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

                           FORM 10-K/A

[X]  Annual Report Pursuant to Section 13 or 15 (d) of the
  Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
                               or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934

For the transition period from                to

Commission File Number 33-24129

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

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

Batterymarch       Park      II,      Quincy,       Massachusetts
02169
(Address of principal executive offices)                     (Zip
Code)

Registrant's  telephone number, including area code:  (617)  472-1000

Former Address:  One Liberty Square, Boston, MA 02109

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

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

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section 13 or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                                             Yes  X        No
Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K (229.405 of this chapter)
is  not contained herein, and will not be contained, to the  best
of  registrant's  knowledge, in definitive proxy  or  information
statements incorporated by reference in Part III of this Form 10-
K  or any amendment to this Form 10-K.                          [
]

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

This  Form 10-K does not include an independent auditors'  report
for the year ended December 31, 1995.

              DOCUMENTS INCORPORATED BY REFERENCE



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

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

III                           The Prospectus.

   HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                     1995 FORM 10-K/A ANNUAL REPORT

                          TABLE OF CONTENTS
                                                          Sequential
                                                Page No.   Page No.

PART I

     Item 1    Business                            K-3        4
     Item 2    Properties                          K-5        6
     Item 3    Legal Proceedings                   K-5        6
     Item 4    Submission of Matters to a
                 Vote of Unit Holders              K-6        7

PART II

     Item 5    Market for the Registrant's
                 Units and Related Unit
                 Holder Matters                    K-7        8
     Item 6    Selected Financial Data             K-8        9
     Item 7    Management's Discussion and
                 Analysis of Financial
                 Condition and Results of
                 Operations                        K-9       10
     Item 8    Financial Statements and
                    Supplementary    Data          K-17      18
     Item 9    Changes In and Disagreements
                 with Accountants on Accounting
                 and Financial Disclosure          K-17      18

PART III

     Item 10   Director and Executive
                 Officer of the Registrant         K-18      19
     Item 11   Executive Compensation              K-19      20
     Item 12   Unit Ownership of Certain
                 Beneficial Owners and
                 Management                        K-20      21
     Item 13   Certain Relationships and
                 Related Transactions              K-20      21

PART IV

     Item 14   Exhibits, Financial Statement
                 Schedules and Reports on
                    Form    8-K                    K-21      22

SIGNATURE                                          K-22      23

SUPPLEMENTAL INFORMATION                           K-23      24 
                                PART I
Item 1.   Business

Historic  Preservation Properties 1989 Limited  Partnership  (HPP'89,
also   referred   to  as  "the  Partnership"),  a  Delaware   limited
partnership, was organized under the Delaware Revised Uniform Limited
Partnership Act on September 1, 1988, for the purpose of investing in
a  diversified  portfolio  of  real properties  which  qualified  for
rehabilitation tax credits (Rehabilitation Tax Credits)  afforded  by
Section  47  of  the Internal Revenue Code of 1986, as  amended  (the
Code),   and  rehabilitating  such  properties  (or  acquiring   such
properties  in  the  process of rehabilitation  and  completing  such
rehabilitation)  in  a manner intended to render  the  cost  of  such
rehabilitation    eligible   for   classification    as    "Qualified
Rehabilitation Expenditures", as such term is defined  in  the  Code,
and  thus  eligible for Rehabilitation Tax Credits.  The  Partnership
was initially capitalized with contributions of $100 from its general
partner  and  $100  from each of three initial limited  partners.  On
September 2, 1988, the Partnership filed a Registration Statement  on
Form  S-11,  File Number 33-24129 (the Registration Statement),  with
the  Securities and Exchange Commission (the Commission) with respect
to  the  public  offering  of units of limited  partnership  interest
(Units) in the Partnership.  The Registration Statement, covering the
offering  of  up to 100,000 Units at a purchase price of  $1,000  per
Unit  (an  aggregate  of  $100,000,000), was  declared  effective  on
December 19, 1988.  The offering of Units terminated on December  29,
1989,  at  which  time  the Partnership had received  gross  offering
proceeds of $26,588,000 from 2,505 investors.

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

The  Partnership does not have any employees.  For the period January
1,  1995 through September 30, 1995, accounting, asset management and
investor  services  for the Partnership were  performed  by  PAS  who
received  no fee but was reimbursed for operating costs of  providing
such  services.   The original contract with PAS was  for  one  year,
commencing July 1, 1993, and was extended through September 30, 1995.

On  October  1, 1995, HPP'89 engaged Claremont Management Corporation
(CMC),  an  unaffiliated Massachusetts Corporation, to provide  asset
management,  accounting and investor services for an  annual  fee  of
$76,800 and reimbursement of all operating expenses of providing such
services.  The  contract  with  CMC expires  June  30,  1997  and  is
automatically  renewed on a yearly basis unless otherwise  terminated
as provided for in the agreement.


                                K-3

The Partnership's only business is investing in real properties which
have  qualified  for Rehabilitation Tax Credits.  A  presentation  of
information about industry segments is not applicable and  would  not
be  helpful  in understanding the Partnership's business taken  as  a
whole.   The  Partnership's investment objectives  and  policies  are
described  on pages 28-36 of its Prospectus dated December  19,  1988
(the  Prospectus)  under  the  caption  "Investment  Objectives   and
Policies",   which  description  is  incorporated  herein   by   this
reference.  The Prospectus was filed with the Commission pursuant  to
Rule 424 (b) on January 5, 1989.

