<PAGE>

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

                                  FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003
                                       or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from______________ to _________________

Commission File Number 33-24129

Historic Preservation Properties 1989 Limited Partnership
---------------------------------------------------------
(Exact name of small business issuer in its charter)

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

45 Broad Street, 3rd Floor, Boston, Massachusetts        02109
------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code: (617) 422-5815

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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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  [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.
$4,225,987.

Voting and non-voting common equity held by non-affiliates of the
registrant: Not Applicable.

<PAGE>

         DOCUMENTS INCORPORATED BY REFERENCE

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

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

III                                 The Prospectus.

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         2003 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              SEQUENTIAL
                                                             PAGE NO.          PAGE NO.
                                                             --------         ----------
<S>                                                          <C>              <C>
PART I
         Item 1   Description of Business                       K-3                4
         Item 2   Description of Properties,
                  Investment Policies, and
                  Description of Real Estate and
                  Operating Data                                K-8                9
         Item 3   Legal Proceedings                             K-8                9
         Item 4   Submission of Matters to a
                             Vote of Unit Holders               K-8                9

PART II
         Item 5   Market for the Registrant's
                             Units and Related Unit
                             Holder Matters                     K-9               10
         Item 6   Management's Discussion and
                             Analysis or Plan of Operation      K-9               10
         Item 7   Financial Statements                          K-12              13
         Item 8   Changes In and Disagreements
                             with Accountants on Accounting
                             and Financial Disclosure           K-13              14
         Item 8A  Controls and Procedures                       K-13              14

PART III
         Item 9   Director and Executive
                             Officer of the Registrant          K-14              15
         Item 10  Executive Compensation                        K-15              16
         Item 11  Unit Ownership of Certain
                             Beneficial Owners and
                             Management                         K-15              16
         Item 12  Certain Relationships and
                             Related Transactions               K-16              17
         Item 13  Exhibits and Reports                          K-16              17
         Item 14  Principal Accountant Fees and
                             Services                           K-16              17

SIGNATURES                                                      K-18              19

SUPPLEMENTAL INFORMATION                                        K-19              20
</TABLE>

                                      K-2

<PAGE>

                                     PART I

Item 1. Description of Business

Historic Preservation Properties 1989 Limited Partnership (the Partnership), a
Delaware limited partnership, was organized under the Delaware Revised Uniform
Limited Partnership Act on September 1, 1988, for the purpose of investing in a
diversified portfolio of real properties which qualified for rehabilitation tax
credits (Rehabilitation Tax Credits) afforded by Section 47 of the Internal
Revenue Code of 1986, as amended (the Code), and rehabilitating such properties
(or acquiring such properties in the process of rehabilitation and completing
such rehabilitation) in a manner intended to render the cost of such
rehabilitation eligible for classification as "Qualified Rehabilitation
Expenditures", as such term is defined in the Code, and thus eligible for
Rehabilitation Tax Credits. The Partnership was initially capitalized with
contributions of $100 from its general partner and $100 from each of three
initial limited partners. On September 2, 1988, the Partnership filed a
Registration Statement on Form S-11, File Number 33-24129 (the Registration
Statement), with the Securities and Exchange Commission (the Commission) with
respect to the public offering of units of limited partnership interest (Units)
in the Partnership. The Registration Statement, covering the offering of up to
100,000 Units at a purchase price of $1,000 per Unit (an aggregate of
$100,000,000), was declared effective on December 19, 1988. The offering of
Units terminated on December 29, 1989, at which time the Partnership had
received gross offering proceeds of $26,588,000 from 2,505 investors.

The general partner of the Partnership is Boston Historic Partners Limited
Partnership (the General Partner), a Massachusetts limited partnership. The
general partners of the General Partner are (i) Portfolio Advisory Services,
Inc. (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.

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

The Partnership's only business is investing in and operating real properties
for which the cost of rehabilitating such properties qualified for
Rehabilitation Tax Credits. The Partnership does not expect to make any
additional investments in new real estate; it will, however, invest cash flow
from the properties in normal repairs and maintenance. 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

                                      K-3

<PAGE>

Partnership's assets and with respect to certain other matters. The
Partnership's investment objectives and policies are described on pages 28-36 of
its Prospectus dated December 19, 1988 (the Prospectus) under the caption
"Investment Objectives and Policies", which description is incorporated herein
by this reference. The Prospectus was filed with the Commission pursuant to Rule
424 (b) on January 5, 1989.

During the years ended December 31, 2003, 2002 and 2001, the Partnership had
investments in two limited partnerships through the ownership of general
partnership interests and had an investment in a limited liability company
through the ownership of a member interest. The limited partnerships and limited
liability company are collectively referred to herein as the Investee Entities.

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

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

Through March 29, 2001, the Partnership accounted for TCAMP using the equity
method of accounting and, effective March 30, 2001, consolidated the accounts
and transactions of TCAMP with those of the Partnership. Through December 31,
2001, the Partnership accounted for Portland Lofts using the equity method of
accounting and, on December 31, 2001, consolidated the accounts of Portland
Lofts with those of the Partnership and TCAMP. The Partnership accounts for its
investment in 402 Julia using the equity method of accounting.

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

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

402 Julia is a Delaware limited partnership formed on July 25, 1989 to acquire,
construct, rehabilitate, operate and manage a building with 24 residential units
and approximately 3,900 net rentable square feet of commercial space located
thereon at 402 Julia Street, New Orleans, Louisiana. The Partnership's original
investment in 402 Julia represented approximately 4% of the aggregate funds
initially available for investment. The Partnership has a 65% ownership interest
in 402 Julia.

402 Julia issued a mortgage note secured by the property with an original
principal balance of $1,100,000, bearing interest at 6.69%, and

                                      K-4

<PAGE>

amortizing over 30 years. The mortgage note has a yield maintenance prepayment
penalty through May 2008. The mortgage note matures in August 2008 at which time
the then unpaid principal balance of $936,939, assuming no prepayments, will be
due.

The property is located in a competitive downtown market with several
residential properties in the area. For the year ended December 31, 2003, 402
Julia recorded an economic occupancy of 95% for its residential units and an
economic occupancy of 100% for its commercial space for a combined economic
occupancy of 96%. For the year ended December 31, 2003, the average effective
annual income for the residential space was approximately $8,999 per unit and
for the commercial space was approximately $11.69 per square foot.

