<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, 2002

                                       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 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. $4,312,383.

Voting and non-voting common equity held by non-affiliates of the registrant:
Not Applicable.
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
Part of the Form 10-KSB                 Document
into which Incorporated                 Incorporated by Reference
-----------------------                 -------------------------
<S>                                     <C>
I                                       Prospectus of the registrant
                                         dated December 19, 1988 (the
                                         "Prospectus").

III                                     The Prospectus.
</TABLE>
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         2002 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-10         11
         Item 7  Financial Statements                         K-14         15
         Item 8  Changes In and Disagreements
                    with Accountants on Accounting
                    and Financial Disclosure                  K-14         15

PART III
         Item 9  Director and Executive
                    Officer of the Registrant                 K-15         16
         Item 10 Executive Compensation                       K-16         17
         Item 11 Unit Ownership of Certain
                    Beneficial Owners and
                    Management                                K-16         17
         Item 12 Certain Relationships and
                    Related Transactions                      K-17         18
         Item 13 Exhibits and Reports                         K-17         18
         Item 14 Controls and Procedures                      K-17         18

SIGNATURES                                                    K-18         19

CERTIFICATIONS                                                K-19         20

SUPPLEMENTAL INFORMATION                                      K-23         24
</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, 2002, 2001 and 2000, 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 transactions of Portland
Lofts for the year ended December 31, 2001 are accounted for using the equity
method of accounting in the Partnership's consolidated financial statements).
The Partnership accounts for its investment in 402 Julia using the equity method
of accounting.

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

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

402 Julia 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.


                                      K-4
<PAGE>
402 Julia issued a mortgage note secured by the property with an original
principal balance of $1,100,000, bearing interest at 6.69%, and amortizing over
30 years. The mortgage note has a yield maintenance prepayment penalty through
May 2008. The mortgage note matures in August 2008 at which time the then unpaid
principal balance of $936,939, assuming no prepayments, will be due.

The property is located in a competitive downtown market with several
residential properties in the area. For the year ended December 31, 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%. For the year ended December 31, 2002, the average effective
annual income for the residential space was approximately $8,791 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, 2002, approximately 49%
of residential units are leased under month-to-month arrangements. 402 Julia
also leases commercial units under either long-term operating leases or
month-to-month arrangements. At December 31, 2002, 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         6.7%
     2005         1           1,900        16,200         6.0%
</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.


                                      K-5
<PAGE>
The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2002, the
economic occupancy of its residential units was 88% and the economic occupancy
for its commercial space was 91% for a combined economic occupancy of 89%. For
the year ended December 31, 2002, the average effective annual income for the
residential space was $10,899 per unit and for the commercial space was
approximately $11.90 per square foot.

On October 1, 2002, Portland Lofts entered into a contract for exterior building
repairs and maintenance work. The date of commencement of the work was February
1, 2003. Such contract totals $428,000, and is expected to be paid from the cash
reserves of the Partnership and Portland Lofts.

Portland Lofts leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2002, approximately 60%
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, 2002, 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>
     2003          3           4,120      $40,637         2.7%
     2004          2           9,360       55,444         3.7%
     2005          1           2,835        7,775         0.5%
     2006          1             990        8,329         0.6%
     2007          2           2,320       25,013         1.7%
</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.


                                      K-6
<PAGE>
The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2002, the
economic occupancy of TCAMP was 90%. For the year ended December 31, 2002, the
average effective annual income for the residential space was approximately
$10,219 per unit and for the commercial space was approximately $15.80 per
square foot. TCAMP leases residential units under either short-term annual
operating leases or month-to-month arrangements. At December 31, 2002,
approximately 2% of residential units are leased under month-to-month
arrangements. TCAMP's commercial space consists of one office tenant whose lease
expires March 2005. The annual rental income for this lease through 2004 is
$35,837 and in 2005 shall be $8,959, (0.3% of gross annual rents).

