<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
                          -----------------
                                       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 small business issuer in its charter)

          DELAWARE                                       04-3021042
----------------------------                         --------------------
(State or other jurisdiction                          (I.R.S. Employer
    of incorporation or                               Identification No.)
      organization)

45 BROAD STREET, 3RD FLOOR, BOSTON, MASSACHUSETTS           02109
-------------------------------------------------     -----------------
(Address of principal executive offices)                  (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  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-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by


<PAGE>

reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [X]

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


<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE



Part of the Form 10-KSB             Document
Into Which Incorporated             Incorporated by Reference
-----------------------             -------------------------
I                                   Prospectus of the registrant
                                    dated December 19, 1988
                                    (the "Prospectus").

III                                 The Prospectus.



<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         2001 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

                                                                     SEQUENTIAL
                                                           PAGE NO.    PAGE NO.

PART I

         Item 1   Description of Business                    K-3         4
         Item 2   Description of Properties,
                  Investment Policies, and
                  Description of Real Estate and
                  Operating Data                             K-9        10
         Item 3   Legal Proceedings                          K-9        10
         Item 4   Submission of Matters to a
                    Vote of Unit Holders                     K-9        10

PART II

         Item 5   Market for the Registrant's
                    Units and Related Unit
                    Holder Matters                           K-10       11
         Item 6   Management's Discussion and
                    Analysis or Plan of Operation            K-11       12
         Item 7   Financial Statements                       K-16       17
         Item 8   Changes In and Disagreements
                    with Accountants on Accounting
                    and Financial Disclosure                 K-16       17

PART III

         Item 9   Director and Executive
                    Officer of the Registrant                K-17       18
         Item 10  Executive Compensation                     K-18       19
         Item 11  Unit Ownership of Certain
                    Beneficial Owners and
                    Management                               K-18       19
         Item 12  Certain Relationships and
                    Related Transactions                     K-19       20
         Item 13  Exhibits and Reports                       K-19       20

SIGNATURES                                                   K-20       21

SUPPLEMENTAL INFORMATION                                     K-21       22


                                      K-2
<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Historic Preservation Properties 1989 Limited Partnership (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 in the Code, and thus eligible for
Rehabilitation Tax Credits. The Partnership was initially capitalized with
contributions of $100 from its general partner and $100 from each of three
initial limited partners. On 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., 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-half percent limited partnership interest which is owned by Sullivan).

The Partnership does not have any employees.

The Partnership engages Gunn Financial, Inc., an unaffiliated Massachusetts
Corporation, to provide asset management, accounting and investor services for
an annual fee and reimbursement of all operating expenses of providing such
services. Through June 30, 2000 the annual fee was $63,000 and effective July 1,
2000 the annual fee was reduced to $54,000. The agreement expires on the earlier
of June 30, 2006 or the liquidation of the Partnership, as defined.

The Partnership's only business is investing in and operating real properties
for which the cost of rehabilitating such properties

                                      K-3
<PAGE>

qualified for Rehabilitation Tax Credits. The Partnership does not expect to
make any additional investments in new real estate; it will, however, invest
cash flow from the properties in normal repairs and maintenance and presently
plans no major renovations. 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. 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.

During the years ended December 31, 1999 and 2000, the Partnership had
investments in three limited partnerships through the ownership of general
partnership interests and had an investment in a limited liability company
through the ownership of a member interest. The limited partnerships and limited
liability company are collectively referred to herein as the Investee Entities.

The Investee Entities are 402 Julia Street Associates Limited Partnership (402
Julia), Portland Lofts Associates Limited Partnership (Portland Lofts), Jenkins
Court Associates Limited Partnership (Jenkins Court), and The Cosmopolitan at
Mears Park, LLC (TCAMP).

Jenkins Court was a Delaware limited partnership formed on December 20, 1988 to
acquire, construct, rehabilitate, operate and manage a building containing
residential and commercial space in Jenkintown Borough, Pennsylvania. Jenkins
Court filed for protection under Chapter 11 federal bankruptcy laws on November
23, 1994 and transferred the deed and the title of the property to the mortgage
holder in lieu of foreclosure on August 31, 1995. Jenkins Court had no activity
during the year ended December 31, 1999 and was liquidated effective December
31, 1999.

During the year ended December 31, 2001, the Partnership obtained unilateral
control over the financial and operating policies of TCAMP and Portland Lofts
effective March 30, 2001 and at the close of business on December 31, 2001,
respectively.

Through March 29, 2001, the Partnership accounted for TCAMP using the equity
method of accounting and, effective March 30, 2001, consolidated the accounts
and transactions of TCAMP with those of the Partnership. Through December 31,
2001, the Partnership accounted for Portland Lofts using the equity method of
accounting and, on December 31, 2001, consolidated the accounts of Portland
Lofts with those of the Partnership and TCAMP (the transactions of Portland
Lofts for the year ended December 31, 2001 are accounted for using the equity
method of


                                      K-4
<PAGE>

accounting in the Partnership's consolidated financial statements). The
Partnership accounts for its investment in 402 Julia using the equity method
of accounting.

The Partnership accounted for the Investee Entities through the date of
obtaining unilateral control over the Investee Entities using the equity method
of accounting since the respective Partnership Agreements or Operating Agreement
in general provided for a sharing of management duties and decisions among the
Partnership and the local general partners or other managing member.

Significant decisions regarding 402 Julia require the approval of both the
Partnership and the local general partner. In addition, 402 Julia has entered
into various agreements with its local general partner (or their affiliates), to
provide development, management and other services, for which the local general
partner (or their affiliates), are paid fees by 402 Julia.

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 building with 24 residential units and approximately 3,900
net rentable square feet of commercial space located thereon at 402 Julia
Street, New Orleans, Louisiana. The Partnership's original investment in 402
Julia represented approximately 4% of the aggregate funds initially available
for investment. The Partnership has a 65% ownership interest in 402 Julia.

402 Julia issued a mortgage note secured by the property with an original
principal balance of $1,100,000, bearing interest at 6.69%, and amortizing over
30 years. The mortgage note has a yield maintenance prepayment penalty through
May 2008. The mortgage note matures in August 2008 at which time the then unpaid
principal balance of $936,939, assuming no prepayments, will be due.

The property is located in a competitive downtown market with several
residential properties in the area. For the year ended December 31, 2001, 402
Julia recorded an economic occupancy of 94% for its residential units and an
economic occupancy of 100% for its commercial space for a combined economic
occupancy of 95%. For the year ended December 31, 2001, the average effective
annual income for the residential space was approximately $8,911 per unit and
for the commercial space was approximately $11.26 per square foot.

402 Julia leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2001, approximately 49%
of residential units are leased under month-to-month arrangements. 402 Julia
also leases commercial units under either long-term operating leases or
month-to-month arrangements. At December 31, 2001, the schedule of commercial
lease expirations for 402 Julia is as follows:

                                      K-5
<PAGE>

             Number of        Square         Annual         % of Gross
  Year        Tenants         Footage         Rent         Annual Rents
 -----       ---------        -------       --------      -------------
  2004           1             2,000        $ 18,000           7.0%
  2005           1             1,900          16,200           6.3%

Portland Lofts is a Delaware limited partnership formed on August 8, 1989 to
acquire, construct, rehabilitate, operate and manage three buildings containing
89 residential units, including 29,250 square feet of ground floor commercial
space, located at 555 Northwest Park Avenue in Portland, Oregon. The
Partnership's original investment in Portland Lofts represented approximately
21% of the aggregate funds initially available for investment.