402 Julia leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2003, approximately 8% of
residential units are leased under month-to-month arrangements. 402 Julia also
leases commercial units under either long-term operating leases or
month-to-month arrangements. At December 31, 2003, the schedule of commercial
lease expirations for 402 Julia is as follows:

<TABLE>
<CAPTION>
                    Number of              Square               Annual                 % of Gross
Year                 Tenants               Footage               Rent                 Annual Rents
----                ---------              -------             --------               -------------
<S>                 <C>                    <C>                 <C>                    <C>
2004                    1                   2,000              $ 18,000                   6.6%
2005                    1                   1,900                16,200                   5.9%
</TABLE>

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 commercial space,
located at 555 Northwest Park Avenue in Portland, Oregon. The Partnership's
original investment in Portland Lofts represented approximately 21% of the
aggregate funds initially available for investment.

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

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

The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2003, the
economic occupancy of its residential units was 85% and

                                      K-5

<PAGE>

the economic occupancy for its commercial space was 92% for a combined economic
occupancy of 87%. For the year ended December 31, 2003, the average effective
annual income for the residential space was $10,555 per unit and for the
commercial space was approximately $13.09 per square foot.

Portland Lofts leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2003, approximately 72%
of residential units are leased under month-to-month arrangements. Portland
Lofts also leases commercial units principally under long-term operating leases
as well as month-to-month arrangements.

At December 31, 2003, the schedule of commercial lease expirations for Portland
Lofts is as follows:

<TABLE>
<CAPTION>
                    Number of              Square                Annual           % of Gross
Year                 Tenants               Footage                Rent           Annual Rents
----                ---------              -------               ------          ------------
<S>                 <C>                    <C>                   <C>             <C>
2006                    4                   3,105                19,789             1.4%
2007                    2                   2,320                26,419             1.9%
2008                    1                   2,595                46,698             3.3%
</TABLE>

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

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

The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2003, the
economic occupancy of TCAMP was 84%. For the year ended December 31, 2003, the
average effective annual income for the residential space was approximately
$9,626 per unit and for the commercial space was approximately $16.27 per square
foot. TCAMP leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2003, approximately 3% of
residential units are leased under month-to-month arrangements. TCAMP's
commercial space consists of one office tenant whose lease expires March 2005.
The annual rental income for this lease through 2004 is $35,837 (1.3% of gross
annual rents) and in 2005 shall be $8,959 (0.3% of gross annual rents).

                                      K-6

<PAGE>

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

Information regarding the tax depreciation of the properties owned for the year
ended December 31, 2003 is as follows:

<TABLE>
<CAPTION>
                             Federal                             Life
                            Tax Basis         Method            (Years)
                           -----------        ------            -------
<S>                        <C>                <C>               <C>
402 Julia
  Building and
  Improvements             $ 1,325,133          SL                31.5
                           ===========
Portland Lofts
  Building and
  Improvements             $ 3,070,699          SL                27.5
                                43,252          SL                31.5
                               562,926          SL                39.0
  Furniture and
  Fixtures                       6,654          DDB                7.0
                           -----------
                           $ 3,683,531
                           ===========
TCAMP
  Building                 $13,330,155          ACC               19.0
  Improvements                 887,899          SL                27.5
                               287,884          SL                31.5
                                 1,395          SL                15.0
  Furniture and
  Fixtures                      67,022          DDB                5.0
                               121,726          DDB                7.0
                           -----------
                           $14,696,081
                           ===========
</TABLE>

Information regarding the real estate taxes of the properties owned for the year
ended December 31, 2003 is as follows:

<TABLE>
<CAPTION>
   Property                       Rate                           Real Estate Tax
--------------                -------------                      ---------------
<S>                           <C>                                <C>
402 Julia                     $187.22/1,000                         $   7,210

Portland Lofts                  19.57/1,000                            47,509

TCAMP                           20.79/1,000                           269,888
</TABLE>

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

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

                                      K-7

<PAGE>

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 adverse effect on the
business of the Partnership.

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

Item 2. Description of Properties, Investment Policies, Description of Real
Estate and Operating Data

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

Item 3. Legal Proceedings

The Partnership is not party to, to the best knowledge of the General Partner,
any material pending legal proceedings.

To the best knowledge of the General Partner, Portland Lofts Associates L.P.,
402 Julia Street Associates L.P. nor the Cosmopolitan at Mears Park, LLC are not
currently subject to any material pending legal proceedings.

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

No matters were submitted to a vote of Unit holders.

                                      K-8

<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, 2004, there were 2,256 holders of Units.

The Amended and Restated Agreement of Limited Partnership (the Partnership
Agreement) requires that any Cash Flow (as defined therein) be distributed
quarterly to the investor limited partners (Limited Partners) in specified
proportions and priorities and that Sale or Refinancing Proceeds (as defined
therein) be distributed as and when available. For the years ended December 31,
2003 and 2002, no distributions of Cash Flow or Sale or Refinancing Proceeds
were paid or accrued to the Limited Partners.

Item 6. Management's Discussion and Analysis or Plan of Operation.

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

Critical Accounting Policies. The SEC defines critical accounting policies as
those that require application of management's most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent
periods.

The Company's significant accounting policies are disclosed in the footnotes to
HPP'89's consolidated financial statements in Item 7 hereof. Management believes
the following significant accounting policies also are considered critical
accounting policies:

         HPP'89 capitalizes as investment in real estate the initial acquisition
         of property and equipment and those expenditures incurred that extend
         the useful life of the related assets. Expenditures for maintenance and
         repairs, including major repairs and replacements made as part of a
         periodic maintenance program to restore the assets repaired to
         substantially original condition, are expensed as incurred. During the
         year ended December 31, 2003, the Partnership recorded as expenses
         approximately $75,000 of major repairs and maintenance costs incurred
         as part of a periodic maintenance program rather than capitalizing such
         expenditures.