As of December 31, 1995, the Partnership had invested an aggregate of
$11,158,064   in   three  limited  partnerships  (collectively,   the
"Investee  Partnerships"),  each of  which  owned  or  acquired  real
properties,   the   rehabilitation  of  which   has   qualified   for
Rehabilitation  Tax  Credits.   The  Partnership  has  also  invested
$5,000,000  in  a  real  property  that  the  Partnership   purchased
directly.   In conjunction with this direct purchase, the Partnership
had  placed  a  total  of $2,000,000 in an escrow  account  with  the
mortgage  lender  for  such  property  for  the  purpose  of  funding
operating  deficits until such time as there is sufficient cash  flow
from operations to do so.

As  further  discussed  in Item 7, in January  1995  the  Partnership
consummated  an agreement with the current holder of the mortgage  to
resolve  a  dispute regarding this escrow account and in March  1996,
the  Partnership  completed a transaction to  purchase  the  mortgage
note, transfer the property to an entity which the Partnership has  a
50% ownership interest, and refinance the property.

Each  of  the  above mentioned properties was placed  in  service  in
December   1989.    These  properties  are  located  in   Jenkintown,
Pennsylvania (Jenkins Court); Portland, Oregon (Portland Lofts);  New
Orleans,  Louisiana  (402  Julia);  and  St.  Paul,  Minnesota   (the
Cosmopolitan).   As  of  December  31,  1995,  100%  of  the  Limited
Partners'   capital   contributions  (net  of  selling   commissions,
organizational  and sales costs, acquisition fees and  reserves)  had
been invested in real property investments.

The  Partnership  invested  in three of its  properties  through  the
acquisition   of  general  partnership  interests  in  the   Investee
Partnerships.  In each of these cases (except for Jenkins  Court,  as
discussed  in  Section  7),  the Investee Partnership  owns  the  fee
interest in the property.  Significant Investee Partnership decisions
require   the  approval  of  both  the  Partnership  and  the   other
participating  general partners.  The Partnership has  also  directly
invested  and owns the fee interest in one additional property.   All
decisions  with  respect  to  the ownership  and  operating  of  such
property  are made by the Partnership.  All the Investee Partnerships
are  subject  to first mortgage loans (except for Jenkins  Court,  as
discussed in Section 7).  See Management's discussion and Analysis of
Financial  Condition and Results of Operations included  as  part  of
this Annual report on Form 10-K for further detail.The  Investee 
Partnerships are, and will continue to be,  subject  to competition 
from existing and future projects in the same 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.

                                 K-4

 Such factors include general economic and real estate
market conditions, both on a national basis and in those areas  where
the  projects  are  located, the availability and  cost  of  borrowed
funds,  real estate tax rates, operating expenses, energy  costs  and
government  regulations.  In addition, other risks inherent  in  real
estate   investment  may  influence  the  ultimate  success  of   the
Partnership, including (i) possible reduction of rental income due to
an  inability  to  maintain high occupancy levels or adequate  rental
levels,   or  (ii)  possible  adverse  changes  in  general  economic
conditions   and  adverse  local  conditions,  such  as   competitive
overbuilding, or a decrease in employment or adverse changes in  real
estate  laws,  including building codes.  In particular,  changes  in
federal and state income tax laws affecting real estate ownership  or
limited partnerships could have a material and adverse affect on  the
business of the Partnership.

Item 2.   Properties

See Item 1 above.

Item 3.   Legal Proceedings

The  Partnership  is  not a party to, to the best  knowledge  of  the
General  Partner,  any  material  pending  legal  proceedings.    The
Investee Partnerships are subject to the following legal proceedings.

As  discussed in Item 7, on November 23, 1994, the current holder  of
the  Jenkins Court mortgage notes presented a demand for  payment  in
full  of  the balance of the notes and accrued interest thereon.   On
November  23,  1994, Jenkins Court filed a petition for relief  under
Chapter 11 of the federal bankruptcy laws in United States Bankruptcy
Court for the jurisdiction of the Eastern District of Pennsylvania.

On  August  31,  1995, Jenkins Court and the mortgage holder  entered
into a settlement agreement to resolve the bankruptcy litigation.  As
part  of the settlement agreement, Jenkins Court transferred the deed
and  title  to  the  property  to the  mortgage  holder  in  lieu  of
foreclosure  proceedings.  The  mortgage  holder  agreed  to  release
Jenkins  Court  and  its guarantors for the entire  indebtedness  and
Jenkins  Court  received  $25,000 to pay  certain  professional  fees
incurred during the bankruptcy proceedings.

Although  Jenkins  Court no longer owns its investment  property  and
will   no   longer  have  property  operations,  the  Jenkins   Court
partnership will remain in existence until the resolution of  certain
partnership assets and liabilities.

Also, as mentioned in Item 7, on November 11, 1994 the current holder
of  the  mortgage note and an unsecured note of Portland Lofts  filed
judicial  foreclosure  proceedings against Portland  Lofts  for  non-
payment   of   the  unsecured  note.   Portland  Lofts'  successfully
contested  through  the  court the right of  the  current  holder  to
foreclose  on  the property. 

Portland Lofts' position was  that  the default  claimed on the 
unsecured note does not constitute a  default on the mortgage note.
On August 25, 1995, the court issued a summary judgment in favor of
Portland Lofts.