During September 2001, the Partnership pursued certain rights contained within
the Portland Lofts' Partnership Agreement. At the close of business on December
31, 2001, the Partnership, Portland Lofts and the local general partner entered
into an agreement whereby the local general partner withdrew from Portland Lofts
and assigned its .9% general partnership interest and .1% limited partnership
interest to Portland Lofts Apartments, LLC (a Delaware Limited Liability Company
formed on December 14, 2001 and owned 99.9% by the Partnership and .1% by BHP)
and paid a withdrawal fee of $250,000 to Portland Lofts. Prior to the close of
business on December 31, 2001, the Partnership owned a 99% interest in Portland
Lofts.

Portland Lofts issued a mortgage note secured by the property with an original
principal balance of $5,625,000, bearing interest at 9% amortizing over 25
years. The mortgage note has a yield maintenance prepayment penalty through its
maturity date of July 2006 at which time the then unpaid principal balance of
$4,654,082, assuming no prepayments, will be due.

The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2001, the
economic occupancy of its residential units was 92% and the economic occupancy
for its commercial space was 95% for a combined economic occupancy of 93%. For
the year ended December 31, 2001, the average effective annual income for the
residential space was $11,237 per unit and for the commercial space was
approximately $12.16 per square foot.

Portland Lofts leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2001, approximately 66%
of residential units are leased under month-to-month arrangements. Portland
Lofts also leases commercial units principally under long-term operating leases
as well as month-to-month arrangements.

At December 31, 2001, the schedule of commercial lease expirations for Portland
Lofts is as follows:

                                      K-6
<PAGE>

               Number of        Square         Annual       % of Gross
  Year          Tenants         Footage         Rent        Annual Rents
 -----         ---------        -------        ------       ------------

  2002            4             4,985         $32,587          2.2%
  2003            4             5,110          46,373          3.2%
  2004            2             9,360          55,444          3.8%
  2005            1             2,835           7,363          0.5%
  2006            1               -             2,182          0.2%

TCAMP is a Delaware limited liability company formed to own, operate and manage
a building containing 255 residential units and approximately 2,250 square feet
of first floor commercial space located at 250 East Sixth Street in St. Paul,
Minnesota. The Partnership's original investment in the Cosmopolitan property
represented approximately 39% of the aggregate funds initially available for
investment.

On March 30, 2001, TCAMP issued a mortgage note payable in the amount of
$14,000,000, bearing interest at 6.995%, requiring monthly principal and
interest payments totaling $93,095 which commenced May 1, 2001, with the unpaid
principal balance under the mortgage note payable on May 1, 2011. The mortgage
note payable is secured by TCAMP's property, rents, and assignment of leases.
Concurrently, TCAMP entered into an agreement with its other member owning the
remaining 50% membership interest not owned by the Partnership to redeem
ninety-eight percent of her existing membership interest, thereby reducing her
membership interest in TCAMP to 1%. Proceeds of the mortgage note payable were
used to pay in full TCAMP's previous mortgage note payable, closing costs, make
deposits to required escrow accounts, redeem principally all of the membership
interest not owned by the Partnership, and provide excess funds to TCAMP.

The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2001, the
economic occupancy of TCAMP was 95%. For the year ended December 31, 2001, the
average effective annual income for the residential space was approximately
$10,599 per unit and for the commercial space was approximately $15.34 per
square foot. TCAMP leases residential units under either short-term annual
operating leases or month-to-month arrangements. At December 31, 2001,
approximately 9% of residential units are leased under month-to-month
arrangements. TCAMP's commercial space consists of one office tenant whose lease
expires March 2005. The annual rental income for this lease through 2004 is
$35,837 and in 2005 shall be $8,959, (0.3% of gross annual rents).

The Partnership believes that the properties owned by TCAMP, Portland Lofts and
402 Julia are adequately insured.

                                      K-7

<PAGE>
Information regarding the tax depreciation of the properties owned for the year
ended December 31, 2001 is as follows:

                                      Federal                         Life
                                     Tax Basis        Method         (Years)
                                   -----------        -------        -------

       402 JULIA
         Building and
         Improvements              $ 1,325,133          SL             31.5
                                   ===========

       PORTLAND LOFTS
         Building and
         Improvements              $ 3,070,699          SL             27.5
                                        43,252          SL             31.5
                                        85,215          SL             39.0
         Furniture and
         Fixtures                        6,654          DDB             7.0
                                   -----------

                                   $ 3,205,820
                                   ===========







       TCAMP
         Building                  $13,330,155          ACC            19.0
         Improvements                  369,301          SL             27.5
                                       287,884          SL             31.5
                                         4,299          SL             15.0
         Furniture and
         Fixtures                      849,914          DDB             7.0
                                   -----------

                                   $14,841,553
                                   ===========


Information regarding the real estate taxes of the properties owned for the year
ended December 31, 2001 is as follows:

           PROPERTY                    RATE              REAL ESTATE TAX
           --------                    ----              ---------------
       402 Julia                 $ 185.94/1000              $   7,161

       Portland Lofts               19.27/1000                 43,464

       TCAMP                        35.21/1000                363,306


       The Partnership will not be undertaking any major capital improvements
which will give rise to additional real estate taxes.

                                      K-8
<PAGE>

The Investee Entities are, and will continue to be, subject to competition from
existing and future projects in their respective geographic 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 geographic 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.

The Partnership is required to report with the Commission annually Form 10-KSB
and on a quarterly basis Forms 10-QSB. The public may read and copy any
materials the Partnership files with the Commission at the SEC's Public
Reference Room at 450 Fifth St., NW, Washington, DC 20549 or by calling the
Commission at 1-800-SEC-0330. The Partnership files its reports electronically
with the Commission and the Partnership's reports can be downloaded at web site
http://www.sec.gov.

ITEM 2.  DESCRIPTION OF PROPERTIES, INVESTMENT POLICIES, AND DESCRIPTION OF
REAL ESTATE AND OPERATING DATA

Information required by this item under Regulation S-B has been included in Item
1, "Description of Business" and in Item 6, "Management's Discussion and
Analysis or Plan of Operation - Results of Operations".

ITEM 3.  LEGAL PROCEEDINGS

The Partnership is 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.

                                      K-9

<PAGE>


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S UNITS AND RELATED UNIT HOLDER MATTERS.

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

(b)      As of March 15, 2002, there were 2,474 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. For the years ended December 31,
2001 and 2000, no distributions of Cash Flow or Sale or Refinancing Proceeds
were paid or accrued to the Limited Partners.

                                      K-10

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDITION OR PLAN OF OPERATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS. Certain statements in this
report may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words "believes," "seeks,"
"estimates," and "should," and variations of these words and similar
expressions, are intended to identify these forward-looking statements. The
Partnership's actual results could differ materially from those anticipated in
these forward-looking statements. Limited Partners, potential investors and
other readers are urged to consider that factor and are cautioned not to place
undue reliance on such forward-looking statements. The forward-looking
statements included herein are made as of the date of this report, and the
Partnership undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.

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. 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.

As of December 31, 2001, the Partnership had $654,417 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership has
sufficient cash to meet its short-term operating needs.

The short-term liquidity of 402 Julia, TCAMP and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stabilized
operations and TCAMP and Portland Lofts are expected to generate cash flow. The
Partnership received distributions from Portland Lofts of $156,000 for each of
the years ended December 31, 2001 and 2000. The Partnership received
distributions from TCAMP of $172,500 and $262,500, during the years ended
December 31, 2001 and 2000, respectively.

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 accounts for its investment in 402 Julia
using the equity method of accounting. As of March 30, 2001, and as discussed
further in Item 1, TCAMP's accounts and transactions are consolidated with the
accounts and transactions of the Partnership. For the period of January 1, 2000
through March 29, 2001, the Partnership accounted for its investment in TCAMP
under the equity

                                      K-11
<PAGE>

method of accounting. Through December 31, 2001, and as discussed further in
Item 1, the Partnership accounted for its investment in Portland Lofts using the
equity method of accounting. Effective the close of business December 31, 2001,
Portland Lofts' accounts were consolidated with the accounts of the Partnership.
The consolidated statements of operations and cash flows include the
transactions of the Partnership and TCAMP (subsequent to March 29, 2001) after
the elimination of all intercompany transactions and activity. The consolidated
balance sheet includes the accounts of the Partnership, TCAMP and Portland Lofts
after elimination of all intercompany transactions and activity.

