<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, 2004
                                       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)

21 Custom House Street, Ste 440, Boston, Massachusetts       02110
------------------------------------------------------     ----------
(Address of principal executive offices)                   (Zip Code)

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

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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
                                                                Yes [X]   No[ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $3,488,975.

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

<PAGE>

      DOCUMENTS INCORPORATED BY REFERENCE

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

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

III                                 The Prospectus.

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         2004 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  SEQUENTIAL
                                                     PAGE NO.      PAGE NO.
                                                     --------     ----------
<S>                                                  <C>          <C>
PART I

      Item 1   Description of Business                 K-3            4
      Item 2   Description of Properties,
               Investment Policies, and
               Description of Real Estate and
               Operating Data                          K-8            9
      Item 3   Legal Proceedings                       K-8            9
      Item 4   Submission of Matters to a
                  Vote of Unit Holders                 K-8            9

PART II

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

PART III

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

SIGNATURES                                             K-18          19

SUPPLEMENTAL INFORMATION                               K-19          20
</TABLE>

                                      K-2

<PAGE>

                                     PART I

Item 1. Description of Business

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

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

The Partnership does not have any employees.

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

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

                                      K-3

<PAGE>

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

During the years ended December 31, 2003 and 2002, 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. Effective October 1, 2004, the
Partnership sold its 99% member interest in the limited liability company, The
Cosmopolitan at Mears Park, LLC (TCAMP). At December 31, 2004, the Partnership
held investments in two limited partnerships, 402 Julia Street Associates
Limited Partnership (402 Julia) and Portland Lofts Associates Limited
Partnership (Portland Lofts), through the ownership of general partnership
interests.

The limited partnerships are collectively referred to herein as the Investee
Entities.

During the years ended December 31, 2004, 2003 and 2002, the Partnership
consolidated the accounts and transactions of Portland Lofts and TCAMP (through
September 30, 2004) with those of the Partnership. The Partnership accounts for
its investment in 402 Julia using the equity method of accounting.

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

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

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

                                       K-4

<PAGE>

The property is located in a competitive downtown market with several
residential properties in the area. For the year ended December 31, 2004, 402
Julia recorded an economic occupancy of 95% for its residential units and an
economic occupancy of 100% for its commercial space for a combined economic
occupancy of 96%. For the year ended December 31, 2004, the average effective
annual income for the residential space was approximately $9,149 per unit and
for the commercial space was approximately $12.14 per square foot.

402 Julia leases residential units under either short-term operating leases or
month-to-month arrangements. At December 31, 2004, approximately 21% 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, 2004, the schedule of commercial
lease expirations for 402 Julia is as follows:

<TABLE>
<CAPTION>
                                                   % of Gross
         Number of     Square        Annual       Annual Rents
Year      Tenants      Footage        Rent        For 402 Julia
----      -------      -------      --------      -------------
<S>      <C>           <C>          <C>           <C>
2005         1          1,900       $ 21,600          8.09%
2007         1          2,000         28,200         10.57%
</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. The Partnership has a 99.9%
ownership interest in Portland Lofts.

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

The property is located in a competitive downtown market with several other
residential properties in the area. For the year ended December 31, 2004, the
economic occupancy of its residential units was 88% and the economic occupancy
for its commercial space was 75% for a combined economic occupancy of 84%. For
the year ended December 31, 2004, the average effective annual income for the
residential space was $10,740 per unit and for the commercial space was
approximately $10.68 per square foot.

Portland Lofts leases residential units under either short-term annual operating
leases or month-to-month arrangements. At December 31, 2004, approximately 72%
of residential units are leased under month-to-month arrangements. Portland
Lofts also leases commercial units principally

                                      K-5

<PAGE>

under long-term operating leases as well as month-to-month arrangements.

At December 31, 2004, the schedule of commercial lease expirations for Portland
Lofts is as follows:

<TABLE>
<CAPTION>
                                                   % of Gross
         Number of       Square     Annual        Annual Rents
Year      Tenants       Footage      Rent      For Portland Lofts
----     ---------      -------     -------    ------------------
<S>      <C>            <C>         <C>        <C>
2006         2            2,115     $ 30,840          2.30%
2007         2            2,320       35,079          2.62%
2008         1            2,595       56,038          4.18%
2009         2           10,015      137,424         10.26%
2012         1            1,180       19,284          1.44%
</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. Effective October 1, 2004, the Partnership sold its 99% membership
interest in the limited liability company for $735,000.

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.

