying Index  to  Exhibits are filed as
          part of  this  Annual Report  and incorporated in
          this Annual Report as  set forth in said Index.
          
          (b)Reports on Form 8-K - The Partnership did not
          file any  Current  Reports on Form 8-K  during
          the fourth quarter of 1995.
          
          

                              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 1989
                 LIMITED PARTNERSHIP
                 
                 By:  Boston Historic Partners Limited
                       Partnership, General Partner
                       
                      By:  Portfolio Advisory Services,
                           Inc., General Partner
                           
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
                           Boston Historic Partners Limited
                           Partnership and President,
                           Principal
Terrence P. Sullivan       Executive Officer and Director of
                           Portfolio Advisory Services,Inc.,
Date: March 15, 1997       General Partner of Boston Historic
                           Partners Limited Partnership.

                           Principal Financial and Principal
                           Accounting Officer of Portfolio
                           Advisory Services, Inc., General
Terrence P. Sullivan       Partner of Boston Historic Partners
                           Limited Partnership
Date: March 15, 1997


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.






                     SECURITIES AND EXCHANGE
                    COMMISSION Washington, D.C.   20549
                         FORM 10-K
         Annual Report Pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934
   Historic Preservation Properties 1989 Limited Partnership
                               
                               
                          ITEM 14 (a) 3
                               
                               
                           EXHIBITS
   HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                               
                       Index to Exhibits
                               
Exhibit No.                        Title of Documents
     3(a) 
                         Certificate   of Limited
                         Partnership   of  Historic
                         Preservation Properties   1989
                         Limited Partnership dated as of
                         August 30, 1988 (filed as an exhibit
                         to  the     Partnership's
                         Registration Statement  of  Form
                         S-11, File No.  33-24129,  and
                         incorporated herein by this
                         reference).
                         
     3(b)                Agreement   of Limited
                         Partnership   of  Historic Preservation
                         Properties   1989  Limited Partnership
                         dated as of August 30, 1988 (filed as an
                         exhibit to the Partnership's Registration
                         Statement  on  Form  S-11, File No.  33-
                         24129,  and  incorporated herein by this
                         reference).
                         
      3(c)                Amended and Restated Agreement of  Limited
                          Partnership  of Historic Preservation
                          Properties  1989 Limited Partnership  dated
                          as  of December  19, 1988, as
                          currently in effect, other than amendments
                          thereto which provide solely for  the admission
                          or  withdrawal   of investors  as
                          limited partners  of the Partnership (filed 
                          as an exhibit to  the Partnership's Registration 
                          Statement  of Form  S11, File  No.  33-2419,   and
                          incorporated herein by this reference).

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

     10(a)                Sales Agency Agreement between
                          Historic  Preservation  Properties
                          1989 Limited   Partnership  and  Boston
                          Bay Capital,  Inc., dated December 19,
                          1989 (filed  as  Exhibit  No.  10(a)
                          to  the Partnership's Form 10-K as  of
                          December 31, 1989 and incorporated
                          herein by this reference).

      10(b)               Escrow   Deposit   Agreement
                          between Historic Preservation
                          Properties 1989  Limited Partnership
                          and Wainwright Bank  and  Trust
                          Company dated  December 19, 1989
                          (filed as Exhibit No. 10(b)  to the
                          Partnership's  Form  10-K  as   of
                          December   31,   1989  and
                          incorporated herein by this
                          reference).

       10(c)              Documents relating to the acquisition of
                          a  general  partnership interest in Jenkins
                          Court Associates Limited Partnership (filed as
                          part  of Post-Effective   Amendment   No.    1
                          to    the Partnership's Registration Statement
                          of Form S-11, File No. 33-24129, and
                          incorporated herein by this reference).
                          
10(d)     Documents relating to the acquisition of
          a  general partnership interest in Portland  Lofts
          Associates Limited Partnership (filed as  part
          of Post-Effective   Amendment   No.    2    to
          the Partnership's Registration Statement on Form
          S-11, File No. 33-24129, and incorporated herein
          by this reference).
          
10(e)     Documents relating to the acquisition of
          a general partnership interest in 402 Julia
          Street Associates Limited Partnership (filed as a
          part of Post-Effective   Amendment   No.    2
          to    the Partnership's Registration Statement on
          Form S-11, File   No.  33024129,  and
          incorporated  by  this reference).
          
10(f)     Documents relating to the acquisition of
          the Cosmopolitan Building, St. Paul, Minnesota.

    I.    Purchase and   Sale  Agreement  between  Historic
          Landmarks   Realty  Growth  Fund:    The
          Cosmopolitan (the "Seller"), as  Seller,
          and   Historic  Preservation
          Properties 1989     Limited
          Partnership     (the "Partnership"),
          as Buyer,  dated  as  of July  14,
          1989 (filed as part of  Post Effective
          Amendment  No.   2   to   the
          Partnership's Registration Statement
          on Form   S-11,  File  No.  33-24129,
          and incorporated herein by this
          reference).
          
          
 II.      Amendment to  Purchase  and  Sale
          Agreement  dated September, 1989,
          between the Seller  and the
          Partnership (filed as  Exhibit  No.
          10(f) to the Partnership's Form 10-K
          as of  December  31, 1989 and
          incorporated herein by this
          reference).
          

 III.     Loan Agreement   dated  December   18,  1989
          between   the  Partnership  and  Meritor
          Savings Bank (filed as Exhibit No. 10(f) to  the
          Partnership's Form 10-K as  of December   31,   1989
          and  incorporated herein by this
          reference).

 IV.      Allonge to First  Loan  Note and Second
          Loan  Note dated  December  18, 1989,  between
          the Partnership  and Meritor  Savings  Bank
          (filed  as  Exhibit  No.  10(f)  to  the
          Partnership's Form 10-K as  of  December 31, 1989
          and incorporated herein by this reference).
                          
 V.       Mortgage, Security     Agreement, Modification,
          Consolidation  and  Amendment  Agreement dated 
          December  18, 1989, between  the Partnership  and 
          Meritor  Savings  Bank (filed  as Exhibit  No.  10(f)
          to  the Partnership's Form 10-K as  of  December 31, 1989 
          and incorporated herein by this reference).

 VI.      Security Agreement   dated  December 18, 1989 
          between the  Partnership  and  Meritor Savings Bank
          (filed as Exhibit No. 10(f) to  the  Partnership's Form 10- K 
          as  of December   31,   1989  and  incorporated herein 
          by this reference).

 VII.     Assignment of Leases, Consolidation and Modification 
          Agreement  dated  December 18,  1989  between the
          Partnership  and Meritor  Savings Bank (filed as
          Exhibit No. 10(f) to the Partnership's Form 10-K as
          of December 31, 1989 and incorporated herein by this reference).

 VIII.    Assignment of Depository accounts  dated December 18,1989
          between  the Partnership  and  Meritor  Savings  Bank 
          (filed  as  Exhibit  No.  10(f) to  the Partnership's 
          Form 10-K as  of  December 31, 1989 and incorporated herein 
          by this reference).

 IX.      Assignment and   Subordination  of Management  and Leasing 
          Consolidation and  Modification Agreement dated
          December 18, 1989 between the  Partnership  and  Meritor
          Savings Bank (filed as Exhibit No. 10(f) to  the 
          Partnership's Form 10-K  as  of December   31,   1989
          and  incorporated herein by this reference).


 X.       Management and   Leasing  Agreement  dated
          as   of October 17, 1989 between the Partnership
          and McKenna Management Associates (filed as
          Exhibit  10(f) to the Partnership's Form  10-K as
          of December 31,  1989  and incorporated
          herein by this reference).


10(g)Documents  relating  to  $400,000   loan   to Portland Lofts
     Associated Limited Partnership
     
     I.   Promissory Note, dated December 29, 1989, delivered by  Portland 
          Lofts Associates  Limited Partnership to Capital Consultants, Inc.
          (filed   as   Exhibit   10(g)   to   the
          Partnership's Form  10-K as of  December 31, 1989 and
          incorporated herein by this reference).
          
    II.   Deed  of Trust and  Security  Agreement   dated December 29, 1989,
          between  Portland Lofts Associates Limited Partnership and
          Capital  Consultants,  Inc.  (filed   as Exhibit  No.  10(g)
          to the Partnership's Form  10-K as of December 31,  1989  and
          incorporated herein by this reference).
          
     III. Assignment of  Surplus  dated December  29,  1989, delivered  
          by  Joseph W.  Angel  II  and Lynne  I. Angel to Capital
          Consultants, Inc. (filed as Exhibit No. 10(g) to  the 
          Partnership's Form 10-K as  of December 31, 1989 and 
          incorporated herein by this reference).
          
    IV.   Guaranty of Note and Deed of Trust dated December 29, 1989, delivered
          by Joseph W.  Angel II  and  Dennis  M.  Gilman  to  Capital
          Consultants, Inc. (filed as Exhibit  No. 10(g) to the
          Partnership's Form 10-K  as of  December  31, 1989 and
          incorporated herein by this reference).
          
10(h)Management  Agreement dated August  20,  1989 between   Portland
     Lofts Associates Limited Partnership and Great Northwest Management
     (filed as Exhibit No. 10(h)to the Partnership's Form 10K as of 
     December 31, 1989 and incorporated herein by this reference).

10(i)Documents  relating to  Settlement  of  Fleet National  Bank  Loan
     to Jenkins  Court  Associates Limited  Partnership (all dated as of
     February  7, 1991).

     I.   Settlement Agreement  between
          Fleet  National  Bank ("Fleet")  and Jenkins Court  Associates
          Limited  Partnership  ("Jenkins  Court") (filed  as  Exhibit
          No.  10(i)  to  the Partnership's Form 10-K as  of  December
          31, 1991 and incorporated herein by this reference).
          
     II.  Agreement between  Fleet and
          Jenkins Court  (filed as    Exhibit   No.   10(i)    to
          the Partnership's Form 10-K as  of  December 31, 1991 and
          incorporated herein by this reference).
          
    III.  $250,000 Promissory Note of
          Jenkins Court (filed as Exhibit No. 10(i) to
          the Partnership's Form 10-K as  of  December 31, 1991 and
          incorporated herein by this reference).
             
      IV. $20,820,000 Amended and    Restated
          Promissory Note of Jenkins Court  (filed as    Exhibit   No.
          10(i) to the Partnership's Form 10-K as  of  December 31, 1991 and
          incorporated herein by this reference).
          
       V. Open End Mortgage Modification Agreement  between Fleet   and  Jenkins
          Court  (filed   as Exhibit  No.  10(i) to the Partnership's
          Form  10-K as of December 31,  1991  and incorporated herein
          by this reference).
          
      VI. Assignment Modification Agreement between Fleet and Jenkins  Court 
          (filed  as Exhibit  No. 10(i) to the Partnership's Form 10-K  as of
          December  31, 1991 and  incorporated herein by this
          reference).
          
10(j)Documents relating to Amended  Settlement  of Fleet  Loan  to
     Jenkins Court (all  dated  as  of January 29, 1992).

   I.     First Amended  and restated Settlement Agreement  between  Fleet  and
          Jenkins Court (filed as Exhibit No. 10(j) to the Partnership's
          Form 10-K as  of  December 31, 1991 and incorporated herein by
          this reference).
          
   II.    First Allonge to Amended and   Restated Promissory Note of Jenkins 
          Court (filed as Exhibit No.  10(j) to the
          Partnership's Form 10-K as  of  December 31, 1991 and
          incorporated herein by this reference).
          
   III.   Open  End Mortgage Modification Agreement  between Fleet 
          and  Jenkins  Court  (filed   as Exhibit  No.  10(j) to the
          Partnership's Form  10-K as of December 31,  1991  and
          incorporated herein by this  reference).
          
     IV.  Assignment Modification Agreement between Fleet and Jenkins 
          Court (filed  as Exhibit  No. 10(j) to the Partnership's Form 10-K  as
          of  December  31, 1991 and  incorporated herein by this reference).
          
      V.  Closing Letter  between Fleet and Jenkins  Court (filed  as  
          Exhibit No.  10(j)  to  the Partnership's Form
          10-K as  of  December 31, 1991 and incorporated herein by this
          reference).

10(k)Agreement for Extension of Debt  and
     Related Matters  between  Security  Pacific
     Bank  Oregon, Portland Lofts Associates Limited Partnership
     and Joseph  W.  Angel, II dated May 7, 1991
     (filed  as Exhibit  No. 10(k) to the
     Partnership's Form  10-K as of December 31, 1991
     and incorporated herein by this reference).
                         
10(l)Documents  related  to  the  Second Amended
     Settlement of Fleet Loan to Jenkins Court dated
     as of July 2, 1992.
    
     I.  Second Amended    and    Restated
         Settlement Agreement  between  Fleet
         and    Jenkins
         Court (filed as Exhibit No. 10(l) to
         the Partnership's Form 10-K as  of
         December 31, 1992 and incorporated
         herein by this reference).
                                   
10(m Documents relating to the Amended $6,800,000
     Construction  Loan  to Portland  Lofts
     Associates Limited  Partnership (all dated as
     of  March  31, 1992).
                         
            
          
     I.    Promissory Note   of  Portland  Lofts
           to  Security Pacific  Bank Oregon
           (Security  Pacific) (now  Bank of
           America) (filed as Exhibit No. 10(m)
           to the Partnership's Form 10-K as of
           December 31, 1992 and incorporated
           herein by this reference).
                                   
          

     II.   Deed of Trust  and  Security  Agreement
           between Portland  Lofts  and  Security
           Pacific
           (filed  as  Exhibit  No.  10(m)  to
           the Partnership's Form 10-K as  of
           December 31, 1992 and incorporated
           herein by this reference).
                                   
                                   
      III.  Assignment of  Leases and Conditional
            Assignment of Rentals  by  Portland
            Lofts to  Security Pacific  (filed as
            Exhibit No. 10(m)  to the Partnership's 
            Form 10-K  as of
            December   31,   1992  and
            incorporated herein by this
            reference).
                                   
                                   
       IV.  Guarantees of  Note and Deed of Trust
            delivered  by East  Bank Development,
            Inc., Joseph  W. Angel,  II, Dennis M.
            Gilman and  Martin J. Soloway to
            Security Pacific (filed as Exhibit
            No.  10(m) to the Partnership's Form
            10-K as of December 31,  1992  and
            incorporated herein by this
            reference).
                                   
        V.  Arbitration  Agreement between  Portland
            Lofts  and  Security Pacific  (filed
            as Exhibit  No.  10(m) to the
            Partnership's Form  10-K as of
            December 31,  1992  and incorporated
            herein by this reference).
10(n)Management  Agreement  dated  April  1,
     1992 between  Portland   Lofts
     Associates   Limited Partnership and C & R
     Realty (filed as Exhibit No. 10(n)  to  the
     Partnership's  Form 10-K  as  of
     December 31, 1992 and incorporated herein by
     this reference).

