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

                                                      FORM 10-K

[X] Annual Report  Pursuant to Section 13 or 15 (d) of the  Securities  Exchange
  Act of 1934
For the fiscal year ended December 31, 1999
                                                         or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934

For the transition period from                to

Commission File Number 33-24129

Historic Preservation Properties 1989 Limited Partnership
(Exact name of registrant as specified in its charter)

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

45 Broad Street, 3rd Floor,  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-K (229.405 of this chapter) is not contained  herein,
      and  will not be  contained,  to the best of  registrant's  knowledge,  in
      definitive  proxy or information  statements  incorporated by reference in
      Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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


<PAGE>




                                         DOCUMENTS INCORPORATED BY REFERENCE



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

I                                   Prospectus of the registrant  dated December
                                    19, 1988 (the "Prospectus").

III                                 The Prospectus.



<PAGE>


                                   K-2

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                          1998 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


                                                                    Sequential
                                                          Page No.   Page No.
PART I

         Item 1   Business                                 K- 3               4
         Item 2   Properties                               K- 7               8
         Item 3   Legal Proceedings                        K- 7               8
         Item 4   Submission of Matters to a
                             Vote of Unit Holders          K- 7               8

PART II

         Item 5   Market for the Registrant's
                             Units and Related Unit
                             Holder Matters                K- 8               9
         Item 6   Selected Financial Data                  K- 9              10
         Item 7   Management's Discussion and
                             Analysis of Financial
                             Condition and Results of
                             Operations                    K-10              11
         Item 8   Financial Statements and
                             Supplementary Data            K-16              17
         Item 9   Changes In and Disagreements
                             with Accountants on Accounting
                             and Financial Disclosure      K-16              17

PART III

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

PART IV

         Item 14  Exhibits, Financial Statement
                             Schedules and Reports on
                             Form 8-K                      K-20              21

SIGNATURES                                                 K-21              22

SUPPLEMENTAL INFORMATION                                   K-22              23


PART I

Item 1.  Business

Historic Preservation Properties 1989 Limited Partnership (HPP'89, also referred
to as the Partnership),  a Delaware limited partnership, was organized under the
Delaware  Revised Uniform Limited  Partnership Act on September 1, 1988, for the
purpose  of  investing  in a  diversified  portfolio  of real  properties  which
qualified for rehabilitation tax credits  (Rehabilitation  Tax Credits) afforded
by Section 47 of the Internal  Revenue Code of 1986, as amended (the Code),  and
rehabilitating  such  properties (or acquiring such properties in the process of
rehabilitation  and  completing  such  rehabilitation)  in a manner  intended to
render the cost of such rehabilitation eligible for classification as "Qualified
Rehabilitation  Expenditures",  as such term is  defined  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. (PAS), a Massachusetts corporation organized for the purpose of acting as a
general  partner  of  the  General  Partner,   and  (ii)  Terrence  P.  Sullivan
(Sullivan).  Limited  partnership  interests in the General  Partner are held by
investors  unaffiliated  with the General Partner  (except for an  approximately
one-half percent limited partnership interest which is owned by Sullivan).

The Partnership does not have any employees.

On October 1, 1995, HPP'89 engaged  Claremont  Management  Corporation  (CMC), a
Massachusetts  Corporation  previously  unaffiliated  and a related  party as of
March 15, 1996 through  ownership by a member of The  Cosmopolitan at Mears Park
to provide asset management,  accounting and investor services for an annual fee
of $76,800  and  reimbursement  of all  operating  expenses  of  providing  such
services.  Commencing July 1, 1996, the annual fee for such services was reduced
to $67,200.  The contract with CMC, which  originally  expired on June 30, 1997,
was renewed until June 30, 1998. On July 1, 1998, HPP'89 engaged Gunn Financial,
Inc.  (GFI),  an  unaffiliated  Massachusetts  Corporation,   to  provide  asset
management,  accounting  and investor  services for an annual fee of $63,000 and
reimbursement  of  all  operating  expenses  of  providing  such  services.  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 real
properties for which the cost of  rehabilitating  such properties  qualifies for
Rehabilitation  Tax  Credits.  A  presentation  of  information  about  industry
segments  is not  applicable  and  would not be  helpful  in  understanding  the
Partnership's business taken as a whole. The Partnership's investment objectives
and policies are described on pages 28-36 of its  Prospectus  dated December 19,
1988 (the Prospectus)  under the caption  "Investment  Objectives and Policies",
which description is incorporated  herein by this reference.  The Prospectus was
filed with the Commission pursuant to Rule 424 (b) on January 5, 1989.

The Partnership originally invested an aggregate of $11,158,064 in three limited
partnerships (collectively, the "Investee Partnerships") through the acquisition
of general  partnership  interests in the Investee  Partnerships,  each of which
owned or acquired real  properties,  the  rehabilitation  of which qualified for
Rehabilitation Tax Credits.  The Partnership also originally invested $5,000,000
in a real property that the  Partnership  purchased  directly (the  Cosmopolitan
Building),  as well as $2,000,000 in operating reserves for such property. As of
December 31, 1999, 100% of the Limited Partners' capital  contributions  (net of
selling  commissions,  organizational  and  sales  costs,  acquisition  fees and
reserves) had been invested in real property investments.

As discussed  below, in March 1996, the Partnership  contributed its interest in
the property it owned  directly to an Investee  Limited  Liability  Company,  of
which the Partnership maintained an interest.

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

The  Investee  Entities of the HPP'89 are 402 Julia  Street  Associates  Limited
Partnership, Jenkins Court Associates Limited  Partnership (liquidated
effective December 31 1999), The  Cosmopolitan  at Mears Park LLC and  Portland
Lofts Associates Limited Partnership.

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

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

On September 16, 1993, the Partnership sold one-third of its general partnership
interest  in 402  Julia to the  developer  general  partner.  The  Partnership's
percentage interest in 402 Julia was thereby reduced from 98% to 65%.

Rehabilitation  Tax Credits  generated by 402 Julia and previously  allocated to
HPP'89 Limited Partners totaled $248,796 since inception.  As of March 31, 1995,
100% of these credits were fully vested.

Jenkins Court  Associates  Limited  Partnership  (Jenkins  Court) was a Delaware
limited partnership which was formed on December 20, 1988 to acquire, construct,
rehabilitate,  operate and manage a 144,000 net rentable  square foot five-story
building  and 30,000 net  rentable  square feet of new retail  space,  including
storage areas and parking  facilities,  located at Old York Road and Rydal Road,
Jenkintown Borough, Pennsylvania.

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

Jenkins Court filed for protection  under Chapter 11 federal  bankruptcy laws on
November 23, 1994. On August 31, 1995,  after  maximum  vesting of the remaining
Rehabilitation  Tax  Credits  had been  achieved  for 1995 and  considering  the
unlikelihood of a successful plan of  reorganization,  Jenkins Court  negotiated
with the  mortgage  holder to transfer the deed and title of the property to the
mortgage  holder in lieu of  foreclosure.  The transfer of deed and title of the
property to the mortgage  holder resulted in a recapture of  Rehabilitation  Tax
Credits in 1995 of $44,451 to HPP'89,  of which  $44,007  was  allocated  to the
Limited  Partners of HPP'89.  Tax credits  allocated to the Limited  Partners of
HPP'89 totaling  $2,758,113  were vested on or before June 15, 1995.  Therefore,
98.5% of the Limited  Partners' tax credits were vested prior to the loss of the
property.  In October 1999,  Jenkins Court and its  affiliates and the developer
and its  affiliates  entered into  agreements  for mutual  release and agreed to
liquidate Jenkins Court effective December 31, 1999.

On  December  18,  1989,   HPP'89  acquired  the   Cosmopolitan   Building  (The
Cosmopolitan)  containing 255 residential units and  approximately  2,200 square
feet of commercial  space.  The building was renovated,  and certain  renovation
costs  qualified  for  Rehabilitation  Tax Credits.  HPP'89's  investment in The
Cosmopolitan represented  approximately 39% of the aggregate amount which HPP'89
originally contributed to the capital of its three Investee Entities acquired in
1989 and to purchase its direct interest in The Cosmopolitan.

Rehabilitation  Tax  Credits  generated  by the  purchase  of  the  Cosmopolitan
Building  and  previously   allocated  to  HPP'89's   limited  partners  totaled
$4,307,491 since  inception.  As of December 31, 1994, 100% of these tax credits
were fully vested.

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

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
including 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.

HPP'89  contributed  $3,820,000  through  December  31,  1999 to the  capital of
Portland  Lofts  and  owns a  general  partnership  interest  therein.  HPP'89's
investment  in Portland  Lofts  represents  approximately  21% of the  aggregate
amount which HPP'89 originally  contributed to the capital of its three Investee
Entities   acquired  in  1989  and  to  purchase  its  direct  interest  in  the
Cosmopolitan Building.

Rehabilitation Tax Credits generated by Portland Lofts and allocated to HPP'89's
Limited Partners totaled  $1,775,571 since inception.  As of April 1, 1996, 100%
of these tax credits were fully vested.

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.

Item 2.  Properties

See Item 1 above.

Item 3.  Legal Proceedings

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

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

No matters were submitted to a vote of Unit holders.



<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, 2000, there were 2,520 holders of Units.

The Amended and  Restated  Agreement  of Limited  Partnership  (the  Partnership
Agreement)  requires  that any Cash Flow (as  defined  therein)  be  distributed
quarterly  to the  investor  limited  partners  (Limited  Partners) in specified
proportions  and priorities  and that Sale or  Refinancing  Proceeds (as defined
therein) be distributed as and when available.  There are no restrictions on the
Partnership's  present or future ability to make  distributions  of Cash Flow or
Sale or Refinancing  Proceeds.  For the years ended December 31, 1999,  1998 and
1997, no distributions of Cash Flow or Sale or Refinancing Proceeds were paid or
accrued to the Limited Partners.