                          K-5



However,  the current holder continues to pursue the payment  of  the
$550,000 unsecured note through litigation.  While this case is still
in  the discovery phase, debt service payments on the unsecured  note
have  been paid by Portland Lofts and accepted by the current holder.
The current holder maintains that acceptance of debt service payments
does  not constitute a waiver of its rights under the note.  Portland
Lofts  continues to negotiate with the current holder to resolve  the
dispute  out of court.  The result of such negotiations  or  a  court
decision cannot be determined at this time.

To  the best knowledge of the General Partner, neither 402 Julia  nor
the   Cosmopolitan   is  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-6


                               PART II

Item 5.   Market  for  Registrant's  Units and  Related  Unit  Holder
          Matters.

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

(b)  As of March 20, 1996, there were 2,519 holders of Units.

The  Amended  and  Restated  Agreement of  Limited  Partnership  (the
Partnership  Agreement)  requires that  any  Cash  Flow  (as  defined
therein)  be  distributed quarterly to the investor limited  partners
(Limited  Partners) in specified proportions and priorities and  that
Sale  or Refinancing Proceeds (as defined therein) be distributed  as
and  when  available.  There are no restrictions on the Partnership's
present or future ability to make distributions of Cash Flow or  Sale
or  Refinancing Proceeds.  For the years ended December 31, 1995  and
1994,  no  distributions of Cash Flow or Sale or Refinancing Proceeds
were  paid or accrued to the Limited Partners.
    
                                 K-7


Item 6.   Selected Financial Data.
<TABLE>
<CAPTION>

                                     Periods Ended December 31,

                                  1995        1994         1993            1992            1991
                             (Unaudited)  (Unaudited)  (Unaudited)     (Unaudited)    
<S>                          <C>          <C>          <C>             <C>            <C>          
Revenues                     $ 2,164,691  $ 2,187,421  $ 2,074,655     $  1,853,948   $  1,532,934 

Net Loss                     $(1,928,010) $(1,391,927) $(1,476,662)    $ (1,234,413)  $ (2,090,741)

Net Loss per weighted
  average Unit outstanding   $    (71.79) $    (51.83) $    (54.98)    $     (45.96)  $     (77.85)

Total Assets as of
  December 31,               $17,160,719  $19,092,470  $19,495,840     $ 20,211,720   $ 20,817,113

Long Term Debt, excluding
  discount as of Dec. 31,    $17,579,606  $18,496,144  $17,884,892     $ 17,500,000   $ 17,500,000

Cash Distributions per
  weighted average Unit      $      0.00  $      0.00  $      0.00     $       0.00   $       0.00
  outstanding

Rehabilitation Tax Credit
  per Unit                  $      0.00   $      0.00  $      0.00     $       0.00   $       12.93
______________________________________________________
See Item 7 for a discussion of the factors that may materially affect
the foregoing information in future years.
              

                                       K-8

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

Liquidity  and  Capital  Resources.  The Partnership  terminated  its
offering  of  Units  on  December 29, 1989,  at  which  time  Limited
Partners  had  purchased  26,588 Units,  representing  gross  capital
contributions  of  $26,588,000.   As  of  December  31,   1995,   the
Partnership  had  invested  an  aggregate  of  $11,158,064  in  three
Investee  Partnerships which owned or acquired real  properties,  the
rehabilitation of which has qualified for Rehabilitation Tax Credits.
The  Partnership has also invested $5,000,000 in real  property  that
the  Partnership has purchased directly and was required to  place  a
total of $2,000,000 in an escrow account with the mortgage lender for
this  property  for the purpose of funding operating  deficits.   The
disposition  of  this  escrow account in January  1995  is  discussed
below.   In  August  1995, the title and deed to  the  Jenkins  Court
property  was  transferred to mortgage holder.  The  Partnership  had
invested $6,563,064 in Jenkins Court.

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

In  December  1992, the Cosmopolitan's original mortgage  lender  was
purchased  by Mellon Bank, N.A., referred to as the holder of the
mortgage note.  The holder, as of December 31, 1995, continued to
service the mortgage loan and hold the escrowed funds.

On  January 5, 1995, the Partnership consummated The Second Amendment
to   Loan  Agreement  (Second  Amendment)  with  the  holder  of  the
Cosmopolitan's mortgage to resolve a dispute over the  funds  of  the
escrow  account.  The Partnership maintained that the interest earned
from  the  escrow account and the overfunding should be paid  to  the
Partnership.   The  holder  maintained  that  interest   earned   was
additional  security on the mortgage note.  The terms of  the  Second
Amendment allow the Partnership to be paid the overfunded amount  and
the  interest  earned on the escrow account, (totaling  approximately
$421,000).  Also, the Partnership received an option to purchase  the
mortgage  note  for  the  fair market value  of  the  property.    In
exchange, the Partnership released the principal funds in the  escrow
account  (approximately $1,311,000) as a payment to  the  outstanding
mortgage balance and agreed to reduce the maturity date from December
18,  1999  to  December 18, 1996.  In summary, at  the  January  1995
closing   of   the   Second  Amendment,  the   Partnership   received
approximately $286,000 and released funds of approximately $1,311,000
for  payment  of  mortgage  principal and approximately  $15,000  for
payment  of  finance fees.  As discussed below, the  Partnership  was
paid  the  approximately $123,000 remaining in the escrow account  in
March 1996 when the mortgage note was purchased.