10(o)Documents relating to the sale of  a
     portion of  the general partnership interest in
     402  Julia Street  Associates Limited
     Partnership (all  dated September 16, 1993)


     I    Second Amendment  to  the Amended and
          Restated Agreement of Limited
          Partnership of  402 Julia    Street
          Associates    Limited Partnership
          (filed as Exhibit No.  10(o) to  the
          Partnership's Form 10-K  as  of
          December   31,   1993  and
          incorporated herein by this
          reference).
      
     II.  Assignment and  Assumption  Agreement
          between  the Partnership, and Henry M.
          Lambert and R. Carey  Bond. (filed as
          Exhibit No. 10(o) to  the
          Partnership's Form 10-K  as  of
          December   31,   1993  and
          incorporated herein by this
          reference).
        
    III.  Security Agreement  between the
          Partnership,  and Lambert  and Bond
          (filed as Exhibit  No. 10(o) to the
          Partnership's Form 10-K  as of
          December  31, 1993 and  incorporated
          herein by this reference).
10(p)Agreement  for Extension of Loan  from
     Fleet Bank   to   Jenkins   Court   Associates
     Limited Partnership (dated as of June 15, 1993)
     (filed  as Exhibit  No. 10(p) to the
     Partnership's Form  10-K as of December 31, 1993
     and incorporated herein by this reference).

10(q)Agreement for Extension of Loan from
     Capital Consultants,  Inc.  to Portland  Lofts
     Associates Limited Partnership (dated January 3,
     1994) (filed as Exhibit No. 10(q) to the
     Partnership's Form 10K as of December 31, 1993
     and incorporated herein by this reference).

10(r)Documents  relating to the  $15,000  loan
     to Portland Lofts Associates Limited Partnership
     (all dated March 2, 1992)
          
     I.   Rehabilitation  Loan  Agreement
          between Portland  Lofts and the City
          of Portland (acting  by  and  through
          the  Portland Development   Commission)   
          (filed as Exhibit  No.  10(r) to the
          Partnership's Form  10-K as of
          December 31,  1993  and incorporated
          herein by this reference).
                                   
     II.  Promissory Note between  Portland Lofts
          and the City  of Portland  (acting  by  and
          through  the Portland Development
          Commission)  (filed as    Exhibit
          No.   10(r)    to    the
          Partnership's Form 10-K as  of
          December 31, 1993 and incorporated
          herein by this reference).
                                          
    III.  Trust Deed between  Portland Lofts and the
          City  of Portland  (acting  by
          and  through  the
          Portland Development Commission)
          (filed as    Exhibit   No.
          10(r)    to         the
          Partnership's Form 10-K as  of
          December 31, 1993 and incorporated
          herein by this reference).
                                   
10(s) Documents  relating  to  the  settlement of
      amounts payable between Portland Lofts and Richard E. Ragland, AIA
                         
      I.   Letter of agreement  signed by Portland Lofts
           and Ragland (dated March 17, 1994)
           (filed as Exhibit  No.  10(s) to the
           Partnership's Form  10-K as of
           December 31,  1993  and incorporated
           herein by this reference).
                                   
     II.   Promissory Note between Portland  Lofts  and
           Ragland (dated  February  22,
           1994)  (filed  as
           Exhibit  No.  10(s) to the
           Partnership's Form  10-K as of
           December 31,  1993  and incorporated
           herein by this reference).
                                                    
    III.   Release of Claims   between  Portland   Lofts
           and  Ragland (dated February 22, 1994)
           (filed as    Exhibit   No.
           10(s)    to         the
           Partnership's Form 10-K as  of
           December 31, 1993 and incorporated
           herein by this reference).
                                   
     IV.   Release of All Claims   between  Ragland  and
           Portland Lofts  (dated March 1, 1994)
           (filed  as Exhibit  No.  10(s) to the
           Partnership's Form  10-K as of
           December 31,  1993  and incorporated
           herein by this reference).
                                   
10(t)Documents relating to the amendment  of
     loan documents  by  and  between Historic
     Preservation Properties  1989  Limited
     Partnership  and  Mellon Bank,  N.A.   (all
     dated December  28,  1994,  but executed January
     4, 1995), (filed as Exhibit 10(t) to  the
     Partnership's Form 10-K as of December 31, 1994
     and incorporated herein by the reference).
                         
        I.   First Amendment    to   Note
             Mortgage            and
             Assignment of Leases.

       II.   Second Amendment to Loan Agreement
 
      III.   Letter Agreement on Payment of Legal Fees
                
10(u)Letter  Agreement on Management Functions  by
     and  between Historic Preservation Properties 1989
     Limited  Partnership and Jenkins  Court  Investors
     Limited  Partnership  (dated September  8,  1994),
     (filed as Exhibit 10(u) to the Partnership's  Form
     10-K  as  of  December 31, 1994  and
     incorporated herein by this reference).

10(v)Stipulation  of  Settlement,  and  Transfer Deed,
     dated  August 31, 1995, by and among Jenkins
     Court Associates  Limited Partnership, Miles S.
     Katzen, Jenkins  Court Investors Limited
     Partnership,  MSK Associates, Inc., Jane Katzen,
     Frank Seidman,  the Jane II Corporation and
     Jenkins Court Pennsylvania L.P,  (filed as
     Exhibit 10(v) to the Partnership's Form 10-K as
     of December 31, 1995 and incorporated herein by
     this reference).
                       
10(w)Asset Management Agreement, dated October 1,1995,
     by  and  among  Historic  Preservation
     Properties Limited    Partnership,   Historic
     Preservation Properties  1988  Limited
     Partnership,   Historic Preservation  Properties
     1989 Limited Partnership, Historic  Preservation
     Properties  1990  L.P.  Tax Credit  Fund and
     Claremont Management Corporation, (filed as
     Exhibit 10(w) to the Partnership's  Form 10-K
     as  of  December 31, 1995  and  incorporated
     herein by this reference).
                       
10(x)Property Management Agreement, dated November 1,
     1995,   by  and  between  Historic  Preservation
     Properties  1989  L.P. and Claremont  Management
     Corporation,  (filed  as Exhibit  10(x)  to  the
     Partnership's Form 10-K as of December 31,  1995
     and incorporated herein by this reference).
                       
10(y)First  Amendment to Loan  Documents,
     dated June  1,  1995,  by  and  between
     Portland  Lofts Associates   Limited
     Partnership   and   Capital Consultants, Inc.,
     (filed as Exhibit 10(y) to  the Partnership's
     Form 10-K as of December  31,  1995 and
     incorporated herein by this reference).
                       
10(z)Documents relating to the organization
     and management of The Cosmopolitan at Mears
     Park, LLC.
                       
     I.   Operating  Agreement of the  Cosmopolitan at
          Mears Park, LLC, dated March 15, 1996.

     II.  Management Agreement between The
          Cosmopolitan at  Mears  Park, LLC and
          Claremont Management Corporation, dated
          March 20, 1996.
                            
                  10 (aa)   Documents relating to the refinancing
                            of The Cosmopolitan at Mears Park, LLC Mortgage
                            Debt.
                       
                       I.   Promissory  Note between the Cosmopolitan at
                            Mears  Park, LLC and Heller Financial,
                            Inc., dated March 20, 1996.
                            
                       II.  Mortgage,  Assignment of Rents  and
                            Security Agreement between the Cosmopolitan
                            at  Mears Park,  LLC and Heller Financial,
                            Inc.,  dated March 20, 1996.
                            
                       III. Letter  Agreement between Patrick Carney
                            and Heller Financial regarding Personal
                            Liability for  carve-outs to non-recouse
                            language dated March 20, 1996.
                            
             10 (bb)   Settlement Agreement of the
                       Amended Construction  Loan  to Portland Lofts
                       Associates,
                       L.P.,  (Amended Construction Loan Agreement  filed
                       as Exhibit No. 10(m) to the Partnership's Form 10K
                       as of December 31, 1992).
                       
             10 (cc)   Documents  relating   to   the
                       refinancing of the Portland Lofts Associates, L.P.
                       Mortgage Debt, (all dated as of June 20, 1996).

                       I.   Promissory   Note  between   Portland   Lofts
                            Associates, L.P. and Bank of America Oregon.

                       II.  The  Standing Loan Agreement between Portland
                            Lofts  Associates, L.P. and Bank  of  America
                            Oregon.
                            
                       III. The  Deed of Trust, with Assignment of Rents,
                            Security Agreement and Fixture Filing between
                            Portland Lofts Associates, L.P. and  Bank  of
                            America Oregon.
                            
                       IV.  The Payment Guaranty between Joseph W. Angel,
                            II and Bank of America Oregon.
                            
                       V.   The  Payment Guaranty between Lynne I.  Angel
                            and Bank of America Oregon.

           10  (dd)    Promissory Note between Portland
                       Loft  Associates, L.P. and Joseph Angel and  Lynne
                       Angel, dated December 18, 1996.
                       
           22          List  of  Investee  Partnerships  (filed  as
                       Exhibit  No. 22 to the Partnership's Form 10-K  as
                       of  December 31, 1989 and incorporated  herein  by
                       this reference).
               
            28(ii)(a)  Pages  13-25, 28-36 and  36-39  of  the
                       Partnership's Prospectus dated December  19,  1988
                       (filed with the Commission pursuant to Rule 424(b)
                       on January 5, 1989 and incorporated herein by this
                       reference).
                       
                       
                       
            28(ii)(b)  Supplement No. 1 to  the  Partnership's
                       Prospectus dated January 20, 1989 (filed as a part
                       of   Post-Effective  Amendment  No.   1   to   the
                       Partnership's Registration Statement on Form S-11,
                       File No. 33-24129, and incorporated herein by this
                       reference).
                       
            28(ii)(c)  Supplement No. 2 to  the  Partnership's
                       Prospectus dated June 30, 1989 (filed as  part  of
                       Post-Effective   Amendment   No.    2    to    the
                       Partnership's Registration Statement on Form S-
                       11, File  No. 33-24129 and incorporated herein
                       by this reference).
                       28(ii)(d)  Supplement No. 3 to  the
                       Partnership's Prospectus dated July 25, 1989
                       (filed as a part of Post-Effective   Amendment
                       No.    2    to    the Partnership's Registration
                       Statement on Form S-11, File No. 33-24129, and
                       incorporated herein by this reference).
          
            28(ii)(e)  Supplement No. 4 to  the
                       Partnership's Prospectus  dated September 13,
                       1989 (filed  as  a part  of  Post-Effective
                       Amendment No.  2  to  the Partnership's
                       Registration Statement on Form S-11,
                       File No. 33-24129, and incorporated herein by
                       this reference).

            28(ii)(f)  Supplement No. 5 to  the


                         Partnership's Prospectus  dated September 19,


                         1989 (filed  as  a part  of  Post-Effective


                         Amendment No.  2  to  the Partnership's


                         Registration Statement on Form S-11, File No. 33-


                         24129, and incorporated herein by this


                         reference).


                         


                         


                         


                         


                         


                         


        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                           FINANCIAL STATEMENTS

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

                                    

                                    

                                    

                                    

                        ANNUAL REPORT ON FORM 10-K

                   Items 14 (a)  (1) and (2) and 14 (d)








                       INDEX TO FINANCIAL STATEMENTS









Page Financial Statements of Historic Preservation
 Properties 1989 Limited Partnership

  Independent Auditors' Report                                      F-3
  Balance Sheets as of December 31, 1996 and 1995                   F-4
  Statements of Operations for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-5
  Statements of Changes in Partners' Equity (Deficit) for the
   Years Ended December 31, 1996, 1995 and 1994                     F-7
  Statements of Cash Flows for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-8
  Notes to Financial Statements                                     F-10
  Independent Auditors' Report on Accompanying Information          F-25
  Financial Statement Schedule
   Real Estate and Accumulated Depreciation Held
    Directly and by Investee Entities                               F-26
Financial Statements of The Cosmopolitan at Mears Park, LLC
 (the St. Paul, Minnesota
 Investee Entity)

  Independent Auditors' Report                                      F-29
  Balance Sheet as of December 31, 1996                             F-30
  Statement of Operations for the Period
   March 15, 1996 (Inception) through December 31, 1996             F-31
  Statement of Members' Equity (Deficit) for the
   Period March 15, 1996 (Inception) through December 31, 1996      F-32
  Statement of Cash Flows for the Period
   March 15, 1996 (Inception) through December 31, 1996             F-33
  Notes to Financial Statements                                     F-35
              

            INDEX TO FINANCIAL STATEMENTS (Continued)
                                   
                                   
                                   

Page Financial Statements of Portland Lofts Associates
 Limited Partnership (the Portland, Oregon
 Investee Partnership)

  Independent Auditors' Report                                      F-40
  Balance Sheets as of December 31, 1996 and 1995                   F-41
  Statements of Operations for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-42
  Statements of Changes in Partners' Equity for the
   Years Ended December 31, 1996, 1995 and 1994                     F-43
  Statements of Cash Flows for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-44
  Notes to Financial Statements                                     F-46


Financial Statements of 402 Julia Street Associates
 Limited Partnership (the New Orleans, Louisiana
 Investee Partnership)

  Independent Auditors' Report                                      F-54
  Balance Sheet as of December 31, 1996 and 1995                    F-55
  Statements of Operations for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-56
  Statements of Changes in Partners' Equity (Deficit) for the
   Years Ended December 31, 1996, 1995 and 1994                     F-57
  Statements of Cash Flows for the Years Ended
   December 31, 1996, 1995 and 1994                                 F-58
  Notes to Financial Statements                                     F-59


                      INDEPENDENT AUDITORS' REPORT
                                    
The Partners
Historic Preservation Properties 1989 Limited Partnership
Quincy, Massachusetts

We  have  audited  the accompanying balance sheet of Historic
Preservation Properties  1989 Limited Partnership (the Partnership) as of 
December 31, 1996.   This financial statement is the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
this  financial statement based on our audit.

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

Because  we were not engaged to audit the balance sheet as of December
31, 1995,  or  the  statements  of  operations,  changes  in  partners'
equity (defiency)  and  cash flows for each of the years in the three-
year  period ended  December  31,  1996, we did not extend our  auditing
procedures  to enable  us  to  express  an opinion on the financial
position  of  Historic Preservation Properties 1989 Limited Partnership
as of December 31, 1995 or the  results of its operations and cash flows
for each of the years in  the three-year  period  ended December 31,
1996.  Accordingly,  we  express  no opinion on them.

In  our  opinion,  the  balance sheet referred to in  the  first
paragraph presents  fairly,  in  all  material respects, the  financial
position  of Historic  Preservation Properties 1989 Limited Partnership
as  of  December 31, 1996, in conformity with generally accepted
accounting principles.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.