<PAGE>



Item 6.  Selected Financial Data.

Periods       Ended
December 31,

<TABLE>
<CAPTION>

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

                                                                                                    (Unaudited)       (Unaudited)
<S>                                          <C>                 <C>             <C>                <C>               <C>
Revenue                                      $   7,943           $   6,667       $    8,912         $   552,395       $  2,164,691

Net Income (Loss)                            $ 277,932           $  60,571       $  (96,522)        $    43,848       $ (1,928,010)

Net Income (Loss) per weighted average
  Unit outstanding:
     Loss before extraordinary gain           $  10.35           $   2.26        $    (3.59)         $  (324.25)      $     (71.79)
     Extraordinary gain                              -           $      -        $        -          $   341.89       $          -
     Net Income (Loss)                        $  10.35           $   2.26        $    (3.59)         $    17.64       $     (71.79)




Total Assets as of December 31,             $1,132,363           $ 849,087       $  783,736          $  892,540       $ 17,160,719

Long Term Debt, excluding discount
as of December 31,                          $        0           $       0       $        0          $        0       $ 17,579,606

Cash Distributions per weighted
average Unit Outstanding                    $        0           $       0       $        0          $        0       $          0

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

</TABLE>

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

                         K-9
<PAGE>




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

Liquidity and Capital  Resources.  The  Partnership  terminated  its offering of
Units on December 29, 1989, at which time Limited  Partners had purchased 26,588
Units, representing gross capital contributions of $26,588,000.  The Partnership
originally  invested an aggregate of $11,158,064 in three Investee  Partnerships
which owned or acquired real properties,  the  rehabilitation of which qualified
for  Rehabilitation  Tax  Credits.  The  Partnership  also  originally  invested
$5,000,000 in The Cosmopolitan, real property that the Partnership had purchased
directly,  and was required to place a total of $2,000,000 in an escrow  account
with the mortgage lender for this property for the purpose of funding  operating
deficits.

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

The Cosmopolitan is a 255 unit  residential  property with  traditional,  annual
operating leases to individuals that expire within one year of signing. This 255
unit  building  operates in a very  competitive  lowertown  St. Paul,  Minnesota
market.

Effective March 15, 1996, HPP'89 contributed The Cosmopolitan, and certain other
assets  and  liabilities,  to  TCAMP (a  Limited  Liability  Company)  for a 50%
ownership interest.  Concurrently,  another member contributed  $650,000 cash to
TCAMP for a 50% ownership interest. Simultaneously, TCAMP issued a mortgage note
in the amount of  $7,000,000  the  proceeds  of which  along  with the  $650,000
contributed  cash,  were used to settle in full  HPP'89's  mortgage note payable
related to the Cosmopolitan Building.  TCAMP's mortgage bears interest at 9.14%;
amortizes  over a 25 year schedule and requires  monthly  payments of principal,
interest, real estate tax and replacement reserve deposits totaling $90,803; the
mortgage  matures in March 2003, at which time all unpaid  principal and accrued
interest  is due.  After  March 14,  1996,  HPP'89 no longer had any  operations
directly  related to real estate activity or generated cash from rental activity
of The  Cosmopolitan.  As of March 15, 1996,  the  Partnership  accounts for its
investment in TCAMP under the equity method of accounting.

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

Although  Jenkins  Court no longer  owned  investment  property or had  property
operations  after August 31, 1995,  the Jenkins  Court  partnership  remained in
existence  until  December 31, 1999 to resolve  certain  partnership  assets and
liabilities.  These liabilities included,  among others, a $250,000 default loan

<PAGE>

and accrued interest  thereon,  which had been provided by HPP'89 and secured by
the developer's interest in an unaffiliated limited partnership.  As a result of
the Chapter 11  proceedings,  the  Partnership is not expected to be liable as a
general partner of Jenkins Court for any remaining obligations of Jenkins Court.

In September 1999, HPP'89 collected $113,752 from the proceeds of the collateral
securing  HPP'89's  default loan  receivable  from Jenkins  Court.  The $250,000
previously  provided to Jenkins Court was  initially  recorded as a reduction to
equity in income of investee  entities by HPP'89.  The $113,752  received during
the year ended  December  31,  1999 is  included in equity in income of investee
entities.  In October 1999,  Jenkins Court and its  affiliates and the developer
and its  affiliates  entered into  agreements  for mutual  release and agreed to
liquidate Jenkins Court by December 31, 1999.

Due to the foreclosure proceeding related to Jenkins Court, HPP'89 no longer has
an  investment  in the  property.  As of December 31, 1995,  the  investment  in
Jenkins Court and its  corresponding  reserve,  both totaling  $5,471,055,  were
eliminated from the balance sheet.

Portland Lofts is a mix-use property with 89 residential units and 29,250 square
feet of commercial  space. On June 20, 1996,  Portland Lofts issued a promissory
mortgage  note in the amount of  $5,625,000  and a promissory  note to a general
partner in the amount of $340,000 to provide sufficient funds to pay in full all
of Portland Lofts' mortgage and other debt as well as all related closing costs.
The current  mortgage note on the property:  bears  interest at 9.0%;  amortizes
over a 25-year schedule;  requires monthly payments of principal and interest of
$47,205;  and matures on July 1, 2006,  at which time all unpaid  principal  and
interest is due.

402 Julia is a mix-use property with 24 residential  units and 3,500 square feet
of commercial space. On September 16, 1993, HPP'89 sold one-third of its general
partnership interest in 402 Julia to the developer general partner for $185,000.
HPP'89's  percentage  of interest in 402 Julia was thereby  reduced  from 98% to
65%. The terms of the sale  required an initial  payment of $100,000,  which was
received in September  1993, and requires annual payments of $3,500 through 2016
and a final  payment of $4,500 in 2017. On July 17, 1998,  402 Julia  refinanced
its mortgage debt by issuing a promissory  note to a new lender in the amount of
$1,100,000  bearing interest at 6.69%,  amortizing over 30 years and maturing in
August  2008,  at which time all  unpaid  interest  and  principal  is due.  The
mortgage  note  requires  monthly  payments of principal and interest and escrow
deposits (real estate tax and  insurance) in the aggregate  amount of $7,091 and
$1,312, respectively.

The short-term liquidity of the Investee Entities, with the exception of Jenkins
Court,  depends on their  ability to generate  sufficient  rental income to fund
operating expenses and debt service requirements.  TCAMP, Portland Lofts and 402
Julia have stabilized  operations and, after considering the effects of TCAMP's,
Portland Lofts' and 402 Julia's recent respective refinancings,  are expected to
generate  cash flow.  For the year ended  December  31,  1999,  the  Partnership

<PAGE>

received  distributions  from  Portland  Lofts and TCAMP  totaling  $156,000 and
$250,000,  respectively.  For the year ended December 31, 1998, the  Partnership
received  distributions  from  Portland  Lofts and TCAMP  totaling  $156,000 and
$75,000, respectively, and for the year ended December 31, 1997, the Partnership
received distributions from Portland Lofts totaling $156,000.

As of December 31, 1999 and 1998,  the  Partnership  had $476,949 and  $170,981,
respectively,  of  total  cash  and  cash  equivalents.  HPP'89's  cash  is used
primarily  to fund  general and  administrative  expenses of managing the public
fund.   The   Partnership's   only  source  of  short  term  liquidity  is  from
distributions received from Investee Entities and the proceeds from the previous
sale of a partial  interest in 402 Julia.  The  Partnership  expects to fund its
expenses with cash flow distributions from Portland Lofts and TCAMP.

Distributions  from TCAMP to the  Partnership  and the other member of TCAMP are
subject to the order of distributions as specified in the operating agreement of
TCAMP. Until the other member's original $650,000 capital  contribution had been
reduced to zero, to the extent that the  Partnership  accumulated  from whatever
sources operating reserve amounts greater than $140,000 at the end of any fiscal
year, the  Partnership was required to contribute such excess within thirty days
of the end of such fiscal year to TCAMP as additional  capital  contributions to
be distributed by TCAMP to its other member as a return of its original  capital
contribution.

On February 27, 1998, the Partnership contributed to TCAMP $35,288, representing
operating  reserves in excess of $140,000 at December 31,  1997.  The funds were
then  distributed  from  TCAMP to its other  member as a return of its  original
capital contribution.  On May 18, 1998, TCAMP's other member's original $650,000
capital  contribution  was  reduced  to zero,  thereby  eliminating  any  future
requirements  for the Partnership to make additional  capital  contributions  to
TCAMP.

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.  As a result of the  contribution of The  Cosmopolitan to
TCAMP for a 50% ownership interest in TCAMP, subsequent to March 14, 1996 HPP'89
no longer had operations  directly  related to real estate  activity.  As of the
date of contribution, the Partnership accounts for its investment in TCAMP under
the equity method of accounting.

Due to the foreclosure proceeding related to Jenkins Court, HPP'89 no longer has
an  investment  in the  property.  As of December 31, 1995,  the  investment  in
Jenkins Court and its  corresponding  reserve,  both totaling  $5,471,055,  were
eliminated from the balance sheet.

The Partnership  accounts for its  investments in its three  remaining  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

<PAGE>

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.  The Partnership's  allocable share of operating
income and/or losses in investee entities range from 50% to 99%.

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 of December 31,  1999,  402 Julia  leased 100% of its  residential  units and
commercial  space. 402 Julia has benefited from a relatively  strong New Orleans
market and  continues to record stable  operations  in recent  years.  402 Julia
rents units to residential  tenants, and at December 31, 1999 approximately half
of which are under  short-term  operating  leases  expiring within one year from
signing with the remaining  rented under  month-to-month  arrangements.  For the
year ended  December 31, 1999,  402 Julia  recorded net income of  approximately
$10,200 which included depreciation and amortization of approximately $43,800.