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 Entity is recorded as income (loss) with a corresponding
increase (decrease) to the investment account. The allocable portion of losses
of an Investee Entity are not recorded after the respective investment account
is reduced to zero. The allocable portion of earnings of an Investee Entity are
not recorded until all previously unrecorded losses are absorbed. Distributions
received are recorded as reductions to the investment account. Distributions
received from an Investee Entity whose respective investment account has been
reduced to zero are recorded as income.

As a result of the Partnership obtaining unilateral control over the financial
and operating policies of TCAMP and Portland Lofts, the Partnership prepared
consolidated financial statements as of and for the year ended December 31,
2001. The critical accounting policies used in the preparation of the
Partnership's consolidated financial statements are outlined as follows:

          I.      The Partnership consolidated the accounts and transactions of
                  TCAMP and the accounts of Portland Lofts on March 30, 2001 and
                  at the close of business December 31, 2001, respectively,
                  because the Partnership obtained unilateral control.
                  Previously, the Partnership did not have unilateral control
                  over the financial and operating policies of TCAMP and
                  Portland Lofts since major operating and financial decisions
                  were shared between the Partnership and other managing member
                  or local general partner.

          II.     The Partnership established a new basis of accounting for
                  TCAMP upon consolidation by recording the fair value of the
                  consideration paid to the other member of TCAMP for the
                  majority of that member's interest, equal to the excess of the
                  amount paid to that member over the recorded amount of the
                  redeemed interest, totaling $6,512,152, as investment in real
                  estate. The amount recorded was allocated to the various
                  components of investment in real estate in a manner similar to
                  the method used under the purchase method of accounting.

         III.     The Partnership retained its historical cost of zero for the
                  Partnership's 99% interest in Portland Lofts previously owned
                  and reduced Portland Lofts' investment in real estate by
                  $3,471,120. This amount represents the excess of Portland
                  Lofts' partners' equity prior to consolidation over the fair
                  value of the consideration to obtain the local general
                  partner's interest (zero). The amount recorded was allocated
                  to the various components of investment in real estate in a
                  manner

                                      K-12
<PAGE>

                  similar to the method used under the purchase method of
                  accounting.

         IV.      Portland Lofts recorded the $250,000 withdrawal fee received
                  from the local general partner as a capital contribution,
                  rather than as revenue, since $215,408 of such proceeds were
                  used to pay amounts outstanding under notes payable to the
                  local general partner and his affiliated entities.

ACTUAL FOR THE YEAR ENDED DECEMBER 31, 2001
VS. ACTUAL FOR THE YEAR ENDED DECEMBER 31, 2000.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the year ended December 31, 2001, 402 Julia recorded an economic
occupancy of 94% for its residential units and an economic occupancy of 100% for
its commercial space for a combined economic occupancy of 95%. For the year
ended December 31, 2000, 402 Julia recorded an economic occupancy of 97% for its
residential units and an economic occupancy of 100% for its commercial space for
a combined economic occupancy of 97%. 402 Julia has benefited from a relatively
strong New Orleans market and continues to record stable operations. For the
years ended December 31, 2001 and 2000, 402 Julia recorded net income of
approximately $39,800 and $47,400, respectively which included depreciation and
amortization of approximately $43,800 for each of those years. This decrease in
net income is primarily due to the decrease in occupancy.

For the period of January 1, 2000 through March 29, 2001, the Partnership's
allocable share of operating income and/or losses in TCAMP was 50%. Effective
March 30, 2001, TCAMP's operating activity is consolidated with that of the
Partnership. TCAMP operates in the competitive lowertown district of St. Paul,
Minnesota. TCAMP has achieved stable occupancy and had an economic occupancy of
95% and 94%, respectively for the years ended December 31, 2001 and 2000. TCAMP
recorded a net loss of approximately $114,100, which included depreciation and
amortization expense of approximately $558,800, for the year ended December 31,
2001. For the year ended December 31, 2000, TCAMP recorded net income of
approximately $591,300, which included depreciation and amortization expense of
approximately $263,100. This decrease in net income is due to increases in
interest,

                                      K-13
<PAGE>

repair and maintenance, depreciation and amortization expenses offset by an
increase in rental and parking income. Interest and amortization expenses
increased due to the refinancing, as discussed above, and depreciation increased
due to the increased basis adjustment to investment in real estate, also
discussed above. Repair and maintenance expense increased due to additional HVAC
work and painting and striping of the parking garage. TCAMP doubled the monthly
amount charged to its tenants for indoor parking, while rental revenue increased
primarily due to 3% increase in rental rates.

For the year ended December 31, 2001, Portland Lofts recorded an economic
occupancy of 92% for its residential units and an economic occupancy of 95% for
its commercial space for a combined economic occupancy of 93%. For the year
ended December 31, 2000, Portland Lofts recorded an economic occupancy of 90%
for its residential units and an economic occupancy of 93% for its commercial
space for a combined economic occupancy of 90%. For the year ended December 31,
2001, Portland Lofts recorded net income of approximately $94,800, which
included depreciation and amortization of approximately $283,700. For the year
ended December 31, 2000, Portland Lofts recorded net income of approximately
$54,400, which included depreciation and amortization expense of approximately
$286,800. This increase in net income is due to an increase in rental income,
offset by an increase in repair and maintenance expense. Portland Lofts' rental
income increased due to increases in occupancy for both its residential and
commercial space and increases in rental rates of 3% for its residential units
and 10% for its commercial space. Repair and maintenance expense increased due
to exterior painting, deck repairs and garage door replacements.

The Partnership recorded a net loss, of approximately $311,600 for the year
ended December 31, 2001 compared to net income of approximately $210,700 for the
year ended December 31, 2000. This decrease was primarily caused by the
following factors:

         A.       Rental income for the year ended December 31, 2001 totaled
                  $2,228,940 as compared to $0 for the year ended December 31,
                  2000. The Partnership obtained unilateral control over TCAMP
                  and consolidated its operations from March 30, 2001 forward
                  resulting in this income in the consolidated financial
                  statements.

         B.       Interest and other income increased to $81,960 for the year
                  ended December 31, 2001 as compared to $24,855 for the year
                  ended December 31, 2000, primarily due to the consolidation of
                  TCAMP's operations from March 30, 2001. These consolidated
                  items contain lease termination fees, laundry income, and late
                  fees among others.

         C.       Operating and administrative expenses increased to $323,912
                  for the year ended December 31, 2001 as compared to $294,131
                  for the year ended December 31, 2000, as a result of general
                  increases in Partnership operating expenses such as salary

                                      K-14
<PAGE>

                  increases, professional fees, travel expenses and computer
                  maintenance.

         D.       Property operating expenses, depreciation, and interest
                  expense totaling $2,413,723 for the year ended December 31,
                  2001 were not included in expenses for the year ended December
                  31, 2000. They are the result of the TCAMP consolidation for
                  the period from March 30, 2001 through December 31, 2001.

         E.       The change in equity in income on Investee Entities is
                  analyzed as follows:

                                                        2001           2000
                                                     --------        --------
                              402 Julia              $ 22,737        $ 27,707
                              Portland Lofts          155,354         156,646
                              TCAMP                   (62,951)        295,638
                                                     --------        --------
                                                     $115,140        $479,991

                  The primary difference was caused by the consolidation of
                  TCAMP operations from March 30, 2001. While TCAMP operations
                  were included in income of Investee Entities for twelve months
                  of 2000; 2001 contains only the first quarter.