                                      K-9

<PAGE>

         HPP'89 reviews its long-lived assets, principally investment in real
         estate, for impairment whenever events or changes in circumstances
         indicate that the carrying value of the asset may not be recoverable.
         An impairment loss is required to be recognized if the sum of the
         expected future cash flows, undiscounted and excluding interest
         expense, from the use of the asset is less than the carrying value of
         the asset. For the year ended December 31, 2003, the Partnership did
         not recognize an impairment loss.

Plan of Operation. The Partnership terminated its offering of Units on December
29, 1989, at which time Limited Partners had purchased 26,588 Units,
representing gross capital contributions of $26,588,000. Such amounts originally
contributed represent approximately 100% of the Limited Partners' capital
contributions after deduction of selling commissions, organizational and sales
costs, acquisition fees and reserves. The Partnership does not expect to make
any additional investments in new real estate; it will however invest cash flow
from the properties in normal repairs and maintenance.

As of December 31, 2003, the Partnership had $204,193 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's only
source of short-term liquidity is from distributions received from TCAMP and
Portland Lofts. The Partnership has sufficient cash to meet its short-term
operating needs.

The short-term liquidity of 402 Julia, TCAMP and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stabilized
operations and TCAMP and Portland Lofts are expected to generate cash flow. The
Partnership received distributions from Portland Lofts of $156,000 for each of
the years ended December 31, 2003 and 2002. The Partnership received
distributions from TCAMP of $247,500 for the year ended December 31, 2003.

On October 1, 2002 Portland Lofts entered into a contract for exterior building
repairs and maintenance work totaling $443,711 (inclusive of change orders). The
date of commencement of the work was February 1, 2003. As of December 31, 2003,
100% of the contract had been completed and $421,525 had been paid on this
contract and $22,186 has been accrued and is included in accounts payable and
accrued expenses.

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

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the years ended December 31, 2003 and 2002 include the accounts and transactions
of the Partnership, TCAMP and Portland Lofts after the elimination of all
inter-company accounts and transactions.

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

                                      K-10

<PAGE>

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.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the year ended December 31, 2003, 402 Julia recorded an economic
occupancy of 95% for its residential units and an economic occupancy of 100% for
its commercial space for a combined economic occupancy of 96%. For the year
ended December 31, 2002, 402 Julia recorded an economic occupancy of 94% for its
residential units and an economic occupancy of 100% for its commercial space for
a combined economic occupancy of 95%. 402 Julia has benefited from a relatively
strong New Orleans market and continues to record stable operations. For the
years ended December 31, 2003 and 2002, 402 Julia recorded net income of
approximately $3,400 and $7,700, respectively, which included depreciation and
amortization for each of the years ended December 31, 2003 and 2002 of
approximately $43,800.

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP had an economic occupancy of 84% and 90%, respectively, for the years
ended December 31, 2003 and 2002. For the year ended December 31, 2003, TCAMP
recorded a net loss of approximately $240,300 which included depreciation and
amortization of approximately $497,500. TCAMP recorded a net loss of
approximately $113,300 for the year ended December 31, 2002 which included
depreciation and amortization of approximately $563,000.

For the year ended December 31, 2003, Portland Lofts recorded an economic
occupancy of 85% for its residential units and an economic occupancy of 92% for
its commercial space for a combined economic occupancy of 87%. For the year
ended December 31, 2002, Portland Lofts recorded an economic occupancy of 88%
for its residential units and an economic occupancy of 91% for its commercial
space for a combined economic occupancy of 89%. For the year ended December 31,
2003, Portland Lofts recorded net income of approximately $174,200 which
included depreciation and amortization of approximately $234,700. For the year
ended December 31, 2003, Portland Lofts recorded net income of approximately
$83,600 which included depreciation and amortization of approximately $236,900.

HPP'89 recorded a consolidated net loss of approximately $441,900 for the year
ended December 31, 2003 compared to a consolidated net loss of approximately
$375,600 for the year ended December 31, 2002. The increase in consolidated net
loss was primarily due to a decrease in rental income and increases in operating
and administrative expenses and other property operating expenses, partially
offset by decreases in depreciation, real estate taxes and interest expense.

TCAMP recorded a decrease in rental income of approximately $119,900 primarily
as a result of lower occupancy; although it was able to increase revenue from
furnished apartments. Portland Lofts recorded a slight increase in rental income
of approximately $12,200. This was due to a small increase in rental rates and
improved commercial occupancy.

                                      K-11

<PAGE>

The increase in TCAMP's operating expenses was primarily due to painting of
common areas for approximately $58,700, increased furniture rental expense of
$20,000 for the furnished apartments and an $8,700 increase in property
insurance. Real estate taxes at TCAMP decreased approximately $23,300 due to a
reduction in the tax rate while interest expense decreased $9,900 as a result of
normal mortgage amortization.

At Portland Lofts, property insurance increased approximately $9,200,
advertising increased approximately $9,000 and bad debts increased approximately
$8,600. Professional fees decreased approximately $21,400 as a result of
engineering services provided in 2002, while local taxes decreased approximately
$30,900 because 2002 included a special assessment from the city in relation to
new trolley line construction. Maintenance and repairs were less in 2003 by
approximately $72,200; in 2002 extensive repairs were completed to the decks.

The decrease in depreciation from 2003 to 2002 is the result of fully
depreciated furniture and fixtures at TCAMP while the operating and
administrative expenses increase was primarily due to increased partnership
overhead expenses.

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 investment 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 and other economic
factors. Low rates of inflation could result in slower rental rate increases,
and to the extent that these factors are outpaced by increases in property
operating expenses (which could arise as a result of general economic
circumstances such as an increase in the cost of energy or fuel, or from local
economic circumstances), the operations of the Partnership and its Investees
could be adversely affected. Actual deflation in prices generally would, in
effect, increase the economic burden of the mortgage debt service with a
corresponding adverse effect.

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

Item 7. Financial Statements

See the Consolidated Financial Statements of the Partnership included as part of
this Annual Report on Form 10-KSB beginning on page F-1.

                                      K-12

<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

         None.

Item 8A. Controls and Procedures.

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of December 31, 2003, and
have determined there are sufficient internal controls in place for the
Partnership, TCAMP, Portland Lofts and 402 Julia to effectively report all
adjustments necessary in order to make the consolidated financial statements and
footnotes not misleading. Management has not made any changes to the internal
controls or in other factors that could significantly affect internal controls,
subsequent to the date of our most recent evaluation.