At  December  31,  1999,  Portland  Lofts had  leased  approximately  89% of its
residential  apartment  units and 100% of the  commercial  space for a  combined
occupancy of 92%. Portland Lofts rents space to residential  tenants principally
under  month-to-month  arrangements  and to commercial  tenants under  operating
leases of varying terms  expiring  through  2004.  As of December 31, 1999,  the
Partnership  had  entered  into  twelve  commercial  leases  with the  remaining
commercial tenants under month-to-month  agreements.  The Partnership's  largest
commercial tenant  occupancies 23% of the commercial space at December 31, 1999,
representing  only 5.8% of the total square feet of the  property.  For the year
ended December 31, 1999,  Portland  Lofts  recorded net income of  approximately
$51,300 which included depreciation and amortization of approximately $285,900.

TCAMP operates in the  competitive  lowertown  district of St. Paul,  Minnesota.
Despite  the  availability  of low  mortgage  rates in the single  family  house
market,  the building has increased  rental rates with the market and maintained
occupancy above 95% for several years.

TCAMP has achieved stable occupancy and had an economic occupancy of 97% for the
year ended  December  31,  1999.  TCAMP  recorded  net  income of  approximately
$466,600,  which included depreciation and amortization expense of approximately
$278,700,  for the year ended December 31, 1999.

For the year ended December 31, 1997, Portland  Lofts   allocated  a  net  loss
of  $173,710 and  paid cash distributions  of $156,000 to HPP'89.  During 1997,
HPP'89's  investment in Portland Lofts was reduced to zero due to allocation of
losses and distributions received. Accordingly,HPP'89 had cumulative unrecorded
losses at December 31, 1997 totaling $95,391 and recorded distributions received
of $54,203 as equity income of Investee Entities.  Although HPP'89's investment
in Portland Lofts has been reduced to zero,Portland Lofts has stabilized
operations and will continue to provide distributions to HPP'89.

<PAGE>

For the years ended  December 31, 1999 and 1998, the  Partnership  was allocated
net  income  of  $50,786  and  $4,404,  respectively,  from the  Portland  Lofts
investment,  reducing the unrecorded losses to $40,202 at December 31, 1999. For
each of the years ended  December 31, 1999 and 1998,  the  Partnership  received
distributions  of $156,000  from  Portland  Lofts  which are  recorded as equity
income of Investee Entities.

The  Partnership  recorded  net  income,  under  generally  accepted  accounting
principles,  of $277,932 for the year ended  December 31, 1999,  compared to net
income of $60,671 for the year ended  December  31, 1998.  This  increase in net
income is primarily due to the increase in equity in income of investee entities
of $236,885.  This increase in the Partnership's  share of equity in income from
investee  entities is due to the  increased  allocated net income from TCAMP and
402 Julia of approximately $99,000 and $24,000,  respectively,  and the $113,752
received from developer of Jenkins Court. TCAMP's allocated net income increased
primarily  due to an  increase  in rental  revenue as a result of higher  rental
rates.  402 Julia's  allocated net income  increased mainly due to a decrease in
amortization of which the 1998 activity is further discussed below. The proceeds
of $113,752 received from the developer of Jenkins Court,  represents payment on
the default loan which had been provided by the  Partnership  and secured by the
developer's interest in an unaffiliated  limited  partnership.  In October 1999,
Jenkins Court and its affiliates  and the developer and its  affiliates  entered
into  agreements  for mutual  release and agreed to liquidate  Jenkins  Court by
December 31, 1999. No other funds will be paid to the  Partnership  from Jenkins
Court.

The  Partnership  recorded  net  income,  under  generally  accepted  accounting
principles,  of $60,571 for the year ended December 31, 1998,  compared to a net
loss of $96,522 for the year ended December 31, 1997. This increase is primarily
due to the increase in equity in income of investee entities of $210,651, offset
by an increase in operating  administrative expenses of $51,313. The increase in
the Partnership's share of equity in income from investee entities is mainly due
to the activity  from  Portland  Lofts and an increase in TCAMP's  allocated net
income,  offset by an increase in 402 Julia's  allocated  net loss. As mentioned
above,  the  Partnership's  net  investment  balance in Portland  Lofts had been
reduced  to zero in the third  quarter  of 1997,  as a result of  allocated  net
losses and distributions  received.  Therefore,  for the year ended December 31,
1997,  the  Partnership  had recorded a net loss from Portland  Lofts of $78,314
offset by  distributions  of $54,206  received  in excess of the net  investment
balance  compared to  distributions  of $156,000 from Portland Lofts recorded as
equity  income of investee  entities for the year ended  December 31, 1998.  The
increase in TCAMP's  allocated  net income of $35,630 for 1998 compared to 1997,
is primarily  due to increased  revenue due to higher rental rates and furniture
rental,  offset by a slight increase in operating expenses.  The increase in 402
Julia's net loss of $6,749 for 1998 compared to 1997, is primarily attributed to
the  amortization  of the deferred  loan  commitment  fee related to 402 Julia's
original  mortgage  which  was  refinanced  in July of  1998.  The  increase  in
operating  and  administrative  expense  for 1998  compared to 1997 is due to an
increased overhead requirement of the Partnership.

<PAGE>

Inflation and Other Economic Factors

Recent  economic  trends  have  kept  inflation  relatively  low,  although  the
Partnership  cannot  make any  predictions  as to  whether  recent  trends  will
continue.  The assets of the  Partnership,  principally  investments in Investee
Entities,  are highly leveraged in view of the fact that each Investee  property
is subject to a long-term  first  mortgage loan.  Operating  expenses and rental
revenue of each Investee property are subject to inflationary factors. Low rates
of inflation  could result in slower  rental rate  increases,  and to the extent
that these  factors are  outpaced by increases  in property  operating  expenses
(which  could  arise as a result of general  economic  circumstances  such as an
increase in the cost of energy or fuel, or from local  economic  circumstances),
the operations of the Partnership and its Investees could be adversely affected.
Actual  deflation in prices  generally  would, in effect,  increase the economic
burden of the mortgage debt service with a corresponding adverse effect.

High rates of inflation,  on the other hand,  raise the  operating  expenses for
projects,  and to the extent they cannot be passed on to tenants  through higher
rents,  such increases  could also  adversely  affect  Partnership  and Investee
operations. Although, to the extent rent increases are commensurable, the burden
imposed by the mortgage leverage is reduced with a favorable effect.  Low levels
of new  construction  of similar  projects and high levels of interest rates may
foster  demand for existing  properties  through  increasing  rental  income and
appreciation in value.

Item 8.   Financial Statements and Supplementary Data.

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

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


                  None.

<PAGE>


                                    PART III

Item 10.          Director and Executive Officer of the Registrant.

                  (a) and (b)  Identification of Director and Executive Officer.

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

      Name                        Office                          Age

Terrence P. Sullivan        President and Director                53

 Mr. Sullivan has served as a director and executive  officer of PAS, which
 is a general  partner of the General  Partner since November  1986.  Since
 that time, he has also been a general partner of the General  Partner.  He
 will continue to serve in the capacity indicated above until his successor
 is elected and  qualified.  Mr.  Sullivan is also an executive  officer of
 Boston  Capital  Planning  Group,  Inc.  (Boston  Capital   Planning),   a
 Massachusetts corporation.


                  (c)      Certain Significant Employees.

                           None.

                  (d)      Family Relationships.

                           None.

                  (e)      Business Experience.

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

Terrence P. Sullivan,  53, is the founder and sole shareholder of Boston Capital
Planning,  a financial  consulting  and real estate  syndication  firm,  and its
wholly-owned subsidiary,  Boston Bay Capital, Inc. (Boston Bay Capital). Founded
in 1979, Boston Bay Capital was an NASD-Registered broker/dealer specializing in
placement of interests in real estate  limited  partnerships  which own historic
and  restoration  properties.  From 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.

<PAGE>

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
serves  as  the  general  partner  of  Institutional   Credit  Partners  Limited
Partnership (ICP), a partnership  organized to invest in a diversified portfolio
of properties which qualify for low-income  housing tax credits,  Rehabilitation
Tax Credits,  or both. In 1989, ICP completed a private  placement of $5,790,000
of  limited  partnership   interest  to  corporations  and  other  institutional
investors.

                  (f)      Involvement in Certain Legal Proceedings.

                           None.

Item 11.    Executive Compensation.

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

Under the  Partnership  Agreement,  the General  Partner and its  affiliates are
entitled to receive  various fees,  expense  reimbursements,  commissions,  cash
distributions,  allocations  of taxable  income or loss and tax credits from the
Partnership.  The amounts of these items and the times at which they are payable
to the General 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, 1999, 1998 and 1997.

For the years ended December 31, 1999, 1998 and 1997 the  Partnership  allocated
to the General Partner unaudited  taxable income (losses) of $2,053,  $(370) and
$(3,748),  respectively.  See  Note  4 of  Notes  to  Financial  Statements  for
additional  information about  transactions  between the Partnership and related
parties.

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

            (a)     Unit Ownership of Certain Beneficial Owners.

No person or group is known by the  Partnership  to be the  beneficial  owner of
more  than 5% of the  outstanding  Units  at March  15,  2000.  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.

<PAGE>

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, 2000. However,
a former Vice President of Boston Capital Planning  purchased 20 Units ($20,000)
in the Partnership  during 1989. No officer or director of PAS or Boston Capital
Planning,  nor any  general  partner of the  General  Partner,  nor any of their
respective affiliates, possesses the right to acquire Units.

            (c)     Change in Control.

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

Item 13.    Certain Relationships and Related Transactions.

See Note 4 of Notes to Financial  Statements for information about  transactions
between the Partnership and related parties.



<PAGE>

                                           PART IV

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

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

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

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

      3.       Exhibits - The Exhibits  listed on the  accompanying  Index to
               Exhibits  are  filed  as  part  of  this  Annual   Report  and
               incorporated in this Annual Report as set forth in said Index.

      (b)      Reports on Form 8-K - The  Partnership  did not file any Current
               Reports on Form 8-K during the fourth  quarter of 1999.