Subsequently,  on  March  20,  1996,  the  Partnership  completed   a
transaction   by  which,  simultaneously,  the  mortgage   note   was
purchased,  the  property was transferred  to  an  entity  which  the
Partnership  was  a 50% owner, and the property was  refinanced.   As
part  of the transaction, the Partnership contributed title and  deed

                               K-9



of  the  property  to the Cosmopolitan at Mears Park,  LLC  (CMP),  a
Delaware  limited liability company, for a 50% ownership interest  in
CMP.   An affiliate of CMC contributed $650,000 in cash to CMP for  a
50%  ownership  interest in CMP.  CMP obtained a $7,000,000  mortgage
note  on  the  property from a new lender.  On  the  March  20,  1996
transaction date, the previous holder of the Cosmopolitan's  mortgage
was  paid  $7,650,000, the agreed upon purchase price of the mortgage
note.   In 1996, the transaction will result in a gain on forgiveness
of  debt of approximately $10,000,000 and a loss on transfer  of  the
property  of approximately $9,100,000 to the Partnership.  Also,  the
transaction  will  not generate any recapture of  Rehabilitation  Tax
Credits  to  the Partnership in 1996.  The new mortgage note  on  the
property:   bears  interest  at  9.14%;  amortizes  over  a  25  year
schedule;  requires monthly payments of principal and interest,  real
estate  tax  escrow  and  replacement reserve  payments  of  $59,416,
$28,069 and $4,250, respectively; and matures in April 2003, at which
time  all  unpaid  principal  and  accrued  interest  is  due.

As  of  December 31, 1995, the Partnership had approximately $788,600
of total cash, of which approximately $526,000 was not insured by the
Federal Deposit Insurance Corporation.

As  of  December 31, 1995, the Partnership had reserved approximately
$202,200  for  the  property  operations, approximately  $94,200  for
security deposits, and approximately $123,100 for working capital  of
the Cosmopolitan.  Also, as of December 31, 1995, the Partnership had
approximately $246,500 of unrestricted cash allocated for Partnership
reserves   and  administrative  operating  expenses,   as   well   as
approximately  $122,600 of restricted reserves which the  Partnership
will  receive  as  part  of the purchase of  the  mortgage  note  and
refinancing of March 1996, as discussed above.

The  Partnership does not expect to further strengthen its short term
liquidity  position through cash flow from the Investee Partnerships.
Based  on preliminary budgetary analysis, the Partnership does expect
to receive some cash flow distributions from CMP.

As further discussed later under Results of Operations, Jenkins Court
transferred deed and title of its investment property to  the  holder
of the mortgage on August 31, 1995.  Also, the holder of the mortgage
note  and  an  unsecured note on Portland Lofts continues  to  pursue
payment of the $500,000 unsecured note through litigation.

Portland Lofts and 402 Julia have reached stabilized occupancy levels
which  currently  allow each of these Investee  Partnerships  to  pay
respective  operating and debt service obligations.   However,  until
market conditions improve allowing for increased rental rates,  these
Investee Partnerships will not generate any additional cash  flow  to
distribute  to  the  Partnership.  The Cosmopolitan,  which,  through
March 20, 1996, the date of refinancing, was financed with a mortgage
which  requires  payment of the lesser of cash flow  or  a  7%  fixed
interest rate, will not generate cash flow in excess of the 7%  fixed
interest rate and consequently, will not distribute cash flow to  the
Partnership   through  March  20,  1996.   After   refinancing,   the
Partnership expects to receive some cash flow distribution  from  CMP
in 1996.

                                K-10


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
an  initial  payment  of $100,000 which was paid in  September  1993,
followed by annual payments of $3,500 from 1994 to 2016 and  a  final
payment  of  $4,500 in 2017.  In 1993, the Partnership  recognized  a
loss  of  $56,620  on the sale of one-third of its  interest  in  402
Julia.   As  of  December 31, 1995, one-third of the  Investment  Tax
Credits  earned  and fully vested from 402 Julia by  the  Partnership
equals $83,770.  The sale transaction did not generate any Investment
Tax Credit recapture.

The  Partnership is seeking other alternatives to build its  reserves
which  include,  but are not limited to, the sale  of  the  remaining
interest in 402 Julia.  If the Partnership fails to secure additional
reserves,  it may result in significant adverse consequences  to  the
Partnership including its inability to continue in business.

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

Results   of  Operations.   The  Partnership's  allocable  share   of
operating losses in the Investee Partnerships ranges from 65% to 99%.
Losses  allocated from the Investee Partnerships to  the  Partnership
totaled approximately $16,000 in 1995 which represents the loss  from
402  Julia  of  approximately $13,000 and  includes  amortization  of
approximately  $3,000.   Generally,  under  the  equity   method   of
accounting,   an   investment  may  not  be   carried   below   zero.
Accordingly,  since the Jenkins Court and Portland Lofts  investments
were  fully  reserved for in 1990, the Partnership has  not  recorded
it's  share  of losses beyond its 1992 investment in and advances  to
these  Investee  Partnerships.  At December 31, 1995,  $1,330,000  of
losses  are  unrecorded  for Portland Lofts,  respectively.   In  the
future, income from Portland Lofts will not be recorded until all the
unrecorded losses have been offset.