Providence, Rhode Island
February, 21, 1997


           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED

                   PARTNERSHIP BALANCE SHEETS

                    DECEMBER 31, 1996 AND 1995

                                ASSETS
                                                    1996           1995
                                                              (Unaudited)
INVESTMENT IN REAL ESTATE
 Building and improvements                    $         -    $15,922,298
 Land and land improvements                             -      1,171,079
 Furniture and equipment                                -        526,875
                                           
                                                             $17,620,252
 
Accumulated depreciation                                -     (2,853,348)
                                      
                                                        -     14,766,904

INVESTMENTS IN INVESTEE ENTITIES                4,097,336      3,923,802
 Less reserve for realization of investments
      in Investee Entities                     (3,469,267)    (3,469,267)
                                                  628,069        454,535

CASH, AND CASH EQUIVALENTS including $542,088 of
  restricted cash in 1995                         163,316        788,602

DEFERRED EVALUATION AND ACQUISITION COSTS, net of
 accumulated amortization (1995, $186,640)              -      1,057,739
OTHER ASSETS                                      101,155         92,939

                                                 $892,540    $17,160,719

                    LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
 Mortgage payable                              $        -    $17,579,606
  Less discount on mortgage payable                     -     (1,059,719)
                                                        -    $16,519,887
 Accounts payable                                   3,734          5,366
 Accrued expenses and other liabilities            42,110        262,618
  Total liabilities                                45,844    $16,787,871

COMMITMENTS AND CONTINGENCIES (Notes 4, 5 and 6)

PARTNERS' EQUITY:
 Limited Partners' equity - Units of Investor Limited
 Partnership interest, $1,000 stated value per
 Unit - Issued and outstanding 26,588 units      1,069,565       600,455
 General Partner's deficit                        (222,869)     (227,607)
  Total partners' equity                           846,696       372,848


                                              $    892,540   $17,160,719

      HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                        STATEMENTS OF OPERATIONS

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

                                (UNAUDITED)

                                      1996          1995           1994
REVENUE:
  Rental income                    $  533,027    $2,043,734   $1,975,795
  Interest and other income            19,368       120,957      212,626

                                      552,395     2,164,691    2,188,421
EXPENSES:
  Operating and administrative        141,861       120,242      101,985
  Professional fees                    35,536        11,549       70,556
  Depreciation and amortization       124,804       524,903      513,745
  Property operating expenses:
   Other property operating            57,709       313,375      286,976
   Management fees                     21,940        86,771       83,630
   Repairs and maintenance             52,728       192,568      208,582
   Utilities                           84,691       302,788      309,112
   Real estate taxes                   85,698       330,492      322,640
   Insurance                            7,295        30,150       29,629

                                      612,262     1,912,838    1,926,855

PROVISION FOR IMPAIRMENT OF REAL
  ESTATE                           (8,437,963)            -            -

INCOME (LOSS) FROM OPERATIONS      (8,497,830)      251,853      261,566

INTEREST EXPENSE                     (508,073)   (2,163,677)  (1,638,696)
EQUITY IN INCOME (LOSS)
  OF INVESTEE ENTITIES                297,734       (16,186)     (14,797)
NET LOSS BEFORE EXTRAORDINARY GAIN (8,708,169)   (1,928,010)  (1,391,927)
EXTRAORDINARY GAIN ON
  EXTINGUISHMENT OF DEBT            9,182,017              -           -

NET INCOME (LOSS)                   $ 473,848    $(1,928,010)$(1,391,927)

NET INCOME (LOSS) ALLOCATED
  TO GENERAL PARTNER                $   4,738      $ (19,280)   $(13,919)

         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                   STATEMENTS OF OPERATIONS (CONTINUED)

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

                               (UNAUDITED)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                     1996           1995          1994
NET INCOME (LOSS) ALLOCATED
  TO LIMITED PARTNERS              $ 469,110     $(1,908,730)$(1,378,008)

NET INCOME (LOSS) PER UNIT OF
  INVESTOR LIMITED PARTNERSHIP
  INTEREST, BASED ON 26,588 UNITS
  ISSUED OUTSTANDING

  LOSS BEFORE EXTRAORDINARY GAIN     (324.25)         (71.79)     (51.83)

  EXTRAORDINARY GAIN                  341.89               -           -

  NET INCOME (LOSS)                    17.64     $    (71.79)    $(51.83)









         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

            STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND
                                1994 (UNAUDITED)
                                
                                
                                
                                
                                
                                
                                
                                
                       Units of
                       Investor    Investor   General
                       Limited     Limited    Partner's
                       Partnership Partners'  Equity
                       Interest    Equity     (Deficiency)    Total

BALANCE,
  December 31, 1993    26,588    $3,887,193  $ (194,408)  $3,692,785
   Net loss                 -    (1,378,008)    (13,919)  (1,391,927)

BALANCE,
  December 31, 1994     26,588    2,509,185    (208,327)   2,300,858

   Net loss                 -    (1,908,730)    (19,280)  (1,928,010)

BALANCE,
  December 31, 1995     26,588      600,455     (227,607)    372,848

  Net Income                -       469,110        4,738     473,848
BALANCE,
  December 31, 1996     26,588   $1,069,565   $ (222,869)  $ 846,696

                                 

         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         STATEMENTS OF CASH FLOWS

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

                               (UNAUDITED)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                           1996         1995       1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                     $  473,848  $(1,928,010)$(1,391,927)
  Adjustments to reconcile net income
     (loss) to net cash provided by (used in)
     operating activities:
  Depreciation and amortization            124,804      524,903     513,745
  Amortization of discount on note
     payable                               233,893      930,442     296,356
  Provision for impairment of real estate
     at transfer of ownership interest in
     real estate to investee entity      8,437,963            -           -
  Extraordinary gain on extinguishment
     of debt                            (9,182,017)           -           -
  Deferred interest expense added to
     principal of mortgage payable          78,237      394,087     611,252
  Equity in (Income) loss of
     investee entities                    (297,734)       6,186      14,797
  Increase (decrease) in accrued
     expenses and other liabilities         88,719       (9,595)     60,331
Increase (decrease) in accounts payable     (1,632)     (18,110)     20,618
  (Increase) decrease in other assets      (23,306)      10,701       4,807
      Net cash provided by (used in)
        operating activities               (67,225)     (79,396)    129,979

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to building and improvements         -      (16,369)          -
  Purchase of furniture and equipment       (2,694)      (2,349)          -
  Decrease in due from investee
   partnerships                                  -        3,000       1,522
Cash payment at transfer of ownership
   interest in investment in real estate
   to investee entity                     (679,567)           -           -
  Cash distributions from investee
   entities                                124,200            -           -
      Net cash provided by (used in)
        investing activities              (558,061)     (15,718)      1,522



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                   STATEMENTS OF CASH FLOWS (CONTINUED)

           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                (UNAUDITED)
                                
                                

                                           1996         1995        1994
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payment on mortgage
    note payable                                 -  (1,310,625)         -
  Payment of deferred financing fees             -     (19,593)         -
  Cash used in financing activities              -  (1,330,218)         -

NET INCREASE (DECREASE) IN CASH          (625,286)  (1,425,332)   131,501

CASH, BEGINNING OF YEAR                   788,602    2,213,934  2,082,433

CASH AND CASH EQUIVALENTS, END OF YEAR  $ 163,316    $ 788,602 $2,213,934

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                $ 301,349    $ 832,170   $731,291


NON-CASH INVESTING ACTIVITY

      On  March  15,  1996, Historic Preservation Properties  1989
Limited Partnership  contributed  the  following  assets  and
liabilities  to  The Cosmopolitan at Mears Park, LLC:

        Land                                                   $1,009,000
        Building and improvements                               6,074,104
        Furniture and equipment                                   200,994
        Cash and cash equivalents                                 144,633
        Cash, security deposits                                    94,093
        Real estate tax escrow                                    168,416
        Rent receivable                                             6,533
        Deferred financing fees                                   233,397
        Mortgage note payable                                  (7,650,000)
        Accounts payable and accrued expenses                    (184,799)
        Security deposits                                         (96,371)









(1)  Organization

     Historic Preservation Properties 1989 Limited Partnership (HPP'89)
was formed  on  September  1, 1988 under the Delaware Revised  Uniform
Limited Partnership  Act.   The  purpose of HPP'89 is to invest  in  a
diversified portfolio  of  real  properties, for which certain costs of
rehabilitation have qualified for rehabilitation tax credits
(Rehabilitation Tax Credits).


      Boston  Historic Partners Limited Partnership (BHP), a
Massachusetts limited  partnership,  is the general partner of HPP'89,
and  officers  of Boston  Capital Planning Group, Inc. (BCPG), an
affiliate of BHP, were  the initial  limited partners of HPP'89.  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'89 were paid by BHP.  On May 3, 1989, the  first
Limited Partners were admitted to HPP'89 and operations commenced.

     The Amended and Restated Agreement of Limited Partnership
(Partnership Agreement)  of HPP'89 generally provides that all net
profits, net  losses, tax                           credits  and  cash
distributions of  HPP'89  from  normal  operations
subsequent to admission of Limited Partners shall be allocated 99%  to
the Limited  Partners  and  1%  to BHP.  Proceeds from  sales  or
refinancings 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'89 on or prior to certain specified dates.

(2)  General Partner - BHP

   BHP  was  formed  in  November 1986 for the  purpose  of  organizing,
syndicating  and managing publicly offered real estate limited
partnerships (Public  Rehabilitation Partnerships).  As of December 31,
1996,  BHP  had established three such partnerships, including HPP'89.

(3)  Summary of Significant Accounting Policies

     Investments in Investee Entities

          HPP'89 accounts for its investments in its four investee
entities (Investee  Entities) under the equity method. In general, under
the  equity method  of accounting for investments, the investment is
recorded  at  cost and  the  current  allocable portion of earnings
(losses)  of  an  Investee Partnership  is  recorded  as income (loss)
with a  corresponding  increase (decrease) to the investment account.



(3)  Summary of Significant Accounting Policies (Continued)

     Investments in Investee Entities (Continued)

      Distributions  received are recorded as reductions to the
investment account.  Expenditures  attributable  to  HPP'89's
investments  (primarily evaluation  and  acquisition  fees  and interest
expense  incurred  during construction  periods) are treated as
additional investment basis  and  are amortized on a straight-line basis
over the estimated life of the  investee assets (40 years).

     Use of Estimates

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

     Investment in Real Estate and Depreciation

      Investment  in  real estate was held for lease  and  stated  at
cost through  the  date of contribution to TCAMP (see Note 4).
Depreciation  was computed on a straight-line basis over 40 years for
real property and  over seven years for personal property.

     Cash, Cash Equivalents and Concentration of Credit Risk

      HPP'89  considers all highly liquid investments with  a  maturity
of three  months or less when purchased as cash equivalents December 31,
1996, cash equivalents totaled $140,000.

      At  December 31, 1996 and 1995, HPP'89 had approximately $63,000
and $526,000 (unaudited), respectively, of cash and cash equivalents in a
bank in excess of amounts insured by the Federal Deposit Insurance
Corporation.

     Deferred Evaluation and Acquisition Costs

      Expenditures related to the direct purchase of real estate  had
been capitalized  and  were being amortized on a straight-line  basis
over  the estimated  life  of  real  property (40 years)  through  the
date  of  the contributions of real estate to TCAMP (see Note 4).





(3)  Summary of Significant Accounting Policies (Continued)

     Income Taxes

       No  provision  (benefit)  for  income  taxes  is  reflected  in
the accompanying  financial  statements of  HPP'89.   Partners  of
HPP'89  are required  to report on their tax returns their allocable
share  of  income, gains, losses, deductions and credits determined on a
tax basis.

     Rental Income

      Until  March  15, 1996, HPP'89 had a direct ownership interest  in
a property  located  in  St. Paul, Minnesota (see Note  4).   Revenues
under annual operating leases from that property were recorded when due.

(4)  Investments  in  Investee  Entities and Real Estate;  Commitments
     and Contingencies

      During  1989, HPP'89 acquired general partnership interests in
three Investee  Entities, as well as a direct interest in a property
located  in St.  Paul,  Minnesota.   Each such Investee Entity  placed  a
property  in service in December 1989 and commenced initial leasing
activity.

      As  discussed below, in March 1996, HPP'89 contributed land,
building and  improvements  and  furniture and equipment  related  to
its  property located  in  St. Paul, Minnesota (the Cosmopolitan
Building),  and  certain other
assets  and liabilities, to a limited liability company  for  a  50%
ownership interest in the Investee Entity.

       HPP'89's  current  allocable percentage of operating  income
and/or losses in  the Investee Entities ranges from 50%  to  99%.  Each  of  the
Investee Entities' agreements is different but, in general, provides for
a sharing  of management duties and decisions among HPP'89 and the
respective local general partners or other managing members, and certain
priorities to HPP'89 with respect to return on and return of invested  capital.
Significant  Investee Entity decisions require the approval of both
HPP'89 and  the local general partners or other maintaining members.  In
addition, each  Investee  Entity has entered into various agreements with
its  local general  partners or members, or their affiliates, to provide
development, management  and  other services, for which the local
general partners or other members (or their affiliates), are paid fees by the 
respective Investee Entity.

        Following  is  summary  of information  regarding  the  Investee
Entities and HPP'89's investments therein:

      Jenkins  Court Associates Limited Partnership (Jenkins  Court)  is
a Delaware  limited  partnership  formed on December  20,  1988  to
acquire, construct,  rehabilitate, operate and manage a 144,000 net
rentable square foot five-story building and 30,000 net rentable square feet
of new retail

(4)  Investments  in  Investee  Entities and Real Estate;  Commitments
     and Contingencies (Continued)
     
space, including storage areas and parking facilities, located at Old
York Road and Rydal Road, Jenkintown Borough, Pennsylvania.

      HPP'89  contributed $6,563,064 through the date  of  Jenkins
Court's Chapter  11 filing (see below) to the capital of Jenkins Court
and  had  a general partnership interest therein.  HPP'89's investment in
Jenkins Court represented  approximately  36%  of  the  aggregate  amount
which   HPP'89 originally  contributed  to  the capital of  its  three
Investee  Entities acquired  during  1989  and  to  purchase  its  direct
interest  in the Cosmopolitan Building.

     Due to slow leasing activity, Jenkins Court had difficulty making
debt service payments on its construction loan since the origin of its
loan.  In July  1992, Jenkins Court and the lender entered into an
agreement by which the  construction  loan  was bifurcated into two notes
and  a  substantial amount  of accrued interest, late fees and extension
fees was forgiven.  In June  1993, the lender extended the maturity date
of the notes to June  15, 1994.

      Management of Jenkins Court was negotiating with the lender to
extend the  notes  to  June 15, 1995. On September 30, 1994, the lender
sold  the notes to a real estate investment entity, who became the new
holder of  the notes. Management of Jenkins Court entered negotiations
with the new holder to  extend  or restructure the notes. On November 23,
1994, the new  holder presented  a  demand for payment in full of the
balance of  the  notes  and accrued  interest  thereon. On November 23,
1994,  Jenkins  Court  filed  a petition  for  relief under Chapter 11 of
the federal  bankruptcy  laws  in United States Bankruptcy Court for the
jurisdiction of the Eastern District of Pennsylvania. Under Chapter 11,
certain claims against the Jenkins Court in  existence prior to the
filing of the petition for relief under  federal bankruptcy  laws  were
stayed  while  Jenkins  Court  continued business
operations as Debtor-in-Possession. Although the acceptance of  a  plan
of reorganization  through  the  bankruptcy proceeding  was  highly
unlikely, Jenkins  Court had achieved a short-term goal of maximizing the
vesting  of the majority of its remaining tax credits on June 30, 1995.