<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, 2000                   By:      /s/Terrence P. Sullivan
       --------------                            ------------------------
                                                 Terrence P. Sullivan,
                                                  President

                                        and


Date:  March 15, 2000                   By:      /s/Terrence P. Sullivan
                                                 Terrence P. Sullivan,
                                                  General Partner


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

Signature                                        Title


                                          Individual General Partner of Boston
                                          Historic Partners Limited
/s/Terrence P. Sullivan                   Partnership and President, Principal
Terrence P. Sullivan                      Executive Officer and Director of
                                          Portfolio Advisory Services, Inc.,
Date: March 15, 2000                      General Partner of Boston Historic
      --------------                      Partners Limited Partnership.

                                          Principal Financial and Principal
                                          Accounting Officer of Portfolio
/s/Terrence P. Sullivan                   Advisory Services, Inc., General
Terrence P. Sullivan                      Partner of Boston Historic Partners
                                          Limited Partnership
Date: March 15, 2000




<PAGE>



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

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

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

            Historic Preservation Properties 1989 Limited Partnership




                                    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>



                                                  Index to Exhibits

                                                     (Continued)

Exhibit No.                                        Title of Documents


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  interestin
                                           Portland Lofts Associates Limited
                                           Partnership(filed as part of Post-
                                           Effective  Amendment No.2 to the
                                           Partnership's Registration Statement
                                           on Form S-11, File No. 33-24129, and
                                           incorporated herein by this
                                           reference).

10(e)                                      Documents relating to the acquisition
                                           of a general partnership interest in
                                           402 Julia Street Associates Limited
                                           Partnership(filed as a part of Post-
                                           Effective  Amendment No. 2 to the
                                           Partnership's Registration Statement
                                           on Form S-11, File No.33024129, and
                                           incorporated  by this
                                           reference).

10(f)                                      Documents relating to the acquisition
                                           of the Cosmopolitan Building,St.Paul,
                                           Minnesota.

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

                                            II.Amendment  to  Purchase  and Sale
                                               Agreement dated September,  1989,
                                               between   the   Seller   and  the
                                               Partnership (filed as Exhibit No.
                                               10(f) to the  Partnership's  Form
                                               10-K as of December  31, 1989 and
                                               incorporated   herein   by   this
                                               reference).

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

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

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

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

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

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

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

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

 10(g)                                     Documents relating to $400,000 loan
                                           to Portland Lofts Associated
                                           Limited Partnership

                                            I. Promissory  Note,  dated December
                                               29,  1989,  delivered by Portland
                                               Lofts     Associates      Limited
                                               Partnership       to      Capital
                                               Consultants,   Inc.   (filed   as
                                               Exhibit      10(g)     to     the
                                               Partnership's  Form  10-K  as  of
                                               December     31,     1989     and
                                               incorporated   herein   by   this
                                               reference).

                                            II.Deed  of   Trust   and   Security
                                               Agreement   dated   December  29,
                                               1989,   between   Portland  Lofts
                                               Associates  Limited   Partnership
                                               and  Capital  Consultants,   Inc.
                                               (filed as  Exhibit  No.  10(g) to
                                               the Partnership's Form 10-K as of
                                               December     31,     1989     and
                                               incorporated   herein   by   this
                                               reference).

                                            III.  Assignment  of  Surplus  dated
                                               December 29,  1989,  delivered by
                                               Joseph  W.  Angel II and Lynne I.
                                               Angel  to  Capital   Consultants,
                                               Inc.  (filed as Exhibit No. 10(g)
                                               to the Partnership's Form 10-K as
                                               of   December    31,   1989   and
                                               incorporated   herein   by   this
                                               reference).

                                            IV.Guaranty  of  Note  and  Deed  of
                                               Trust dated  December  29,  1989,
                                               delivered  by Joseph W.  Angel II
                                               and  Dennis M.  Gilman to Capital
                                               Consultants,   Inc.   (filed   as
                                               Exhibit   No.    10(g)   to   the
                                               Partnership's  Form  10-K  as  of
                                               December     31,     1989     and
                                               incorporated   herein   by   this
                                               reference).

    10(h)                                   Management Agreement dated August20,
                                            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).

                                            I. Settlement    Agreement   between
                                               Fleet National Bank ("Fleet") and
                                               Jenkins Court Associates  Limited
                                               Partnership   ("Jenkins   Court")
                                               (filed as  Exhibit  No.  10(i) to
                                               the Partnership's Form 10-K as of
                                               December     31,     1991     and
                                               incorporated   herein   by   this
                                               reference).

                                            II.Agreement   between   Fleet   and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(i)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            III.  $250,000  Promissory  Note  of
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(i)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            IV.$20,820,000  Amended and Restated
                                               Promissory  Note of Jenkins Court
                                               (filed as  Exhibit  No.  10(i) to
                                               the Partnership's Form 10-K as of
                                               December     31,     1991     and
                                               incorporated   herein   by   this
                                               reference).

                                            V. Open  End  Mortgage  Modification
                                               Agreement   between   Fleet   and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(i)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            VI.Assignment           Modification
                                               Agreement   between   Fleet   and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(i)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

 10(j)                                     Documents relating to Amended
                                           Settlement of Fleet Loan to Jenkins
                                           Court (all dated as of January 29,
                                           1992).

                                            I. First    Amended   and   Restated
                                               Settlement    Agreement   between
                                               Fleet and Jenkins Court (filed as
                                               Exhibit   No.    10(j)   to   the
                                               Partnership's  Form  10-K  as  of
                                               December     31,     1991     and
                                               incorporated   herein   by   this
                                               reference).

                                            II.First   Allonge  to  Amended  and
                                               Restated   Promissory   Note   of
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(j)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            III. Open End Mortgage  Modification
                                               Agreement   between   Fleet   and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(j)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            IV.Assignment           Modification
                                               Agreement   between   Fleet   and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(j)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

                                            V. Closing  Letter between Fleet and
                                               Jenkins  Court  (filed as Exhibit
                                               No.  10(j)  to the  Partnership's
                                               Form 10-K as of December 31, 1991
                                               and  incorporated  herein by this
                                               reference).

10(k)                                   Agreement for  Extension  of Debt and
                                        Related Matters  between   Security
                                        Pacific Bank Oregon, Portland Lofts
                                        Associates  Limited  Partnership and
                                        Joseph  W.  Angel,  II dated  May 7,
                                        1991 (filed as Exhibit No.  10(k) to
                                        the  Partnership's  Form  10-K as of
                                        December  31, 1991 and  incorporated
                                        herein by this reference).

10(l)                                   Documents related to the Second Amended
                                        Settlement of Fleet Loan to Jenkins
                                        Court dated as of July 2, 1992.

                                          I. Second    Amended   and    Restated
                                             Settlement  Agreement between Fleet
                                             and Jenkins Court (filed as Exhibit
                                             No. 10(l) to the Partnership's Form
                                             10-K as of  December  31,  1992 and
                                             incorporated    herein    by   this
                                             reference).

10(m)                                    Documents  relating  to the  Amended
                                         $6,800,000   Construction   Loan  to
                                         Portland  Lofts  Associates  Limited
                                         Partnership  (all  dated as of March
                                         31, 1992).

                                          I. Promissory  Note of Portland  Lofts
                                             to  Security  Pacific  Bank  Oregon
                                             (Security  Pacific)  (now  Bank  of
                                             America)   (filed  as  Exhibit  No.
                                             10(m)  to  the  Partnership's  Form
                                             10-K as of  December  31,  1992 and
                                             incorporated    herein    by   this
                                             reference).

                                          II.Deed   of   Trust   and    Security
                                             Agreement  between  Portland  Lofts
                                             and  Security   Pacific  (filed  as
                                             Exhibit    No.    10(m)    to   the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1992 and  incorporated
                                             herein by this reference).

                                          III.    Assignment   of   Leases   and
                                             Conditional  Assignment  of Rentals
                                             by   Portland   Lofts  to  Security
                                             Pacific (filed as Exhibit No. 10(m)
                                             to the  Partnership's  Form 10-K as
                                             of    December    31,    1992   and
                                             incorporated    herein    by   this
                                             reference).

                                          IV.Guarantees  of  Note  and  Deed  of
                                             Trust   delivered   by  East   Bank
                                             Development, Inc., Joseph W. Angel,
                                             II,  Dennis M. Gilman and Martin J.
                                             Soloway to Security  Pacific (filed
                                             as   Exhibit   No.   10(m)  to  the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1992 and  incorporated
                                             herein by this reference).

                                          V. Arbitration    Agreement    between
                                             Portland Lofts and Security Pacific
                                             (filed as Exhibit No.  10(m) to the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1992 and  incorporated
                                             herein by this reference).

    10(n)                               Management Agreement dated April 1,1992
                                        between  Portland  Lofts  Associates
                                        Limited Partnership and C & R Realty
                                        (filed as Exhibit  No.  10(n) to the
                                        Partnership's   Form   10-K   as  of
                                        December  31, 1992 and  incorporated
                                        herein by this reference).

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

                                          I. Second Amendment to the Amended and
                                             Restated   Agreement   of   Limited
                                             Partnership  of  402  Julia  Street
                                             Associates   Limited    Partnership
                                             (filed as Exhibit No.  10(o) to the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1993 and  incorporated
                                             herein by this reference).

                                          II.Assignment      and      Assumption
                                             Agreement  between the Partnership,
                                             and Henry M.  Lambert  and R. Carey
                                             Bond.  (filed as Exhibit No.  10(o)
                                             to the  Partnership's  Form 10-K as
                                             of    December    31,    1993   and
                                             incorporated    herein    by   this
                                             reference).

                                          III.  Security  Agreement  between the
                                             Partnership,  and  Lambert and Bond
                                             (filed as Exhibit No.  10(o) to the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1993 and  incorporated
                                             herein by this reference).