The property is located in a competitive downtown market with several other
residential properties in the area. For the period of January 1, 2004 through
September 30, 2004, the economic occupancy of TCAMP was 84%. For the period of
January 1, 2004 through September 30, 2004, the average effective income for the
residential space was approximately $8,629 per unit and for the commercial space
was approximately $11.95 per square foot.

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

Information regarding the tax depreciation of the properties owned at December
31, 2004 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
</TABLE>

                                      K-6

<PAGE>

<TABLE>
<S>               <C>               <C>         <C>
Building and
Improvements      $ 3,070,699       SL          27.5
                       43,252       SL          31.5
                      562,926       SL          39.0
Furniture and
Fixtures                6,654       DDB          7.0
                  -----------
                  $ 3,683,531
                  ===========
</TABLE>

Information regarding the real estate taxes of the properties owned at December
31, 2004 is as follows:

<TABLE>
<CAPTION>
 Property              Rate         Real Estate Tax
--------------     -------------    ---------------
<S>                <C>              <C>
402 Julia          $189.30/1,000    $         7,754
Portland Lofts       19.51/1,000             48,207
</TABLE>

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

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

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

                                      K-7

<PAGE>

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. nor
402 Julia Street Associates L.P. 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 through private transactions.

(b)   As of March 1, 2005, there were 2,174 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,
2004 and 2003, no distributions of Cash Flow or Sale or Refinancing Proceeds
were paid or accrued to the Limited Partners.

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

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

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

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

      The Partnership capitalizes as investment in real estate the initial
      acquisition of property and equipment and those expenditures incurred that
      extend the useful life of the related assets. Expenditures for maintenance
      and repairs, including major repairs and replacements made as part of a
      periodic maintenance program to restore the assets repaired to
      substantially original condition, are expensed as incurred. During the
      year ended December 31,

                                      K-9

<PAGE>

      2004, the Partnership recorded as expenses approximately $62,000 of major
      repairs and maintenance costs incurred as part of a periodic maintenance
      program rather than capitalizing such expenditures.

      The Partnership 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, 2004, the Partnership did not recognize an
      impairment loss.

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

As of December 31, 2004, the Partnership had $786,487 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 Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs.

The short-term liquidity of 402 Julia and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. Portland Lofts and 402 Julia have stabilized operations
and Portland Lofts is expected to generate cash flow. The Partnership received
distributions from Portland Lofts of $156,000 for each of the years ended
December 31, 2004 and 2003. The Partnership received distributions from TCAMP of
$99,000 for the period from January 1, 2004 through September 30, 2004 and
$247,500 for the year ended December 31, 2003.

Effective October 1, 2004, the Partnership sold its 99% membership interest in
TCAMP for $735,000.

During 2003, Portland Lofts had major exterior building repairs and maintenance
work totaling $443,711 (inclusive of change orders).

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

                                      K-10

<PAGE>
using the equity method of accounting. The consolidated balance sheet at
December 31, 2004 includes the accounts of the Partnership and Portland Lofts
Associates Limited Partnership (Portland Lofts) after elimination of all
intercompany accounts. The consolidated statements of operations, partners'
equity (deficit) and cash flows for the year ended December 31, 2004 include the
transactions of the Partnership and Portland Lofts for the twelve months ended
December 31, 2004 and the transactions of TCAMP for the nine months ended
September 30, 2004 (through the date of the sale of interest in TCAMP) after the
elimination of all intercompany transactions. The consolidated statements of
operations, changes in partners' equity (deficit) and cash flows for the year
ended December 31, 2003 include the transactions of the Partnership, Portland
Lofts and TCAMP for the twelve months ended December 31, 2003 after the
elimination of all intercompany transactions. The Partnership and its
consolidated entities are collectively referred to herein as HPP'89.

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.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the year ended December 31, 2004, 402 Julia recorded an economic
occupancy of 95% for its residential units and an economic occupancy of 100% for
its commercial space for a combined economic occupancy of 96%. For the year
ended December 31, 2003, 402 Julia recorded an economic occupancy of 95% for its
residential units and an economic occupancy of 100% for its commercial space for
a combined economic occupancy of 96%. 402 Julia has benefited from a relatively
strong New Orleans market and continues to record stable operations. For the
years ended December 31, 2004 and 2003, 402 Julia recorded net income of
approximately $12,700 and $3,400, respectively, which included depreciation and
amortization for each of the years ended December 31, 2004 and 2003 of
approximately $43,800.