     On August 31, 1995, Jenkins Court and the mortgage holder entered
into a settlement agreement to resolve the bankruptcy litigation. As part
of the settlement agreement, Jenkins Court transferred the deed and title
to  the property  to  the  mortgage holder in lieu of foreclosure
proceedings.  The mortgage holder agreed to release Jenkins Court and its
guarantors for  the entire  indebtedness  and Jenkins Court received
$25,000  to  pay  certain professional fees incurred during the
bankruptcy proceedings. The  transfer of  deed  and  title of the
property to the mortgage holder resulted  in  a recapture  of
Rehabilitation Tax Credits in 1995 of $44,451 (unaudited)  to HPP'89,  of
which $44,007 was allocated to the Limited Partners of  HPP'89. Tax
credits allocated to the Limited Partners of HPP'89 totaling $2,758,113
(unaudited)

(4)   Investments  in  Investee Entities and Real Estate;  Commitments and
Contingencies (Continued)

were  vested  on or before June 15, 1995.  Therefore, 98.4% (unaudited)
of the  Limited  Partners' tax credits were vested prior to the  loss  of
the property.

      Although Jenkins Court no longer owns its investment property and
no longer  has  property operations after August 31, 1995, the  Jenkins
Court partnership  will  remain  in existence until  the  resolution  of
certain partnership   assets   and   liabilities.   Partnership   assets include
approximately $312,000 of unsecured receivables from the developer and
its affiliates  which  have been fully reserved for as of  December  31,
1996;partnership liabilities include approximately $94,000 of trade payables
which have  been fully reserved for as of December 31, 1996  since  HPP'89
does  not  believe such amount will be recourse to HPP'89,  as  well  as
a $250,000  default loan and accrued interest thereon which had been
provided by  HPP'89  and  secured  by the developer's interest  in  an
unaffiliated limited partnership.

      Since  the  fourth quarter of 1990, HPP'89 had reserved  against
its investment  in Jenkins Court, reducing such investment to zero due
to  the substantial doubt that Jenkins Court would continue as a going
concern. Due to  Jenkins  Court's  foreclosure in 1995, HPP'89's investment
In Jenkins Court and its corresponding reserve, both totaling $5,471,055,  were
eliminated from the balance sheet as of December 31, 1995.

      HPP'89  might  be  liable as a general partner of Jenkins  Court
for certain  trade creditor claims outstanding prior to the Chapter 11
petition that are not paid by Jenkins Court or the developer general
partner.

      402  Julia  Street  Associates Limited Partnership(402  Julia)  is
a Delaware limited partnership formed on July 25, 1989 to acquire,
construct, rehabilitate, operate and manage a 19,000 square foot site and
the building situated thereon and to rehabilitate the building into 24
residential units and  approximately  3,500  net rentable square  feet
of  commercial  space located  thereon at 402 Julia Street, New Orleans,
Louisiana.  At  December 31, 1996, 402 Julia had leased 100% of its
residential units and commercial space.

     HPP'89 originally contributed $775,000 to the capital of 402 Julia
and owns  a  general partnership interest therein. HPP'89's original
investment in  402  Julia  represented approximately 4% of the aggregate
amount  which HPP'89  has  contributed  to  the capital of its  three
Investee  Entities acquired  in  1989 and to purchase its direct interest
in the  Cosmopolitan Building.

       On  September  16,  1993,  HPP'89  sold  one-third  of  its
general partnership  interest  in 402 Julia to the developer  general
partner  for $185,000. HPP'89's percentage of interest in 402 Julia was
thereby  reduced from  98%  to  65%.  The terms of the sale required an
initial  payment  of $100,000,  which  was  received  in September  1993,
and  requires  annual payments  of $3,500 through 2016 and a final
payment of $4,500 in  2017.  A total of $74,500 remains uncollected as of


(4)   Investments  in  Investee Entities and Real Estate;  Commitments
      and Contingencies (Continued)

December  31,  1996 and is secured by the interest sold  to  the
developer general  partner. The sale transaction did not generate any
Investment  Tax Credit recapture.

           HPP'89 recorded a net loss of $3,327 as well as amortization
of $3,252 in 1996, from the 402 Julia Investment.

      Portland Lofts Associates Limited Partnership (Portland Lofts)  is
a Delaware limited  partnership  formed  on  August  8,  1989  to
acquire, construct, rehabilitate, operate and manage three buildings containing
107 residential units including ground floor space useable as either
commercial space or as home/studio space for artists, located at 555 
Northwest Park Avenue in Portland,Oregon. At December 31, 1996, Portland
Lofts had leased approximately 87% of its residential units and approximately
81% of its net rentable commercial space.

     HPP'89 contributed $3,820,000 through December 31, 1996 to the
capital of  Portland  Lofts  and   owns  a  general partnership  interest
therein. HPP'89's investment in Portland Lofts represents approximately 21%  of
the aggregate amount which HPP'89 originally contributed to the capital
of  its three  Investee  Entities  acquired in 1989  and  to  purchase
its  direct interest in the Cosmopolitan Building.
     
     Portland Lofts' $6,800,000 construction loan matured on March 1, 1992.
On June 30, 1992, Portland Lofts refinanced the construction loan through
a variable  rate mortgage note maturing on April 1, 1997.  In July 1993,
the mortgage loan and a $550,000 unsecured note were purchased by a real
estate investment  entity  (the  new holder).  The new  holder  claimed
that  the unsecured  note matured on March 1, 1992 and that a default for
non-payment of  the  unsecured  note constituted a default of the
mortgage  note.   On October 7, 1994, the new holder demanded full
payment of the unsecured note by  November 10, 1994. On November 11,
1994, the new holder filed  judicial foreclosure  proceedings  against
Portland Lofts  for  non-payment  of  the unsecured note. Portland Lofts
successfully contested through the court the right of the current holder
to foreclose on the property.

(4)   Investments  in  Investee Entities and Real Estate;  Commitments and
      Contingencies (Continued)


      On  June  30, 1995, Portland Lofts extended the maturity  date  of
a $400,000  note  payable which matured on February 28, 1994,  and  which
is secured  by  the  developer  general partner's  interest  in  an
unrelated property.  The note payable was  originally extended until
December 31, 1995,  with  options to further extend for five additional
successive  one year periods, and has been further extended through
December 31, 1996.

      On  May  21, 1996, Portland Lofts and the new holder entered  into
a Settlement  Agreement (the Agreement) to resolve the claims concerning
the mortgage  note and the $550,000 unsecured note (the Notes).
According  to the  Agreement,  Portland Lofts was allowed, until July 31,
1996,  to  pay $5,400,000 to the new holder in full satisfaction of the
Notes.

      On June 20, 1996, Portland Lofts issued a promissory mortgage note
to a   bank  in  the amount of $5,625,000 and a promissory note to one
of its general  partners in the amount of $340,000 to provide sufficient funds
to pay  in  full  the  $5,400,000 settlement amount with the new  holder,
the $400,000  note  payable  and all related closing  costs.   The
transaction resulted in an extraordinary gain on extinguishment of debt
of $1,656,579.

      In 1990, HPP'89 had reserved against its investment in Portland
Lofts reducing such investment to zero due to the substantial doubt that
Portland Lofts  may  not be able to continue as a going concern.  Due  to
the  debt settlement  and  refinancing  completed in June  1996,
Portland  Lofts  is expected to continue as a going concern. Generally,
under the equity method of  accounting, an investment may not be carried
below zero.   Accordingly, since  the  Portland Lofts Investment was
fully reserved  for,  HPP'89  had cumulative   unrecorded  losses  of
$1,325,926  at  December  31,1995. Principally a result of the extraordinary 
gain on extinguishment  of debt, Portland  Lofts  generated  net income of
$1,547,514  for  the year ended December 31,1996 of which HPP'89 has been 
allocated $1,532,039. Consequently,  HPP'89 was able to recover all of its 
cumulative unrecorded losses  from  Portland  Lofts  and recognize  income  in
equity  from  its investment in Portland Lofts of $206,113 before
distributions and after the recovery of cumulative unrecorded losses.


(4)   Investments  in  Investee Entities and Real Estate;  Commitments
      and Contingencies (Continued)

      The  Cosmopolitan  at Mears Park, LLC (TCAMP) On December  18,
1989, HPP'89 acquired the Cosmopolitan Building containing 255
residential  units and  approximately 1,700 square feet of commercial
space.  The building was renovated,  and  certain renovation costs qualified 
for Rehabilitation Tax Credits.   HPP'89 purchased the Cosmopolitan Building
for  one dollar  and assumed  mortgage  indebtedness  with a  face  value  of
$22,500,000.In accordance  with the terms of the Purchase and Sale Agreement,
HPP'89 paid $5,000,000  at  the  closing  which was used to  repay  a  portion
of  the outstanding mortgage loan principal.

      The Cosmopolitan Building was originally recorded at the net
purchase price of the net indebtedness assumed by HPP'89 plus the amount
paid at the closing.   Subsequent  improvements  were  recorded  at
cost. HPP'89's investment  in The Cosmopolitan Building represented 
approximately  39% of the aggregate amount which HPP'89 originally
contributed to the capital  of its  three  Investee Entities acquired in 
1989 and to purchase  its  direct interest in the Cosmopolitan Building.

       Effective  March  15,  1996,  HPP'89  contributed  the
Cosmopolitan Building,  and  certain other assets and liabilities, to
TCAMP  (a  Limited Liability  Company)  for a 50% ownership interest.
Concurrently,  another member  contributed  $650,000 cash to TCAMP for a
50%  ownership  interest. Simultaneously, TCAMP issued a mortgage note in
the amount  of  $7,000,000, the proceeds of which along with the $650,000
contributed cash were used to settle  in  full HPP'89's mortgage note
payable related to the Cosmopolitan Building.             The  fair value
of the Cosmopolitan Building and  other  assets contributed   by   HPP'89 
approximated  the  fair  value  of liabilities transferred  to TCAMP by HPP'89
and the amount paid by TCAMP to  settle in full  HPP'89's mortgage note
payable related to the Cosmopolitan Building. This  transaction resulted in
a provision for impairment of real estate  of $8,437,963  to  recognize  a
reduction  to  fair  value at  the  date  of contribution  to TCAMP and an
extraordinary gain on debt extinguishment  of $9,182,017 to recognize the
difference between the amount outstanding under the  mortgage payable and 
the amount accepted by the lender from  TCAMP  in full  settlement.
Distributions from TCAMP to HPP'89 and the other members are  subject  to 
the order of distributions as specified in  the  Operating Agreement  of  
TCAMP. To the  extent that HPP'89  accumulates  operating reserve amounts
greater than $140,000 at the end of any fiscal year, HPP'89 is  required  to
contribute to TCAMP, such excess  amounts  as  additional capital
contributions.

      HPP'89  recorded  net  income of $32,334 and  cash  distributions
of $98,200  for  the year ended December 31, 1996, from the TCAMP
Investment. Distributions  in  excess  of  net  income  and  HPP'89's
original  equity investment  totaling $65,866 were recorded as equity
income  from  Investee Entities for the year ended December 31, 1996.


(4)   Investments  in  Investee Entities and Real Estate;  Commitments
      and Contingencies (Continued)


     HPP'89's investments in the Investee Entities at December 31, 1996
and 1995 are summarized as follows:


Cumulative:                                      1996         1995
                                                          (Unaudited)

Investments and advances made in cash         $4,845,000    $4,845,000
Evaluation and acquisition costs                 835,709       835,709
Interest capitalization and other costs           39,615        39,615
Equity in losses of Investee Partnerships     (1,213,944)   (1,514,930)
Reserves for realization of investments       (3,469,267)   (3,469,267)
Amortization of certain costs                    (43,224)       39,972)
Distributions received from Investee            (124,200)            -
Sale of one third interest of Investee
  Partnership                                   (241,620)     (241,620)
                                    
                                               $ 628,069      $454,535

      The  above summary of HPP'89's investments in Investee Entities  does
not  include  the  investment  in Jenkins Court  and  accumulated
activity thereon as of December 31, 1995.

      The  equity in income(losses) of Investee Entities reflected  in
the accompanying statements of operations includes allocated income of
$300,986 for  the  year  ended  1996 and losses of $12,934 (unaudited)
and  $11,545 (unaudited)  for the years ended December 31, 1995 and 1994,
respectively, and      annual  amortization of certain costs of $3,252,
for the  years  ended December 31, 1996, 1995 and 1994.


(4)  Investments  in  Investee  Entities and Real Estate;  Commitments
     and  Contingencies (Continued)

      Summary combined balance sheets of the four Investee Entities  as
of December  31, 1996 and 1995, and summary combined statements of
operations for the years ended December 31, 1996, 1995 and 1994 are as
follows:



                       COMBINED BALANCE SHEETS

                                 ASSETS
                                                  1996        1995
                                                           (Unaudited)
Buildings and improvements, net of accumulated
 depreciation of $2,350,515 and $1,882,175 in
 1996 and 1995, respectively                  $16,382,387  $10,504,702
Land                                            2,041,326    1,032,326
Other assets, net of accumulated amortization
 of $ 47,543 and $55,591 in 1996 and 1995,
   respectively                                   722,333      358,154
Cash                                              296,895      101,744

    Total  assets                             $19,442,941  $11,996,926



                     LIABILITIES AND PARTNERS' EQUITY


Liabilities:
 Mortgage and notes payable                   $13,564,967  $  7,568,023
 Other liabilities                                741,195     1,817,191

  Total liabilities                            14,319,162     9,385,214

Partners' equity:
     HPP'89                                     3,629,067     1,748,575
Other partners                                  1,494,712       863,137
                                  
  Total partners' equity                        5,123,779     2,611,712
   Total liabilities and partners' equity     $19,442,941   $11,996,926


Members  Equity  in TCAMP has been classified as partners'  equity  in
the combined balance sheets.


4)   Investments  in  Investee Entities, and Real  Estate  Commitments
     and  Contingencies (Continued)


                 COMBINED STATEMENTS OF OPERATIONS

                                   1996          1995         1994
                               (Unaudited)   (Unaudited)
(Unaudited) Revenue:
  Rental revenue                $2,959,725   $2,635,084   $3,726,567
  Interest and other income        651,311       92,415       98,260
                                 3,611,036    2,727,499    3,824,827
Expenses:
  Interest expense               1,248,150      821,471    2,118,563
  Depreciation and amortization    548,737    1,017,302    1,488,679
 Operating expenses              1,404,210    1,075,333    1,527,662
   Loss on transfer of property          -    1,142,247            -

                                 3,201,097    2,914,106    5,134,904

Net income (loss) before
   extraordinary gain              409,939     (186,607)  (1,310,077)

Extraordinary gain on
  extinguishment of debt         1,656,579            -       57,130

Net  income  (loss)             $2,066,518  $(1,328,854) $(1,252,947)

Net income (loss) allocated to
  HPP'89                        $1,997,503  $(1,266,194) $(1,190,951)

Net income (loss) allocated to
  other  partners               $   69,015  $   (62,660) $   (61,996)



The  net  loss  before extraordinary gain for the year ending December
31, 1995  includes  operating  income from Jenkins Court   of  $74,608
through August 31, 1995, the date of transfer of the property.