    10(p)                               Agreement for  Extension  of Loan  from
                                        Fleet Bank to Jenkins Court  Associates
                                        Limited  Partnership  (dated  as  of
                                        June 15, 1993) (filed as Exhibit No.
                                        10(p) to the Partnership's Form 10-K
                                        as  of   December   31,   1993   and
                                        incorporated    herein    by    this
                                        reference).

    10(q)                               Agreement for Extension of Loan from
                                        Capital  Consultants,  Inc. to Portland
                                        Lofts Associates  Limited  Partnership
                                        (dated January  3, 1994)  (filed as
                                        Exhibit No. 10(q) to the Partnership's
                                        Form 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

                                          I. Letter  of   agreement   signed  by
                                             Portland  Lofts and Ragland  (dated
                                             March 17,  1994)  (filed as Exhibit
                                             No. 10(s) to the Partnership's Form
                                             10-K as of  December  31,  1993 and
                                             incorporated    herein    by   this
                                             reference).

                                          II.Promissory  Note  between  Portland
                                             Lofts and Ragland  (dated  February
                                             22,  1994)  (filed as  Exhibit  No.
                                             10(s)  to  the  Partnership's  Form
                                             10-K as of  December  31,  1993 and
                                             incorporated    herein    by   this
                                             reference).  III. Release of Claims
                                             between  Portland Lofts and Ragland
                                             (dated February 22, 1994) (filed as
                                             Exhibit    No.    10(s)    to   the
                                             Partnership's   Form   10-K  as  of
                                             December 31, 1993 and  incorporated
                                             herein by this reference).

                                          IV.Release  of  All   Claims   between
                                             Ragland and  Portland  Lofts (dated
                                             March 1,  1994)  (filed as  Exhibit
                                             No. 10(s) to the Partnership's Form
                                             10-K as of  December  31,  1993 and
                                             incorporated    herein    by   this
                                             reference).

    10(t)                               Documents relating  to the  amendment
                                        of loan documents  by and  between
                                        Historic Preservation Properties 1989
                                        Limited Partnership and Mellon Bank,
                                        N.A.(all dated  December 28, 1994,  but
                                        executed January 4, 1995), (filed as
                                        Exhibit  10(t) to the  Partnership's
                                        Form 10-K as of  December  31,  1994
                                        and   incorporated   herein  by  the
                                        reference).

                                          I. First  Amendment  to Note  Mortgage
                                             and Assignment of Leases.

                                          II.Second Amendment to Loan Agreement

                                          III. Letter  Agreement  on  Payment of
                                             Legal Fees

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

  10(v)                                 Stipulation   of   Settlement,   and
                                        Transfer  Deed,   dated  August  31,
                                        1995,  by and  among  Jenkins  Court
                                        Associates   Limited    Partnership,
                                        Miles  S.  Katzen,   Jenkins   Court
                                        Investors Limited  Partnership,  MSK
                                        Associates, Inc., Jane Katzen, Frank
                                        Seidman, the Jane II Corporation and
                                        Jenkins  Court   Pennsylvania   L.P,
                                        (filed  as  Exhibit   10(v)  to  the
                                        Partnership's   Form   10-K   as  of
                                        December  31, 1995 and  incorporated
                                        herein by this reference).

  10(w)                                 Asset  Management  Agreement,  dated
                                        October  1,   1995,   by  and  among
                                        Historic   Preservation   Properties
                                        Limited    Partnership,     Historic
                                        Preservation Properties 1988 Limited
                                        Partnership,  Historic  Preservation
                                        Properties 1989 Limited Partnership,
                                        Historic   Preservation   Properties
                                        1990  L.P.   Tax  Credit   Fund  and
                                        Claremont  Management   Corporation,
                                        (filed  as  Exhibit   10(w)  to  the
                                        Partnership's   Form   10-K   as  of
                                        December  31, 1995 and  incorporated
                                        herein by this reference).

  10(x)                                 Property Management Agreement, dated
                                        November  1,  1995,  by and  between
                                        Historic   Preservation   Properties
                                        1989 L.P. and  Claremont  Management
                                        Corporation, (filed as Exhibit 10(x)
                                        to the Partnership's Form 10-K as of
                                        December  31, 1995 and  incorporated
                                        herein by this reference).

    10 (y)                              First Amendment to Loan Documents, dated
                                        June 1,1995, by and between Portland
                                        Lofts Associates Limited Partnership and
                                        Capital  Consultants,  Inc., (filed as
                                        Exhibit 10(y)to the Partnership's  Form
                                        10-K as of December 31, 1995 and
                                        incorporated  herein by this reference).

      10 (z)                            Documents relating to the organization
                                        and management of The Cosmopolitan at
                                        Mears Park, LLC. 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).

                                          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).

                                          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 (dd)                                 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,  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).

22                                      List   of   Investee   Partnerships
                                        (filed  as  Exhibit  No.  22 to the
                                        Partnership's   Form   10-K  as  of
                                        December 31, 1989 and  incorporated
                                        herein by this reference).

28(ii)(a)                               Pages 13-25,  28-36 and 36-39 of the
                                        Partnership's  Prospectus dated December
                                        19, 1988 (filed with the Commission
                                        pursuant to Rule 424(b) on January 5,
                                        1989 and  incorporated herein by this
                                        reference).

28(ii)(b)                               Supplement  No.  1  to  the
                                        Partnership's    Prospectus   dated
                                        January  20,  1989 (filed as a part
                                        of  Post-Effective  Amendment No. 1
                                        to the  Partnership's  Registration
                                        Statement  on Form  S-11,  File No.
                                        33-24129,  and incorporated  herein
                                        by this reference).

28(ii)(c)                               Supplement  No.  2  to  the
                                        Partnership's Prospectus dated June
                                        30,   1989   (filed   as   part  of
                                        Post-Effective  Amendment  No. 2 to
                                        the   Partnership's    Registration
                                        Statement  on Form  S-11,  File No.
                                        33-24129 and incorporated herein by
                                        this reference).

28(ii)(d)                               Supplement  No.  3  to  the
                                        Partnership's Prospectus dated July
                                        25,   1989  (filed  as  a  part  of
                                        Post-Effective  Amendment  No. 2 to
                                        the   Partnership's    Registration
                                        Statement  on Form  S-11,  File No.
                                        33-24129,  and incorporated  herein
                                        by this reference).

28(ii)(e)                               Supplement  No.  4 to the  Partnership's
                                        Prospectus   dated  September  13,  1989
                                        (filed  as  a  part  of   Post-Effective
                                        Amendment  No.  2 to  the  Partnership's
                                        Registration  Statement  on  Form  S-11,
                                        File  No.  33-24129,   and  incorporated
                                        herein by this reference).

28(ii)(f)                               Supplement  No.  5 to the  Partnership's
                                        Prospectus   dated  September  19,  1989
                                        (filed  as  a  part  of   Post-Effective
                                        Amendment  No.  2 to  the  Partnership's
                                        Registration  Statement  on  Form  S-11,
                                        File  No.  33-24129,   and  incorporated
                                        herein by this reference).

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                              FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997




                           ANNUAL REPORT ON FORM 10-K

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


                          INDEX TO FINANCIAL STATEMENTS



Financial Statements of Historic Preservation
  Properties 1989 Limited Partnership

     Independent Auditors' Report                                          F-3
     Balance Sheets as of December 31, 1999 and  1998                      F-4
     Statements of Operations for the Years Ended December 31, 1999,
       1998 and 1997                                                       F-5
     Statements of Changes in Partners' Equity (Deficit) for the
          Years Ended December 31, 1999,  1998 and 1997                    F-6
     Statements of Cash Flows for the Years Ended December 31, 1999,
       1998 and 1997                                                       F-7
     Notes to Financial Statements                                         F-8
     Independent Auditors' Report on Accompanying Information              F-15
     Financial Statement Schedule:
       Real Estate and Accumulated Depreciation Held Directly
         and by Investee Entities                                          F-16

Financial Statements of The Cosmopolitan at Mears Park, LLC
  (the St. Paul, Minnesota Investee Entity)

     Independent  Auditors'  Report                                        F-23
     Balance  Sheets as of December 31, 1999 and 1998                      F-24
     Statements  of Operations  for the Years Ended  December 31,
       1999, 1998 and 1997                                                 F-25
     Statements of Changes in Members' Equity (Deficit) for the
       Years Ended December 31, 1999, 1998 and 1997                        F-26
     Statements of Cash Flows for the Years Ended December 31, 1999,
       1998 and 1997                                                       F-27
     Notes to Financial Statements                                         F-28

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

     Independent  Auditors'  Report                                        F-34
     Balance  Sheets as of December 31, 1999 and 1998                      F-35
     Statements  of Operations  for the Years Ended  December 31,
     1999, 1998 and 1997                                                   F-36
     Statements of Changes in Partners' Equity for the
       Years Ended December 31, 1999, 1998 and 1997                        F-37
     Statements of Cash Flows
       for the Years Ended December 31, 1999, 1998 and 1997                F-38
     Notes to Financial Statements                                         F-39

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

     Independent  Auditors'  Report                                        F-45
     Balance  Sheets as of December 31, 1999 and 1998                      F-46
     Statements  of Operations  for the Years Ended  December 31,
     1999, 1998 and 1997                                                   F-47
     Statements of Changes in Partners' Equity (Deficit) for the
       Years Ended December 31, 1999, 1998 and 1997                        F-48
     Statements of Cash Flows for the Years Ended December 31,
       1999, 1998 and 1997                                                 F-49
     Notes to Financial Statements                                         F-50


                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Partners
Historic Preservation Properties 1989 Limited Partnership
Boston, Massachusetts

We have  audited  the  accompanying  balance  sheets  of  Historic  Preservation
Properties 1989 Limited  Partnership  (the  Partnership) as of December 31, 1999
and 1998, and the related  statements of operations,  partners' equity (deficit)
and cash flows for each of the years in the three-year period ended December 31,
1999. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Historic   Preservation
Properties  1989 Limited  Partnership  as of December 31, 1999 and 1998, and the
results  of its  operations  and its cash  flows  for  each of the  years in the
three-year period ended December 31, 1999 in conformity with generally  accepted
accounting principles.