PRO FORMA FOR YEAR ENDED DECEMBER 31, 2001
VS. PRO FORMA FOR YEAR ENDED DECEMBER 31, 2000

The following table sets forth the unaudited pro-forma results of operations for
the years ended December 31, 2001 and 2000 assuming the Partnership obtained
controlling interest in TCAMP and Portland Lofts on January 1, 2000. The
unaudited pro-forma results of operations give effect to certain adjustments for
depreciation and mortgage financing and are based on currently available
information and certain assumptions. They do not purport to represent what
results of operations would actually have been if controlling interest had been
obtained on January 1, 2000 nor do they project results of operations for any
future date or period.

                                               (unaudited)
                                               December 31,
                                          2001              2000
                                      ----------         ----------
          Revenues                    $4,495,891         $4,182,841
          Expenses                     4,820,658          4,689,709
          Equity in income of
           investee entity                22,737             27,707
                                      ----------         ----------
          Net Loss                    $ (302,030)        $ (479,161)
          Net Loss per unit           $   (11.25)        $   (17.84)

Pro forma revenue in 2001 increased by approximately $313,000 as compared to
2000. TCAMP doubled the monthly amount charged to its tenants for indoor
parking. This accounted for $89,000 of the increase. In addition, TCAMP raised
rents 3% or $80,000, and had a 1%


                                      K-15
<PAGE>

or $10,000 increase in occupancy. Portland Lofts apartment rents increased 3% or
$30,000 and its commercial rents by 10% or $43,000, and had an increase in
occupancy of 2% or $33,000 for both its apartments and commercial space. The
remainder of the increase, $28,000, is due to an increase in other income at
TACMP. Other income consists of rental related revenue such as lease termination
fees, laundry income, late fees, etc.

Pro forma operating expenses in 2001 increased approximately $131,000 as
compared to 2000. This increase was due to $41,000 of increased exterior
painting, $19,000 of deck repairs and $17,000 garage door replacements at
Portland Lofts. TCAMP operational expense accounted for the remainder of the
increase, $54,000, and was due to additional HVAC work and painting and striping
of the parking garage.

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 7.  FINANCIAL STATEMENTS

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

                                      K-16
<PAGE>

        None.






                                    PART III

ITEM 9.  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             56

    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.

                                      K-17
<PAGE>


                  (c)      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 9(a) and 9(b) is as follows:

Terrence P. Sullivan, 56, 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, which concluded its business
affairs December 31, 1999. In addition, an entity controlled by Mr. Sullivan
served 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. ICP concluded its business affairs December 31, 2000.

                  (f)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

                                      K-18
<PAGE>

                           None.

ITEM 10.          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 Partner and its 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.

There were no expense reimbursements paid to or accrued, for the years ended
December 31, 2001 and 2000.

For the years ended December 31, 2001 and 2000, the Partnership allocated to the
General Partner unaudited taxable income/(loss) of ($7,717) and $1,675,
respectively.

ITEM 11.   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, 2001. 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, 2001. 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

                                      K-19
<PAGE>
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 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            None

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

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

            1. 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 2001.


                                      K-20
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               HISTORIC PRESERVATION PROPERTIES 1989
                               LIMITED PARTNERSHIP

                               By:      Boston Historic Partners Limited
                                        Partnership, General Partner

                                        By:  Portfolio Advisory Services,
                                             Inc., General Partner

Date:  March 15, 2002                   By:  /s/ Terrence P. Sullivan
                                             -----------------------------------
                                             Terrence P. Sullivan,
                                             President

                                        and


Date:  March 15, 2002                   By:  /s/ Terrence P. Sullivan
                                             -----------------------------------
                                             Terrence P. Sullivan,
                                             General Partner


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

SIGNATURE                                        TITLE
---------                                        -----

/s/ Terrence P. Sullivan               Individual General Partner of Boston
------------------------               Historic Partners Limited
Terrence P. Sullivan                   Partnership and President, Principal
                                       Executive Officer and Director of
Date: MARCH 15, 2002                   Portfolio Advisory Services, Inc.,
                                       General Partner of Boston Historic
                                       Partners Limited Partnership.


/s/ Terrence P. Sullivan               Principal Financial and Principal
------------------------               Accounting Officer of Portfolio
Terrence P. Sullivan                   Advisory Services, Inc., General
                                       Partner of Boston Historic Partners
Date: MARCH 15, 2002                   Limited Partnership




                                      K-21
<PAGE>




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

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



                                      K-22
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000





<PAGE>





                          ANNUAL REPORT ON FORM 10-KSB

                                     ITEM 7


                          INDEX TO FINANCIAL STATEMENTS


                                                                           PAGE
                                                                           ----
Financial Statements of Historic Preservation
   Properties 1989 Limited Partnership

     Independent Auditors' Report.......................................... F-3
     Consolidated Balance Sheet as of December 31, 2001.................... F-4
     Consolidated Statement of Operations for the Year Ended
       December 31, 2001 and Statement of Operations for the
       Year Ended December 31, 2000........................................ F-5
     Consolidated Statement of Partner's Equity (Deficit) for
       the Year Ended December 31, 2001 and Statement of Partners'
       Equity (Deficit) for the Year Ended December 31, 2000............... F-6
     Consolidated Statement of Cash Flows for the Year Ended
       December 31, 2001 and Statement of Cash Flows for the Year
       Ended December 31, 2000............................................. F-7
     Notes to Consolidated Financial Statements............................ F-8



                                      F-2



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Partners
Historic Preservation Properties 1989 Limited Partnership
Boston, Massachusetts

We have audited the accompanying consolidated balance sheet of Historic
Preservation Properties 1989 Limited Partnership (the Partnership) as of
December 31, 2001, and the related consolidated statements of operations,
partners' equity (deficit) and cash flows for the year ended December 31, 2001
and the statements of operations, partners' equity (deficit) and cash flows for
the year ended December 31, 2000. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Historic Preservation
Properties 1989 Limited Partnership as of December 31, 2001, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.



Providence, Rhode Island
February 13, 2002


                                       F-3

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001



                                     ASSETS


INVESTMENT IN REAL ESTATE
     Land                                                         $  2,396,037
     Buildings and improvements                                     16,958,473
     Furniture and equipment                                           400,420
                                                                 -------------
                                                                    19,754,930
     Accumulated depreciation                                       (2,232,942)
                                                                 -------------
                                                                    17,521,988
                                                                 -------------

INVESTMENT IN INVESTEE ENTITY                                          467,339

CASH AND CASH EQUIVALENTS
     Real estate operating                                           1,173,223
     Partnership                                                       654,417
                                                                 -------------
                                                                     1,827,640
                                                                 -------------

CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                           144,741

OTHER ASSETS                                                           184,312
ESCROW DEPOSITS                                                        171,909
DEFERRED COSTS, less accumulated amortization of $80,938               283,266
                                                                 -------------

                                                                 $  20,601,195
                                                                 =============

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage notes payable                                      $  19,123,989
     Accounts payable and accrued expenses                             363,487
     Security deposits                                                 125,922
                                                                 -------------

              Total liabilities                                     19,613,398
                                                                 -------------

COMMITMENTS (Note 5)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                1,209,255
     General Partner's Deficit                                        (221,458)
                                                                 -------------

              Total partners' equity                                   987,797
                                                                 -------------

                                                                 $  20,601,195
                                                                 =============




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

                                       F-4
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                           AND STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000





                                                2001               2000
                                              ----------        ---------

REVENUE:
     Rental income                            $2,228,940        $      --
      Interest and other income                   81,960           24,855
                                              ----------        ---------
           Total revenue                       2,310,900           24,855
                                              ----------        ---------
EXPENSES:
     Operating and administrative                323,912          294,131
       Property operating expenses:
           Payroll services                      227,017               --
           Utilities                             258,182               --
           Real estate taxes                     274,432               --
           Other operating expenses              479,119               --
       Depreciation and amortization             423,730               --
                                              ----------        ---------
           Total expenses                      1,986,392          294,131
                                              ----------        ---------