(5)  Mortgage Payable and Restricted Cash

       The  mortgage  HPP'89  assumed  relating  to  its  purchase  of
the Cosmopolitan Building had an original maturity date of December 18,1
999.
      For  the  first  36  months, interest due was at the  lesser  of
the contract  interest rate (principal outstanding at 7% interest) or net
cash flow, as defined under the note. During the 37th month through the
maturity of  the note, interest was due at the contract interest rate. To
the extent that  contract  interest  exceeded net cash  flow  during  the
37th  month (January  1993) through the maturity of the note, such
amounts accrued  and were  added  to  the principal balance (Additional
Principal).  The  entire unpaid principal balance, including Additional
Principal, contract interest and  Contingent  Interest,  as defined, was
due and  payable  at  maturity. Contract interest due from January 1,
1996 through   March 15, 1996,   and   for  the     year   ended
December  31,  1995  totaled  $273,618,  and  $1,233,236
(unaudited)  respectively,  of which $78,237  and  $394,087,
respectively, exceeded  net  cash flow and was added to the principal
balance.  Net  cash flow  due for the year ended December 31, 1995
(unaudited) totaled $864,995 and  for the period January 1, 1996 to March
15, 1996 totaled $169,535  and was  paid  in  full as of March 15, 1996.
As of December 31, 1995  interest payable totaled $105,957.

      In  December  1992, the Cosmopolitan's original mortgage  lender
was purchased  by Mellon Bank, N.A., referred to as the holder. The
holder,  as of  December 31, 1995, continued to service the mortgage loan
and hold  the escrowed funds.

           In  accordance with the terms of the original mortgage
agreement related  to the Cosmopolitan, HPP'89 was required to establish an
interest bearing operating account (Operating Account) with the mortgage
lender  for the  Cosmopolitan  in  the  initial amount  of  $1,000,000.
An  additional $1,000,000  was added to this account on January 15, 1990.
Principal  funds could  have  been withdrawn from the operating account
if the  expenditures were in accordance with the approved budget between
the holder and HPP' 89, with  the  approval of the holder, or after HPP'
89 makes  six  consecutive debt  service payments. Any principal funds
remaining in this  account  may have  been  returned  to  HPP' 89 under
the terms of  the  loan  agreement.


(5) Mortgage Payable and Restricted Cash (Continued)

      On  January 5, 1995, HPP'89 consummated the Second Amendment  to
the Loan Agreement (Second Amendment) with the holder to resolve a
dispute over funds   in   the  restricted  escrow  account  (which  had
a  balance of approximately $1,732,000). HPP'89 maintained that the interest
earned from the escrow account of approximately $300,000 and a previous
overfunding  of approximately $120,000 should be paid to HPP'89. The
holder maintained that interest earned was additional security on the
mortgage note. The terms  of the  Second Amendment allowed HPP'89 to be
paid the interest earned on  the escrow  account and overfunded amount.
Also, HPP'89 received an  option  to buy  the  mortgage  note  for the
fair market value  of  the  property.  In exchange,  HPP'89  released
the principal  funds  of  the  escrow  account (approximately
$1,311,000)  for payment to the  outstanding  mortgage  and agreed  to
reduce the maturity date of the note from December 18,  1999  to December
18,  1996.  In summary, at the closing of the  Second  Amendment, HPP'89
received  approximately $286,000 (consisting  of  the  overfunding,
interest earned thereon, and one-half of interest earned on principal
funds of  the  original Operating Account) and released for payment
approximately $1,311,000  for  mortgage principal and approximately
$15,000  for  finance fees.  As of December 31, 1995, $122,593
(unaudited) remained in the escrow account.  As  discussed  below, HPP'89
was paid the approximately  $123,000 remaining in the escrow account (one-
half of interest on principal funds of the original Operating Account and
interest thereon) on March 15, 1996, the date of purchase of the mortgage
note.

      For  financial  reporting  purposes, the  original  discount  on
the mortgage note payable was recorded to reflect an effective interest
rate of 10% over the life of the loan. Due to the advancement of the
maturity date, as  discussed below, the effective interest rate was
amended on January  1, 1995  to 14.04% to amortize the remaining discount
over the remaining  life of the mortgage note. Amortization of the
discount amounted to $930,442 and $296,329 for 1995 and 1994 respectively
(unaudited), as interest expense.

      In  accordance with the Second Amendment, HPP'89 established a
tenant security  deposit account with the current holder of the mortgage
note.  As of  December  31,  1995,  the  security  deposit  account
totaled  $94,194 (unaudited).

       Also   in  accordance  with  the  Cosmopolitan's  original
mortgage agreement,  HPP'89 established a working capital reserve
(Working  Capital Account) for apartment rollover expenses and working
capital items.  As  of December  31,  1995  the  balance of the Working
Capital  Account  totaled $123,129  (unaudited). Furthermore, due to
HPP'89's cash flow debt  service mortgage  agreement, the cash accounts
maintained for the daily  operations of the Cosmopolitan are effectively
reserved for the Cosmopolitan only.  As of  December  31,  1995, the
balance of Cosmopolitan's  operating  accounts equaled $202,172
(unaudited).

(5)  Mortgage Payable and Restricted Cash (Continued)

       Effective  March  15,  1996,  HPP'89  contributed  the
Cosmopolitan Building,  and  certain other assets and liabilities, to
TCAMP  (a  Limited Liability  Company)  for a 50% ownership interest.
Concurrently,  another member  contributed  $650,000 cash to TCAMP for a
50%  ownership  interest. Simultaneously, TCAMP issued a mortgage note in
the amount  of  $7,000,000,the proceeds of which along with the $650,000 
contributed cash were used to settle  in  full HPP'89's mortgage note payable
related to the Cosmopolitan Building.   The  fair value of the Cosmopolitan 
Building and other  assets contributed   by   HPP'89  approximated  the  
fair  value of   liabilities transferred  to TCAMP by HPP'89 and the amount
paid by TCAMP to  settle  in full  HPP'89's mortgage note payable related to
the Cosmopolitan  Building. This  transaction resulted in a provision for
impairment of real estate  of $8,437,963  to  recognize  a  reduction  to
fair  value  at  the  date  of contribution  to TCAMP and an
extraordinary gain on debt extinguishment  of $9,182,017 to recognize the
difference between the amount outstanding under the  mortgage payable and
the amount accepted by the lender from  TCAMP  in full settlement.

(6)  Transactions With Related Parties and Commitments

      In July 1993, HPP'89 engaged Portfolio Advisory Services, Inc.
(PAS), corporate general partner of BHP,  to provide  asset  management,
accounting,  and investor services to HPP'89.  PAS performed such
services for  no  fee, but was reimbursed for all operating costs of
providing  such services.  This agreement was extended until September
30, 1995. For  the period  January  1, 1995 to September 30, 1995 and the
year ended December 31,  1994 PAS was reimbursed approximately $68,000 
(unaudited) and  $92,100 (unaudited),  respectively, for asset management,
accounting and  investor services to HPP'89.

      On  October  1, 1995, HPP 89 engaged Claremont Management
Corporation (CMC), an unaffiliated  Massachusetts  corporation,  to  provide
asset management,  accounting and investor services.  CMC provides such
services for an annual management fee of $67,200 plus reimbursement of
all its costs providing  these  services.  The initial term  of  the
contract  with  CMC extends  until  June 30, 1997, and is automatically
extended  on  a  yearly basis  unless  otherwise terminated as provided
for in the agreement. For the  year  ending  December 31, 1996 and for the
period  October  1,1995 through   December  31,  1995,  CMC  was  reimbursed
$61,635  and $15,397 (unaudited), respectively for operating costs.

      On  November 1, 1995, HPP'89 entered into a management agreement
with CMC,  expiring  June 30, 1997, to manage the Cosmopolitan Building.
CMC's management agreement requires the payment of management fees equal
to  the greater  of  $5,200  monthly  or 4% of gross receipts  as
defined  in  the agreements.  For the period November 1, 1995 through
December 31, 1995  and for the period January 1, 1996 through March 15,
1996, CMC was paid $14,400

(6)  Transactions With Related Parties and Commitments (Continued)

(unaudited)  and $21,940, respectively, in property management  fees.The
CMC  management agreement also required the Cosmopolitan to  maintain
with CMC  at  all  times an Operating Account in the amount of  $100,000
and  a Contingency Reserve Account in the amount of $50,000 for the
benefit of the Cosmopolitan.  The  property management contract  between
HPP'89  and  CMC terminated  on  March  15,  1996  when HPP  contributed
the  property  was transferred to TCAMP.


(7)  Fair Value of Financial Instruments

      The  Fair Values of cash and cash equivalents, accounts payable,
and accrued  expenses  and  other liabilities at December  31,  1996  and
1995 (unaudited)  approximate  their carrying  and  rents  due  to  their
short maturities.  The fair value of the mortgage payable at December 31,
1995 is approximately $7,650,000 (unaudited) based upon the amount
accepted by  the lender in full satisfaction of amounts outstanding under
the mortgage note. All financial instruments are held for non-trading
purposes.



        Independent Auditors' Report on Accompanying Information
                                    
                                    
The Partners
Historic Preservation Properties 1989
     Limited Partnership
Quincy, Massachusetts


      We  have  audited  in  accordance with  generally  accepted
auditing standards,  the  balance  sheet  of Historic Preservation
Properties  1989 Limited  Partnership (the Partnership) as of December
31,  1996  and  have issued our report thereon dated February 21, 1997.
Our audit was made  for the  purpose  of forming an opinion on the 1996
balance sheet  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 financial
statements.  The information included in this schedule  has been
subjected  to the auditing procedures applied in  the  audit  of  the
balance  sheet,  and in our opinion fairly states in all material
respects the  financial  data required to be set forth therein in
relation  to  the balance sheet as a whole.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.



Providence, Rhode Island
February 21, 1997

<TABLE>

                     HISTORIC PRESERVATION PROPERTIES 1989 LIMITED
                PARTNERSHIP REAL ESTATE & ACCUMULATED DEPRECIATION
                        HELD DIRECTLY  BY INVESTEE ENTITIES
                             DECEMBER 31, 1996
                              (IN THOUSANDS)
                                       Costs Capitalized     Gross Amounts at
                          InitialCosts Subseq to acq           Dec 31, 1996
<CAPTION>
                  
                           Building                         Building       Accum  Date of Date of  Deprec
Description   Encum-       Improve- Improve- Carrying       Improve- Total Deprec Constr/ Interest Life
Ownership %   brances Land ments    ments    Costs    Land  ments   (Note3)(Note2)Rehabil Acquired (years)

Residential Building/Commercial Building
402 Julia Street Associates  L.P.
New Orleans, Louisiana
<S>           <C>      <C>   <C>     <C>      <C>     <C>   <C>     <C>     <C>   <C>      <C>      <C> 
65%           1,016    133   282     1,154    145     133   1,581   1,714   277   8/1/89   7/25/89  40

Residential Building/Commercial Building
 Portland Lofts Associates L.P.
 Portland, Oregon
99%           5,600    900   886     9,189    610     900   10,685   11,585  1,820 8/31/89 8/89     40

Residential Building
 The Cosmopolitan at Mears Park, LLC
 St. Paul, Minnesota
50%           6,950   1,009  6,074    105       -    1,009   6,179     7,188  135  12/18/89 3/20/96  34

Total       $13,566  $2,042 $7,242 10,448    $755   $2,042 $18,445   $20,487 $2,232

*   In   March   1996,   the  Partnership  contributed   property,title,deed 
and the   accompanying mortgage note payable and other liabilities   of   the
Cosmopolitan  property  to  The Cosmopolitan   at Mears Park, LLC for a 50% 
annuity interest.




                          HISTORIC PRESERVATION PROPERTIES 1989 LIMITED
                        PARTNERSHIP REAL ESTATE & ACCUMULATED DEPRECIATION
                        HELD DIRECTLY BY INVESTEE ENTITIES (CONTINUED)
                                         DECEMBER 31, 1996
                                           (IN THOUSANDS)

Note   1: The aggregate cost of each property on      Note 3: The changes in total costs of land
a tax basis net of the reduction  due to the          building and improvements for the years ended 
rehabilitation  tax  credit  at  December  31,        December 31, 1996, 1995 and 1994 are as 
1996, 1995   and   1994 are as follows:               follows:
                     
                           1996      1995   1994                                    1996   1995    1994

Jenkintown, Pennsylvania  $   -     $   -  $23,578    Balance at beginning of period $28,820 $55,345 $55,291

New Orleans, Louisiana     1,458     1,458  1,458     Additional Building and
                                                      Improvements                    105      76     54
Portland, Oregon           9,733     9,733  9,733     Disposal of Building 
                                                      and improvements(Jenkins Court)
St Paul Minnesota          21,013   20,997  20,997    Provisions for write down of     
                           32,204   32,188  55,766    of building and improvement         -   2,601           -       
                                                      (The Cosmopolitan)               (8,438)  -        -
                                                   
                                                      Balance at end period           $20,487 $28,820 $55,345

Note 2:The changes in accumulated depreciation for the
years ended December 31, 1996, 1995 and 1994 are as follows:

                                      1996        1995      1994

Balance at beginning of period       $4,676      $7,833    $6,031

Depreciation during the year            517         822     1,802

Write-off due to disposal of
property                               -         (3,979)       -

Transfer of property                 (2,961)         -         -
                                     $2,232      $4,676    $7,833
</TABLE>



               THE COSMOPOLITAN AT MEARS PARK, LLC

                     FINANCIAL STATEMENTS

      FOR THE PERIOD MARCH 15, 1996 (INCEPTION)  THROUGH  DECEMBER 31, 1996


                              
                                 
                         Table of Contents
                                 
                                                         Page

     Independent Auditors' Report                              F-29

     Balance Sheet                                             F-30
     Statement of Operations                                   F-31
     Statement of Members' Equity (Deficit)                    F-32
     Statement of Cash Flows                                   F-33

     Notes to Financial Statements                             F-35





                   Independent Auditors' Report

                                 

                                 

The Members
The Cosmopolitan at Mears Park, LLC
Quincy, Massachusetts


       We   have   audited   the accompanying balance  sheet  of
THE COSMOPOLITAN  AT MEARS PARK, LLC (the "Company") as of
December  31, 1996, and the related  tatements of operations, members'  equity
(deficit)  and  cash flows for the period March 15, 1996
(inception) through  December  31,  1996.   These financial
statements  are  the responsibility  of the Company's management.
Our responsibility   is to express  an opinion on these financial statements 
based  on  our audit.

      We  conducted  our audit 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  audit  provides  a reasonable basis for our
opinion.