Lefkowitz, Garfinkel, Champi & DeRienzo P.C.

Providence, Rhode Island
February 4, 2000



                                       F-3

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                               1999                     1998
                                                                                      --------------------     -------------------

<S>                                                                                       <C>                      <C>
INVESTMENTS IN INVESTEE ENTITIES                                                           $   4,060,681            $  4,074,023
     Less reserve for realization of investments
       in Investee Entities                                                                   (3,469,267)             (3,469,267)
                                                                                      --------------------     -------------------
                                                                                                 591,414                 604,756


CASH AND CASH EQUIVALENTS                                                                        476,949                 170,981
OTHER ASSETS                                                                                      64,000                  73,350
                                                                                      --------------------     -------------------

                                                                                           $   1,132,363            $    849,087
                                                                                      ====================     ===================


                                                LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                                 $      43,686            $     38,342
                                                                                      --------------------     -------------------

              Total liabilities                                                                   43,686                  38,342
                                                                                      --------------------     -------------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                                          1,309,126               1,033,973
     General Partner's Deficit                                                                  (220,449)               (223,228)
                                                                                      --------------------     -------------------

              Total partners' equity                                                           1,088,677                 810,745
                                                                                      --------------------    --------------------

                                                                                           $   1,132,363            $    849,087
                                                                                      ====================     ===================


</TABLE>


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

                                       F-4
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                       1999               1998                1997
                                                                  ----------------    --------------     ---------------
<S>                                                                   <C>               <C>                 <C>

REVENUE:
     Interest and other income                                         $    7,943        $    6,667         $     8,912
                                                                  ----------------    --------------     ---------------

EXPENSES:
     Operating and administrative                                         236,421           215,621             164,308
                                                                  ----------------    --------------     ---------------


LOSS FROM OPERATIONS                                                     (228,478)         (208,954)           (155,396)

EQUITY IN INCOME
     OF INVESTEE ENTITIES                                                 506,410           269,525              58,874
                                                                  ----------------    --------------     ---------------

NET INCOME (LOSS)                                                     $   277,932        $   60,571         $   (96,522)
                                                                  ================    ==============     ===============

NET INCOME (LOSS) ALLOCATED
     TO GENERAL PARTNER                                               $     2,779        $      606         $      (965)
                                                                  ================    ==============     ===============

NET INCOME (LOSS) ALLOCATED
     TO LIMITED PARTNERS                                              $   275,153        $   59,965         $   (95,557)
                                                                  ================    ==============     ===============

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

                                                                      $     10.35        $     2.26         $     (3.59)
                                                                  ================    ==============     ===============

</TABLE>



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

                                       F-5

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

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

BALANCE, December 31, 1996                                   26,588        $ 1,069,565         $  (222,869)        $    846,696

  Net Loss                                                        -            (95,557)               (965)             (96,522)
                                                     ---------------     ---------------   -----------------    -----------------

BALANCE, December 31,1997                                    26,588            974,008            (223,834)             750,174

  Net Income                                                     -              59,965                 606               60,571
                                                     ---------------     ---------------   -----------------    -----------------

BALANCE, December 31, 1998                                   26,588          1,033,973            (223,228)             810,745

  Net Income                                                      -            275,153               2,779              277,932
                                                     ---------------     ---------------   -----------------    -----------------

BALANCE, December 31, 1999                                   26,588        $ 1,309,126         $  (220,449)        $  1,088,677
                                                     ===============     ===============   =================    =================

</TABLE>


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

                                       F-6

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                                1999                 1998                1997
                                                                           ----------------     ---------------     ----------------
<S>                                                                           <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                        $   277,932          $   60,571         $    (96,522)
     Adjustments to reconcile net income (loss) to
       net cash provided by operating activities:
         Equity in income of investee entities (over) under
           distributions received                                                  13,342             (38,525)              97,126
         Decrease in other assets                                                   9,350               4,155               23,650
         Increase (decrease) in accounts payable and
           accrued expenses                                                         5,344               4,780              (12,282)
                                                                           ----------------     ---------------     ----------------

             Net cash provided by operating activities                            305,968              30,981               11,972
                                                                           ----------------     ---------------     ----------------


CASH FLOWS FROM INVESTING ACTIVITIES:
         Contribution to investee entity                                                -             (35,288)                   -
                                                                           ----------------     ---------------     ----------------
             Cash used in investing activities                                          -             (35,288)                   -
                                                                           ----------------     ---------------     ----------------

NET INCREASE (DECREASE) IN CASH
         AND CASH EQUIVALENTS                                                     305,968              (4,307)              11,972

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                      170,981             175,288              163,316
                                                                           ----------------     ---------------     ----------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                        $   476,949          $  170,981         $     175,288
                                                                           ================     ===============     ================

</TABLE>

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

                                       F-7
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(1)      Organization and General Partner - BHP

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

         Boston Historic  Partners  Limited  Partnership  (BHP), a Massachusetts
         limited  partnership,  is the general partner of HPP'89. 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,  1999,  BHP  had
         established  three such  partnerships,  including  HPP'89.  Officers of
         Boston Capital Planning Group,  Inc. (BCPG),  an affiliate of BHP, were
         the initial limited  partners of HPP'89.  The initial limited  partners
         withdrew  as limited  partners  upon the first  admission  of  Investor
         Limited Partners (Limited Partners).  Prior to admission of the Limited
         Partners,  all costs  incurred  by HPP'89  were paid by BHP.  On May 3,
         1989, the first Limited Partners were admitted to HPP'89 and operations
         commenced.

         The Amended and Restated Agreement of Limited Partnership  (Partnership
         Agreement)  of HPP'89  generally  provides  that all net  profits,  net
         losses,  tax  credits  and cash  distributions  of HPP'89  from  normal
         operations  subsequent  to  admission  of  Limited  Partners  shall  be
         allocated  99% to the Limited  Partners  and 1% to BHP.  Proceeds  from
         sales or refinancings generally will be distributed 100% to the Limited
         Partners  until they have  received an amount  equal to their  Adjusted
         Capital  Contributions (as defined in the Partnership  Agreement) plus,
         priority returns and additional  incentive priority returns for certain
         Limited  Partners  admitted to HPP'89 on or prior to certain  specified
         dates.

(2)      Summary of Significant Accounting Policies

         Investments in Investee Entities

         HPP'89  accounts  for its  investments  in its four  investee  entities
         (Investee  Entities)  under the equity  method.  In general,  under the
         equity method of accounting for investments, the investment is recorded
         at cost and the current  allocable  portion of earnings  (losses) of an
         Investee  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 HPP'89's investments (primarily evaluation
         and acquisition fees and interest expense incurred during  construction
         periods) are treated as additional  investment  basis and are amortized
         on a straight-line basis over the estimated life of the investee assets
         (40 years).

         Use of Estimates

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


                                       F-8

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(2)      Summary of Significant Accounting Policies (Continued)

         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,
         1999  and  1998,  cash  equivalents   totaled  $427,019  and  $170,981,
         respectively.

         At December  31, 1999 and 1998,  HPP'89 had  approximately  $27,000 and
         $71,000,  respectively,  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,  1999,  HPP'89 had $352,019 of money
         market funds which are not insured or guaranteed.

         Income Taxes

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

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

         HPP'89 has  general  partnership  interests  in two  Investee  Entities
         (three as of  December  31,  1998) and is a managing  member in another
         Investee Entity.

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

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

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

         Jenkins Court  Associates  Limited  Partnership  (Jenkins  Court) was a
         Delaware limited  partnership  which was formed on December 20, 1988 to
         acquire,  construct,  rehabilitate,  operate  and manage a 144,000  net
         rentable square foot five-story building and 30,000 net rentable square
         feet  of  new  retail  space,   including  storage  areas  and  parking
         facilities,  located  at Old  York  Road  and  Rydal  Road,  Jenkintown
         Borough, Pennsylvania.

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

         On November 23, 1994,  Jenkins  Court filed a petition for relief under
         Chapter 11 of the federal  bankruptcy laws in United States  Bankruptcy
         Court for the jurisdiction of the Eastern District of Pennsylvania.  On
         August 31, 1995, after maximum vesting of the remaining  Rehabilitation
         Tax Credits had been achieved for 1995 and


                                       F-9

<PAGE>

       HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP NOTES TO
     FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1999,
                                  1998 AND 1997

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

         considering the  unlikelihood  of a successful plan of  reorganization,
         Jenkins  Court  and  the  mortgage  holder  entered  into a  settlement
         agreement  under which Jenkins Court  transferred the deed and title of
         the  property to the mortgage  holder.  The  mortgage  holder  released
         Jenkins  Court and its  guarantors  for the  entire  indebtedness,  and
         Jenkins  Court  received  $25,000  to  pay  certain  professional  fees
         incurred  during the bankruptcy  proceedings.  The transfer of deed and
         title of the property to the mortgage holder resulted in a recapture of
         Rehabilitation  Tax  Credits in 1995 of  $44,451  to  HPP'89,  of which
         $44,007 was  allocated to the Limited  Partners of HPP'89.  Tax credits
         allocated to the Limited  Partners of HPP'89  totaling  $2,758,113 were
         vested on or before  June 15,  1995.  Therefore,  98.4% of the  Limited
         Partners' tax credits were vested prior to the loss of the property.

         Although  Jenkins  Court no longer  owned  investment  property  or had
         property   operations   after  August  31,  1995,   the  Jenkins  Court
         partnership  remained in existence  until  December 31, 1999 to resolve
         certain partnership assets and liabilities. Partnership assets included
         approximately  $312,000 of unsecured receivables from the developer and
         its  affiliates   which  had  been  fully  reserved  for,   partnership
         liabilities included approximately $94,000 of trade payables (which had
         been fully  reserved for since HPP'89 did not believe such amount would
         be recourse to HPP'89),  as well as a $250,000 default loan and accrued
         interest  thereon  which had been provided by HPP'89 and secured by the
         developer's interest in an unaffiliated limited partnership.