                                      K-13

<PAGE>

                                    PART III

Item 9. Director and Executive Officer of the Registrant.

         (a)      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.

<TABLE>
<CAPTION>
        Name                            Office             Age
        ----                            ------             ---
<S>                             <C>                        <C>
Terrence P. Sullivan            President and Director      57
</TABLE>

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.

Terrence P. Sullivan, 57, is the founder and sole shareholder of Boston Capital
Planning, a financial consulting and real estate syndication firm, and its
wholly-owned subsidiary, Boston Bay Capital, Inc. (Boston Bay Capital). Founded
in 1979, Boston Bay Capital was an NASD-Registered broker/dealer specializing in
placement of interests in real estate limited partnerships which own historic
and restoration properties. From 1979 through December 31, 1986, Boston Bay
Capital participated in the placement of limited partnership interests in 98
real estate programs, approximately 60 of which were historic rehabilitation or
restoration partnerships, placing a total of approximately $140,000,000 in
equity. In addition, Boston Bay Capital served as dealer manager in connection
with the sale of Units of limited partnership interest in Historic Preservation
Properties Limited Partnership, Historic Preservation Properties 1988 Limited
Partnership, the Partnership, and Historic Preservation Properties 1990 L.P. Tax
Credit Fund, four public programs sponsored by the General Partner and an
affiliate of the General Partner. Such public programs sold an aggregate of
approximately $82 million of Units of limited partnership interest. From 1972 to
1978, Mr. Sullivan was Tax Shelter coordinator for the Boston office of White,
Weld & Co., Inc., an investment banking firm. Mr. Sullivan graduated from
Worcester Polytechnic Institute in 1968 with a Bachelor of Science degree in
mechanical engineering.

He received a Masters in Business Administration from the University of
Massachusetts (Amherst) in 1971. Mr. Sullivan served as a general partner of BBC
Restoration Properties II Limited Partnership, which concluded its business
affairs December 31, 1999. In addition, an entity controlled by Mr. Sullivan
served as the general partner of Institutional Credit Partners Limited
Partnership (ICP), a partnership organized to invest in a diversified portfolio
of properties which qualify for low-income housing tax credits, Rehabilitation
Tax Credits, or both. In 1989, ICP completed a private placement of $5,790,000
of limited partnership interest to corporations and other institutional
investors. ICP concluded its business affairs December 31, 2000.

                                      K-14

<PAGE>

         (b)      Significant Employees.

                  None.

         (c)      Family Relationships.

                  None.

         (d)      Legal Proceedings.

                  None.

Item 10. Executive Compensation.

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

Under the Partnership Agreement, the General Partner and its affiliates are
entitled to receive various fees, expense reimbursements, commissions, cash
distributions, allocations of taxable income or loss and tax credits from the
Partnership. The amounts of these items and the times at which they are payable
to the General Partner and its affiliates are described on pages 13-15 and 36-39
of the Prospectus under the captions "Management Compensation" and "Cash
Distributions and Net Profits and Net Losses", respectively, which descriptions
are incorporated herein by this reference.

There were no expense reimbursements paid to or accrued, for the years ended
December 31, 2003 and 2002.

For the years ended December 31, 2003 and 2002, the Partnership allocated to the
General Partner unaudited taxable loss of $5,145 and $5,946, respectively.

Item 11. Unit Ownership of Certain Beneficial Owners and Management.

                  (a)      Unit Ownership of Certain Beneficial Owners.

No person or group is known by the Partnership to be the beneficial owner of
more than 5% of the outstanding Units at March 15, 2004. Pursuant to the
Partnership Agreement, the voting rights of the Limited Partners are limited
and, in some circumstances, are subject to the prior receipt of certain opinions
of counsel or judicial decisions.

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

                  (b)      Unit Ownership of Management.

No director or executive officer of PAS, Boston Capital Planning or their
affiliates had any beneficial ownership of Units as of March 15, 2004. 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.

                                      K-15

<PAGE>

                  (c)      Change in Control.

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

Item 12. Certain Relationships and Related Transactions.

                  None

Item 13. Exhibits and Reports on Form 8-K.

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

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

                  2.       Exhibit 31.1 - General Partner's Certification
                           Pursuant to 18 U.S.C. Section 1350 as adopted
                           pursuant to Section 302 of the Sarbanes-Oxley Act of
                           2002.

                  3.       Exhibit 31.2 - Asset Manager's Certification Pursuant
                           to 18 U.S.C. Section 1350 as adopted pursuant to
                           Section 302 of the Sarnanes-Oxley Act of 2002.

                  4.       Exhibit 32.1 - General Partner's Certification
                           Pursuant to Section 906 of the Sarnanes-Oxley Act of
                           2002.

                  5.       Exhibit 32.2 - Asset Manager's Certification Pursuant
                           to Section 906 of the Sarnanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K - The Partnership did not file any current
                  reports on Form 8-K during the fourth quarter of 2003.

Item 14. Principal Accountant Fees and Services.

Aggregate fees billed to the Partnership for the fiscal years ended December 31,
2003 and 2002 by our principal accountant, Lefkowitz, Garfinkel, Champi &
DeRienzo P.C. are as follows:

<TABLE>
<CAPTION>
                                      2003     2002
                                    -------  --------
<S>                                 <C>      <C>
Audit Fees (1)                      $50,250  $ 44,978
Audit Related Fees                        -         -
Tax Service Fees (2)                 17,000    18,478
All Other Fees                            -         -
</TABLE>

(1)      Audit fees consist of fees for professional services rendered for the
         audit of HPP'89's financial statements and review of financial
         statements included in HPP'89's quarterly reports.

(2)      Tax services fees consist of compliance fees for the preparation of
         original tax returns.

Audit Committee Policies and Procedures

The Partnership, BHP as general partner of the Partnership, nor PAS as general
partner of BHP does not have an audit committee.

                                      K-16

<PAGE>

Code of Ethics

PAS has adopted a code of ethics that applies to the President and Director of
the general partner of the General Partner. The public may obtain a copy of
PAS's code of ethics upon written request without charge at Historic
Preservation Properties 1989, LP, 45 Broad Street, 3rd Floor, Boston, MA 02109.