       In  our  opinion, the financial statements referred  to
above present  fairly, in all material respects, the financial
position  of THE  COSMOPOLITAN AT MEARS PARK, LLC as of  December
31,   1996,  and the results of its operations and cash flows for
the period March 15, 1996  (inception)  through  December 31,
1996,  in  conformity  with generally accepted accounting
principles.



Lefkowitz, Garfinkel, Champi & DeRienzo P.C.



Providence, Rhode Island
February  21, 1997


                 THE COSMOPOLITAN AT MEARS PARK, LLC BALANCE SHEET
                                DECEMBER 31, 1996
                                     ASSETS
Investment in real estate:
  Land                                          $1,009,000
  Building and improvements                      6,179,155
  Furniture and equipment                          206,421

                                                 7,394,576 
   Less accumulated depreciation                   172,569
     
                                                 7,222,007
Cash and cash equivalents                           68,711
Cash, security deposits                            111,603
Real estate tax escrow                              67,448
Replacement reserve                                 34,411
Rent receivable                                        698
Prepaid expenses                                    15,211
Deferred financing fees,
   less accumulated amortization of $25,007        208,390

                                                $7,728,479


   LIABILITIES AND MEMBERS' EQUITY

Liabilities:
  Mortgage note payable                          $6,949,879
  Accounts payable and accrued expenses              64,047
  Accrued interest-mortgage note payable             52,935
  Security deposits                                 106,900

  Total liabilities                               7,173,761

Commitments (Notes 3, 4 and 5)

Members' equity                                     554,718

                                                 $7,728,479


         The accompanying notes are an integral part of these
                         financial statements.
                   THE COSMOPOLITAN AT MEARS PARK, LLC
                       STATEMENT OF OPERATIONS
    FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31,
                               1996
                                 
                                 
                                 
REVENUE:

  Rental income                           $1,659,166
  Interest and other income                   15,637

                                          $1,674,803

EXPENSES:

  Operating and administrative            $ $171,672
  Management fee                              66,819
  Repairs and maintenance                    164,186
  Utilities                                  237,425
  Insurance                                   22,839
  Real estate taxes                          251,926
  Depreciation and amortization

                                             197,576


                                            1,112,443 
INCOME FROM OPERATIONS                        562,360

INTEREST EXPENSE                             (497,692)

NET INCOME                                 $   64,668




   The accompanying notes are an integral part of these financial
                             statements.
                 THE COSMOPOLITAN AT MEARS PARK, LLC
                STATEMENT OF MEMBERS' EQUITY (DEFICIT)
                           DECEMBER 31, 1996
                                   
                                   
                                   
                                   
                                                Historic
                                              Preservation
                                             Properties 1989   Total
                                Lillian          Limited      Members'
                                Carney         Partnership     Equity

     Capital contributions     $650,000         $  -           $650,000

     Distributions              (61,750)          (98,200)     (159,950)

     Net income                  32,334            32,334        64,668

                               $620,584         $ (65,866)     $554,718







   The accompanying notes are an integral part of these financial
                             statements.
                 THE COSMOPOLITAN AT MEARS PARK, LLC
                      STATEMENT OF CASH FLOWS
  FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996
                                 
                                 
                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $    64,668
  Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                       197,576
     Decrease in rent receivable                           5,835
     Increase in prepaid expenses                        (15,211)
     Decrease in accounts payable and accr exp          (129,496) 
     Increase in cash security deposits, net              (6,981)
     Increase in accrued interest                         52,935
  Net cash provided by operating activities              169,326

CASH FLOWS FROM INVESTING ACTIVITIES:
  Funds disbursed for acquisition of real estate
  and property assets and liabilities                   (650,000)
Purchase of improvements, furniture and equipment       (101,734)
  Decrease in real estate tax escrow and
  replacement reserve                                     66,557
  Net cash used in investing activities                 (685,177) 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from member contribution                      650,000
  Principal payment on mortgage note payable             (50,121)
  Distributions to members                              (159,950) 
  Net cash provided by financing activities              439,929

NET DECREASE IN CASH AND CASH EQUIVALENTS                (75,922)

CASH AND CASH EQUIVALENTS, AT INCEPTION                  144,633

CASH AND CASH EQUIVALENTS, END OF PERIOD               $   68,711 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest                                $  444,757
                                
                                
                                
                                
                                
                                
                                
                                
                 THE COSMOPOLITAN AT MEARS PARK, LLC
                STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996
                                 
                                 
                                 
                                 
NON-CASH INVESTING ACTIVITY


  On March 15, 1996, Historic Preservation Properties 1989 Limited
Partnership contributed the following assets and liabilities to The
Cosmopolitan at Mears Park, LLC:



     Land                                                $1,009,000
     Building and improvements                            6,074,104
     Furniture and equipment                                200,994
     Cash and cash equivalents                              144,633
     Cash, security deposits                                 94,093
     Real estate tax escrow                                 168,416
     Rent receivable                                          6,533
     Deferred financing fees                                233,397
     Mortgage note payable paid by TCAMP
     on behalf of HPP'89                                 (7,650,000) 
     Accounts payable and accrued expenses                 (184,799)
     Security deposits                                      (96,371)


  Also, on March 15, 1996, The Cosmopolitan at Mears Park, LLC paid
the above noted $7,650,000 mortgage note in full with the proceeds
of a $7,000,000 mortgage note issued to a   lender and $650,000 of
cash contributions received from a Member.






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


                 THE COSMOPOLITAN AT MEARS PARK, LLC
                   NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996
                                 
                                 
(1)  Organization

     The Cosmopolitan at Mears Park, LLC (TCAMP), a Limited
Liability Company,  was  formed on March 15, 1996, under the
Delaware  Limited Liability  Company  Act.   The purpose  of  TCAMP
is  to  engage  in investment  in,  and operation and development
of,  real  estate  and interests  therein.   The members of TCAMP
are Historic  Preservation Properties 1989 Limited Partnership and
Lillian Carney (the Members).

      Effective March 15, 1996, Historic Preservation Properties
1989 Limited   Partnership  (HPP'89)  contributed   land,
building   and improvements  and furniture and equipment
(Contributed Real  Estate), and certain other assets and
liabilities to TCAMP for a 50% ownership interest.  Concurrently,
Lillian Carney contributed $650,000 cash  to TCAMP  for a 50%
ownership interest.  Simultaneously, TCAMP issued  a mortgage
note,  the  proceeds  of which,  along  with  the  $650,000
contributed cash, were used to settle in full HPP'89's mortgage
note payable  related to the Contributed Real Estate.  The fair
value  of the  Contributed Real Estate and other assets contributed
by  HPP'89 approximated the fair value of liabilities transferred
to  TCAMP  by HPP'89  and  the  amount  paid by TCAMP to settle  in
full  HPP'89's mortgage note payable related to the Contributed
Real Estate.

      TCAMP owns a residential apartment complex containing 255
units located  at  250  6th Street, St. Paul, Minnesota.  At
December  31, 1996, TCAMP had leased approximately 99% of its
residential units.

(2)  Basis  of  Presentation and Summary of Significant  Accounting
Policies

     Basis of Accounting

      TCAMP's financial statements are prepared on the accrual
basis of  accounting  in  accordance  with  generally  accepted
accounting principles.

     Use of Estimates

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



                 THE COSMOPOLITAN AT MEARS PARK, LLC
             NOTES TO FINANCIAL STATEMENTS (Continued)
FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996

(2)   Basis  of  Presentation and Summary of  Significant
Accounting Policies (Continued)

     Investment in Real Estate and Depreciation

      Investment in real estate is held for lease.  Contributed
Real Estate was recorded at fair value and subsequent additions are
stated at  cost.  Depreciation is computed on a straight-line basis
over the estimated economic lives of the assets.

      Cash, Cash Equivalents and Concentrations of Credit Risk

     TCAMP 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 $162,262.

      At  December  31,  1996, TCAMP had $82,528  of  cash  and
cash equivalents  in  banks which is in excess of amounts insured
by  the Federal Deposit Insurance Corporation.

     Deferred Financing Fees

      Deferred  financing fees have been capitalized  and  are
being amortized on a straight-line basis over the term of the
mortgage note payable.

     Revenue Recognition

      Revenue, principally under annual operating leases, is
recorded when due.

     Income Taxes

      No  provision  (benefit) for income taxes is reflected  in
the accompanying  financial   statements since the Members of  TCAMP
are required  to  report their allocable share of net  income
(loss)  on their respective income tax returns.

(3)  Mortgage Note Payable and Escrow Accounts

     As discussed in Note 1, TCAMP issued a $7,000,000 mortgage
     note.

The mortgage note bears interest at 9.14% per annum and amortizes
over a 25 year schedule.  The mortgage note requires monthly payments of
principal and interest, real estate tax escrow deposits and
replacement reserve deposits of $59,416, $29,069 and $4,250,
respectively.  The mortgage note matures in March 2003, at which
time all unpaid principal and accrued interest is due.


                 THE COSMOPOLITAN AT MEARS PARK, LLC
             NOTES TO FINANCIAL STATEMENTS (Continued)
FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996
                                 

(3)  Mortgage Note Payable and Escrow Accounts (Continued)

      The annual maturities of the mortgage note for each of the
next five years are as follows:

      For the year ending December 31,     Amount

                  1997                     $81,119
                  1998                      88,851
                  1999                      97,321
                  2000                     106,599
                  2001                     116,761
                                 
      The  mortgage  note is secured by TCAMP's property,  rents
and assignments of leases.

(4)  Related Party Transaction and Commitment

      TCAMP  entered  into  a  management  agreement  with
Claremont Management  Corporation  (CMC)  to manage  the  property.
The  sole shareholder  of CMC is related to Lillian Carney.   The
initial  term of  the  agreement expires June 30, 1997 and is
automatically renewed thereafter  on an annual basis, unless
terminated per the  agreement. The  management  agreement requires
the payment of a  management  fee equal  to  the greater of $5,200
monthly or 4% of gross  receipts  as defined  in the agreement,
plus the reimbursement of all CMC's  costs of  providing  these
services.  Management fees under the  management agreement  totaled
$66,819 for the period  March  15,  1996  through December  31,
1996.  Expense reimbursements to CMC  for  the  period March 15,
1996 through December 31, 1996 totaled $135,329.

      During  the  period March 15, 1996 through December  31,
1996, TCAMP  paid $8,744 in construction management fees to First
Claremont Corporation, an affiliate of CMC.

(5)  Liability of Members and Distributions of Cash

      The  liability of the Members for losses, debts and
obligations of  TCAMP  is  limited to their capital contributions,
except  under applicable law Members may, under certain
circumstances, be liable to TCAMP to the extent of previous
distributions received by the Members in  the event TCAMP does not
have sufficient assets to discharge  its liabilities.


                     THE COSMOPOLITAN AT MEARS PARK, LLC
                NOTES TO FINANCIAL STATEMENTS (Continued)
   FOR THE PERIOD MARCH 15, 1996 (INCEPTION) THROUGH DECEMBER 31, 1996
                                    
                                    
      Distributions by TCAMP to the Members at the end of each fiscal
year, or at such time as determined by the Board of Managers, are as
follows:

     (i)   First,  to  Lillian Carney in payment of any current  or
     accrued portion  of the 12% preferred return on her unreturned original
     capital contribution;
     
     (ii)   Second,  to  HPP'89 in an amount equal to the  preferred
     return distributed to Lillian Carney in (i) above;
     
     (iii)      Third, to Lillian Carney in payment of any unpaid
     principal portion of Lillian Carney's original capital contribution;
     
     (iv)  Fourth,  to  the payment of any principal or  interest  due
     with respect to any loans from Members, with any such payments to be
     applied first to accrued but unpaid interest and then to principal;
     and
     
     (v)   Fifth,  the  balance, if any, to the Members in  accordance
     with their  respective  percentage interests (50%  HPP'89  and  50%
     Lillian Carney).
     
      To  the extent that HPP'89 accumulates from whatever sources
operating reserve amounts greater than $140,000 at the end of any fiscal
year,  HPP'89 is  required to contribute such excess within thirty days of
the end of such fiscal  year  to TCAMP as additional capital contributions
to be distributed by  TCAMP  to Lillian Carney as a return of the
outstanding portion  of  her original capital contribution.

(6)  Fair Value of Financial Instruments

      The  carrying  amounts  of  cash and cash equivalents,  cash
security deposits,  real  estate  tax escrow, replacement reserve,  rent
receivable, accounts  payable  and  accrued  expenses,  accrued  interest
and  security deposits approximate their fair values due to their short
maturities.    The fair  value  of  the mortgage note payable approximates
its carrying amount based on interest rates available to TCAMP for similar
financing arrangements.  All financial instruments are held for non-trading
purposes.






       PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP
                    FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED
             DECEMBER 31, 1996, 1995 AND 1994
         PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP

                      FINANCIAL STATEMENTS

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

                               

                           CONTENTS
                                                           Page
Independent Auditors' Report                               F-40
Balance Sheets as of December 31, 1996 and 1995            F-41
Statements of Operations for the Years ended December 31,
1996, 1995 and 1994         F-42
Statements of Changes in Partners' Equity for the
  Years ended December 31, 1996, 1995 and 1994             F-43

Statements of Cash Flows for the Years ended December 31,
  1996, 1995 and 1994                                      F-44

Notes to Financial Statements                              F-46





                 INDEPENDENT AUDITORS' REPORT

                               

                               

The Partners
Portland Lofts Associates Limited Partnership
Quincy, Massachusetts

We  have audited the accompanying balance sheet of Portland
Lofts Associates  Limited Partnership (the Partnership) as of
December 31,  1996. This financial statement is the
responsibility of  the Partnership's  management.  Our
responsibility is to  express  an
opinion on this financial statement based on our audit.
We  conducted  our  audit in accordance with  generally
accepted auditing  standards.  Those standards require that  we
plan  and perform  the  audit to obtain reasonable assurance
about  whether the  balance  sheet is free of material
misstatement.   An  audit includes  examining,  on  a test
basis, evidence  supporting  the amounts  and  disclosures in
the balance sheet.          An  audit  also
includes assessing the accounting principles used and
significant estimates  made by management, as well as
evaluating the  overall balance sheet presentation.  We believe
that our audit provides a reasonable basis for our opinion.

Because  we  were not engaged to audit the balance  sheet  as
of December  31, 1995, or the statements of operations,
changes  in partners'  equity  and cash flows for each of the
years  in  the three-year period ended December 31, 1996, we
did not extend  our auditing  procedures to enable us to
express an  opinion  on  the financial       position   of
Portland  Lofts       Associates             Limited
Partnership  as  of  December 31, 1995  or  the  results  of
its operations and cash flows for each of the years in the
three-year period  ended  December  31, 1996.  Accordingly,  we
express  no opinion on them.

In  our  opinion,  the balance sheet referred  to  in  the
first paragraph   presents  fairly,  in  all  material  respects,the
financial   position   of  Portland  Lofts   Associates Limited
Partnership as of December 31, 1996, in conformity with generally 
accepted accounting principles.