         In September 1999,  HPP'89 collected  $113,752 from the proceeds of the
         collateral  securing  HPP'89's  default  loan  receivable  from Jenkins
         Court. The $250,000  previously provided to Jenkins Court was initially
         recorded  as a reduction  to equity in income of  investee  entities by
         HPP'89.  The $113,752  received during the year ended December 31, 1999
         is included in equity in income of investee entities.  In October 1999,
         Jenkins Court and its  affiliates  and the developer and its affiliates
         entered  into  agreements  for mutual  release and agreed to  liquidate
         Jenkins Court effective December 31, 1999.

         402  Julia  Street  Associates  Limited  Partnership  (402  Julia) is a
         Delaware  limited  partnership  formed  on July  25,  1989 to  acquire,
         construct,  rehabilitate,  operate and manage a 19,000 square foot site
         and the building situated thereon and to rehabilitate the building into
         24 residential units and  approximately  3,500 net rentable square feet
         of commercial  space located thereon at 402 Julia Street,  New Orleans,
         Louisiana.  At December 31, 1999, 402 Julia had leased 100% (unaudited)
         of its residential units and commercial space.

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

         On September 16, 1993, HPP'89 sold one-third of its general partnership
         interest in 402 Julia to the  developer  general  partner for $185,000.
         HPP'89's  percentage of interest in 402 Julia was thereby  reduced from
         98% to 65%.  The  terms of the sale  required  an  initial  payment  of
         $100,000,  which was received in September  1993,  and requires  annual
         payments of $3,500  through 2016 and a final payment of $4,500 in 2017.
         At December 31, 1999 and 1998, the remaining uncollected payments total
         $64,000 and  $67,500,  respectively,  which are secured by the interest
         sold to the developer  general  partner.  The sale  transaction did not
         generate any Investment Tax Credit recapture.

         Rehabilitation  Tax  Credits  generated  by 402  Julia  and  previously
         allocated to HPP'89 Limited  Partners totaled $248,796 since inception.
         As of March 31, 1995, 100% of these credits were fully vested.

         HPP'89 recorded net income from the 402 Julia  Investment of $6,634 for
         the  year  ended  December  31,  1999,  and a net loss of  $17,345  and
         $10,596,  respectively, for the years ended December 31, 1998,and 1997,
         as well as  amortization of $3,252 for each of the years ended December
         31, 1999, 1998 and 1997.


                                      F-10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


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

         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.  At December
         31, 1999,  Portland Lofts had leased  approximately  89% (unaudited) of
         its residential  apartment units and 100% (unaudited) of the commercial
         space for a combined occupancy of 92% (unaudited).

         HPP'89 contributed  $3,820,000 through December 31, 1999 to the capital
         of  Portland  Lofts and owns a general  partnership  interest  therein.
         HPP'89's  investment in Portland Lofts represents  approximately 21% of
         the aggregate amount which HPP'89 originally contributed to the capital
         of its three  Investee  Entities  acquired in 1989 and to purchase  its
         direct interest in the Cosmopolitan Building.

         Rehabilitation Tax Credits generated by Portland Lofts and allocated to
         HPP'89's  Limited Partners  totaled  $1,775,571 since inception.  As of
         April 1, 1996, 100% of these tax credits were fully vested.

         In 1990,  HPP'89 had reserved  against its investment in Portland Lofts
         reducing  such  investment  to zero due to the  substantial  doubt that
         Portland Lofts may not be able to continue as a going concern. Due to a
         debt refinancing  completed in June 1996, Portland Lofts is expected to
         continue as a going concern.

         For the year ended December 31, 1997,  Portland  Lofts  allocated a net
         loss of $173,710 and paid cash  distributions of $156,000 to HPP'89. As
         mentioned in Note 2, generally,  under the equity method of accounting,
         an  investment  may not be carried  below zero.  During 1997,  HPP'89's
         investment  in  Portland  Lofts was  reduced  to zero due to  allocated
         losses and  distributions  received.  Although  HPP'89's  investment in
         Portland Lofts has been reduced to zero,  Portland Lofts is expected to
         continue as a going concern and to continue to provide distributions to
         HPP'89. At December 31, 1997,  HPP'89 had cumulative  unrecorded losses
         totaling $95,392 relating to the Portland Lofts investment.

         For the years ended  December 31, 1999 and 1998,  HPP'89 was  allocated
         net income of $50,786 and $4,404,  respectively,  from Portland  Lofts,
         thereby  decreasing  the  cumulative  unrecorded  loss  relating to the
         Portland Lofts investment to $40,202 at December 31, 1999.

         For each of the years ended  December 31, 1999,  1998 and 1997,  HPP'89
         received  distributions of $156,000 from the Portland Lofts investment.
         Distributions received of $156,000 for each of the years ended December
         31, 1999 and 1998,  and $54,206 for the year ended  December  31, 1997,
         were recorded as equity in income of investee entities.

         The  Cosmopolitan  at Mears Park,  LLC (TCAMP) On  December  18,  1989,
         HPP'89 acquired the  Cosmopolitan  Building  containing 255 residential
         units and  approximately  2,200 square feet of  commercial  space.  The
         building was  renovated,  and certain  renovation  costs  qualified for
         Rehabilitation  Tax Credits.  HPP'89's  investment in The  Cosmopolitan
         Building  represented  approximately  39% of the aggregate amount which
         HPP'89  originally  contributed  to the  capital of its three  Investee
         Entities  acquired in 1989 and to purchase  its direct  interest in the
         Cosmopolitan  Building.  During the year ended  December 31, 1999,  the
         economic occupancy of TCAMP was 97% (unaudited).

         Rehabilitation   Tax  Credits   generated   by  the   purchase  of  the
         Cosmopolitan  Building and  previously  allocated  to HPP'89's  Limited
         Partners totaled  $4,307,491 since inception.  As of December 31, 1994,
         100% of these tax credits were fully vested.




                                      F-11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


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

         Effective March 15, 1996, HPP'89 contributed the Cosmopolitan Building,
         and certain other assets and liabilities, to TCAMP (a Limited Liability
         Company) for a 50% ownership  interest.  Concurrently,  another  member
         contributed  $650,000  cash  to  TCAMP  for a 50%  ownership  interest.
         Simultaneously,   TCAMP  issued  a  mortgage  note  in  the  amount  of
         $7,000,000,  the proceeds of which, along with the $650,000 contributed
         cash,  were used to  settle  in full  HPP'89's  mortgage  note  payable
         related  to the  Cosmopolitan  Building.  As of  March  15,  1996,  the
         Partnership  accounts  for its  investment  in TCAMP  under the  equity
         method of accounting.

         Distributions  from TCAMP to HPP'89 and the other member are subject to
         the order of distributions  as specified in the Operating  Agreement of
         TCAMP. Until the other member's original $650,000 capital  contribution
         had been repaid in full, to the extent that the Partnership accumulated
         from whatever sources  operating  reserve amounts greater than $140,000
         at the  end  of any  fiscal  year,  the  Partnership  was  required  to
         contribute  such  excess  within  thirty days of the end of such fiscal
         year to TCAMP as additional capital  contributions to be distributed by
         TCAMP  to  its  other  member  as a  return  of  its  original  capital
         contribution.

         On February 27, 1998, HPP'89 contributed to TCAMP $35,288, representing
         operating  reserves in excess of $140,000 at  December  31,  1997.  The
         funds were then  distributed from TCAMP to its other member as a return
         of its original  capital  contribution.  As of December  31, 1997,  the
         outstanding  balance of the other member's unreturned original $650,000
         capital contribution was $223,773.  On May 18, 1998, the other member's
         original  $650,000 capital  contribution  was reduced to zero,  thereby
         eliminating  any  future  requirements  for  HPP'89 to make  additional
         capital contributions to TCAMP.

         HPP'89  recorded net income of  $233,276,  $134,122 and $96,834 for the
         years ended December 31, 1999,  1998 and 1997,  respectively,  from the
         TCAMP  Investment.  HPP'89 received cash  distributions of $250,000 and
         $75,000  from TCAMP for the years  ended  December  31,  1999 and 1998,
         respectively.

         HPP'89's  investments in the Investee Entities at December 31, 1999 and
         1998 are summarized as follows:
<TABLE>
<CAPTION>

         Cumulative:                                                        1999                       1998
                                                                   ---------------------      ---------------------
        <S>                                                            <C>                   <C>
         Investment and advances made in cash                           $    4,880,288        $         4,880,288
         Evaluation and acquisition costs                                      835,709                    835,709
         Interest capitalization and other costs                                39,615                     39,615
         Net equity in loss of Investee Entities                              (483,131)                  (879,041)
         Reserves for realization of investments                            (3,469,267)                (3,469,267)
         Amortization of certain costs                                         (52,980)                   (49,728)
         Distributions received from Investee Entities                        (917,200)                  (511,200)
         Sale of one third interest of Investee Entity                        (241,620)                  (241,620)
                                                                   ---------------------      ---------------------

                                                                         $     591,414              $     604,756
                                                                   =====================      =====================
</TABLE>

         The above summary of HPP'89's investments in Investee Entities does not
         include its investment in Jenkins Court.

         The equity in income of Investee Entities reflected in the accompanying
         statements of operations included income of $395,910 (prior to recovery
         of $113,752  default  loan  receivable),  $272,777  and $62,126 for the
         years ended December 31, 1999, 1998 and 1997, respectively,  and annual
         amortization  of certain costs of $3,252,  for the years ended December
         31, 1999, 1998 and 1997, respectively.