                                      K-17

<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, 2004                   By: /s/Terrence P. Sullivan
                                            --------------------------
                                            Terrence P. Sullivan,
                                             President

                          and

Date:  March 15, 2004                   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
-----------------------         Executive Officer and Director of
Terrence P. Sullivan            Portfolio Advisory Services, Inc.,
                                General Partner of Boston Historic
Date: March 15, 2004            Partners Limited Partnership.

                                Principal Financial and Principal
/s/Terrence P. Sullivan         Accounting Officer of Portfolio
-----------------------         Advisory Services, Inc., General
Terrence P. Sullivan            Partner of Boston Historic Partners
                                Limited Partnership
Date: March 15, 2004

                                      K-18

<PAGE>

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

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

                                      K-19

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                       CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                      F-1

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB

                                     ITEM 7

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
Consolidated Financial Statements of Historic Preservation
   Properties 1989 Limited Partnership

      Independent Auditors' Report.........................................................................        F-3
      Consolidated Balance Sheet as of December 31, 2003...................................................        F-4
      Consolidated Statements of Operations for the Years Ended December 31, 2003 and
          December 31, 2002................................................................................        F-5
      Consolidated Statements of Partners' Equity (Deficit) for the Years Ended December 31, 2003 and
          December 31, 2002................................................................................        F-6
      Consolidated Statements of Cash Flows for the Years Ended December 31, 2003 and
          December 31, 2002................................................................................        F-7
      Notes to Consolidated Financial Statements...........................................................        F-8
</TABLE>

                                       F-2

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Partners
Historic Preservation Properties 1989 Limited Partnership
Boston, Massachusetts

We have audited the accompanying consolidated balance sheet of Historic
Preservation Properties 1989 Limited Partnership (the Partnership) as of
December 31, 2003, and the related consolidated statements of operations,
partners' equity (deficit) and cash flows for the years ended December 31, 2003
and 2002. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Historic Preservation
Properties 1989 Limited Partnership as of December 31, 2003, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2003 in conformity with accounting principles generally
accepted in the United States.

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

Providence, Rhode Island
February 20, 2004

                                       F-3

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2003

<TABLE>
<CAPTION>
<S>                                                                             <C>
                                            ASSETS
INVESTMENT IN REAL ESTATE
      Land                                                                      $  2,396,037
      Buildings and improvements                                                  17,940,293
      Furniture and equipment                                                        400,420
                                                                                ------------
                                                                                  20,736,750
      Accumulated depreciation                                                    (3,685,891)
                                                                                ------------
                                                                                  17,050,859
                                                                                ------------

INVESTMENT IN INVESTEE ENTITY                                                        468,109
                                                                                ------------
CASH AND CASH EQUIVALENTS
      Real estate operating                                                          822,751
      Partnership                                                                    204,193
                                                                                ------------
                                                                                   1,026,944
                                                                                ------------

CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                                         145,299

OTHER ASSETS                                                                         193,283
ESCROW DEPOSITS                                                                      148,010
DEFERRED COSTS, less accumulated amortization of $151,202                            204,166
                                                                                ------------
                                                                                $ 19,236,670
                                                                                ============
                        LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
      Mortgage notes payable                                                    $ 18,631,637
      Accounts payable and accrued expenses                                          307,325
      Security deposits                                                              127,403
                                                                                ------------
                  Total liabilities                                               19,066,365
                                                                                ------------
COMMITMENTS (Note 5)

PARTNERS' EQUITY
      Limited Partners' Equity - Units of  Investor Limited
            Partnership Interest, $1,000 stated value
            per Unit-Issued and outstanding 26,588 units                             399,938
      General Partner's Deficit                                                     (229,633)
                                                                                ------------
                  Total partners' equity                                             170,305
                                                                                ------------
                                                                                $ 19,236,670
                                                                                ============
</TABLE>

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

                                       F-4
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                               2003          2002
                                            ----------    -----------
<S>                                         <C>           <C>
REVENUE:
   Rental income                            $4,103,663    $ 4,211,397
   Interest and other income                   122,324        105,609
                                            ----------    -----------
         Total revenue                       4,225,987      4,317,006
                                            ----------    -----------
EXPENSES:
   Operating and administrative                389,870        357,004
   Property operating expenses:
     Payroll services                          416,069        400,652
     Utilities                                 414,033        404,417
     Real estate taxes                         316,182        337,689
     Other operating expenses                  972,483        949,235
   Depreciation and amortization               732,181        799,868
                                            ----------    -----------
          Total expenses                     3,240,818      3,248,865
                                            ----------    -----------

INCOME FROM OPERATIONS                         985,169      1,068,141

INTEREST EXPENSE                             1,426,010      1,445,562

EQUITY IN INCOME  (LOSS) OF
  INVESTEE ENTITY                               (1,022)         1,792
                                            ----------    -----------
NET LOSS                                    $ (441,863)   $  (375,629)
                                            ==========    ===========
NET LOSS ALLOCATED
   TO GENERAL PARTNER                       $   (4,419)   $    (3,756)
                                            ==========    ===========
NET LOSS ALLOCATED
   TO LIMITED PARTNERS                      $ (437,444)   $  (371,873)
                                            ==========    ===========
NET LOSS PER UNIT OF
   INVESTOR LIMITED PARTNERSHIP
   INTEREST, BASED ON 26,588 UNITS
   ISSUED AND OUTSTANDING                   $   (16.45)   $    (13.99)
                                            ==========    ===========
</TABLE>

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

                                       F-5

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<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, 2001         26,588    $ 1,209,255    $ (221,458)    $  987,797

 Net loss                               -       (371,873)       (3,756)      (375,629)
                              -----------    -----------    ----------     ----------
BALANCE, December 31, 2002         26,588        837,382      (225,214)    $  612,168

 Net loss                               -       (437,444)       (4,419)      (441,863)
                              -----------    -----------    ----------     ----------
BALANCE, December 31, 2003         26,588    $   399,938    $ (229,633)    $  170,305
                              ===========    ===========    ==========     ==========
</TABLE>