INCOME (LOSS) FROM OPERATIONS                    324,508         (269,276)

INTEREST EXPENSE                                 751,243               --

EQUITY IN INCOME OF
     INVESTEE ENTITIES                           115,140          479,991
                                              ----------        ---------

NET INCOME (LOSS)                             $ (311,595)       $ 210,715
                                              ==========        =========

NET INCOME (LOSS) ALLOCATED
     TO GENERAL PARTNER                       $   (3,116)       $   2,107
                                              ==========        =========

NET INCOME (LOSS) ALLOCATED
     TO LIMITED PARTNERS                      $ (308,479)       $ 208,608
                                              ==========        =========

NET INCOME (LOSS) PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                   $   (11.60)       $    7.85
                                              ==========        =========



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

                                       F-5

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                    FOR THE YEAR ENDED DECEMBER 31, 2001 AND
                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                     Units of
                                     Investor           Investor
                                     Limited            Limited         General
                                    Partnership        Partners'        Partner's
                                     Interest           Equity          Deficit            Total
                                    -----------      ------------     -----------       -----------
<S>                                  <C>              <C>              <C>              <C>
BALANCE, December 31, 1999            26,588         $ 1,309,126      $  (220,449)      $ 1,088,677

  Net income                              --             208,608            2,107           210,715
                                     -------         -----------      -----------       -----------


BALANCE, December 31, 2000            26,588           1,517,734         (218,342)        1,299,392

  Net loss                                --            (308,479)          (3,116)         (311,595)
                                     -------         -----------      -----------        ----------

BALANCE, December 31, 2001            26,588         $ 1,209,255      $  (221,458)       $  987,797
                                     =======         ===========      ===========        ==========
</TABLE>


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

                                       F-6
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                           AND STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                  2001               2000
                                                                               -----------        -----------
<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                         $  (311,595)       $  210,715
     Adjustment to reconcile net income (loss) to
       net cash provided by operating activities:
           Depreciation and amortization                                           423,730                --
         Equity in income in Investee Entities (over) under
            distributions received                                                 213,355           (61,491)
         Decrease in other assets                                                  246,194             3,500
         Increase (decrease) in accounts payable and accrued expenses               82,014            (2,058)
         Increase in security deposits, net                                        (18,816)               --
                                                                               -----------        ----------
             Net cash provided by operating activities                             634,882           150,666
                                                                               -----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payment of deferred costs                                                      (4,679)               --
     Purchase of building improvements                                             (14,486)               --
     Decrease in escrow deposits, net                                              158,865                --
     Cash provided by Investee Entities                                            508,159                --
                                                                               -----------        ----------
             Net cash provided by investing activities                             647,859                --
                                                                               -----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                                (82,716)               --
                                                                               -----------        ----------
             Cash used by financing activities                                     (82,716)               --
                                                                               -----------        ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                        1,200,025           150,666

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                       627,615           476,949
                                                                               -----------        ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                                         $ 1,827,640        $  627,615
                                                                               ===========        ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                                $   667,413        $      --
                                                                               ===========        =========
</TABLE>


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

                                       F-7
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


(1)      ORGANIZATION AND GENERAL PARTNER - BHP

         Historic Preservation Properties 1989 Limited Partnership (the
         Partnership) was formed on September 1, 1988 under the Delaware Revised
         Uniform Limited Partnership Act. The purpose of the Partnership 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 the Partnership. 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, 2001, BHP had
         established three such partnerships, including the Partnership.

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

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

         As of March 30, 2001, and as further discussed in Note 3, the
         Partnership holds a 99% membership interest in The Cosmopolitan at
         Mears Park, LLC (TCAMP), a Delaware limited liability company. All
         operating and financial policy decisions of TCAMP are controlled by the
         Partnership.

         Through December 31, 2001, and as further discussed in Note 3, the
         Partnership holds a 99% general partnership interest in Portland Lofts
         Associates, LP (Portland Lofts) a Delaware limited partnership. Through
         December 31, 2001, the Partnership accounted for its investment in
         Portland Lofts under the equity method of accounting. Effective at the
         close of business on December 31, 2001, all operating and financial
         policy decisions of Portland Lofts are controlled by the Partnership.

         The consolidated statements of operations, changes in partners' equity
         (deficit) and cash flows include the accounts of the Partnership and
         TCAMP after the elimination of all intercompany accounts and
         transactions. The consolidated balance sheet includes the accounts of
         the Partnership, TCAMP and Portland Lofts after elimination of all
         intercompany accounts and transactions. Members' equity of TCAMP has
         been classified as partners' equity in the accompanying consolidated
         financial statements. The Partnership and its consolidated entities are
         collectively referred to herein as HPP'89.

         Under the principles of consolidation, losses and other charges
         applicable to the minority interest which exceed the minority interest
         in equity capital of the minority interest are charged against the
         controlling interest since there is no obligation for the minority
         interest to make good such losses or other charges. Once the minority
         interest has been reduced to zero, future earnings of the minority
         interest are credited to the controlling interest to the extent of the
         losses or other charges applicable to the minority interest which have
         been charged against the controlling interest. At December 31, 2001,
         the minority interest in TCAMP has been reduced to zero and cumulative
         losses and other charges applicable to the minority interest which have
         been charged against HPP'89 total approximately $2,700.


                                       F-8

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INVESTMENTS IN INVESTEE ENTITIES

         The Partnership accounts for its investments in its 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 Entity is recorded as income (loss) with a corresponding
         increase (decrease) to the investment account. The allocable portion of
         losses of an Investee Entity are not recorded after the respective
         investment account is reduced to zero. The allocable portion of
         earnings of an Investee Entity are not recorded until all previously
         unrecorded losses are absorbed.

         Distributions received are recorded as reductions to the investment
         account. Distributions received from an Investee Entity whose
         respective investment account has been reduced to zero are recorded as
         income.

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

         REAL ESTATE AND DEPRECIATION

         Real estate is held for lease and stated at cost. Depreciation is
         provided over the estimated economic useful lives of the assets using
         the straight-line method.

         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 to be cash equivalents. At December 31,
         2001, cash equivalents totaled $1,687,462.

         At December 31, 2001, HPP'89 had $655,897 of cash and cash equivalents
         on deposit in a bank in excess of amounts insured by the Federal
         Deposit Insurance Corporation. Also at December 31, 2001, HPP'89 had
         $1,000,531 of Massachusetts municipal money market funds which are not
         insured or guaranteed.

         DEFERRED COSTS

         Deferred costs relating to mortgage notes and commercial leases are
         amortized on a straight-line basis over their respective terms.

         REVENUE RECOGNITION

         Revenue, principally under annual operating leases, is recorded when
         due. In most cases, management expects that in the normal course of
         business, leases will be renewed or replaced by other leases.


                                       F-9

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INCOME TAXES

         No provision (benefit) for income taxes is reflected in the
         accompanying consolidated financial statements. 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.

(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

         During the years ended December 31, 2001 and 2000, the Partnership's
         allocable percentage of operating income and/or losses in the Investee
         Entities range from 50% to 99%. At December 31, 2001, the Partnership
         has unilateral control over the major operating and financial policies
         of TCAMP and obtained unilateral control over the major operating and
         financial policies of Portland Lofts at the close of business on
         December 31, 2001. The Investee Entity's (402 Julia) agreement in
         general, provides for a sharing of management duties and decisions
         among the Partnership and the local general partner. Significant
         Investee Entity decisions require the approval of both the Partnership
         and the local general partner. In addition, 402 Julia has entered into
         various agreements with its local general partner (or its affiliates),
         to provide development, management and other services, for which the
         local general partner (or its affiliates), are paid fees by 402 Julia.