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

Information regarding the tax depreciation of the properties owned for the year
ended December 31, 2002 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
                                  85,215       SL           39.0
        Furniture and
        Fixtures                   6,654      DDB            7.0
                             -----------

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

      TCAMP
        Building             $13,330,155      ACC           19.0
        Improvements             843,676       SL           27.5
                                 287,884       SL           31.5
                                   1,395       SL           15.0
        Furniture and
        Fixtures                  67,022      DDB            5.0
                                 124,074      DDB            7.0
                             -----------

                             $14,654,206
                             ===========
</TABLE>

Information regarding the real estate taxes of the properties owned for the year
ended December 31, 2002 is as follows:

<TABLE>
<CAPTION>
         Property                 Rate          Real Estate Tax
         --------                 ----          ---------------
<S>                          <C>                <C>
      402 Julia              $185.87/1,000         $  7,158

      Portland Lofts           19.48/1,000           46,473

      TCAMP                    24.77/1,000          293,234
</TABLE>


                                      K-7
<PAGE>
      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 addition, other risks
inherent in real estate investment may influence the ultimate success of the
Partnership, including (i) possible reduction of rental income due to an
inability to maintain high occupancy levels or adequate rental levels, or (ii)
possible adverse changes in general economic conditions and adverse local
conditions, such as competitive overbuilding, or a decrease in employment or
adverse changes in real estate laws, including building codes. In particular,
changes in federal and state income tax laws affecting real estate ownership or
limited partnerships could have a material and adverse effect on the business of
the Partnership.

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

Item 2. Description of Properties, Investment Policies, 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, 2003, there were 2,407 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,
2002 and 2001, no distributions of Cash Flow or Sale or Refinancing Proceeds
were paid or accrued to the Limited Partners.


                                      K-9
<PAGE>
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 Securities and Exchange Commission (SEC)
recently issued guidance on the disclosure of 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 expenses as incurred. During the
      year ended December 31, 2002, we recorded as expenses approximately
      $87,500 of major repairs and maintenance costs incurred as part of a
      periodic maintenance program rather than capitalizing such expenditures.

      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, 2002, we 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.


                                      K-10
<PAGE>
As of December 31, 2002, the Partnership had $477,132 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, 2002 and 2001. The Partnership received
distributions from TCAMP of $172,500 for the year ended December 31, 2001.

On October 1, 2002, Portland Lofts entered into a contract for exterior building
repairs and maintenance work. The date of commencement of the work was February
1, 2003. Such contract totals $428,000 and is expected to be paid for from the
cash reserves of the Partnership and Portland Lofts.

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. As of March 30, 2001, TCAMP's accounts and
transactions are consolidated with the accounts and transactions of the
Partnership. For the period January 1, 2001 through March 29, 2001, the
Partnership accounted for its investment in TCAMP under the equity method of
accounting. Through December 31, 2001, the Partnership accounted for its
investment in Portland Lofts using the equity method of accounting. Effective
the close of business December 31, 2001, Portland Lofts' accounts are
consolidated with the accounts of the Partnership and TCAMP. The consolidated
financial statements as of and for the year ended December 31, 2002 include the
accounts and transactions of the Partnership, TCAMP and Portland Lofts after the
elimination of all inter-company accounts and transactions. The consolidated
statements of operations and cash flows for the year ended December 31, 2001
include the accounts and transactions of the Partnership and TCAMP (for the
period of March 30, 2001 through December 31, 2001) 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 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.


                                      K-11
<PAGE>
The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. 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%. For the year
ended December 31, 2001, 402 Julia recorded an economic occupancy of 94% for its
residential units and an economic occupancy of 100% for its commercial space for
a combined economic occupancy of 95%. 402 Julia has benefited from a relatively
strong New Orleans market and continues to record stable operations. For the
years ended December 31, 2002 and 2001, 402 Julia recorded net income of
approximately $7,700 and $39,800, respectively which include depreciation and
amortization for each of the years ended December 31, 2002 and 2001 of
approximately $43,800. This decrease in net income is primarily due to
structural repairs of approximately $18,000 and hallway and apartment painting
of approximately $11,000 completed in 2002.

For the period of January 1, 2001 through March 29, 2001, the Partnership's
allocable share of operating income and/or losses in TCAMP was 50%. Effective
March 30, 2001, TCAMP's operating activity is consolidated with that of the
Partnership. TCAMP operates in the competitive lowertown district of St. Paul,
Minnesota. TCAMP had an economic occupancy of 90% and 95%, respectively for the
years ended December 31, 2002 and 2001. 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, 2001, TCAMP recorded a net loss of approximately $114,100 which
included depreciation and amortization of approximately $558,800. TCAMP recorded
a decrease in rental revenue of approximately $96,000, primarily due to a
decrease in occupancy, which was offset by a decrease in real estate tax expense
of approximately $70,000.