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

                                       F-6

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                            2003          2002
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                              $  (441,863)   $  (375,629)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                           695,429        757,521
     Amortization                                                            36,752         42,347
     Equity in (income) loss of Investee Entity                               1,022         (1,792)
     Increase in other assets                                                (2,480)        (6,491)
     Increase (decrease) in accounts payable and accrued expenses          (192,429)       114,079
     Decrease (increase) in security deposits, net                             (794)         1,717
                                                                        -----------    -----------
         Net cash provided by operating activities                           95,637        531,752
                                                                        -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures - building improvements                             (499,747)      (459,884)
  Decrease (increase in escrow deposits, net                                (37,593)        61,492
                                                                        -----------    -----------
         Net cash used in investing activities                             (537,340)      (398,392)
                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of mortgage principal                                           (255,887)      (236,466)
                                                                        -----------    -----------
         Cash used in financing activities                                 (255,887)      (236,466)
                                                                        -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                  (697,590)      (103,106)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            1,724,534      1,827,640
                                                                        -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $ 1,026,944    $ 1,724,534
                                                                        ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:

    Cash paid for interest                                              $ 1,427,716    $ 1,447,137
                                                                        ===========    ===========
</TABLE>

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

                                       F-7

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

(1)      ORGANIZATION AND GENERAL PARTNER - BHP

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

         Boston Historic Partners Limited Partnership (BHP), a Massachusetts
         limited partnership, is the general partner of the Partnership. BHP was
         formed in November 1986 for the purpose of organizing, syndicating and
         managing publicly offered real estate limited partnerships (Public
         Rehabilitation Partnerships). As of December 31, 2003, BHP had
         established three such partnerships, including the Partnership.

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

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts and
         transactions of the Partnership, The Cosmopolitan at Mears Park, LLC
         (TCAMP) and Portland Lofts Associates Limited Partnership (Portland
         Lofts) after the elimination of all intercompany accounts and
         transactions. Members' equity of TCAMP has been classified as partners'
         equity in the accompanying consolidated financial statements. The
         Partnership and its consolidated entities are collectively referred to
         herein as HPP'89.

         Under the principles of consolidation, losses and other charges
         applicable to the minority interest which exceed the minority interest
         in equity capital of the minority interest are charged against the
         controlling interest since there is no obligation for the minority
         interest to make good such losses or other charges. Once the minority
         interest has been reduced to zero, future earnings of the minority
         interest are credited to the controlling interest to the extent of the
         losses or other charges applicable to the minority interest, which have
         been charged against the controlling interest. At December 31, 2003,
         the minority interest in TCAMP (1% membership interest owned by a party
         unrelated to HPP'89) has been reduced to zero and cumulative losses and
         other charges applicable to the minority interest which have been
         charged against the Partnership total $8,748.

         Certain amounts in the 2002 consolidated statement of operations have
         been reclassified to conform to the 2003 presentation.

         Investment in Investee Entity

         The Partnership accounts for its investment in 402 Julia Street
         Associates Limited Partnership (Investee Entity) 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 is not recorded after the respective investment account is
         reduced to zero. The allocable portion of earnings of an Investee
         Entity is not recorded until all previously unrecorded losses are
         absorbed.

                                       F-8

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Investment in Investee Entity (continued)

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

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

         Use of Estimates

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

         Real Estate and Depreciation

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

         Acquisition of assets and expenditures incurred that extend the useful
         life of the related assets are capitalized. Expenditures for
         maintenance and repairs, including major repairs and replacements made
         as part of a periodic maintenance program to restore the assets
         repaired to substantially original condition, are expensed as incurred.

         HPP'89 reviews property and equipment held and used for impairment
         whenever events or changes in circumstances indicate that the carry
         value of the asset may not be recoverable. An impairment loss is
         recognized if the sum of the expected future cash flows, undiscounted
         and excluding interest expense, from the use of the asset is less than
         the carrying value of the asset.

         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,
         2003, cash equivalents totaled $897,894.

         At December 31, 2003, HPP'89 had $364,769 of cash and cash equivalents
         on deposit in banks in excess of amounts insured by the Federal Deposit
         Insurance Corporation. Also at December 31, 2003, HPP'89 had $577,439
         of Massachusetts' municipal money market funds which are not insured or
         guaranteed.

         Deferred Costs

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

                                       F-9

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Revenue Recognition

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

         Income Taxes

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

(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY

         The Investee Entity's agreement, in general, provides for a sharing of
         management duties and decisions among the Partnership and the local
         general partner. Significant Investee Entity decisions require the
         approval of both the Partnership and the local general partner. In
         addition, the Investee Entity has entered into various agreements with
         its local general partner (or its affiliates), to provide development,
         management and other services, for which the local general partner (or
         its affiliates), are paid fees by 402 Julia Street Associates Limited
         Partnership.

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

         THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP), a Limited Liability
         Company, was formed on March 15, 1996, under the Delaware Limited
         Liability Company Act. The purpose of TCAMP is to engage in investment
         in, and operation of, real estate. TCAMP owns a residential apartment
         complex containing 255 residential units and approximately 2,250 square
         feet of commercial space located at 250 6th Street, St. Paul,
         Minnesota. Profits and losses are allocated to the members, and
         distributions from TCAMP to the Partnership and the other member are
         subject to the order of distribution, as specified in the Operating
         Agreement of TCAMP. The liability of the members of TCAMP for losses,
         debts and obligations of TCAMP is limited to their capital
         contributions, except under applicable law members may, under certain
         circumstances, be liable to TCAMP to the extent of previous
         distributions received by the members in the event TCAMP does not have
         sufficient assets to satisfy its liabilities.

         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 commercial
         space, located at 555 Northwest Park Avenue in Portland, Oregon.
         Profits and losses are allocated, and cash distributions are made, to
         the partners in accordance with Portland Lofts' Partnership Agreement.

         402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP (402 Julia) is a
         Delaware limited partnership formed on July 25, 1989 to acquire,
         construct, rehabilitate, operate and manage a building containing 24
         residential units and approximately 3,900 net rentable square feet of
         commercial space located at 402 Julia Street, New Orleans, Louisiana.