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
Effective October 1, 2004, the Partnership sold its 99% membership interest in
TCAMP for $735,000. For the period from January 1, 2004 through September 30,
2004,and the year ended December 31, 2003, TCAMP had an economic occupancy of
84%. For the nine months ended September 30, 2004, TCAMP recorded a net loss of
approximately $91,300 which included depreciation and amortization of $327,900.
For the year ended December 31, 2003, TCAMP recorded a net loss of approximately
$240,300 which included depreciation and amortization of approximately $497,500.

                                      K-11

<PAGE>

For the year ended December 31, 2004, Portland Lofts recorded an economic
occupancy of 88% for its residential units and an economic occupancy of 75% for
its commercial space for a combined economic occupancy of 84%. For the year
ended December 31, 2003, Portland Lofts recorded an economic occupancy of 85%
for its residential units and an economic occupancy of 92% for its commercial
space for a combined economic occupancy of 87%. For the year ended December 31,
2004, Portland Lofts recorded net income of approximately $111,900 which
included depreciation and amortization of approximately $239,400. For the year
ended December 31, 2003, Portland Lofts recorded net income of approximately
$174,200 which included depreciation and amortization of approximately $234,700.

The Partnership recorded consolidated net income of approximately $1,262,400 for
the year ended December 31, 2004, as compared to, a consolidated net loss of
approximately $441,900 for the year ended December 31, 2003. This change was
primarily caused by the gain recognized by the Partnership relating to the sale
of the Partnership's membership interest in TCAMP effective October 1, 2004
totaling approximately $1,674,000. The consolidated statement of operations for
the year ended December 31, 2004 includes the operations of TCAMP (discontinued
operations) only through the third quarter of 2004, as compared to a full year
of operations for TCAMP (discontinued operations) in the consolidated statement
of operations for the year ended December 31, 2003. Also, included in
discontinued operations for the year ended December 31, 2004, is the gain
recognized by the Partnership related to the sale of its membership interest in
TCAMP.

The Partnership's revenue from continuing operations decreased for the year
ended December 31, 2004 by approximately $63,600 as compared to 2003
mainly due to a decrease in commercial occupancy at Portland Lofts. Operating
and administrative expenses related to continuing operations increased in 2004
by approximately $26,400 as compared to 2003 primarily due to increases in the
Partnership's accounting fees of approximately $25,700.

The Partnership is required to comply with the Sarbanes-Oxley Act for its fiscal
year ending December 31, 2006. The cost of compliance will be significant and
will impact future operations. In addition to the internal costs of compliance,
the Partnership's independent public accountants have estimated that future
annual audit fees will increase significantly.

Inflation and Other Economic Factors

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, principally investment in Investee
Entities, are highly leveraged in view of the fact that each Investee property
is subject to a long-term first mortgage loan. Operating expenses and rental
revenue of each Investee property are subject to inflationary and other economic
factors. Low rates of inflation could result in slower rental rate increases,
and to the extent that these factors are outpaced by increases in property

                                      K-12

<PAGE>

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.

Future operations of the Partnership will be impacted by the expense of
compliance with the Sarbanes-Oxley Act discussed above and the expected
continuing rise in energy costs.

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.

Item 8A. Controls and Procedures.

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of December 31, 2004, and
have determined there are sufficient internal controls in place for the
Partnership, TCAMP, Portland Lofts and 402 Julia to effectively report all
adjustments necessary in order to make the consolidated financial statements and
footnotes not misleading. Management has not made any changes to the internal
controls or in other factors that could significantly affect internal controls,
subsequent to the date of our most recent evaluation.

Item 8B. Other Information.

         None.

                                      K-13

<PAGE>

                                    PART III

Item 9.  Director and Executive Officer of the Registrant.

         (a) Identification of Director and Executive Officer.

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

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

                                      K-14
<PAGE>

limited partnership interest to corporations and other institutional investors.
ICP concluded its business affairs December 31, 2000.

            (b)   Significant Employees.

                  None.

            (c)   Family Relationships.

                  None.

            (d)   Legal Proceedings.

                  None.

Item 10. Executive Compensation.

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

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

There were no expense reimbursements paid to or accrued, for the years ended
December 31, 2004 and 2003.

For the years ended December 31, 2004 and 2003, the Partnership allocated to the
General Partner unaudited taxable income (loss) of $20,008 and ($5,145),
respectively.

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

            (a)   Unit Ownership of Certain Beneficial Owners.