Lefkowitz, Garfinkel, Champi & DeRienzo P.C.


Providence, Rhode Island
February 21, 1997

            PORTLAND LOFTS ASSOCIATES LIMITED

                            PARTNERSHIP BALANCE SHEETS

                      DECEMBER 31, 1996 AND 1995

                              ASSETS

                                                 1996        1995
                                                          (Unaudited) 
  Investment in real estate:
     Land                                    $   899,526 $   899,526
  Buildings and improvements                  10,684,704  10,684,703
  Furniture and equipment                         81,051      77,397

                                              11,665,281  11,661,626 
Less accumulated depreciation                  1,901,434   1,608,170

                                               9,763,847  10,053,456
 Cash                                             19,626      22,816
Escrow deposits                                  161,720           -
Rents and other receivables                        2,841      11,732
Other assets                                      24,473       8,065
Deferred costs, net of accumulated amortization
  (1996, $21,912; 1995, $14,251)                  96,270       1,127

                                             $10,068,777 $10,097,196


                 LIABILITIES AND PARTNERS' EQUITY
                                 
Liabilities:
 Notes payable:
    Mortgage                                 $ 5,599,534  $6,547,037
  General partner                                340,000           -
  Other                                            4,918     973,772
  Accounts payable and accrued liabilities        83,584      61,057
  Interest payable                                60,732      56,116
  Tenant security deposits                         8,405       9,125

          Total liabilities                    6,097,173   7,647,107

Commitments

Partners' equity                               3,971,604   2,450,089

                                             $10,068,777 $10,097,196 


        PORTLAND LOFTS ASSOCIATES LIMITED  PARTNERSHIP

                STATEMENTS OF OPERATIONS

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

                            (UNAUDITED)


                                 

                                     1996        1995        1994
Revenue:
  Rental income                $ 1,059,286   $1,072,709  $1,003,123
  Interest and other income         96,107       42,548      56,760


          Total  revenues        1,155,393    1,115,257   1,059,883

Expenses:
  Administrative and operating     119,295     156,283      114,920
  Management fees                   39,086      33,146       31,135
  Repair and maintenance           111,164      83,021       79,281
  Utilities                         49,901      47,694       48,871
  Real estate taxes                 36,702      40,568      112,792
  Insurance                         19,809      21,410       17,966
    Depreciation and amortization  300,925     298,914      297,337

    Total expenses                 676,882     681,036      702,302

Income from operations             478,511     434,221      357,581


Interest expense                    587,575    675,638      562,058

Net loss before
      extraordinary item           (109,064)   (241,417)   (204,477)
                                 
Extraordinary item - gain on
extinguishment of debt            1,656,579          -       57,130

Net  income  (loss)            $  1,547,515  $ (241,417) $ (147,347)




           PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP
                                 
             STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                                 
       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 
                            (UNAUDITED)
                                 
                                 
                                 Historic
                              Preservation    East Bank
                               Properties       Angel         Total
                              1989 Limited      Joint        Partners'
                               Partnership      Venture       Equity
                              
                              
Balance, December 31, 1993      $1,803,336   $1,035,517    $2,838,853

Net loss                          (145,874)      (1,473)     (147,347)

Balance, December 31, 1994       1,657,462    1,034,044     2,691,506

Net loss                          (239,003)      (2,414)     (241,417)

Balance, December 31, 1995       1,418,459    1,031,630     2,450,089

Distributions                      (26,000)           -       (26,000)

Net income                       1,532,040       15,475     1,547,515

Balance, December 31, 1996      $2,924,499   $1,047,105    $3,971,604





             PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP

                        STATEMENTS OF CASH FLOWS

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

                             (UNAUDITED)

                                    1996         1995           1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                $ 1,547,515  $(241,417)  $(147,347)
  Adjustments to reconcile net income
  (loss) to net cash provided by
   operating activities:
  Depreciation and amortization        300,925    298,914     297,337
  Extraordinary gain on extinguishment
  of debt                           (1,656,579)          -    (57,130)
  Decrease (Increase) in tenant
    improvement escrow                       -     60,265     (60,265)
  Increase in escrow deposits         (161,720)          -          -
  Decrease in rents and other
    receivables                          8,891      3,636       6,255
   Dec (Inc) in other  assets          (24,473)    21,600     (14,409)
  (Decrease) Increase in accounts
      payable   and  accrued  liab      22,527     18,466      (1,685) 
   Increase in interest payable          4,616        102      15,160
  (Decrease) Increase in tenant
    deposits                              (720)       200      (1,291)

  Net cash provided by
    operating activities                40,982    161,766      36,625

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to buildings and
    improvements                        (3,655)         -            -
  Purchase of tenant improvements            -    (60,000)      (3,500)
  Cash  used  in  investing activ       (3,655)   (60,000)      (3,500)
                                    
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from refinancing          5,625,000           -             -
  Proceeds from general partner note
    payable                            340,000           -             -
  Payment on mortgage, notes payable
    and construction loan           (5,815,000)          -             -
  Principal payments on mortgage, notes
    payable and construction loan      (69,778)     (78,416)     (73,719)
   Payment of deferred finan fees      (94,739)     (11,162)           -
  Distributions                        (26,000)            -           -

   Net  cash  used  in finan act       (40,517)     (89,578)     (73,719)

NET INCREASE (DECREASE) IN CASH         (3,190)      12,188      (40,594)

CASH, BEGINNING OF YEAR                 22,816       10,628       51,222

CASH, END OF YEAR                      $19,626      $22,816      $10,628





              PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP
                                    
                  STATEMENTS OF CASH FLOWS (CONTINUED)
                                    
          FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                              (UNAUDITED)
                              
                              
SUPPLEMENTAL CASH FLOW INFORMATION

                                    1996         1995           1994
Cash paid for interest             $582,959     $676,536     $546,898




Non-Cash financing activity:

In  February 1994, Portland Lofts settled $72,130 of outstanding  trade
payables;  $15,000 was converted to a note payable and $57,130  was
forgiven and recognized as an extraordinary gain.

In June 1996, Portland Lofts settled $7,471,579 of mortgage and other
notes payable  through  issuing  a promissory mortgage  note  of
$5,815,000  and recognizing an extraordinary gain of $1,656,579.


1.  Summary of Partnership Organization and Significant Accounting
    Policies:

    Organization:

    Portland  Lofts  Associates  Limited Partnership  (the  Partnership),
    a Delaware  limited partnership, was formed on August 8, 1989 to
    acquire, rehabilitate  and  operate three buildings and  the  related
    land  (the Property)  containing  107 residential units  and  23,470
    net  rentable square feet of commercial space, located at 555
    Northwest Park Avenue in Portland, Oregon.
    
    
    The  general  partners  of the Partnership are  East  Bank  Angel
    Joint Venture  (EBAJV),  an  Oregon general partnership  (also  known
    as  the developer),       and   Historic  Preservation   Properties
    1989   Limited Partnership (HPP'89), a Delaware limited partnership, 
    whose sole general partner is Boston Historic Partners Limited Partnership.
    EBAJV,  whose venturers are Pacific Star Corporation and Joseph Angel
    (Angel), is also the only limited partner (see Note 4).
    
    Basis of accounting:
    
    The Partnership's financial statements are prepared on the accrual
    basis of accounting.
    
    Use of estimates
    
    The  preparation  of financial statements in conformity  with
    generally accepted accounting principles requires management to make
    estimates and assumptions  that affect the reported amounts of assets
    and  liabilities and  disclosure of contingent assets and liabilities
    at the date of  the financial  statements and the reported amounts of
    revenue  and  expenses during  the  reporting period.  Actual results
    could differ  from  those estimates.
    
    Investment in real estate
    
    Investment  in  real  estate  is held for  lease  and  stated  at
    cost. Depreciation  is  computed on a straight-line basis over  40
    years  for buildings and improvements, and over 7 years for personal
    property.

    Deferred costs
   
    Costs  to  lease  residential  units  are  generally  expensed;
    however, leasing   costs  associated  with commercial space  are
    capitalized  and amortized  on  a  straight-line  basis  over  the
    related  lease  terms. Leasing  costs capitalized in 1995 totaled
    $8,000.  Amortization for  the years  ended  December  31, 1996, 1995
    and 1994  totaled  $1,798,  $2,488 (unaudited) and $6,574 (unaudited),
    respectively.
   
   
1.  Summary  of Partnership Organization and Significant Accounting
    Policies (continued):
    
    Direct  costs  attributable to obtaining financing are  capitalized
    and amortized  on a straight-line basis over the terms of the related
    debt. Financing costs capitalized in 1996 and 1995 totaled $94,739 and
    $3,162, respectively.   Amortization of financing  costs  for  the
    years  ended December 31, 1996, 1995 and 1994 totaled $5,863, $4,064
    (unaudited)  and $901 (unaudited), respectively.
    
    Revenue recognition

    Rental  revenue  from commercial leases is recorded by  recognizing
    the aggregate minimum rentals to be received over the terms of each
    lease in equal  monthly installments over the related lease terms.
    Rental income recorded prior to actual cash collections under the
    terms of the  leases is  reflected as rents receivable ($2,746 and
    $8,825 (unaudited)  as  of December  31,  1996  and  1995,
    respectively).   Rental  revenue  under residential short-term
    operating leases is recorded when due.
    
    Income taxes

    No  provision (benefit) has been made for income taxes, since the
    income or  loss of the Partnership will be included in the tax returns
    of  the respective partners.
    
2.  Mortgage and Notes Payable:

    The  Partnership  refinanced  its  $6,800,000  construction  loan  to
    a permanent  mortgage on March 31, 1992.  The mortgage note was to
    mature on  April 1, 1997.  Principal and interest payments, which
    commenced May 1,  1992  were based upon an amortization period of 30
    years.  A balloon payment of all unpaid principal and accrued interest
    was due on April 1, 1997.  The interest rate was variable based on the
    LIBOR rate plus 2.5%. The interest rate was adjusted every 30 days.
    
    Effective  December 29, 1989, the Partnership assumed an unsecured
    note dated  November 3, 1989 from EBAJV in the amount of $800,000 of
    which  a balance of $550,000 had been outstanding at December 31,
    1995.

    The  note  had  an extended maturity date of March 1, 1992.   It  is
    the Partnership's position that the maturity date of the unsecured
    note  had been  effectively further extended to correspond with the
    maturity  date of  the  mortgage  note.  The unsecured note was
    guaranteed  by  Angel. Interest  is payable monthly at an annual rate
    of 1.00% over  the  Prime Rate.
    
    In  July  1993,  the mortgage note and the $550,000 unsecured  note
    were purchased  by  a  real estate investment entity (the  new
    holder).  The new holder claimed that the unsecured note matured on
    March 1, 1992, and that default for non-payment of the unsecured note
    constitutes a default of the mortgage note.
    
2.  Mortgage and Notes Payable (Continued):


    On  October  7,  1994,  the  new holder demanded  full  payment  of
    the unsecured  note  by  November 10, 1994. On November 11,  1994,
    the  new holder  filed  judicial foreclosure proceedings against the
    Partnership for  non-payment  of  the unsecured note.  The Partnership
    successfully contested through the court the right of the new holder
    to foreclose  on the property.
    
    On  May  21,  1996,  the Partnership and the new holder  entered  into
    a Settlement  Agreement  (Settlement  Agreement)  to  resolve  the
    claims concerning  the mortgage note and the unsecured note.  According
    to  the Settlement Agreement, the Partnership was allowed, until July
    31,  1996, to  pay $5,400,000 to the new holder in full satisfaction of
    the mortgage note and the unsecured note.
   
    On  December  29,  1989, the Partnership entered into a promissory
    note with  Capital Consultants, Inc. totaling $400,000 which was used
    to  pay certain  construction related expenses not otherwise
    chargeable  to  the construction loan.  Interest at the original rate
    of 14.00% was  payable in  monthly installments of $4,667.  The
    interest rate was decreased  to 13.11%, with monthly interest only
    installments payable of $4,370.
    
    The   Portland  Development  Commission  (PDC)  loaned  $15,000  to
    the Partnership on March 2, 1992.  The note was non-interest bearing
    and was due  and payable upon any sale or transfer of the property
    securing  the note  in  the  amount of the original loan balance less
    1/84th  of  the original loan balance for each month after completion
    of renovations  in which   the  Partnership  remained  owner  of  the
    property.   If  the Partnership remained owner of the property 
    for seven full years from the date of completion of renovations, 
    then the note shall be deemed paid in full.
    
    On June 20, 1996, the Partnership issued a promissory mortgage note to
    a bank  in the amount of $5,625,000 and a promissory note to Angel  in
    the amount  of  $340,000  to provide sufficient funds  to  pay  in
    full  the $5,400,000   settlement  amount  with  the  new  holder,
    the   $400,000 promissory note and all related closing costs.  The
    transaction  resulted in  extraordinary  gain  on extinguishment of
    debt  of  $1,656,579. The mortgage  note  bears interest at 9%; amortizes
    over a 25-year schedule; requires  monthly payments of principal interest
    of $47,205; and  matures on  July 1, 2006, at which time all unpaid
    principal and interest is due. The  mortgage  note is secured by the 
    Property, rents   and assignments  of leases.
   
    The Angel Note bears interest at 11%; amortizes over a 10-year
    schedule; requires  monthly  principal and interest  payments  in  the
    amount  of $4,684; and matures January 1, 2007.
    
2.  Mortgage and Notes Payable (Continued):

    The  aggregate annual maturities under the mortgage note payable and note
    payable to general partner are as follows:
                                                Note Payable
                                   Mortgage      to General
      Year Ending December 31,   Note Payable      Partner       Total


              1997                $  65,632      $  19,780   $  85,411
              1998                   71,788         22,068      93,857
              1999                   78,523         24,622     103,145
              2000                   85,889         27,471     113,360
              2001                   93,946         30,650     124,596


    In   February  1994,  the  Partnership  settled  a  $72,130 outstanding
    liability which had been included as part of accounts payable.  As
    part of  the  settlement, $15,000 of the obligation was converted to
    a  note payable  amortizing  over four years at a 9.0% interest  rate,and
    the remaining  $57,130 of the obligation was forgiven and recognized  as
    an extraordinary  gain  for the year ended December 31,  1994
    (unaudited). Monthly principal and interest payments of $350 are due
    on this note.
    
3.  Partners' Equity:

    Profits,  losses and tax credits from operations during the first
    five years following completion of the rehabilitation of the Property
    are  to be distributed as follows:
    
        HPP'89                99.0%
        EBAJV                   .9
        Limited partner         .1

                             100.0%

    Thereafter,  profits,  losses and tax credits shall  be  distributed
    in accordance  with  the  above  formula except  that  if  cash  flows
    are distributed  to the partners in accordance with (b) and (c) below,
    then profits, losses and tax credits shall be distributed in
    accordance  with such formula.
    
    Cash  flows  from  operations shall be distributed to the  partners,
    as defined in the Partnership Agreement, as follows:
    
            a.  100 percent to the payment of accrued interest on, and
         then the  unpaid principal balance of, any outstanding loans made
         to the Partnership by HPP'89.
         