         Following is a summary of information regarding Real Estate investments
         and the Investee Entity investment.

         THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP) TCAMP, a Limited Liability
         Company, was formed on March 15, 1996, under the Delaware Limited
         Liability Company Act. Upon the formation of TCAMP, the Partnership
         contributed land, building and improvements and furniture and
         equipment, and certain other assets and liabilities, to TCAMP for a 50%
         ownership interest. The purpose of TCAMP is to engage in investment in,
         and operation and development of, real estate and interests therein.
         TCAMP owns a residential apartment complex containing 255 residential
         units and 2,200 square feet of commercial space located at 250 6th
         Street, St. Paul, Minnesota. Profits and losses are allocated to the
         members, and distributions from TCAMP to the Partnership and the other
         member are subject to the order of distribution, as specified in the
         Operating Agreement of TCAMP. The liability of the members of TCAMP 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 satisfy its liabilities.

         Through March 29, 2001, the Partnership accounted for its investment in
         TCAMP using the equity method of accounting since management duties and
         decisions were shared among, and required the approval of, the
         Partnership and other managing members.

         On March 30, 2001, TCAMP issued a mortgage note payable secured by
         TCAMP's property, rents, and assignment of leases. Concurrently, TCAMP
         entered into an agreement with its other member owning the remaining
         50% membership interest not then owned by the Partnership to redeem
         ninety-eight percent of her existing membership interest, thereby
         reducing her membership interest in TCAMP to 1%. Proceeds of the
         mortgage note payable were used to pay in full TCAMP's previous
         mortgage note payable, closing costs, make deposits to required escrow
         accounts, redeem principally all of the membership interest not then
         owned by the Partnership, and provide excess funds to TCAMP.


                                      F-10
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

         The Partnership recorded a net loss of $62,952, (adjusted for
         consolidation) for the period January 1, 2001 through March 29, 2001
         and net income of $295,638 for the year ended December 31, 2000 from
         the TCAMP investment under the equity method of accounting. The
         Partnership received cash distributions of $172,500 and $262,500 from
         TCAMP for the years ended December 31, 2001 and 2000, respectively. Due
         to the Partnership's acquisition of a controlling interest in TCAMP, as
         of March 30, 2001, the accounts and transactions of TCAMP are included
         in the consolidated financial statements of HPP'89. Effective March 30,
         2001, the Partnership obtained unilateral control over the major
         operating and financial policies of TCAMP. In consolidating its
         interest in TCAMP, HPP'89 established a new basis of accounting by
         recording the fair value of the consideration paid to the other member
         for the majority of its interest, equal to the excess of the amount
         paid to that member over the recorded amount of the redeemed interest,
         totaling $6,512,152, as investment in real estate. The amount recorded
         was allocated to the various components of investment in real estate in
         a manner similar to the method used under the purchase method of
         accounting.

         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
         89 residential units and 29,250 square feet of ground floor space
         useable as either commercial space or as home/studio space for artists,
         located at 555 Northwest Park Avenue in Portland, Oregon. Profits and
         losses are allocated, and cash distributions are made, to the partners
         in accordance with Portland Lofts' Partnership Agreement.

         Through December 31, 2001, the Partnership owned a 99% general
         partnership interest in Portland Lofts and accounted for its nvestment
         using the equity method of accounting since management duties and
         decisions were shared among, and required the approval of, the
         Partnership and the local general partner.

         During September 2001, the Partnership pursued certain rights contained
         within the Portland Lofts' Partnership Agreement. At the close of
         business on December 31, 2001, the Partnership, Portland Lofts and the
         local general partner entered into an agreement whereby the local
         general partner withdrew from Portland Lofts and assigned its .9%
         general partnership interest and .1% limited partnership interest to
         Portland Lofts Apartments, LLC (a Delaware Limited Liability Company
         formed on December 14, 2001 and owned 99.9% by the Partnership and .1%
         by BHP) and paid a withdrawal fee of $250,000 to Portland Lofts.

         Effective at the close of business on December 31, 2001, the
         Partnership obtained unilateral control over the major operating and
         financial policies of Portland Lofts, and the accounts of Portland
         Lofts have been included in the consolidated balance sheet at December
         31, 2001. At the date of obtaining unilaterial control over Portland
         Lofts, the Partnership's recorded investment in Portland Lofts was zero
         and the Partnership determined that the fair value of the consideration
         to obtain the local general partner's interest in Portland Lofts was
         zero. Consequently, in consolidating the accounts of Portland Lofts at
         December 31, 2001, HPP'89 retained its historical cost of zero for its
         99% interest in Portland Lofts previously owned and reduced investment
         in real estate by $3,471,120 in accordance with accounting principles
         generally accepted in the United States (U.S. GAAP). This amount
         represents the excess of Portland Lofts' partners' equity prior to
         consolidation over the fair value of the consideration to obtain the
         local general partner's interest (zero). The reduction to investment in
         real estate was allocated to its various components in a manner similar
         to the method used under the purchase method of accounting. The
         $250,000 withdrawal fee paid by the local general partner to Portland
         Lofts was recorded by Portland Lofts as a capital contribution, rather
         than income, since $215,408 of such proceeds were used to pay amounts
         outstanding under notes payable to the local general partner and
         affiliated entities.

         For the years ended December 31, 2001 and 2000, HPP'89 was allocated
         net income of $93,894 and $53,847, respectively, from Portland Lofts
         under the equity method of accounting.


                                      F-11
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

         Under the equity method of accounting, for each of the years ended
         December 31, 2001 and 2000, HPP'89 received distributions of $156,000
         from Portland Lofts. Distributions received in excess of the
         Partnership's recorded investment totaling $61,460 and $143,000 for the
         years ended December 31, 2001 and 2000, respectively, were recorded as
         equity in income of investee entities.

         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 building containing 24
         residential units and approximately 3,500 net rentable square feet of
         commercial space building located there on at 402 Julia Street, New
         Orleans, Louisiana.

         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 require annual payments of $3,500
         through 2016 and a final payment of $4,500 in 2017. At December 31,
         2001, the remaining uncollected payments total $57,000, which are
         secured by the interest sold to the developer general partner, and are
         included in other assets.

         HPP'89 recorded net income from the 402 Julia Investment of $25,989 and
         $30,959, respectively, under the equity method of accounting as well as
         amortization of $3,252 for the years ended December 31, 2001 and 2000.

         HPP'89's investment in its Investee Entity (402 Julia) at December 31,
         2001 is summarized as follows:


             Investment and advances made in cash               $ 775,000
             Evaluation and acquisition costs                      88,958
             Interest capitalization and other costs               39,615
             Net equity in loss of Investee Entity               (155,590)
             Amortization of certain costs                        (39,024)
             Sale of one third interest of Investee Entity       (241,620)
                                                                ---------
                                                                $ 467,339
                                                                =========

         The summary balance sheet of the remaining Investee Entity (402 Julia)
         as of December 31, 2001 and summary combined statements of operations
         for the years ended December 31, 2001 and 2000 are as follows. TCAMP's
         and Portland Loft's balance sheets have been consolidated with the
         Partnership at December 31, 2001 and the combined statement of
         operations for the year ended December 31, 2001 includes 402 Julia,
         Portland Lofts, and the activity of TCAMP for the period of January 1,
         2001 through March 29, 2001. As of March 30, 2001, TCAMP's activity is
         consolidated with that of the Partnership.