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, 2001, Portland Lofts recorded an economic occupancy of 92%
for its residential units and an economic occupancy of 95% for its commercial
space for a combined economic occupancy of 93%. For the year ended December 31,
2002, Portland Lofts recorded net income of approximately $83,600 which included
depreciation and amortization of approximately $236,900. For the year ended
December 31, 2001, Portland Lofts recorded net income of approximately $94,800
which included depreciation and amortization of approximately $283,700. Portland
Lofts recorded a decrease in rental revenue of approximately $47,000, primarily
due to a decrease in occupancy. Portland Lofts recorded increases in
professional fees of approximately $37,000, electricity costs of approximately
$10,000 and local tax expenses of approximately $33,000, offset by a decreases
in carpet replacement of approximately $20,000, painting of approximately
$42,000 and repair and maintenance expenses of approximately $40,000.
Professional fees increased due to an engineering study performed on the
property. Electricity expense increased due to an increase in rates. Local taxes
increased due to an increase in federal taxable income and a special assessment
by the City of Portland charged to the property in relation to a local trolley
project. Carpet replacement, painting and repair and maintenance expenses
decreased due to hallway carpeting, exterior painting and deck repairs performed
in 2001.


                                      K-12
<PAGE>
HPP'89 recorded a net loss, of approximately $375,600 for the year ended
December 31, 2002 compared to a net loss of approximately $311,600 for the year
ended December 31, 2001. This decrease was primarily caused by the following
factors:

      A.    Rental income increased for the year ended December 31, 2002
            compared to the same period in 2001 as a result of the Partnership
            obtaining unilateral control over TCAMP and Portland Lofts during
            the year ended December 31, 2001. The consolidated statement of
            operations for the year ended December 31, 2002 include the revenue
            of TCAMP and Portland Lofts compared to the consolidated statements
            of operations for the year ended December 31, 2001 which include
            only the revenue of TCAMP for the period of March 30, 2001 through
            December 31, 2001.

      B.    Interest and other income increased for the year ended December 31,
            2002 compared to the same period in 2001 as a result of the
            Partnership obtaining unilateral control over TCAMP and Portland
            Lofts during the year ended December 31, 2001. The consolidated
            statement of operations for the year ended December 31, 2002 include
            the revenue of TCAMP and Portland Lofts compared to the consolidated
            statement of operations for the year ended December 31, 2001 which
            include only the revenue of TCAMP for the period of March 30, 2001
            through December 31, 2001.

      C.    Operating and administrative expenses increased slightly for the
            year ended December 31, 2002 as compared the year ended December 31,
            2001, primarily as a result of an increase in professional fees.

      D.    Property operating expenses, depreciation, and interest expense
            increased for the year ended December 31, 2002 compared to the same
            period in 2001 as a result of the Partnership obtaining unilateral
            control over TCAMP and Portland Lofts during the year ended December
            31, 2001. The consolidated statement of operations for the year
            ended December 31, 2002 include the expenses of TCAMP and Portland
            Lofts compared to the consolidated statements of operations for the
            year ended December 31, 2001 which include only the expenses of
            TCAMP for the period of March 30, 2001 through December 31, 2001.

      E.    Equity in income of Investee Entities decreased for the year ended
            December 31, 2002 as compared to the same period in 2001 primarily
            as a result of the Partnership obtaining unilateral control over
            TCAMP and Portland Lofts during the year ended December 31, 2001.
            Equity in income of Investee Entities for the year ended December
            31, 2002 includes only the Partnership's allocable share of
            operating income from 402 Julia. Equity in income of Investee
            Entities for the year ended December 31, 2001 includes the
            Partnership's allocable share of operating income from 402 Julia and
            Portland Lofts for the period of January 1, 2001 through December
            31, 2001 and the allocable share of operating income from TCAMP for
            the period of January 1, 2001 through March 29, 2001. Also, the


                                      K-13
<PAGE>
            Partnership's share of allocable operating income from 402 Julia
            decreased due to structural repairs and painting of hallways in
            2002, as mentioned above.

Inflation and Other Economic Factors

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, principally investments in Investee
Entities, are highly leveraged in view of the fact that each Investee property
is subject to a long-term first mortgage loan. Operating expenses and rental
revenue of each Investee property are subject to inflationary 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.

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

      None.


                                      K-14
<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      58
</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, 58, 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-15
<PAGE>
            (b) Significant Employees.

                  None.

            (c) Family Relationships.

                  None.

            (d) Legal Proceedings.

                  None.

            (e) Audit Committee Financial Expert.

PAS does not have an Audit Committee financial expert. The Partnership has owned
it's investee entities since inception, the business of operating the real
properties on a daily basis (collecting of rents, leasing, payment of operating
expenses and repair and maintenance) is performed by professional independent
management companies. The Partnership also has engaged an independent Asset
Manager to facilitate the properties and Partnership operations.