         On September 16, 1993, the Partnership sold one-third of its general
         partnership interest in 402 Julia to the developer general partner for
         $185,000. The Partnership's percentage of interest in 402 Julia was
         thereby reduced from 98% to 65%. The terms of the sale require annual
         payments of $3,500 through 2016 and a final payment of $4,500 in 2017.
         At December 31, 2003, the remaining uncollected payments total $50,000,
         which are secured by the interest sold to the developer general
         partner, and are included in other assets.

         Under the equity method of accounting, the Partnership recorded income
         from the 402 Julia Investment of $2,230 and $5,044, respectively, and
         amortization expense of $3,252, for the years ended December 31, 2003
         and 2002.

                                      F-10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003

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

         The summary balance sheet as of December 31, 2003, and summary
         statement of operations for the years ended December 31, 2003 and 2002,
         of the Investee Entity are as follows.

<TABLE>
<CAPTION>
                              SUMMARY BALANCE SHEET
                                DECEMBER 31, 2003
                                     ASSETS
<S>                                                                            <C>
Land                                                                           $    132,800
Building and improvements (net of accumulated depreciation of $553,286)           1,028,285
Cash and cash equivalents                                                           257,178
 Cash equivalents, security deposits                                                 20,719
 Other assets, less accumulated amortization of  $23,252                            102,081
                                                                               ------------
              Total assets                                                     $  1,541,063
                                                                               ============
                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:
 Mortgage note payable                                                         $  1,026,547
 Other liabilities                                                                   39,763
                                                                               ------------
         Total liabilities                                                        1,066,310
                                                                               ------------
Partners' equity:
 HPP'89                                                                             411,663
 Other partners                                                                      63,090
                                                                               ------------
          Total partners' equity                                                    474,753
                                                                               ------------
                Total liabilities and partners' equity                         $  1,541,063
                                                                               ============
</TABLE>

<TABLE>
<CAPTION>
                         SUMMARY STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                             2003          2002
                                          ----------    ----------
<S>                                       <C>           <C>
Revenue:
      Rental revenue                      $  261,579    $  256,903
      Interest and other income               12,440        13,410
                                          ----------    ----------
          Total revenue                      274,019       270,313
                                          ----------    ----------
Expenses:
      Operating expenses                     157,607       148,565
      Depreciation and amortization           43,832        43,832
      Interest expense                        69,167        70,195
                                          ----------    ----------
          Total expenses                     270,606       262,592
                                          ----------    ----------
Net income from operations                $    3,413    $    7,721
                                          ==========    ==========
Net income allocated to HPP'89            $    2,230    $    5,044
                                          ==========    ==========
Net income allocated to other partners    $    1,183    $    2,677
                                          ==========    ==========
</TABLE>

(4)      MORTGAGE NOTES PAYABLE

         TCAMP's mortgage note payable bears interest at 6.995%, amortizes over
         a 30-year schedule, and requires monthly principal and interest
         payments totaling $93,095 with the unpaid principal balance under the
         mortgage note payable on May 1, 2011. The mortgage note payable is
         secured by TCAMP's property, rents, and assignment of leases. The
         mortgage note requires monthly escrow deposits for real estate taxes,
         insurance escrow and replacement reserves of $22,491, $7,035, and
         $5,313, respectively.

         Portland Lofts' mortgage note payable bears interest at 9%, amortizes
         over a 25-year schedule, requires monthly payments of principal and
         interest of $47,205, and matures on July 1, 2006, at which time all
         unpaid principal and interest is due. The mortgage note payable is
         secured by Portland Lofts' property, rents and assignment of leases.


                                      F-11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003

(4)      MORTGAGE NOTES PAYABLE (CONTINUED)

         As of December 31, 2003, annual maturities of the mortgage notes
         payable for the next five years are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,         Amount
------------------------       -----------
<S>                            <C>
       2004                    $   274,136
       2005                        299,519
       2006                      4,915,863
       2007                        191,270
       2008                        202,637
</TABLE>

(5)      RELATED PARTY TRANSACTION AND COMMITMENTS

         TCAMP entered into a management agreement with Claremont Management
         Limited Liability Company (CMLLC) to manage the property. The sole
         shareholder of CMLLC is related to the other member of TCAMP. The
         agreement expires on September 30, 2004 and automatically renews
         thereafter on an annual basis, unless terminated earlier as provided
         for in the agreement. The management agreement requires the payment of
         a management fee of 3% of gross receipts, as defined in the agreement,
         plus the reimbursement of all CMLLC's costs of providing these
         services. Management fees under the management agreement totaled
         $83,232 and $87,007, respectively, for the years ended December 31,
         2003 and 2002. Expense reimbursements to CMLLC for the years ended
         December 31, 2003 and 2002 totaled $336,133 and $345,410, respectively.

         Portland Lofts entered into a management agreement with an unrelated
         party to manage the property for a fee of 3% of the gross receipts as
         defined in the agreement. The agreement expires July 1, 2004 and
         automatically renews thereafter on an annual basis, unless terminated
         earlier as provided for in the agreement.

         The Partnership engages Gunn Financial, Incorporated (GFI), an
         unaffiliated Massachusetts corporation, to provide accounting, asset
         management and investor services. GFI provides such services for an
         annual management fee of $54,000 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 years
         ended December 31, 2003 and 2002, GFI was reimbursed $220,198 and
         $168,931, respectively, for operating costs.

         The Partnership and TCAMP have committed to pay the principal of GFI
         $5,000 per month for direct mortgage services and operational
         management provided by him for TCAMP. The agreement continues in effect
         until such services are no longer rendered. For each of the years ended
         December 31, 2003 and 2002, the principal of GFI was paid $60,000 for
         these services.

                                      F-12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003

(6)      MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

         Portland Lofts rents space to commercial tenants under operating leases
         of varying terms expiring through 2012. As of December 31, 2003,
         Portland Lofts had entered into eight commercial leases covering 51%
         (unaudited) of the building's net rentable commercial space and five
         commercial month-to-month leases. For the year ended December 31, 2003,
         three commercial tenants comprised approximately 39% of commercial
         rental income under noncancellable commercial leases.