                                      F-12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


                                  BALANCE SHEET
                                     ASSETS

    Land                                                         $  132,800
    Buildings and improvements (net of accumulated
        depreciation of $474,208)                                 1,107,363
    Cash and cash equivalents                                       242,707
    Other assets, less accumulated amortization of  $14,667          85,701
                                                                 ----------
             Total assets                                        $1,568,571
                                                                 ==========

          LIABILITIES AND PARTNERS' EQUITY

    Liabilities
         Mortgage note payable                                   $1,057,193
         Other liabilities                                           43,134
                                                                 ----------
         Total liabilities                                        1,100,327
                                                                 ----------

         Partners' equity:
         HPP'89                                                     404,389
         Other partners                                              63,855
                                                                 ----------
            Total partners' equity                                  468,244
                                                                 ----------
               Total liabilities and partners' equity            $1,568,571
                                                                 ==========


                        COMBINED STATEMENTS OF OPERATIONS

                                                    2001            2000
                                                 ----------      ----------
     Revenue:
             Rental revenue                      $2,403,424      $4,361,451
             Interest and other income               47,385          71,524
                                                 ----------      ----------
               Total revenue                      2,450,809       4,432,975
                                                 ----------      ----------
     Expenses:
           Operating expenses                     1,005,925       1,959,496
           Depreciation and amortization            464,330         593,734
           Interest expense                         840,105       1,186,689
                                                 ----------      ----------
               Total expenses                     2,310,360       3,739,919
                                                 ----------      ----------

     Net income from operations                  $  140,449      $  693,056
                                                 ==========      ==========
     Net income allocated to HPP'89              $  122,796      $  380,444
                                                 ==========      ==========
     Net income allocated to other partners     $    17,653      $  312,612
                                                ===========      ==========


     As explained elsewhere in these notes to the consolidated financial
     statements, the Partnership obtained controlling interests in TCAMP and
     Portland Lofts during the year ended December 31, 2001.

     The results of operations for TCAMP are included in the consolidated
     statement of operations for the year ended December 31, 2001 from March
     30, 2001, the date controlling interest was obtained. Controlling
     interest in Portland Lofts was obtained on December 31, 2001. The
     consolidated statement of operations for the year ended December 31,
     2001 includes the results of Portland Lofts as recognized in accordance
     with the equity method of accounting.


                                      F-13

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

         The following table sets forth the unaudited pro-forma results of
         operations for the years ended December 31, 2001 and December 31, 2000
         assuming the Partnership obtained controlling interests in TCAMP and
         Portland Lofts on January 1, 2000. The unaudited pro-forma results of
         operations give effect to certain adjustments for depreciation and
         mortgage financing and are based on currently available information and
         certain assumptions. They do not purport to represent what results of
         operations would actually have been if controlling interests had been
         obtained on January 1, 2000 nor do they project results of operations
         for any future date or period.

                                                          (unaudited)
                                                          December 31,
                                                     2001              2000
                                                   ----------      ----------

           Revenues                                $4,495,891      $4,182,841
           Equity in income of investee entity         22,737          27,707
           Net loss - 99%                            (299,009)       (474,369)
           Net loss per unit                           (11.25)         (17.84)

(4)      MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS

         TCAMP's mortgage note payable bears interest at 6.995%, amortizes over
         a 30-year schedule, requires monthly principal and interest payments
         totaling $93,095 commencing May 1, 2001, with the unpaid principal
         balance under the mortgage note payable on May 1, 2011. The mortgage
         note payable is secured by TCAMP's property, rents, and assignment of
         leases. The mortgage note requires monthly escrow deposits for real
         estate taxes, insurance escrow and replacement reserves of $31,489,
         $2,963, and $5,313, respectively.

         Portland Lofts' mortgage note bears interest at 9%, 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. The mortgage note is secured by the
         property, rents and assignment of leases.

         As of December 31, 2001, annual maturities of the mortgage notes for
         the next five years are as follows:


                   YEAR ENDING DECEMBER 31,             AMOUNT

                        2002                        $  236,465
                        2003                           255,887
                        2004                           274,136
                        2005                           299,519
                        2006                         4,915,863

 (5)     RELATED PARTY TRANSACTION AND COMMITMENTS

         TCAMP entered into a management agreement with Claremont Management
         Corporation (CMC) to manage the property. The sole shareholder of CMC
         is related to the other member of TCAMP. The agreement expires on
         September 30, 2002 and automatically renews thereafter on an annual
         basis, unless terminated earlier as provided for in the agreement. The
         management agreement required the payment of a management fee through
         March 29, 2001 of 4% of gross receipts, as defined in the agreement,
         plus the reimbursement of all CMC's costs of providing these services.
         As of March 30, 2001, the management agreement was amended to adjust
         the rate to 3% of gross receipts. Management fees under the management
         agreement totaled $90,511 and $112,751, respectively, for the years
         ended December 31, 2001 and 2000. Expense reimbursements to CMC for the
         years ended December 31, 2001 and 2000 totaled $ 277,992 and $270,171,
         respectively.


                                      F-14
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001


(5)      RELATED PARTY TRANSACTION AND COMMITMENTS (CONTINUED)

         Portland Lofts has a month-to-month management agreement with an
         unrelated party to manage the property for a fee equal to 3% of gross
         receipts as defined in the agreement. The unrelated party also received
         leasing commissions equal to 5% of amounts due under commercial leases.

         Effective July 1, 1998, the Partnership engaged Gunn Financial,
         Incorporated (GFI), an unaffiliated Massachusetts corporation, to
         provide accounting, asset management and investor services. GFI
         provides such services for an annual management fee plus reimbursement
         of all its costs of providing these services. The agreement expires on
         the earlier of June 30, 2006 or liquidation of the Partnership, as
         defined. Through June 30, 2000, the annual fee was $63,000 and
         effective July 1, 2000, the annual fee was reduced to $54,000. For the
         years ended December 31, 2001 and 2000, GFI was reimbursed $194,036 and
         $160,176, respectively, for operating costs.

         Effective April 1, 2001, HPP'89 has committed to pay the principal of
         GFI $5,000 per month for direct mortgage services and operational
         management provided by him for TCAMP. The agreement continues in effect
         until such services are no longer rendered. For the year ended December
         31, 2001, the principal of GFI was paid $45,000 for these services.

(6)      MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

         Portland Lofts rents space to commercial tenants under operating leases
         of varying terms expiring through 2005. As of December 31, 2001,
         Portland Lofts had entered into twelve commercial leases covering 77%
         (unaudited) of the building's net rentable commercial space, four
         commercial tenants under month-to-month leases and had two vacant
         spaces. The Partnership's largest commercial tenant occupies 23% of the
         commercial space at December 31, 2001, representing only 5.8% of the
         total square feet of the property.

         At December 31, 2001, minimum future rentals, excluding reimbursement
         of real estate taxes and certain operating expenses, to be received
         under noncancellable commercial leases for each of the next five years
         are as follows:

             Year Ending December 31,                Amount
             ------------------------               --------

                       2002                         $262,776
                       2003                          200,715
                       2004                          106,166
                       2005                           13,907
                       2006                            2,182

         The above amounts do not include additional rentals that will become
         due as a result of escalation provisions in the commercial leases.

         In most cases, management expects that in the normal course of
         business, commercial leases will be renewed or replaced by other leases
         and month-to-month arrangements will be continued or replaced by other
         leases.

(7)      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash and cash equivalents, cash and cash
         equivalents security deposits, other assets, escrow deposits, accounts
         payable and accrued expenses, and security deposits at December 31,
         2001 approximate their fair values due to their short maturities. The
         fair value of the mortgage notes payable at December 31, 2001
         approximate their carrying amount based on the interest rates available
         for similar financing arrangements. All financial instruments were held
         for non-trading purposes.



                                      F-15

<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP




                                    EXHIBITS


<PAGE>


            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 S-11, 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).


<PAGE>



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. 33-24129, 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).


<PAGE>


                            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

<PAGE>
                                      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 10-K 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).


<PAGE>

                                 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).


<PAGE>

                               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

<PAGE>

                                      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).

<PAGE>


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 10-K 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


<PAGE>



                                 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).


<PAGE>



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. 1996
                         (filed as Exhibit 10(z) to the Partnership's Form 10-K
                         as of December 31, 1996 and incorporated herein by this
                         reference).