PAS had 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.

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, 2002 and 2001.

For the years ended December 31, 2002 and 2001, the Partnership allocated to the
General Partner unaudited taxable loss of $5,946 and $7,717, 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, 2003. 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.


                                      K-16
<PAGE>
Under the Partnership Agreement, the right to manage the business of the
Partnership is vested solely in the General Partner, although the consent of a
majority in interest of the Limited Partners is required for the sale at one
time of all or substantially all of the Partnership's assets and with respect to
certain other matters. See Item 1 above for a description of the General Partner
and its general partners.

            (b) Unit Ownership of Management.

No director or executive officer of PAS, Boston Capital Planning or their
affiliates had any beneficial ownership of Units as of March 15, 2003. However,
a former Vice President of Boston Capital Planning purchased 20 Units ($20,000)
in the Partnership during 1989. No officer or director of PAS or Boston Capital
Planning, nor any general partner of the General Partner, nor any of their
respective affiliates, possesses the right to acquire Units.

            (c) Change in Control.

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

Item 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 99 - General Partner's Certification Pursuant to 18
                  U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

            3.    Exhibit 99 - Asset Manager's Certification Pursuant to 18
                  U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-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 2002.

Item 14. 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 February 28, 2003 and has
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-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 14, 2003                    By: /s/ Terrence P. Sullivan
                                            ------------------------------------
                                            Terrence P. Sullivan,
                                             President

                                   and


Date: March 14, 2003                    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.

<TABLE>
<CAPTION>
Signature                               Title
---------                               -----
<S>                                     <C>
                                        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 14, 2003                    Partners Limited Partnership.

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

Date: March 14, 2003
</TABLE>


                                      K-18
<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Historic Preservation Properties 1989 LP
(the Partnership) on Form 10-KSB for the year ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report")
the undersigned, in the capacities and on the date indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

I, Terrence P. Sullivan, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Historic Preservation
      Properties 1989 Limited Partnership;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    Registrant's other certifying person and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries and investee entity, is made known to us
            by others within those entities, particularly during the period in
            which this annual report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of February 28, 2003, ("Evaluation Date"); and

      (c)   presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    Registrant's other certifying person and I have disclosed, based on our
      most recent evaluation, to the registrant's auditors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and


                                      K-19
<PAGE>
6.    Registrant's other certifying person and I have indicated in this annual
      report whether or not there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.


Date: March 14, 2003                    /s/ Terrence P. Sullivan
                                        ----------------------------------------
                                        Terrence P. Sullivan
                                        General Partner
                                        (Performing similar functions of Chief
                                        Executive Officer and Chief Financial
                                        Officer)


                                      K-20
<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Historic Preservation Properties 1989 LP
(the Partnership) on Form 10-KSB for the year ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report")
the undersigned, in the capacities and on the date indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

I, Robert Gunn, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Historic Preservation
      Properties 1989 Limited Partnership;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    Registrant's other certifying person and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries and investee entity, is made known to us
            by others within those entities, particularly during the period in
            which this annual report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of February 28, 2003, ("Evaluation Date"); and

      (d)   presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    Registrant's other certifying person and I have disclosed, based on our
      most recent evaluation, to the registrant's auditors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      (c)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and


                                      K-21
<PAGE>
6.    Registrant's other certifying person and I have indicated in this annual
      report whether or not there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.


Date: March 14, 2003                    /s/ Robert Gunn
                                        ----------------------------------------
                                        Robert Gunn
                                        Asset Manager
                                        (Performing similar functions of
                                        Financial Officer)


                                      K-22
<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-23
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                        CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<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, 2002 ...............................................      F-4
   Consolidated Statements of Operations for the Years Ended December 31, 2002 and
     December 31, 2001 ..............................................................................      F-5
   Consolidated Statements of Partners' Equity (Deficit) for the Years Ended December 31, 2002 and
     December 31, 2001 ..............................................................................      F-6
   Consolidated Statements of Cash Flows for the Years Ended December 31, 2002 and
     December 31, 2001 ..............................................................................      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, 2002, and the related consolidated statements of operations,
partners' equity (deficit) and cash flows for the years ended December 31, 2002
and 2001. 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, 2002, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States.