<TABLE>
<CAPTION>
     Name and Address                         Number of             Percent
of beneficial ownership                      Units Held            of Class
-----------------------                      ----------            --------
<S>                                          <C>                   <C>
Equity Resources Arlington Fund
  Limtited Partnership
c/o Equity Resources Group, Inc.
44 Brattle Street
Cambridge, MA 02138                             1,471               5.53%

Equity Resources Dover Fund
  Limtited Partnership
c/o Equity Resources Group, Inc.
44 Brattle Street
Cambridge, MA 02138                               510               1.19%
</TABLE>

                                      K-15
<PAGE>

Pursuant to the Partnership Agreement, the voting rights of the Limited Partners
are limited and, in some circumstances, are subject to the prior receipt of
certain opinions of counsel or judicial decisions.

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

            (b)   Unit Ownership of Management.

No director or executive officer of PAS, Boston Capital Planning or their
affiliates had any beneficial ownership of Units as of March 1, 2005. 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 31.1 - General Partner's Certification Pursuant to 18
                  U.S.C. Section 1350 as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

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

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

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

      (b)   Reports on Form 8-K - Form 8-K, dated October 1, 2004 and Form
            8-K/A, dated October 1, 2004 are incorporated herein as referenced

                  Item  2.01-Completion or Acquisition or Disposition of Assets

                  Item  9.01-Financial Statements and Exhibits

                                      K-16
<PAGE>

Item  14.Principal Accountant Fees and Services.

Aggregate fees billed to the Partnership for the fiscal years ended December 31,
2004 and 2003 by our principal accountant, Lefkowitz, Garfinkel, Champi &
DeRienzo P.C. are as follows:

<TABLE>
<CAPTION>
                                        2004       2003
                                      -------     -------
<S>                                   <C>         <C>
Audit Fees (1)                        $51,500     $50,250
Audit Related Fees                          -           -
Tax Service Fees (2)                   25,000      17,000
All Other Fees                              -           -
</TABLE>

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

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

Audit Committee Policies and Procedures

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

Code of Ethics

PAS has adopted a code of ethics that applies to the President and Director of
the general partner of the General Partner. The public may obtain a copy of
PAS's code of ethics upon written request without charge at Historic
Preservation Properties 1989, LP, 21 Custom House Street, Ste. 440, Boston, MA
02110.

                                      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 10, 2005                   By: /s/Terrence P. Sullivan
                                            ------------------------
                                            Terrence P. Sullivan,
                                             President

                            and

Date:  March 10, 2005                   By: /s/Terrence P. Sullivan
                                            -----------------------
                                            Terrence P. Sullivan,
                                             General Partner

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

     Signature                                 Title
     ---------                                 -----

                              Individual General Partner of Boston
                              Historic Partners Limited
/s/Terrence P. Sullivan       Partnership and President, Principal
-----------------------       Executive Officer and Director of
Terrence P. Sullivan          Portfolio Advisory Services, Inc.,
Date: March 10, 2005          General Partner of Boston Historic
                              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 10, 2005

                                      K-18
<PAGE>

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

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

                                      K-19
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                        CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<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, 2004...................................................     F-4
Consolidated Statements of Operations for the Years Ended December 31, 2004 and
  December 31,2003...................................................................................     F-5
Consolidated Statements of Partners' Equity (Deficit) for the Years Ended December 31, 2004 and
  December 31, 2003..................................................................................     F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004 and
  December 31, 2003..................................................................................     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, 2004, and the related consolidated statements of operations,
partners' equity (deficit) and cash flows for each of the two years in the
period ended December 31, 2004. 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 the standards of the Public Company
Accounting Oversight Board (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 consolidated 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, 2004, and
the results of its operations and its cash flows for each of the two years in
the period ended December 31, 2004 in conformity with U. S. generally accepted
accounting principles.

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

Providence, Rhode Island
March 8, 2005

                                      F-3
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

<TABLE>
<S>                                                            <C>
                                ASSETS
INVESTMENT IN REAL ESTATE
      Land                                                     $   528,100
      Buildings and improvements                                 6,715,349
                                                               -----------
                                                                 7,243,449
      Accumulated depreciation                                  (2,503,824)
                                                               -----------
                                                                 4,739,625
                                                               -----------

INVESTMENT IN INVESTEE ENTITY                                      473,145
                                                               -----------

CASH AND CASH EQUIVALENTS
      Real estate operating                                        286,568
      Partnership                                                  786,487
                                                               -----------
                                                                 1,073,055
                                                               -----------