The  Partnership  incurred  total  losses  under  generally  accepted
accounting principles of approximately $1,928,000 in 1995,  including
its  allocable  share  of  loss  from  an  Investee  Partnership   of
approximately $16,000.  Since inception, the Partnership has received
$4,351,001 of Rehabilitation Tax Credits from its direct interest  in
the  St.  Paul,  Minnesota property and was allocated  an  additional
$4,861,910 from its Investee Partnerships. Such amounts were in  turn
allocated to the Partnership's partners.

The property achieved stablilized occupancy in 1992.  Certain income
and expense itmes, including rental income, payroll, real estate taxes
and utilities experienced normal inflationary increases from 1993 to
1994 to 1995.  The decrease from 1993 to 1994 and the increase from
1994 to 1995 of operating and administrative expenses are due to the
fees and other administrative expenses associated with engaging third
party entities in 1993 and 1995 to perform asset management, accounting
and investor services for HPP'89.  Professional fees during 1994 were
high due to the legal and other professional fees associated with the

                            K-11



negotiations concerning the financial situations of the Cosmopolitan,
Portland Lofts and Jenkins Court.

Other operating expenses increased in 1994 as a result of increased
painting, carpeting and appliance replacement due to higher turnover.
Interest and other income was significantly reduced in 1995 because
of the reduced interest income earned from an operating escrow.  In
January of 1995, approximately $1,311,000 of the operating escrow,
was used to pay down the mortgage note.  The increase in interest
expense is a function of the amortization of the discount on the
mortgage note payable.

In  general, the Investee Partnerships and the real property directly
owned  have  completed  the lease-up phase.   Three  properties  have
essentially met leasing expectations albeit, in some cases  at  rents
below  original expectations, while one had slower leasing  than  was
originally projected.

Both 402 Julia and the Cosmopolitan are residential properties with
traditional, annual leases to individuals that expire within one year
of signing.  Portland Lofts is a mixed-use building with 91 
residential units and 29,250 square feet of commercial space. The
residential leases are traditional, annual leases to individuals that
expire within one year of signing.  There are 19 commercial units, with 
leases which range in length from one to seven years.  The largest
commercial tenant occupies only 5.8% of the total square feet of the
property.

402  Julia  has had better than 90% occupancy levels since July  1990
and  was approximately 92% leased at December 31, 1995.  This 24 unit
residential  building  has benefited from  a  relatively  strong  New
Orleans market.

The  Cosmopolitan  had  leased approximately  98%  of  its  units  at
December 31, 1995, and has met occupancy projections.  This 255  unit
property operates in a very competitive lowertown St. Paul market and
has  steadily leased up since 1992.  Consequently, rental  income  of
the  Partnership increased from $1,941,548 in 1993 to  $1,975,795  in
1994  to  $2,043,735  in  1995.   Also, increased  rental  operations
resulted in increased expenses, particularly expenses associated with
utilities and real estate taxes.  This property was financed  through
March 20, 1996 (date of refinancing) with a long term, favorable rate
mortgage  which included required debt service payments of cash  flow
only during the first three years and the lesser of cash flow or a 7%
fixed interest rate, and during the fourth year through maturity,  if
amounts  paid  for debt service were less than the contract  interest
rate,  the  unpaid  amount was added to the mortgage  balance.   Debt
service   required  in  1995  under  the  cash  flow   mortgage   was
approximately  $1,233,000, of which approximately $865,000  has  been
paid  and  approximately $368,241 has been added to the principal  of
the mortgage note.

As  noted in the Liquidity and Capital Resources section, on  January
5,  1995, the Partnership resolved a dispute with the holder  of  the
Cosmopolitan's  mortgage over certain amounts in an  escrow  account.

As a result, the Partnership was provided with certain funds from the
escrow  account and the opportunity to purchase the mortgage note  at

                                   K-12

the fair market value of the property, in exchange for the release of
the  principal funds from the escrow account as a payment toward  the
mortgage  principal  and a reduction of the mortgage  term  by  three
years.

Also,  as  noted  in the Liquidity and Capital Reserves  section,  on
March  20,  1996 the Partnership completed a transaction  whereby  it
paid  the  purchase  price of the mortgage  note  with  the  previous
holder, transferred deed and title to the Cosmopolitan property to  a
new entity for a 50% ownership interest, and secured new financing on
the property. There was no recapture of Rehabilitation Tax Credits as
a result of this transaction.

As a result of the March 20, 1996 transfer of 50% of the ownership in
the Cosmopolitan property, HPP'89 will no longer have operations
directly due to real estate activity.  The Partnership will account
for its investment in CMP under the equity method of accounting.

Jenkins  Court, a 174,000 square foot property, like many  commercial
buildings throughout the country, has had slower leasing results  and
received  lower rents than originally projected.  As a  result,  this
property  had  difficulty meeting the obligations on its construction
loan  and did not have the necessary funds to complete tenant  fitout
for the remainder of the building.

On  July  2, 1992, Jenkins Court entered into the Second Amended  and
Restated  Agreement (the Amended Agreement) with the lender which  in
summary,  forgave approximately $4,033,000 of accrued interest,  late
fees  and  extension  fees, divided the construction  loan  into  two
separate  promissory notes (Promissory Notes A and B),  and  required
Jenkins  Court  to set up escrow accounts for debt service  shortfall
and   for  real  estate  taxes  and  contractual  lease  buyouts   of
obligations to former landlords of existing tenants.