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

Providence, Rhode Island
February 15, 2003


                                      F-3
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<S>                                                                <C>
                                     ASSETS
INVESTMENT IN REAL ESTATE
     Land                                                          $  2,396,037
     Buildings and improvements                                      17,418,357
     Furniture and equipment                                            400,420
                                                                   ------------
                                                                     20,214,814
     Accumulated depreciation                                        (2,990,462)
                                                                   ------------
                                                                     17,224,352
                                                                   ------------

INVESTMENT IN INVESTEE ENTITY                                           469,131
                                                                   ------------

CASH AND CASH EQUIVALENTS
     Real estate operating                                            1,247,402
     Partnership                                                        477,132
                                                                   ------------
                                                                      1,724,534
                                                                   ------------

CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                            151,122

OTHER ASSETS                                                            190,803
ESCROW DEPOSITS                                                         110,417
DEFERRED COSTS, less accumulated amortization of $114,450               240,918
                                                                   ------------
                                                                   $ 20,111,277
                                                                   ============

LIABILITIES
     Mortgage notes payable                                        $ 18,887,524
     Accounts payable and accrued expenses                              477,565
     Security deposits                                                  134,020
                                                                   ------------
              Total liabilities                                      19,499,109
                                                                   ------------

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                   837,382
     General Partner's Deficit                                         (225,214)
                                                                   ------------
              Total partner's equity                                    612,168
                                                                   ------------
                                                                   $ 20,111,277
                                                                   ============
</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, 2002
                              AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                      2002              2001
                                                  -----------       -----------
<S>                                               <C>               <C>
REVENUE:
     Rental income                                $ 4,209,042       $ 2,228,940
     Interest and other income                        103,341            81,960
                                                  -----------       -----------
                Total revenue                       4,312,383         2,310,900
                                                  -----------       -----------

EXPENSES:
     Operating and administrative                     357,004           323,912
     Property operating expenses:
           Payroll services                           400,652           227,017
           Utilities                                  404,417           258,182
           Real estate taxes                          337,689           274,432
           Other operating expenses                   944,612           479,119
     Depreciation and amortization                    799,868           423,730
                                                  -----------       -----------
                Total expenses                      3,244,242         1,986,392
                                                  -----------       -----------

INCOME FROM OPERATIONS                              1,068,141           324,508

INTEREST EXPENSE                                   (1,445,562)         (751,243)

EQUITY IN INCOME OF
     INVESTEE ENTITIES                                  1,792           115,140
                                                  -----------       -----------

NET LOSS                                          $  (375,629)      $  (311,595)
                                                  ===========       ===========

NET LOSS ALLOCATED
     TO GENERAL PARTNER                           $    (3,756)      $    (3,116)
                                                  ===========       ===========

NET LOSS ALLOCATED
     TO LIMITED PARTNERS                          $  (371,873)      $  (308,479)
                                                  ===========       ===========

NET LOSS PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                       $    (13.99)      $    (11.60)
                                                  ===========       ===========
</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, 2002
                              AND DECEMBER 31, 2001

<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, 2000        26,588        $ 1,517,734         $(218,342)        $ 1,299,392

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

BALANCE, December 31, 2001        26,588          1,209,255          (221,458)            987,797

  Net loss                            --           (371,873)           (3,756)           (375,629)
                                  ------        -----------         ---------         -----------

BALANCE, December 31, 2002        26,588        $   837,382         $(225,214)        $   612,168
                                  ======        ===========         =========         ===========
</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, 2002
                              AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                        2002            2001
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                       $  (375,629)    $  (311,595)
     Adjustment to reconcile net loss to
       net cash provided by operating activities:
         Depreciation                                                   757,521         403,871
         Amortization                                                    42,347          19,859
         Equity in income in Investee Entities (over) under
            distributions received                                       (1,792)        213,355
         Decrease (increase) in other assets                             (6,491)        246,194
         Increase in accounts payable and accrued expenses              114,079          82,014
         Decrease (increase) in security deposits, net                    1,717         (18,816)
                                                                    -----------     -----------
             Net cash provided by operating activities                  531,752         634,882
                                                                    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures - building improvements                      (459,884)        (14,486)
     Decrease in escrow deposits, net                                    61,492         158,865
     Payment of deferred costs                                               --          (4,679)
     Cash provided by Investee Entities                                      --         508,159
                                                                    -----------     -----------
             Net cash provided by (used in) investing activities       (398,392)        647,859
                                                                    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                    (236,466)        (82,716)
                                                                    -----------     -----------
             Cash used in financing activities                         (236,466)        (82,716)
                                                                    -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (103,106)      1,200,025

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                          1,827,640         627,615
                                                                    -----------     -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                              $ 1,724,534     $ 1,827,640
                                                                    ===========     ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                     $ 1,447,137     $   667,413
                                                                    ===========     ===========
</TABLE>

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


                                      F-7
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

(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, 2002, BHP had established
      three such partnerships, including the Partnership.