CASH, SECURITY DEPOSITS                                             25,204

OTHER ASSETS                                                       132,580
DEFERRED COSTS, less accumulated amortization of $88,529            14,211
                                                               -----------
                                                               $ 6,457,820
                                                               ===========

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
      Mortgage note payable                                    $ 4,871,123
      Accounts payable and accrued expenses                        128,837
      Security deposits                                             25,204
                                                               -----------

                Total liabilities                                5,025,164
                                                               -----------

COMMITMENTS (Note 5)

PARTNERS' EQUITY
      Limited Partners' Equity - Units of  Investor Limited
           Partnership Interest, $1,000 stated value
           per Unit-Issued and outstanding 26,588 units          1,649,665
      General Partner's Deficit                                   (217,009)
                                                               -----------

                Total partners' equity                           1,432,656
                                                               -----------

                                                               $ 6,457,820
                                                               ===========
</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, 2004 AND 2003

<TABLE>
<CAPTION>
                                             2004            2003
                                          -----------     -----------
<S>                                       <C>             <C>
REVENUE:
     Rental income                        $ 1,339,845     $ 1,382,894
     Interest and other income                 24,150          44,651
                                          -----------     -----------
             Total revenue                  1,363,995       1,427,545
                                          -----------     -----------
EXPENSES:
     Operating and administrative             416,287         389,870
     Property operating expenses:
           Payroll services                    77,337          71,409
           Utilities                           73,889          85,545
           Real estate taxes                   47,858          46,294
           Other operating expenses           364,330         346,185
     Depreciation and amortization            239,435         234,725
                                          -----------     -----------
             Total expenses                 1,219,136       1,174,028
                                          -----------     -----------

INCOME FROM CONTINUING OPERATIONS,
     BEFORE INTEREST EXPENSE                  144,859         253,517

INTEREST EXPENSE                             (443,561)       (454,060)

EQUITY IN INCOME (LOSS) OF
    INVESTEE ENTITY                             5,036          (1,022)
                                          -----------     -----------

LOSS FROM CONTINUING OPERATIONS              (293,666)       (201,565)

DISCONTINUED OPERATIONS, INCOME (LOSS)
     FROM OPERATIONS OF DISCONTINUED
     COMPONENT (INCLUDING GAIN ON
     DISPOSAL OF $1,674,090 IN 2004)
     (NOTE 3)                               1,556,017        (240,298)
                                          -----------     -----------

NET INCOME (LOSS)                         $ 1,262,351     $  (441,863)
                                          ===========     ===========

NET INCOME (LOSS) ALLOCATED
     TO GENERAL PARTNER                   $    12,624     $    (4,419)
                                          ===========     ===========

NET INCOME (LOSS) ALLOCATED
     TO LIMITED PARTNERS                  $ 1,249,727     $  (437,444)
                                          ===========     ===========

NET INCOME (LOSS) PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING:
           Continuing operations          $    (10.93)    $     (7.50)
                                          ===========     ===========
           Discontinued operations        $     57.94     $     (8.95)
                                          ===========     ===========
</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, 2004 AND 2003

<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, 2002        26,588        $   837,382         $(225,214)        $   612,168

   Net loss                            -           (437,444)           (4,419)           (441,863)
                                  ------        -----------         ---------         -----------

BALANCE, December 31, 2003        26,588            399,938          (229,633)            170,305

   Net income                          -          1,249,727            12,624           1,262,351
                                  ------        -----------         ---------         -----------

BALANCE, December 31, 2004        26,588        $ 1,649,665         $(217,009)        $ 1,432,656
                                  ======        ===========         =========         ===========
</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, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                  2004                2003
                                                                               -----------         -----------
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                         $ 1,262,351         $  (441,863)
     Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
           Depreciation                                                            537,320             695,429
           Amortization                                                             29,999              36,752
           Equity in (income) loss of Investee Entity                               (5,036)              1,022
           Gain on disposal of discontinued component                           (1,674,090)                  -
           Increase (decrease) in other assets                                      19,272              (2,480)
           Increase (decrease) in accounts payable and accrued expenses             30,907            (192,429)
           Decrease (increase) in security deposits, net                             8,226                (794)
                                                                               -----------         -----------
                Net cash provided by operating activities                          208,949              95,637
                                                                               -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of interest in TCAMP                                       735,000                   -
     Capital expenditures - building improvements                                        -            (499,747)
     Increase in escrow deposits, net                                             (131,479)            (37,593)
     Transfer of cash to purchaser of interest in TCAMP                           (532,568)                  -
                                                                               -----------         -----------
                Net cash provided (used) in investing activities                    70,953            (537,340)
                                                                               -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                               (233,791)           (255,887)
                                                                               -----------         -----------
                Cash used in financing activities                                 (233,791)           (255,887)
                                                                               -----------         -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                46,111            (697,590)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   1,026,944           1,724,534
                                                                               -----------         -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $ 1,073,055         $ 1,026,944
                                                                               ===========         ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                                $ 1,249,421         $ 1,427,716
                                                                               ===========         ===========
</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, 2004