                                      F-12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


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

         Summary combined balance sheets of the Investee Entities as of December
         31, 1999 and 1998,  and summary  combined  statements of operations for
         the years ended  December 31, 1999,  1998 and 1997 are as follows.  The
         combined  balance sheet and statements of operations do not include the
         Jenkins  Court  Investment  for the year ended  December  31, 1999.
<TABLE>
<CAPTION>

                                                     COMBINED BALANCE SHEETS
                                                              ASSETS

                                                                           1999                    1998

                                                                    ------------------     -------------------
         <S>                                                           <C>                       <C>
         Buildings and improvements, (net of accumulated
             depreciation; $4,004,320, 1999; $3,446,938, 1998)          $   14,878,362           $  15,344,965
         Land                                                                2,041,326               2,041,326
         Other assets (net of accumulated amortization;
             $174,866, 1999; $123,795, 1998)                                   437,574                 600,899
         Cash and cash equivalents                                             453,186                 287,348
                                                                     ------------------     -------------------

                  Total assets                                          $   17,810,448          $   18,274,538
                                                                     ==================     ===================

                                                 LIABILITIES AND PARTNERS' EQUITY

                                                                           1999                    1998
                                                                     ------------------     ------------------
          Liabilities:
          Mortgage and notes payable                                    $   13,151,807          $   13,339,188
          Other liabilities                                                    687,191                 726,135
                                                                     ------------------      ------------------

               Total liabilities                                            13,838,998              14,065,323
                                                                     ------------------      ------------------


          Partners' equity:
               HPP'89                                                        2,794,074               3,311,062
               Other partners                                                1,177,376                 898,153
                                                                     ------------------      ------------------

                  Total partners' equity                                     3,971,450               4,209,215
                                                                     ------------------      ------------------


                     Total liabilities and partners' equity             $   17,810,448          $   18,274,538
                                                                     ==================      ==================
</TABLE>

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


<TABLE>
<CAPTION>
                                                COMBINED STATEMENTS OF OPERATIONS

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

   <S>                                                  <C>                  <C>                    <C>
   Revenue:
           Rental revenue                                $   4,178,519         $  3,904,024          $   3,626,904
           Interest and other income                            78,077               56,095                 76,817
                                                     -------------------    -----------------    -------------------
                                                             4,256,596            3,960,119              3,703,721
                                                     -------------------    -----------------    -------------------

         Interest expense                                    1,207,119            1,239,999              1,269,792
         Depreciation and amortization                         608,453              613,471                594,870
         Operating expenses                                  1,913,019            1,860,506              1,837,075
                                                     -------------------    -----------------    -------------------
                                                             3,728,591            3,713,976              3,701,737
                                                     -------------------    -----------------    -------------------

   Net income from operations                             $    528,005          $   246,143            $     1,984
                                                     ===================    =================    ===================
    Net income (loss) allocated to HPP'89                 $    290,696          $   121,182           $    (87,472)
                                                     ===================    =================    ===================

    Net income allocated to other partners                $    237,309          $   124,961           $     89,456
                                                     ===================    =================    ===================
</TABLE>

                                      F-13

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

 (4)     Transactions With Related Parties and Commitments

         HPP'89 engaged Claremont Management  Corporation (CMC), a Massachusetts
         corporation  related party through  ownership by a member of TCAMP,  to
         provide  asset  management,   accounting  and  investor  services.  CMC
         provided  such  services for an annual  management  fee of $67,200 plus
         reimbursement  of all  its  costs  of  providing  these  services.  The
         contract with CMC expired June 30, 1998. For the period January 1, 1998
         through June 30, 1998 and for the year ended December 31, 1997, CMC was
         reimbursed $50,716 and $73,850, respectively, for operating costs.

         Effective July 1, 1998,  HPP'89 engaged Gunn Financial,  Inc. (GFI), an
         unaffiliated  Massachusetts corporation,  to provide accounting,  asset
         management  and investor  services.  GFI provides  such services for an
         annual management fee of $63,000 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.  For the year
         ended  December  31,  1999  and for the  period  July 1,  1998  through
         December  31,  1998,  GFI  was  reimbursed  $120,218  and  $56,109  for
         operating costs, respectively.


 (5)     Fair Value of Financial Instruments

         The fair values of cash and cash  equivalents and accounts  payable and
         accrued  expenses  at  December  31,  1999 and 1998  approximate  their
         carrying amounts due to their short maturities.



                                      F-14

<PAGE>


      Independent Auditors' Report on Accompanying Information


The Partners
Historic Preservation Properties 1989 Limited Partnership
Boston, Massachusetts


We have audited, in accordance with generally accepted auditing  standards,  the
financial   statements  of  Historic   Preservation   Properties   1989  Limited
Partnership  as of December 31, 1999 and 1998,  and for each of the years in the
three-year  period ended  December 31, 1999  included in this Form 10-K and have
issued our report  thereon dated  February 4, 2000. Our audits were made for the
purpose  of forming an  opinion  on the basic  financial  statements  taken as a
whole.  The supplemental  schedule is the  responsibility  of the  Partnership's
management  and is presented for the purposes of complying  with the  Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  The information included in this schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements, and
in our  opinion  fairly  states in all  material  respects  the  financial  data
required to be set forth therein in relation to the basic  financial  statements
as a whole.


Lefkowitz, Garfinkel, Champi & DeRienzo, P.C.


Providence, Rhode Island
February 4, 2000




                                      F-15

<PAGE>




            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY
                              BY INVESTEE ENTITIES
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                               Costs Capitalized
                                                                        Initial Costs                   Subsequent to Acquisition

               Description and                                                       Building &         Improvements        Carrying
             Ownership Percentage                Encumbrances          Land        Improvements-                              Cost

<S>                                                 <C>                 <C>             <C>               <C>             <C>
Residential Building/Commercial Building
    402 Julia Street Associates L.P.
    New Orleans, Louisiana
65%                                                  $    1,084          $ 133           $    282           $   1,154     $   145


Residential Building/Commercial Building
    Portland Lofts Associates L.P.
    Portland, Oregon

99%                                                       5,385            900                886               9,273         610


Residential Building
    The Cosmopolitan at Mears Park, LLC
    St. Paul, Minnesota
50%                                                       6,683          1,009              6,074                 458           -
                                                ----------------     ----------    ---------------     ---------------    ----------


Total                                                $   13,152         $2,042          $   7,242          $   10,885      $  755
                                                ================     ==========    ===============     ===============    ==========

</TABLE>



                                                               F-16

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY
                              BY INVESTEE ENTITIES
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                  Gross Amounts at
                                                                             December 31, 1999 (Note 1)

                 Description and                                   Building &            Total             Accumulated
              Ownership Percentage                   Land         Improvements-         (Note 3)          Depreciation
                                                                                                            (Note 2)
<S>                                                   <C>              <C>               <C>                  <C>
Residential Building/Commercial Building
    402 Julia Street Associates L.P.
    New Orleans, Louisiana
65%                                                    $ 133           $   1,581          $   1,714            $     395


Residential Building/Commercial Building
    Portland Lofts Associates L.P.
    Portland, Oregon

99%                                                      900              10,769             11,669                2,719


Residential Building
    The Cosmopolitan at Mears Park, LLC
    St. Paul, Minnesota
50%                                                    1,009               6,532              7,541                  890
                                                   ----------    ----------------    ---------------     ----------------


Total                                                 $2,042          $   18,882         $   20,924           $    4,004
                                                   ==========    ================    ===============     ================


</TABLE>




                                                       F-17
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY
                              BY INVESTEE ENTITIES
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>

                   Description and                          Construction or          Interest              Life
                 Ownership Percentage                        Rehabilitation          Acquired            (Years)

<S>                                                             <C>                 <C>                    <C>
Residential Building/Commercial Building
    402 Julia Street Associates L.P.
    New Orleans, Louisiana
65%                                                              8/1/89              7/25/89                40


Residential Building/Commercial Building
    Portland Lofts Associates L.P.
    Portland, Oregon

99%                                                             8/31/89               8/8/89                40


Residential Building
    The Cosmopolitan at Mears Park, LLC
    St. Paul, Minnesota
50%                                                             12/18/89             3/15/96                34

</TABLE>




                                                      F-18

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY
                        BY INVESTEE ENTITIES (CONTINUED)
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)

Note 1:  The aggregate cost of each property on a tax basis net of the
         reduction due to the  rehabilitation  tax credit at December 31, 1999,
         1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                        1999                       1998                        1997
                                                  -----------------        ---------------------       ---------------------
         <S>                                          <C>                         <C>                         <C>
         Jenkintown, Pennsylvania                     $        -                  $       -                   $        -


         New Orleans, Louisiana                            1,457                       1,457                       1,457


         Portland, Oregon                                  4,207                       4,207                       4,207


         St. Paul, Minnesota                              16,710                      16,638                      16,598
                                                  -----------------        ---------------------       ---------------------


                                                      $   22,374                 $    22,302                 $    22,262
                                                  =================        =====================       =====================



Note 2:  The changes in  accumulated  depreciation  for the years ended
         December  31,  1999,  1998 and 1997 are as follows:

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

         Balance at beginning of period               $    3,447                 $     2,897                 $     2,351


         Depreciation during the year                        557                         550                         546


         Transfer of property                                  -                           -                           -
                                                  -----------------        ---------------------       ---------------------


                                                      $    4,004                 $     3,447                 $     2,897
                                                  =================        =====================       =====================

</TABLE>



                                                       F-19

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY
                        BY INVESTEE ENTITIES (CONTINUED)
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)


Note 3:  The changes in total costs of land,  building  and improvements for
         the years ended  December  31, 1999, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>

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

         <S>                                          <C>                        <C>                         <C>
         Balance at beginning of period               $   20,834                 $    20,794                 $    20,774


         Additional improvements                              90                          40                          20


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

         Balance at end of period                     $   20,924                 $    20,834                 $    20,794
                                                  =================        =====================       =====================

</TABLE>




                                                       F-20