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

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation

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

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

      The consolidated financial statements as of and for the year ended
      December 31, 2002 include the accounts and transactions of the
      Partnership, TCAMP and Portland Lofts after the elimination of all
      intercompany accounts and transactions. The consolidated statements of
      operations and cash flows for the year ended December 31, 2001 include the
      transactions of the Partnership, and TCAMP effective as of March 30, 2001,
      after the elimination of all intercompany transactions. Partners' equity
      as of December 31, 2001 reflects the consolidation of the accounts of
      Portland Lofts, after elimination of intercompany accounts, into the
      Partnership's consolidated balance sheet effective December 31, 2001 as
      more fully discussed in Note 3. 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, 2002, the minority interest in TCAMP
      has been reduced to zero and cumulative losses and other charges
      applicable to the minority interest which have been charged against the
      Partnership total $3,845.


                                      F-8
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Investments in Investee Entities

      The Partnership accounts for its investments in its Investee Entities
      (Investee Entities) under the equity method. In general, under the equity
      method of accounting for investments, the investment is recorded at cost
      and the current allocable portion of earnings (losses) of an Investee
      Entity is recorded as income (loss) with a corresponding increase
      (decrease) to the investment account. The allocable portion of losses of
      an Investee Entity are not recorded after the respective investment
      account is reduced to zero. The allocable portion of earnings of an
      Investee Entity are not recorded until all previously unrecorded losses
      are absorbed.

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

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

      Use of Estimates

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

      Real Estate and Depreciation

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

      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.

      Effective January 1, 2002, HPP'89 adopted the provisions of Statement of
      Financial Accounting Standards (SFAS) No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that
      property and equipment held and used by HPP'89 be reviewed 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. The adoption of SFAS No. 144
      did not have a material effect on the accompanying consolidated financial
      statements.

      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,
      2002, cash equivalents totaled $1,465,825.

      At December 31, 2002, HPP'89 had $1,072,742 of cash and cash equivalents
      on deposit in a bank in excess of amounts insured by the Federal Deposit
      Insurance Corporation. Also at December 31, 2002, HPP'89 had $477,948 of
      Massachusetts' municipal money market funds which are not insured or
      guaranteed.


                                      F-9
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Deferred Costs

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

      Revenue Recognition

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

      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.

      Recently Issued Accounting Pronouncements

      The Financial Accounting Standards Board recently issued the following
      relevant accounting pronouncements:

            SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
            accounting and reporting for obligations associated with the
            retirement of tangible long-lived assets and the associated
            retirement costs and is effective for years beginning after June 15,
            2002.

            SFAS No. 145, Recession of FASB Statements No. 4, 44 and 64,
            Amendment of FASB Statement No. 13, and Technical Corrections,
            rescinds certain previously issued statements and amends or makes
            technical corrections to other authoritative guidance and is
            effective for years beginning after May 15, 2002.

            Financial Accounting Standards Board (FASB) Interpretation No. 45,
            Guarantor's Accounting and Disclosure Requirements for Guarantees,
            Including Indirect Guarantees of Indebtedness of Others, elaborates
            on required disclosures and clarifies that a guarantor is required
            to recognize, at the inception of a guarantee, a liability for the
            fair value of the guarantee and is effective for guarantees issued
            or modified after December 31, 2002.

            FASB Interpretation No. 46, Consolidation of Variable Interest
            Entities, addresses the decision whether or not to consolidate
            interests in a variable interest entity and is effective for years
            beginning after June 15, 2003.

      HPP'89 does not expect that the adoption of these new standards and
      interpretations, where applicable, will have a material effect on its
      consolidated financial statements.


                                      F-10
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

      On March 30, 2001, the Partnership obtained unilateral control over the
      major operating and financial policies of TCAMP and obtained unilateral
      control over the major operating and financial policies of Portland Lofts
      at the close of business on December 31, 2001. The Investee Entity's (402
      Julia Street Associates LP) agreement in general, provides for a sharing
      of management duties and decisions among the Partnership and the local
      general partner. Significant Investee Entity decisions require the
      approval of both the Partnership and the local general partner. In
      addition, 402 Julia Street Associates LP 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
      LP.