Both  Promissory Note A and Promissory Note B had a maturity date  of
June  15, 1993.  However, upon the lender's satisfaction that certain
terms  and conditions have been fulfilled, the lender shall have  the
right  to extend the maturity date for two periods of one year  each.
The extension terms and conditions included, but were not limited to:
1)  compliance with all covenants in the Amended Agreement, and 2)  a
payment of $250,000 for each one year extension period which will  be
deposited  into a restricted replacement account held by  the  lender
for future use by Jenkins Court.  As discussed later in this section,
the lender extended the maturity date of Promissory Notes A and B  on
June 15, 1993.

Promissory  Note A originally consisted of $12,200,000  of  principal
outstanding under the original loan plus up to $1,478,171  which  may
be   advanced  by  the  lender  to  Jenkins  Court  for  new   tenant
improvements as required.  Monthly payments of principal and interest
are based upon a 25 year amortization period.  The note bore interest
at 7.25% for the first year, and was to bear interest at the lender's
cost of funds rate, as defined, plus 2% for each extension period, if
applicable.   As  discussed  later in detail  in  this  section,  the
interest  rate  for the first extension period was  amended  in  June
1993.

                             K-13


Promissory Note B originally consisted of the remaining $9,260,092 of
outstanding  principal  due  under the  original  construction  loan.
Monthly payments will be calculated based on Net Operating Income, as
defined  in  the Amended Agreement, reduced by debt service  payments
made  pursuant to Promissory Note A and replenishments to the  escrow
accounts.  This note provides for an interest rate of 7.75%  for  the
first  year, 8.75% for the second year and 9.75% for the third  year,
if  applicable.   Any shortfall between all interest and  other  debt
service  payments  due for any month and the actual  monthly  payment
received  by  the lender shall accrue and be added to the outstanding
principal balance of Promissory Note B.

On  June 15, 1993, the lender extended the maturity date of the notes
until  June  15, 1994 under the following conditions.   The  required
deposit  of  $250,000  to  the  restricted  replacement  account  was
deferred until maturity and shall be recorded and recognized  as  due
and  payable  at  that time.  The interest rate  of  the  outstanding
balance of Promissory Note A was adjusted to 5.5%.  The interest rate
of  any  additional borrowings for Promissory Note A was adjusted  to
1.5% above the lender's commercial lending rate.

The  lender  retained  the  option  to  rescind  the  entire  Amended
Agreement  if Jenkins Court commenced or participated as  an  adverse
party  in any suit or proceeding against the lender relating  to  the
original  loan  or  the Amended Agreement.  If such  rescission  took
effect,  all  amounts previously forgiven and all amounts  due  would
have been payable upon the lender's demand.  In addition, subject  to
the  provisions of the Amended Agreement, the lender reserved any and
all  rights  and  remedies which it may have had  against  any  party
pursuant to the original loan documents.

At any time after a Future Default Event or Maturity Date (both terms
defined  in  the  Amended Agreement), whichever first  occurred,  the
lender may have requested that Jenkins Court deed the property to the
lender in lieu of foreclosure.

Management of Jenkins Court was negotiating with the lender to extend
the  Notes to June 15, 1995.  On September 30, 1994, the lender  sold
Notes  A and B to a real estate investment entity, the current holder
of  the notes.  Management of Jenkins Court entered negotiations with
the  current holder to extend or restructure the notes.  On  November
23,  1994, the current holder presented a demand for payment in  full
of  the  balance  of  the  Notes and accrued  interest  thereon.   On
November  23,  1994, Jenkins Court filed a petition for relief  under
Chapter 11 of the federal bankruptcy laws in United States Bankruptcy
Court  for  the jurisdiction of the Eastern District of Pennsylvania.
Under Chapter 11, certain claims against the Partnership in existence
prior  to  the  filing  of  the petition  for  relief  under  federal
bankruptcy  laws  were stayed while Jenkins Court continued  business
operations  as Debtor-in-Possession.  The acceptance  of  a  plan  of
reorganization through the bankruptcy proceeding was highly  unlikely
and  Jenkins  Court  had maximized the vesting of its  remaining  tax
credits for 1995 on June 30, 1995.

As discussed in Item 3, Jenkins Court and the mortgage holder entered
into  a  settlement  agreement on August 31,  1995,  to  resolve  the
bankruptcy litigation.  As part of the settlement agreement,  Jenkins

                            K-14

Court  transferred the deed and title to the property to the mortgage
holder  in lieu of foreclosure proceedings.  The transaction resulted
in  a  loss  on  transfer  of property of $1,142,247  in  1995.   The
mortgage  holder agreed to release Jenkins Court and  its  guarantors
for the entire indebtedness, Jenkins Court received $25,000 to pay
certain professional fees incurred during the bankruptcy proceedings,
and the case was dismissed from Federal Banckruptcy Court.The  transfer
of  the deed and title resulted in  the  recapture  of $44,451 of
Rehabilitation Tax Credits in 1995.

Although  Jenkins  Court no longer owns its investment  property  and
will   no   longer  have  property  operations,  the  Jenkins   Court
partnership will remain in existence until the resolution of  certain
partnership  assets  and  liabilities.   These  liabilities   include
approximately  $94,000  of trade payables,  as  well  as  a  $250,000
default loan and accrued interest thereon, which has been provided by
HPP'89  and  secured by the developer's interest in  an  unaffiliated
limited partnership.