(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, 2004, 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

      Effective October 1, 2004, and as further discussed in Note 3, the
      Partnership sold its 99% membership interest in The Cosmopolitan at Mears
      Park, LLC (TCAMP), a Delaware limited liability company.

      The consolidated balance sheet includes the accounts of the Partnership
      and Portland Lofts Associates Limited Partnership (Portland Lofts) after
      elimination of all intercompany accounts. The consolidated statements of
      operations, partners' equity (deficit) and cash flows for the year ended
      December 31, 2004 include the transactions of the Partnership and Portland
      Lofts for the twelve months ended December 31, 2004 and the transactions
      of TCAMP for the nine months ended September 30, 2004 (through the date of
      sale of interest in TCAMP) after the elimination of all intercompany
      transactions. The consolidated statements of operations, partners' equity
      (deficit) and cash flows for the year ended December 31, 2003 include the
      transactions of the Partnership, Portland Lofts and TCAMP for the twelve
      months ended December 31, 2003 after the elimination of all intercompany
      transactions. 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 October 1, 2004 (the date of sale of interest in
      TCAMP), the minority interest in TCAMP (1% membership interest owned by a
      party unrelated to HPP'89) had been reduced to zero and cumulative losses
      and other charges applicable to the minority interest which were charged
      against the Partnership totaled $10,660.

                                       F-8
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2004

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Investment in Investee Entity

      The Partnership accounts for its investment in 402 Julia Street Associates
      Limited Partnership (Investee Entity) under the equity method. In general,
      under the equity method of accounting for investments, the investment is
      recorded at cost and the current allocable portion of earnings (losses) of
      an Investee Entity is recorded as income (loss) with a corresponding
      increase (decrease) to the investment account. The allocable portion of
      losses of an Investee Entity is not recorded after the respective
      investment account is reduced to zero. The allocable portion of earnings
      of an Investee Entity is not recorded until all previously unrecorded
      losses are absorbed. Distributions received are recorded as reductions to
      the investment account.

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

      Use of Estimates

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

      Real Estate and Depreciation

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

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

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

      Cash, Cash Equivalents and Concentration of Credit Risk

      HPP'89 considers all highly liquid investments with a maturity of three
      months or less when purchased to be cash equivalents. At December 31,
      2004, cash equivalents totaled $998,505.

      At December 31, 2004, HPP'89 had $859,588 of cash and cash equivalents on
      deposit in banks in excess of amounts insured by the Federal Deposit
      Insurance Corporation. Also at December 31, 2004, HPP'89 had $36,472 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, 2004

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Deferred Costs

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

      Revenue Recognition

      Revenue, principally under short-term operating leases and month-to-month
      arrangements, is recorded when due. In most cases, management expects that
      in the normal course of business, leases will be renewed or replaced by
      other leases.

      Income Taxes

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

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY, AND DISCONTINUED
      OPERATIONS

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

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

      THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP), a Limited Liability Company,
      was formed on March 15, 1996, under the Delaware Limited Liability Company
      Act. The purpose of TCAMP was to engage in investment in, and operation
      of, real estate. TCAMP owned 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
      were allocated to the members, and distributions from TCAMP to the
      Partnership and the other member were 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 were 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.

      Effective October 1, 2004, the Partnership sold its 99% interest in TCAMP
      to HPP LLC, an unrelated Massachusetts limited liability company (a
      company related to Gunn Financial Incorporated through common ownership),
      for $735,000 in cash. Financial information related to the Partnership's
      investment in TCAMP has been reported as discontinued operations for all
      periods presented. The Partnership recorded a gain of $1,674,090 on the
      sale of its interest in TCAMP for the year ended December 31, 2004. Total
      revenue for TCAMP, for the nine months ended September 30, 2004 (through
      the date of sale of interest in TCAMP) and for the year ended December 31,
      2003, reported within discontinued operations totaled $2,124,980 and
      $2,798,442, respectively. Net loss for TCAMP, for the nine months ended
      September 30, 2004 and for the year ended December 31, 2003, reported
      within discontinued operations totaled $91,270 and $240,298, respectively.
      Interest expense incurred by TCAMP, for the nine months ended September
      30, 2004 and for the year ended December 31, 2003, reported within
      discontinued operations totaled $722,793 and $971,950, respectively.