      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. Upon the formation of TCAMP, the Partnership contributed land,
      building and improvements and furniture and equipment, and certain other
      assets and liabilities, to TCAMP for a 50% ownership interest. The purpose
      of TCAMP is to engage in investment in, and operation 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.

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

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

      The Partnership recorded a loss of $62,952 (adjusted for consolidation)
      for the period January 1, 2001 through March 29, 2001 from the TCAMP
      investment under the equity method of accounting. The Partnership received
      cash distributions of $172,500 from TCAMP for the year ended December 31,
      2001.

      PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP (Portland Lofts) is a
      Delaware limited partnership formed on August 8, 1989 to acquire,
      construct, rehabilitate, operate and manage three buildings containing 89
      residential units and 29,250 square feet of ground floor space useable as
      either commercial space or as home/studio space for artists, located at
      555 Northwest Park Avenue in Portland, Oregon. Profits and losses are
      allocated, and cash distributions are made, to the partners in accordance
      with Portland Lofts' Partnership Agreement.

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


                                      F-11
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

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

      During September 2001, the Partnership pursued certain rights contained
      within the Portland Lofts' Partnership Agreement. At the close of business
      on December 31, 2001, the Partnership, Portland Lofts and the local
      general partner entered into an agreement whereby the local general
      partner withdrew from Portland Lofts and assigned its .9% general
      partnership interest and .1% limited partnership interest to Portland
      Lofts Apartments, LLC (a Delaware Limited Liability Company formed on
      December 14, 2001 and owned 99.9% by the Partnership and .1% by BHP) and
      paid a withdrawal fee of $250,000 to Portland Lofts. Effective at the
      close of business on December 31, 2001, HPP'89 and Portland Lofts
      Apartments, LLC owns a 99.9% general partnership interest and .001%
      limited partnership interest in Portland Lofts.

      For the year ended December 31, 2001, the Partnership recorded under the
      equity method of accounting $93,894 of income related to its allocable
      share of net income in, and $61,461 of distributions received from,
      Portland Lofts. The Partnership received cash distributions of $156,000
      from Portland Lofts for the year ended December 31, 2001.

      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 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,
      2002, the remaining uncollected payments total $53,500, 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 $5,044 and $25,989, respectively, and
      amortization expense of $3,252, for the years ended December 31, 2002 and
      2001.

      The summary balance sheet and summary statement of operations of the
      Investee Entity(ies) as of and for the year ended December 31, 2002, and
      summary combined statement of operations for the year ended December 31,
      2001, are as follows. The combined summary statement of operations for the
      year ended December 31, 2001 includes 402 Julia, Portland Lofts, and the
      activity of TCAMP for the period of January 1, 2001 through March 29,
      2001.

<TABLE>
<S>                                                                                  <C>
                                          SUMMARY BALANCE SHEET
                                                 ASSETS
         Land                                                                        $  132,800
         Buildings and improvements (net of accumulated depreciation of $513,747)     1,067,824
         Cash and cash equivalents                                                      254,424
          Other assets, less accumulated amortization of $18,959                        101,605
                                                                                     ----------
                          Total assets                                               $1,556,653
                                                                                     ==========
                                    LIABILITIES AND PARTNERS' EQUITY
      Liabilities
         Mortgage note payable                                                       $1,042,381
         Other liabilities                                                               42,932
                                                                                     ----------
                Total liabilities                                                     1,085,313
                                                                                     ----------

      Partners' equity:
         HPP'89                                                                         409,433
         Other partners                                                                  61,907
                                                                                     ----------
                     Total partners' equity                                             471,340
                                                                                     ----------
                               Total liabilities and partners' equity                $1,556,653
                                                                                     ==========
</TABLE>


                                      F-12
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

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

                         SUMMARY STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002
                  AND COMBINED SUMMARY STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                   2002         2001
                                                 --------    ----------
<S>                                              <C>         <C>
      Revenue:
            Rental revenue                       $256,903    $2,403,424
            Interest and other income              13,410        47,385
                                                 --------    ----------
                Total revenue                     270,313     2,450,809
                                                 --------    ----------
      Expenses:
            Operating expenses                    148,565     1,005,925
            Depreciation and amortization          43,832       464,330
            Interest expense                       70,195       840,105
                                                 --------    ----------
                Total expenses                    262,592     2,310,360
                                                 --------    ----------

      Net income from operations                 $  7,721    $  140,449
                                                 ========    ==========
      Net income allocated to HPP'89             $  5,044    $  122,796
                                                 ========    ==========
      Net income allocated to other partners     $  2,677    $   17,653
                                                 ========    ==========
</TABLE>

(3)   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 $27,356, $5,926, 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.