         
         
3.  Partners' Equity (continued):


         
         b. Thereafter,  100  percent  to  HPP'89  until  HPP'89  has
         received distributions of cash flow in such year in an amount
         equal to an  8 percent  cumulative, noncompounded return on its
         weighted  average HPP'89 invested capital for such year.

            c.  The  remaining  balance, if any, is  to  be  distributed
         as follows:
         
         
                                               Prior to
                                            call/put date   Thereafter

           HPP'89                               50.0%         75.0%
           EBAJV                                49.9          24.9
           Limited partner                        .1            .1
                                               100.0%        100.0%

    The Partnership Agreement allows certain call options and put rights
    to the partners under terms as defined in the agreement, including:

       (a)During  the  first six months following the fifth  calendar
        year after  rehabilitation  of  the  Property  has  been
        completed,  the Developer  has  the  option (the call option)  to
        acquire  HPP'89's interest  in the Partnership for the greater of,
        (1) the  excess  of $5,750,000  over  the total amount distributed
        to HPP'89  under  the terms of the Partnership Agreement, or (2)
        the amount which would be distributed  to HPP'89 upon a
        hypothetical sale of the Property  for the appraised value.

       (b) After the call option expires, HPP'89 has a put right to require
        the Developer  to  purchase  HPP'89's interest in the  Partnership
        for   the amount  indicated in 3(a).  The Developer, provided it has
        met  certain conditions  defined in the agreement, shall have the
        right to  locate  a third party to purchase HPP '89's interest on
        behalf of the Developer at the  terms  noted in 3(a) and defined in
        the agreement.  Cash  from  the sale  or refinancing of the Property
        shall be  distributed to repay  any outstanding  loans  and related
        interest and then to  the  partners,  as defined in the Partnership
        Agreement.
    
    
    
4.  Transactions with Related Parties and Commitment:

    Interest expense totaling $18,735 related to the Angel Note for the
    year ended  December  31,  1996  has been included  in  interest
    payable  at December 31, 1996.
    
    In  November 1996, the Partnership entered into an agreement to pay
    EBAJV a  monthly fee of $2,400 for partnership management services
    provided  to the  Partnership.  Management fees for the year ended
    December  31,  1996 and  accounts  payable  and  accrued liabilities
    at  December  31,  1996 include $4,800 in partnership management fees.
   
5.  Minimum Future Rentals under Operating Leases:

    The Partnership rents space to residential tenants principally under
    one year  operating leases and to commercial tenants under operating
    leases of  varying terms expiring through 2004.  As of December 31,
    1996,  the Partnership  had  entered  into  fourteen  commercial
    leases   covering approximately 81% (unaudited) of the building's net
    rentable  commercial space.   The Partnership's largest commercial
    tenant occupancies 23%  of the commercial space at December 31, 1996, 
    representing only 5.8% of the total square feet of the property.
    On  January  1, 1997, the Partnership enter into a three year commercial
    lease to lease an additional 1,090 square feet of commercial space.   As
    of  February 28, 1997, the Partnership had approximately 84% (unaudited)
    of the building's net rentable commercial space leased.
    Certain commercial leases provide for reimbursement of real estate taxes
    and  certain operating expenses.  The approximate minimum future rentals
    to  be  received under the commercial leases for each of the  next  five
    years are as follows:

    Year Ending, December 31,

             1997                      $  197,536
             1998                         165,128
             1999                         140,088
             2000                          66,215 
             2001                          54,690
             
     The above amounts do not include additional rentals that will become
     due as a result of escalation provisions in the commercial leases.


6.  Fair Value of Financial Instruments

The  carrying  amounts  of  cash,  escrow  deposits,  rents  and
other receivables, accounts payable and accrued liabilities, tenant
security deposits, and interest and other payables at December 31,
1996 and 1995 (unaudited)   approximate  their  fair  values  due  to
their   short maturities.  The fair value of the Partnership's
mortgage note  payable and other notes payable at December 31, 1996
approximate their carrying amounts  based on interest rate currently
available to the  Partnership for   similar     financing
arrangements.   The  fair   value               of   The
Partnership's mortgage note payable and other notes payable at
December 31, 1995 totaled $6,040,000 (unaudited) based upon amounts
accepted  by lenders  in full settlement of the amounts outstanding
under  the  note payable.  All financial investments are held for
nontrading purposes.



              402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP

                                     
                       FINANCIAL STATEMENTS FOR THE
                                     
               YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
              402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP
                                     
                           FINANCIAL STATEMENTS

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

                                     
                                     
                                     
                             Table of Contents


                                                               Page

Independent Auditors' Report                                   F-54

Balance Sheets as of December 31, 1996 and 1995                F-55

Statements of Operations for the Years ended December 31,
  1996, 1995 and 1994                                          F-56

Statements of Changes in Partners' Equity (Deficit)
  for the Years ended December 31, 1996, 1995 and 1994         F-57

Statements of Cash Flows for the Years ended December 31,
  1996, 1995 and 1994                                          F-58

Notes to Financial Statements                                  F-59

                                     
                                     
                       INDEPENDENT AUDITORS' REPORT


The Partners
402 Julia Street Associates Limited Partnership
Quincy, Massachusetts

We  have  audited  the  accompanying balance  sheet  of  402  Julia  Street
Associates Limited Partnership (the Partnership) as of December  31,  1996.
This  financial  statement  is  the  responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on this  financial
statement based on our audit.

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

Because  we were not engaged to audit the balance sheet as of December  31,
1995,  or  the  statements  of  operations,  changes  in  partners'  equity
(deficit)  and  cash flows for each of the years in the  three-year  period
ended  December  31,  1996, we did not extend our  auditing  procedures  to
enable  us  to  express an opinion on the financial position of  402  Julia
Street  Associates  Limited Partnership as of  December  31,  1995  or  the
results of its operations and cash flows for each of the years in the three-
year period ended December 31, 1996.  Accordingly, we express no opinion on
them.

In  our  opinion,  the  balance sheet referred to in  the  first  paragraph
presents  fairly, in all material respects, the financial position  of  402
Julia  Street  Associates Limited Partnership as of December 31,  1996,  in
conformity with generally accepted accounting principles.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.


Providence, Rhode Island
February 21, 1997


              402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP

                              BALANCE SHEETS

                        DECEMBER 31, 1996 AND 1995


                                  ASSETS

                                                   1996          1995
                                                              (Unaudited)
INVESTMENT IN REAL ESTATE:
  Building and improvements                     $ 1,581,571   $ 1,581,571
  Land                                              132,800       132,800
  Furniture and fixtures                                  -        43,206
                                                  1,714,371     1,757,577
  Less accumulated depreciation                     276,512       274,005
                                                  1,437,859     1,483,572

CASH                                                 44,925        30,885

CASH, TENANT SECURITY DEPOSITS                       18,843        18,477

ACCOUNTS RECEIVABLE                                       -           377

REAL ESTATE TAX AND INSURANCE ESCROW                 13,087        13,067

REPLACEMENT RESERVE                                  20,100        16,500

DEFERRED FINANCING FEES, net of accumulated
  amortization (1996, $25,631; 1995, $21,108)        19,600        24,123

                                                $ 1,554,414    $1,587,001


                     LIABILITIES AND PARTNERS' EQUITY


MORTGAGE NOTE PAYABLE                           $ 1,015,553   $ 1,020,986

ACCOUNTS PAYABLE                                      4,625         9,250

ACCRUED INTEREST                                      8,463         8,508

SECURITY DEPOSITS                                    19,586        18,477

       Total liabilities                          1,048,227     1,057,221

COMMITMENTS (Notes 3 and 4)

PARTNERS' EQUITY                                    506,187       529,780

                                                $ 1,554,414   $ 1,587,001

              402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP

                         STATEMENTS OF OPERATIONS

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

                                (UNAUDITED)


                                        1996         1995          1994
REVENUE:

  Rental income                       $ 241,273    $ 223,105    $ 226,664

  Interest and other income               7,815        7,540        9,624

                                        249,088      230,645      236,288


EXPENSES:

  Operating and administrative           24,362       22,706       23,082

  Management fees                        22,400       19,575       21,845

  Repairs and maintenance                26,830       28,938       26,025

  Utilities                               9,708       10,336       13,214

  Real estate taxes                       6,474        6,408        6,508

  Insurance                              12,362        9,917        8,514

  Depreciation and amortization          50,236       50,234       51,973

                                        152,372      148,114      151,161


INCOME FROM OPERATIONS                   96,716       82,531       85,127

INTEREST EXPENSE                        101,809      102,328      102,798


NET LOSS                               $ (5,093)    $(19,797)    $(17,671)


              402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP
                                     
            STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                                     
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                                (UNAUDITED)
                                     
                                     
<TABLE>
                                      
                                 Historic
                               Preservation
                                Properties
                               1989 Limited                 Limited
                               Partnership    Developers    Partners       Total
<CAPTION>
<S>                           <C>          <C>            <C>            <C>            
BALANCE,  December 31, 1993   $    396,553 $     213,098  $     (31)     $ 609,620

DISTRIBUTIONS                            -       (23,872)         -        (23,872)

NET    LOSS,    1994               (11,545)       (6,126)         -        (17,671)

BALANCE,  December 31, 1994   $    385,008 $     183,100  $     (31)     $ 568,077

DISTRIBUTIONS                            -       (18,500)         -        (18,500)

NET    LOSS,    1995               (12,934)       (6,863)         -        (19,797)

BALANCE,  December 31, 1995   $    372,074       157,737  $     (31)     $ 529,780

DISTRIBUTIONS                            -       (18,500)         -        (18,500)

NET    LOSS,    1996                (3,327)       (1,766)         -         (5,093)

BALANCE,  December 31, 1996   $    368,747    $  137,471  $     (31)     $ 506,187


</TABLE>
          402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP
                                     
        
                 STATEMENTS OF CASH FLOWS
                                     
        FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                     
                          (UNAUDITED)


                                          1996         1995          1994
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  loss                          $  (5,093)   $ (19,797)  $  (17,671)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
    Depreciation and amortization         50,236       50,234       51,973
     (Inc) Dec in  accounts  receivable      377         (370)       1,583
     Inc (Dec)  in  accounts  payable     (4,625)       4,625            -
     Inc in  tenant  sec  dep,  net          743            -          866
    Decrease in accrued interest             (45)         (41)         (37)
    Increase in tax and insurance escrow and
      replacement reserve                 (3,620)      (4,712)      (3,272)

   Net  cash  provided  by oper activ     37,973       29,939       33,442

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal  pymts on mortg note pay     (5,433)      (4,918)      (4,452)
  Distributions                          (18,500)     (18,500)     (23,872)

  Cash used in financing activities      (23,933)     (23,418)     (28,324)

NET INCREASE IN CASH                      14,040        6,521        9,743

CASH BALANCE AT BEGINNING OF YEAR         30,885       24,364       14,621

CASH BALANCE AT END OF YEAR              $44,925     $ 30,885      $24,364

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                $101,854     $102,369     $102,835

(1)  ORGANIZATION

            402   Julia   Street   Associates  Limited   Partnership   (the
Partnership), a Delaware limited partnership, was formed on July  25,  1989
to  acquire a 19,000 square foot site and the building situated thereon  in
New  Orleans, Louisiana, and rehabilitate the building into 24  residential
units  and approximately 3,500 net rentable square feet of commercial space
known  as  the Loft (the Property).  The Partnership is owned  by  Historic
Preservation  Properties 1989 Limited Partnership (HPP 1989) as  a  general
partner (65.33%), by Henry M. Lambert and R. Carey Bond (the Developers) as
a  general  partner  (34.66%),  and by John D.  Lambert  III  (the  Limited
Partner) as a limited partner (.01%).  The rehabilitation construction  was
substantially  completed in December 1989 and the property  was  placed  in
service on December 29, 1989.

(2)  SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

           The  Partnership's  financial statements  are  prepared  on  the
accrual   basis  of  accounting  in  accordance  with  generally   accepted
accounting principles.

     Use of estimates

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

     Investment in Real Estate

           Investment in real estate is held for lease and stated at  cost.
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 Financing Fees

           Deferred  financing  fees  relating  to  the  financing  of  the
Partnership's  mortgage note payable are being amortized on a straight-line
basis over the term of the note.

(2)  SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition

          Revenue from residential and commercial units, principally under
short-term operating leases, is recorded when due.

     Income Taxes

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

(3)  MORTGAGE NOTE PAYABLE

          In April 1991,the Partnership issued a $1,040,000 mortgage note to a
lender to pay off a construction loan. The note bears interest at  10.0%  and
amortizes  over  a  35-year  schedule.  The note requires  monthly  payments  of
principal and interest, real estate tax and insurance  escrow  deposits,  and
replacement reserve deposits of $8,941, $1,791 and $300,respectively. The note
matures in May 2001, at which time all unpaid principal and accrued interest  is
due.

          The annual maturities of the mortgage note for each of the next five
years are as follows:

          Year Ending December 31,             Amount

                  1997                       $  6,002
                  1998                          6,630
                  1999                          7,325
                  2000                          8,091
                  2001                        987,505

           The mortgage note is secured by the Partnership's property, rents and
assignment of leases.

(4)  TRANSACTIONS WITH RELATED PARTY AND COMMITMENTS

           The  Partnership entered into a property management and lease  broker
agreement with a  company owned by the Developers. The initial  term  of  the
agreement expired  July 31, 1993, and, as defined in the  agreement,  continues
until terminated by either party.This affiliate manages the Property for a fee
equal  to 6% of gross rental receipts and serves as the lease broker for a fee
equal to one half of one month's rent for each lease signed.  For the
years  ended December 31, 1996, 1995 and 1994, fees paid to the affiliate  under
this  agreement  totaled $22,400, $19,575 (unaudited) and  $21,845  (unaudited),
respectively.

          The  Partnership reimbursed to an affiliate certain payroll  expenses
which totaled $4,891,$5,237 (unaudited) and $8,366 (unaudited) for  the  years
ended December 31, 1996, 1995 and 1994, respectively.

(5)  MINIMUM FUTURE RENTALS UNDER COMMERCIAL OPERATING LEASES

           Future  minimum  rentals to be received in cash under  the  terms  of
commercial operating leases, excluding reimbursement for real estate  taxes  and
certain operating expenses, are as follows for the years ending December 31:

                         1998           $26,460
                         1999             9,480

                                        $ 35,940

          At  December  31,  1996,  the Partnership  has  leased  100%  of  its
residential units and commercial space.

(6)  FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash, accounts receivable, real estate tax and
insurance  escrow, replacement reserve, accounts payable,security deposits and
accrued  interest approximate their fair values at December 31, 1996 and  1995
(unaudited) due to their short maturities.  The fair value of the mortgage note
payable  at  December  31, 1996 and 1995 (unaudited) approximates its carrying
amount based  on the interest rates currently available to the Partnership for
similar financing arrangements.  All financial instruments are  held  for  non-
trading purposes.