In  1990, HPP'89 reserved against its investment in Jenkins Court  in
the  accompanying financial statements, reducing such  investment  to
zero  due  to the substantial doubt that Jenkins Court would continue
as a going concern.

HPP'89  might  be  liable as a general partner of Jenkins  Court  for
certain  creditor  claims, with recourse to HPP'89,  that  cannot  be
satisfied  by  Jenkins  Court or the developer general  partner,  and
there  might  be adverse tax consequences to the Limited Partners  of
HPP'89.  Rehabilitation Tax Credits relating to Jenkins Court,  which
are  subject to recapture due to the transfer of the property to  the
mortgage  holder,  totaled $44,451 or 1.5% of  the  total  $2,828,201
Rehabilitation Tax Credits allocated to HPP'89 from Jenkins Court.

Despite a residential market that is still recovering from the recent
soft real estate market, at December 31, 1995, Portland Lofts reached
94% occupancy of residential units and approximately 96% occupancy of
net  rentable  commercial space.  Two new first class buildings  that
compete  for  tenants  with  our property  had  reduced  their  rents
significantly  in  an  effort  to lease-up  their  buildings.   These
competitor actions had caused a review and the eventual reduction  of
Portland  Loft's rents which had resulted in an increase in occupancy
but  at  lower  rents  than originally projected.   Construction  was
completed on the building's final phase in April 1991.

Portland  Lofts'  $6,800,000 construction loan matured  on  March  1,
1992.  On  June 30, 1992, Portland Lofts refinanced the  construction
loan through a variable rate mortgage note maturing on April 1, 1997.
The  note is collateralized by the property, rents and other  income,
and guaranteed by the developer general partner.

In  July  1993, the mortgage loan and a $550,000 unsecured note  were
purchased  by a real estate investment entity (the current holder  of
the  mortgage and unsecured notes).  The current holder  claims  that
the  unsecured  note  matured on March 1, 1992 and  is  in  technical

                              K-15

default. It is Portland Lofts' position that the maturity date of the
unsecured  note  had been effectively extended to correspond  to  the
maturity date of the mortgage note.  Also, the current holder  claims
that  a  default for non-payment of the unsecured note constitutes  a
default of the mortgage note.

On  October 7, 1994, the current holder demanded full payment of  the
unsecured  note  by November 10, 1994.  The guarantors  of  the  note
maintained  that they were unable to make full payment on  the  note.
On  November  11, 1994, the current holder filed judicial foreclosure
proceedings  against Portland Lofts for non-payment of the  unsecured
note.   Portland Lofts successfully contested through the  court  the
right  of  the current holder to foreclose on the property.  Portland
Lofts'  position was that the default claimed on the  unsecured  note
does  not  constitute a default on the mortgage note.  On August  25,
1995, the court issued a summary judgment in favor of Portland Lofts.

However,  the current holder continues to pursue the payment  of  the
$550,000 unsecured note through litigation.  While this case is still
in  the discovery phase, debt service payments on the unsecured  note
have  been paid by Portland Lofts and accepted by the current holder.
The current holder maintains that acceptance of debt service payments
does  not constitute a waiver of its rights under the note.  Portland
Lofts  continues to negotiate with the current holder to resolve  the
dispute  out of court.  The result of such negotiations  or  a  court
decision cannot be determined at this time.

On  June  30, 1995, Portland Lofts extended the maturity  date  of  a
$400,000  note payable which matured on February 28, 1994, and  which
is  secured  by  the  developer  general  partner's  interest  in  an
unrelated  property.  The note payable was originally extended  until
December  31,  1995,  with the option to extend for  five  additional
successive one year periods, and was further extended until  December
31, 1996.

As  mentioned  above,  court  proceedings  have  been  filed  against
Portland  Lofts for nonpayment of the $550,000 unsecured  note  which
the  current  holder maintains matured on March 1, 1992,  and  is  in
technical  default.  These factors, among others, continue  to  raise
substantial  doubt about Portland Lofts' ability  to  continue  as  a
going  concern.  In 1990, HPP'89 reserved against its  investment  in
Portland  Lofts,  reducing  such  investment  to  zero  due  to   the
substantial doubt about the Portland Lofts' ability to continue as  a
going concern. At December 31, 1995 and December 31, 1994, HPP'89 had
unrecorded   losses  of  approximately  $1,330,000  and   $1,089,000,
respectively, associated with Portland Lofts.

In  addition, if Portland Lofts were no longer able to continue as  a
going  concern,  HPP'89  might be liable  as  a  general  partner  of
Portland Lofts for certain creditor claims, with recourse to  HPP'89,
that  cannot be satisfied by Portland Lofts or the developer  general
partner  and  there might be adverse tax consequences to the  Limited
Partners of HPP'89.

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  are  highly

                              K-16



leveraged  in  view of the fact that each property is  subject  to  a
large  construction  or  long-term first  mortgage  loan.   Operating
expenses  and  rental  revenues  of  each  property  are  subject  to
inflationary factors.  Low rates of inflation could result in  slower
rental  rate  increases,  and to the extent that  these  factors  are
outpaced  by  increases in property operating expenses  (which  could
arise  as  a  result  of general economic circumstances  such  as  an
increase  in  the  cost  of energy or fuel, or  from  local  economic
circumstances), the operations of the Partnership 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  operations.   Although,  to  the  extent   rent
increases  are  commensurable, the burden  imposed  by  the  mortgage
leverage  is  reduced with a favorable effect.   Low  levels  of  new
construction  of similar projects and high levels of  interest  rates
may  foster demand for existing properties through increasing  rental
income and appreciation in value.