      As of December 31, 2002, annual maturities of the mortgage notes payable
      for the next five years are as follows:

<TABLE>
<CAPTION>
               Year Ending December 31,                 Amount
               ------------------------               ----------
<S>                                                   <C>
                        2003                          $  255,887
                        2004                             274,136
                        2005                             299,519
                        2006                           4,915,863
                        2007                             191,270
</TABLE>


                                      F-13
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

(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, 2003 and automatically renews
      thereafter on an annual basis, unless terminated earlier as provided for
      in the agreement. The management agreement required the payment of a
      management fee through March 29, 2001 of 4% of gross receipts, as defined
      in the agreement, plus the reimbursement of all CMLLC's costs of providing
      these services. As of March 30, 2001, the management agreement was amended
      to adjust the rate to 3% of gross receipts. Management fees under the
      management agreement totaled $87,007 and $90,511, respectively, for the
      years ended December 31, 2002 and 2001. Expense reimbursements to CMLLC
      for the years ended December 31, 2002 and 2001 totaled $345,410 and
      $277,992, 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, 2003 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, 2002 and 2001, GFI was reimbursed $168,931 and $194,036 respectively,
      for operating costs.

      Effective April 1, 2001, 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 the years ended
      December 31, 2002 and 2001, the principal of GFI was paid $60,000 and
      $45,000, respectively, for these services.

      On October 1, 2002, Portland Lofts entered into a contract for exterior
      building repairs and maintenance work. The date of commencement of the
      work shall begin February 1, 2003. Such contract totals $428,000 and is
      expected to be paid for from the cash reserves of the Partnership and
      Portland Lofts.

(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, 2002, Portland
      Lofts had entered into seven commercial leases covering 71% (unaudited) of
      the building's net rentable commercial space and seven commercial tenants
      under month-to-month leases. Three commercial tenants comprise
      approximately 50% of commercial rental income under noncancellable
      commercial leases for the year ended December 31, 2002.

      At December 31, 2002, minimum future rentals, excluding reimbursement of
      real estate taxes and certain operating expenses, to be received under
      noncancellable commercial leases for each of the next five years are as
      follows:

<TABLE>
<CAPTION>
               Year Ending December 31,                 Amount
               ------------------------               ----------
<S>                                                   <C>
                         2003                         $  250,197
                         2004                            163,004
                         2005                             76,772
                         2006                             60,461
                         2007                             45,703
</TABLE>


                                      F-14
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

(6)   MINIMUM FUTURE RENTALS UNDER OPERATING LEASES (CONTINUED)

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

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

(7)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash and cash equivalents, cash and cash
      equivalents security deposits, other assets, escrow deposits, accounts
      payable and accrued expenses, and security deposits at December 31, 2002
      approximate their fair values due to their short maturities. The fair
      value of the mortgage notes payable at December 31, 2002 approximate their
      carrying amount based on the interest rates available for similar
      financing arrangements. All financial instruments are held for non-trading
      purposes.


                                      F-15
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                    EXHIBITS
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                Index to Exhibits

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

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

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

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

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

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

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

10(h)             Management Agreement dated August 20, 1989 between Portland
                  Lofts Associates Limited Partnership and Great Northwest
                  Management (filed as Exhibit No. 10(h) to the Partnership's
                  Form 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).
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                  II.   Agreement between Fleet and Jenkins Court (filed as
                        Exhibit No. 10(i) to the Partnership's Form 10-K as of
                        December 31, 1991 and incorporated herein by this
                        reference).

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

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

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

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

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

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

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

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

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

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

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

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
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                        Partnership's Form 10-K as of December 31, 1993 and
                        incorporated herein by this reference).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  II.   Second Amendment to Loan Agreement

                  III.  Letter Agreement on Payment of Legal Fees

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

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

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

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

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

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

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

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

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

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

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

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

10(bb)            Settlement Agreement of the Amended Construction Loan to
                  Portland Lofts Associates, L.P., (Amended Construction Loan
                  Agreement filed as Exhibit No. 10(m) to the Partnership's Form
                  10-K as of December 31, 1992) (filed as Exhibit 10 (bb) to the
                  Partnership's Form 10-K as of December 31, 1996 and
                  incorporated herein by this reference).
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10(cc)            Documents relating to the refinancing of the Portland Lofts
                  Associates, L.P. Mortgage Debt, (all dated as of June 20,
                  1996).

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

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

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

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

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

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

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

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

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

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

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