                                      F-10
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2004

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY, AND DISCONTINUED
      OPERATIONS (CONTINUED)

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

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

      On September 16, 1993, the Partnership sold one-third of its general
      partnership interest in 402 Julia to the developer general partner for
      $185,000. The Partnership's percentage of interest in 402 Julia was
      thereby reduced from 98% to 65%. The terms of the sale require annual
      payments of $3,500 through 2016 and a final payment of $4,500 in 2017. At
      December 31, 2004, the remaining uncollected payments total $50,000, which
      are secured by the interest sold to the developer general partner, and are
      included in other assets.

      Under the equity method of accounting, the Partnership recorded income
      from the 402 Julia Investment of $8,288 and $2,230, respectively, and
      amortization expense of $3,252, for the years ended December 31, 2004 and
      2003.

      The summary balance sheet as of December 31, 2004 and summary statements
      of operations for the years ended December 31, 2004 and 2003, of the
      Investee Entity are as follows:

                              SUMMARY BALANCE SHEET
                                DECEMBER 31, 2004

<TABLE>
<S>                                                                             <C>
                                     ASSETS
   Land                                                                         $       132,800
   Building and improvements (net of accumulated depreciation of $592,941)              988,746
   Cash and cash equivalents                                                            251,513
   Cash equivalents, security deposits                                                   20,809
   Other assets, less accumulated amortization of  $27,545                              102,651
                                                                                ---------------
                    Total assets                                                $     1,496,519
                                                                                ===============
                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:
   Mortgage note payable                                                        $     1,009,622
   Other liabilities                                                                     36,457
                                                                                ---------------
          Total liabilities                                                           1,046,079
                                                                                ---------------
Partners' equity:
   HPP'89                                                                               419,950
   Other partners                                                                        30,490
                                                                                ---------------
          Total partners' equity                                                        450,440
                                                                                ---------------
                    Total liabilities and partners' equity                      $     1,496,519
                                                                                ===============
</TABLE>

                                      F-11
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2004

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY, AND DISCONTINUED
      OPERATIONS (CONTINUED)

                        SUMMARY STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                               2004            2003
                                            -----------    ------------
<S>                                         <C>            <C>
Revenue:
      Rental revenue                        $   266,916    $    261,579
      Interest and other income                  14,522          12,440
                                            -----------    ------------
          Total revenue                         281,438         274,019
                                            -----------    ------------
Expenses:
      Operating expenses                        156,850         157,607
      Depreciation and amortization              43,832          43,832
      Interest expense                           68,069          69,167
                                            -----------    ------------
          Total expenses                        268,751         270,606
                                            -----------    ------------
Net income from operations                  $    12,687    $      3,413
                                            ===========    ============
Net income allocated to HPP'89              $     8,288    $      2,230
                                            ===========    ============
Net income allocated to other partners      $     4,399    $      1,183
                                            ===========    ============
</TABLE>

(4)   MORTGAGE NOTE PAYABLE

      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, 2004, annual maturities of the mortgage note payable
      are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,      Amount
------------------------    -----------
<S>                         <C>
        2005                $   133,473
        2006                  4,737,650
</TABLE>

(5)   RELATED PARTY TRANSACTION AND COMMITMENTS

      TCAMP entered into a management agreement with Claremont Management II
      Limited Liability Company (CMLLC) to manage the property. The sole
      shareholder of CMLLC is related to the other member of TCAMP. The
      management agreement required the payment of a management fee of 3% of
      gross receipts, as defined in the agreement, plus the reimbursement of all
      CMLLC's costs of providing these services. Management fees under the
      management agreement totaled $63,177 for the nine months ended September
      30, 2004 (through the date of sale of interest in TCAMP) and $83,232 for
      the year ended December 31, 2003. Expense reimbursements to CMLLC for the
      nine months ended September 30, 2004 totaled $260,444 and $336,133 for the
      year ended December 31, 2003.

      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, 2005 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, 2004 and 2003, GFI was reimbursed $241,185 and $220,198, respectively,
      for operating costs.