         At December 31, 2003, minimum future rentals, excluding reimbursement
         of real estate taxes and certain operating expenses, to be received
         under noncancellable commercial leases are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,                  Amount
------------------------                -----------
<S>                                     <C>
          2004                          $   233,701
          2005                              261,571
          2006                              229,190
          2007                              200,741
          2008                              164,982
       Thereafter                           151,601
</TABLE>

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

(7)      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash and cash equivalents, cash and cash
         equivalents security deposits, other assets, escrow deposits, accounts
         payable and accrued expenses, and security deposits at December 31,
         2003 approximate their fair values due to their short maturities. The
         fair values of the mortgage notes payable at December 31, 2003
         approximate their carrying amounts based on the interest rates
         available for similar financing arrangements. All financial instruments
         are held for non-trading purposes.

                                      F-13

<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).

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

10(c)        Documents relating to the acquisition of a general partnership
             interest in Jenkins Court Associates Limited Partnership (filed as
             part of Post-Effective Amendment No. 1 to the Partnership's
             Registration Statement of Form S-11, File No. 33-24129, and
             incorporated herein by this reference).

10(d)        Documents relating to the acquisition of a general partnership
             interest in Portland Lofts Associates Limited Partnership (filed as
             part of Post-Effective Amendment No. 2 to the Partnership's
             Registration Statement on Form S-11, File No. 33-24129, and
             incorporated herein by this reference).

<PAGE>

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

<PAGE>

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

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

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

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

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

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

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

10(h)    Management Agreement dated August 20, 1989 between Portland Lofts
         Associates Limited Partnership and Great Northwest Management (filed as
         Exhibit No. 10(h) to the Partnership's Form 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

<PAGE>

                           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)    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).

<PAGE>

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).

<PAGE>

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

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

10(r)    Documents relating to the $15,000 loan to Portland Lofts Associates
         Limited Partnership (all dated March 2, 1992)

                  I.       Rehabilitation Loan Agreement between Portland Lofts
                           and the City of Portland (acting by and through the
                           Portland Development Commission) (filed as Exhibit
                           No. 10(r) to the Partnership's Form 10-K as of
                           December 31, 1993 and incorporated herein by this
                           reference).

                  II.      Promissory Note between Portland Lofts and the City
                           of Portland (acting by and through the Portland
                           Development Commission) (filed as Exhibit No. 10(r)
                           to the Partnership's Form 10-K as of December 31,
                           1993 and incorporated herein by this reference).

                  III.     Trust Deed between Portland Lofts and the City of
                           Portland (acting by and through the Portland
                           Development Commission) (filed as Exhibit No. 10(r)
                           to the Partnership's Form 10-K as of December 31,
                           1993 and incorporated herein by this reference).

10(s)    Documents relating to the settlement of amounts payable between
         Portland Lofts and Richard E. Ragland, AIA

                  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.

<PAGE>

                           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

<PAGE>

         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

<PAGE>

                           of December 31, 1996 and incorporated herein by this
                           reference).

                  III.     The Deed of Trust, with Assignment of Rents, Security
                           Agreement and Fixture Filing between Portland Lofts
                           Associates, L.P. and Bank of America Oregon (filed as
                           Exhibit 10 (cc) to the Partnership's Form 10-K as of
                           December 31, 1996 and incorporated herein by this
                           reference).

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

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

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

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

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

10(gg)   Documents relating to the refinancing of 402 Julia Street
         Associates, L.P.'s Mortgage Debt, dated July 9, 1998 (filed as Exhibit
         10 (gg) to the Partnership's Form 10-K as of December 31, 1998 and
         incorporated herein by this reference).

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

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

10(hh)   First Amendment to Forbearance Agreement between Historic
         Preservation Properties 1989, L.P. and East Bank Angel Joint Venture,
         dated June 21, 2000 (filed as Exhibit 10 (hh) to the

<PAGE>

         Partnership's Form 10-KSB as of December 31, 2000 and incorporated
         herein by this reference).

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

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

10(kk)   Fourth Amendment to Forbearance Agreement between Historic
         Preservation Properties 1989, L.P. and East Bank Angel Joint Venture,
         dated March 20, 2001(filed as Exhibit No. 10 (kk) I to the
         Partnership's Form 10-KSB as of December 31, 2001 and incorporated
         herein by this reference).

10(ll)   Fifth Amendment to Forbearance Agreement between Historic
         Preservation Properties 1989, L.P. and East Bank Angel Joint Venture,
         dated June 20, 2001(filed as Exhibit No. 10 (ll) I to the Partnership's
         Form 10-KSB as of December 31, 2001 and incorporated herein by this
         reference).

10(mm)   Operating Agreement of Portland Lofts Apartment LLC, dated
         December 14, 2001 (filed as Exhibit No. 10 (mm) to the Partnership's
         Form 10-KSB as of December 31, 2001 and incorporated herein by this
         reference).

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

                  I.       Sixth Forbearance Agreement and withdrawal agreement
                           between Portland Lofts Associates Limited
                           Partnership, Historic Preservation Properties 1989,
                           Limited Partnership, East Bank Angel Joint Venture
                           and Joseph W. Angel, dated December 31, 2001 (filed
                           as Exhibit No. 10 (nn) I to the Partnership's Form
                           10-KSB as of December 31, 2001 and incorporated
                           herein by this reference).

                  II.      Assignment and Assumption Agreement between East Bank
                           Angel Joint Venture (general partner interest) and
                           Portland Lofts Apartments, LLC, dated December 31,
                           2001(filed as Exhibit No. 10 (nn) II to the
                           Partnership's Form 10-KSB as of December 31, 2001 and
                           incorporated herein by this reference).

                  III.     Assignment and Assumption Agreement between East Bank
                           Angel Joint Venture (limited partner

<PAGE>

                           interest) and Portland Lofts Apartments, LLC, dated
                           December 31, 2001 (filed as Exhibit No. 10 (nn) III
                           to the Partnership's Form 10-KSB as of December 31,
                           2001 and incorporated herein by this reference).

                  IV.      First Amendment to Amended and Restated Agreement of
                           Limited Partnership dated December 31, 2001 (filed as
                           Exhibit No. 10 (nn) IV to the Partnership's Form
                           10-KSB as of December 31, 2001 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).