                                 I.   Operating Agreement of the Cosmopolitan
                                      at Mears Park, LLC, dated March 15, 1996
                                      (filed as Exhibit 10(z) to the
                                      Partnership's Form 10-K as of December 31,
                                      1996 and incorporated herein by this
                                      reference).


<PAGE>



                                II.   Management Agreement between The
                                      Cosmopolitan at Mears Park, LLC and
                                      Claremont Management Corporation, dated
                                      March 20, 1996 (filed as Exhibit 10 (z) to
                                      the Partnership's Form 10-K as of December
                                      31, 1996 and incorporated herein by this
                                      reference).

10(aa)                   Documents relating to the refinancing of The
                         Cosmopolitan at Mears Park, LLC Mortgage Debt. (filed
                         as Exhibit 10 (aa) to the Partnership's Form 10-K as
                         of December 31, 1996 and incorporated herein by this
                         reference).

                                 I.   Promissory Note between the Cosmopolitan
                                      at Mears Park, LLC and Heller Financial,
                                      Inc., dated March 20, 1996 (filed as
                                      Exhibit 10 (aa) to the Partnership's Form
                                      10-K as of December 31, 1996 and
                                      incorporated herein by this reference).

                                II.   Mortgage, Assignment of Rents and Security
                                      Agreement between the Cosmopolitan at
                                      Mears Park, LLC and Heller Financial,
                                      Inc., dated March 20, 1996 (filed as
                                      Exhibit 10 (aa) to the Partnership's Form
                                      10-K as of December 31, 1996 and
                                      incorporated herein by this reference).

                               III.   Letter Agreement between Patrick
                                      Carney and Heller Financial regarding
                                      Personal Liability for carve-outs to
                                      non-recourse language dated March 20, 1996
                                      (filed as Exhibit 10 (aa) to the
                                      Partnership's Form 10-K as of December 31,
                                      1996 and incorporated herein by this
                                      reference).

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 10-K as of December 31, 1992)
                         (filed as Exhibit 10 (bb) to the Partnership's Form
                         10-K as of December 31, 1996 and incorporated herein by
                         this reference).

10(cc)                   Documents relating to the refinancing of the
                         Portland Lofts Associates, L.P. Mortgage Debt, (all
                         dated as of June 20, 1996).


<PAGE>



                                 I.   Promissory Note between Portland Lofts
                                      Associates, L.P. and Bank of America
                                      Oregon (filed as Exhibit 10 Form 10-K as
                                      of December 31, 1996 and incorporated
                                      herein by this reference).

                                II.   The Standing Loan Agreement between
                                      Portland Lofts Associates, L.P. and Bank
                                      of America Oregon (filed as Exhibit 10
                                      (cc) to the Partnership's Form 10-K as of
                                      December 31, 1996 and incorporated herein
                                      by this reference).

                               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 (filed as
                                      Exhibit 10 (cc) to the Partnership's Form
                                      10-K as of December 31, 1996 and
                                      incorporated herein by this reference).

                                IV.   The Payment Guaranty between Joseph W.
                                      Angel, II and Bank of America Oregon
                                      (filed as Exhibit 10 (cc) to the
                                      Partnership's Form 10-K as of December 31,
                                      1996 and incorporated herein by this
                                      reference).

                                 V.   The Payment Guaranty between Lynne I.
                                      Angel and Bank of America Oregon (filed as
                                      Exhibit 10 (cc) to the Partnership's Form
                                      10-K as of December 31, 1996 and
                                      incorporated herein by this reference).

10(d)                    Promissory Note between Portland Loft Associates, L.P.
                         and Joseph Angel and Lynne Angel, dated December 18,
                         1996 (filed as Exhibit 10 (dd) to the Partnership's
                         Form 10-K as of December 31, 1996 and incorporated
                         herein by this reference).

10(ee)                   Forbearance Agreement between Historic
                         Preservation Properties 1989, L.P. and East Bank Angel
                         Joint Venture, dated July 1, 1997 (filed as Exhibit
                         10(ee) to the Partnership's Form 10-K as of December
                         31, 1997 and incorporated herein by this reference).

10(ff)                   Asset Management agreement between Historic
                         Preservation Properties 1989, L.P. and Gunn Financial
                         Incorporated, dated July 1, 1998 (filed as Exhibit 10
                         (ff) to the Partnership's Form 10-K as of December 31,
                         1998 and incorporated herein by this reference).


10(gg)                   Documents relating to the refinancing of 402 Julia
                         Street Associates, L.P.'s Mortgage Debt, dated July 9,

<PAGE>

                         1998 (filed as Exhibit 10 (gg) to the Partnership's
                         Form 10-K as of December 31, 1998 and incorporated
                         herein by this reference).

                         I.           Multifamily Note between 402 Julia Street
                                      Associates, L.P. and Investment Property
                                      Mortgage, L.L.C. (filed as Exhibit 10 (gg)
                                      to the Partnership's Form 10-K as of
                                      December 31, 1998 and incorporated herein
                                      by this reference).


                         II.          Multifamily Mortgage, Assignment of Rents
                                      and Security Agreement between 402 Julia
                                      Street and Investment Property Mortgage
                                      L.L.C. (filed as Exhibit 10 (gg) to the
                                      Partnership's Form 10-K as of December 31,
                                      1998 and incorporated herein by this
                                      reference).

10(hh)                   First Amendment to Forbearance Agreement between
                         Historic Preservation Properties 1989, L.P. and East
                         Bank Angel Joint Venture, dated June 21, 2000 (filed as
                         Exhibit 10 (hh) to the Partnership's Form 10-KSB as of
                         December 31, 2000 and incorporated herein by this
                         reference).

10(ii)                   Second Amendment to Forbearance Agreement between
                         Historic Preservation Properties 1989, L.P. and East
                         Bank Angel Joint Venture, dated September 27, 2000
                         (filed as Exhibit 10 (ii) to the Partnership's Form
                         10-KSB as of December 31, 2000 and incorporated herein
                         by this reference).

10(jj)                   Third Amendment to Forbearance Agreement between
                         Historic Preservation Properties 1989, L.P. and East
                         Bank Angel Joint Venture, dated December 18, 2000
                         (filed as Exhibit 10 (jj) to the Partnership's Form
                         10-KSB as of December 31, 2000 and incorporated herein
                         by this reference).

10(kk)                   Fourth Amendment to Forbearance Agreement between
                         Historic Preservation Properties 1989, L.P. and East
                         Bank Angel Joint Venture, dated March 20, 2001

10(ll)                   Fifth Amendment to Forbearance Agreement between
                         Historic Preservation Properties 1989, L.P. and East
                         Bank Angel Joint Venture, dated June 20, 2001

10(mm)                   Operating Agreement of Portland Lofts Apartment LLC,
                         dated December 14, 2001.

10(nn)                   Documents relating to the Withdrawal of the Developer
                         from Portland Lofts Associates, LP:

<PAGE>


                         I.      Sixth Forbearance Agreement and withdrawal
                                 agreement between Portland Lofts Associates
                                 Limited Partnership, Historic Preservation
                                 Properties 1989, Limited Partnership, East
                                 Bank Angel Joint Venture and Joseph W.
                                 Angel, dated December 31, 2001.

                         II.     Assignment and Assumption Agreement between
                                 East Bank Angel Joint Venture (general partner
                                 interest) and Portland Lofts Apartments, LLC,
                                 dated December 31, 2001.

                         III.    Assignment and Assumption Agreement  between
                                 East Bank Angel Joint Venture (limited partner
                                 interest) and Portland Lofts Apartments, LLC,
                                 dated December 31, 2001.

                         IV.     First Amendment to Amended and Restated
                                 Agreement of Limited Partnership dated
                                 December 31, 2001.


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).


<PAGE>



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).