                                      F-12
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2004

(5)   RELATED PARTY TRANSACTION AND COMMITMENTS (CONTINUED)

      The Partnership and TCAMP were 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 continued in effect until October
      1, 2004 (the date of sale of interest in TCAMP). For the nine months ended
      September 30, 2004, the principal of GFI was paid $45,000 and for the year
      ended December 31, 2003 the principal of GFI was paid $60,000.

(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, 2004, Portland
      Lofts had entered into eight commercial leases covering 63% (unaudited) of
      the building's net rentable commercial space and four commercial
      month-to-month leases. For the year ended December 31, 2004, two
      commercial tenants comprised approximately 31% of commercial rental income
      (3.4% of total rental income) under noncancellable commercial leases.

      At December 31, 2004, minimum future rentals, excluding reimbursement of
      real estate taxes and certain operating expenses, to be received under
      noncancellable commercial leases are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,      Amount
------------------------    -----------
<S>                         <C>
          2005              $   285,370
          2006                  261,520
          2007                  239,165
          2008                  203,406
          2009                  124,198
       Thereafter                49,817
</TABLE>

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

(7)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash and cash equivalents, cash security deposits,
      other assets, accounts payable and accrued expenses, and security deposits
      at December 31, 2004 approximate their fair values due to their short
      maturities. The fair value of the mortgage note payable at December 31,
      2004 approximates its carrying amount based on the interest rates
      available for similar financing arrangements. All financial instruments
      are held for non-trading purposes.

                                      F-13
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                    EXHIBITS

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                Index to Exhibits

Exhibit No.              Title of Documents

3(a)  Certificate of Limited Partnership of Historic Preservation Properties
      1989 Limited Partnership dated as of August 30, 1988 (filed as an exhibit
      to the Partnership's Registration Statement of Form S-11, File No.
      33-24129, and incorporated herein by this reference).

3(b)  Agreement of Limited Partnership of Historic Preservation Properties 1989
      Limited Partnership dated as of August 30, 1988 (filed as an exhibit to
      the Partnership's Registration Statement on Form S-11, File No. 33-24129,
      and incorporated herein by this reference).

3(c)  Amended and Restated Agreement of Limited Partnership of Historic
      Preservation Properties 1989 Limited Partnership dated as of December 19,
      1988, as currently in effect, other than amendments thereto which provide
      solely for the admission or withdrawal of investors as limited partners of
      the Partnership (filed as an exhibit to the Partnership's Registration
      Statement of Form S-11, File No. 33-2419, and incorporated herein by this
      reference).

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

            VII.  Assignment of Leases, Consolidation and Modification Agreement
                  dated December 18, 1989 between the Partnership and Meritor
                  Savings Bank (filed as Exhibit No. 10(f) to

<PAGE>

                  the Partnership's Form 10-K as of December 31, 1989 and
                  incorporated herein by this reference).

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

                  Partnership's Form 10-K as of December 31, 1992 and
                  incorporated herein by this reference).

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

            II.   Second Amendment to Loan Agreement

            III.  Letter Agreement on Payment of Legal Fees

<PAGE>

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 ClaremontManagement Corporation, (filed as Exhibit 10(w) to the
      Partnership's Form 10-K as of December 31, 1995 and incorporated herein by
      this reference).

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

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

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

            I.    Operating Agreement of the Cosmopolitan at Mears Park, LLC,
                  dated March 15, 1996 (filed as Exhibit 10(z) to the
                  Partnership's Form10-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

<PAGE>

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

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

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

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

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

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

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

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

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

            III.  The Deed of Trust, with Assignment of Rents, Security
                  Agreement and Fixture Filing between Portland Lofts
                  Associates, L.P. and Bank of America

<PAGE>

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

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

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

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

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

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

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

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

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

10(hh) First Amendment to Forbearance Agreement between Historic Preservation
       Properties 1989, L.P. and East Bank Angel Joint

<PAGE>

       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 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

<PAGE>

                  (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).

10(oo) Documents related to the Sale of membership interest in The Cosmopolitan
       at Mears Park, LLC.

            I.    Assignment and Assumption Agreement between Historic
                  Preservation Properties 1989 Limited Partnership and HPP LLC
                  (filed as an Exhibit to the Partnership's Form 8-K, dated
                  October 1, 2004 and incorporated herein by the reference).

            II.   Pro Forma Financial Information (filed as an Exhibit to the
                  Partnership's Form 8-K/A, dated October 1, 2004 and
                  incorporated herein by 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).

<PAGE>

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

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

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