Item 8.   Financial Statements and Supplementary Data.

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

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

Previously  disclosed in the Partnership's Report on Form  8-K  which
was filed on December 17, 1991.

                                 K-17



                               PART III

Item 10.  Director and Executive Officer of the Registrant.

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

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

   Name                       Office             Age

Terrence P. Sullivan    President and Director    49

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


          (c)  Certain Significant Employees.

               None.

          (d)  Family Relationships.

               None.

          (e)  Business Experience.

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

Terrence  P.  Sullivan, 49, 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, over 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

                                K-18


Units  of  limited  partnership interest.  From  1972  to  1978,  Mr.
Sullivan was Tax Shelter coordinator for the Boston office of  White,
Weld & Co., Inc., an investment banking firm.  Mr. Sullivan graduated
from  Worcester  Polytechnic Institute in 1968  with  a  Bachelor  of
Science degree in mechanical engineering.

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

          (f)  Involvement in Certain Legal Proceedings.

               None.

Item 11.  Executive Compensation.

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

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

The  following  table sets forth the amount of expense reimbursements
which  the  Partnership paid to or accrued for  the  account  of  the
General  Partner and its affiliates for the years ended December  31,
1995, 1994 and 1993:


Receiving      Type of               Amount of Compensation
Entity      Compensation           1995        1994        1993
                               (Unaudited) (Unaudited)(Unaudited)

General     Reimbursement of
Partner     Administrative
and/or      Expenses           $   67,955  $   92,126 $   47,688
Affiliates

            Total              $   67,955  $   92,126 $   47,688

                               K-19



For the years ended December 31, 1995, 1994 and 1993, the Partnership
allocated  to  the General Partner unaudited taxable income  loss  of
$20,545,  $13,919 and $14,767, respectively.  See Note 7 of Notes  to
Financial  Statements for additional information  about  transactions
between the Partnership and the General Partner and its affiliates.

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

          (a)     Unit  Ownership of Certain Beneficial Owners.

No  person  or group is known by the Partnership to be the beneficial
owner  of  more than 5% of the outstanding Units at March  20,  1996.
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
20,  1996.   However,  a  former  Vice President  of  Boston  Capital
Planning purchased 20 Units ($20,000) in the Partnership during 1989.
No  officer  or director of PAS or Boston Capital Planning,  nor  any
general  partner of the General Partner, nor any of their  respective
affiliates, possesses the right to acquire Units.

          (c) Change in Control.

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

Item 13.  Certain Relationships and Related Transactions.

See  Note  7  of Notes to Financial Statements for information  about
transactions between the Partnership and the General Partner and  its
affiliates.   See  Item  11  above  for  information  concerning  the
reimbursements  which  the Partnership paid to  or  accrued  for  the
account of the General Partner and its affiliates for the years ended
December 31, 1995, 1994 and 1993.

                                K-20



                               PART IV

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

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

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

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

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

          (b)Reports on Form 8-K - The Partnership did not  file  any
          Current  Reports on Form 8-K during the fourth  quarter  of
          1995.


                                 K-21


                              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 29, 1996           By:
                                     Terrence P. Sullivan,
                                      President

                      and


Date:  March 29, 1996      By:
                                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
                           Partnership and President, Principal
Terrence P. Sullivan            Executive Officer and Director of
                           Portfolio Advisory Services, Inc.,
Date: March 29, 1996            General Partner of Boston Historic
                           Partners Limited Partnership.

                           Principal Financial and Principal
                           Accounting Officer of Portfolio
                           Advisory Services, Inc., General
Terrence P. Sullivan       Partner of Boston Historic Partners
                           Limited Partnership
Date: March 29, 1996

                                K-22



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

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

                                K-23




         	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP


                        	FINANCIAL STATEMENTS

           	FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                            	(UNAUDITED)



                      ANNUAL REPORT ON FORM 10-K/A

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


                   INDEX TO FINANCIAL STATEMENTS


									Page

               Financial Statements of Historic Preservation
	                  Properties 1989 Limited Partnership

        		Balance Sheets as of December 31, 1995 and 1994	F-3
		           Statements of Operations for the Years Ended
			                      December 31, 1995, 1994 and 1993	F-4
		    Statements of Partners' Equity (Deficiency) for the
			          Years Ended December 31, 1995, 1994 and 1993	F-5
		           Statements of Cash Flows for the Years Ended
		                      	December 31, 1995, 1994 and 1993	F-6
		                          Notes to Financial Statements	F-8
		                           Financial Statement Schedule
		            	Schedule III - Real Estate and Accumulated
							                        Depreciation Held Directly
							                      and by Investee Partnerships	F-24



         Financial Statements of Jenkins Court Associates
	       Limited Partnership (the Jenkintown, Pennsylvania
                                   	Investee Partnership)

        		Balance Sheets as of December 31, 1995 and 1994	F-26
		           Statements of Operations for the Years Ended
		                      	December 31, 1995, 1994 and 1993	F-27
		    Statements of Partners' Equity (Deficiency) for the 
			          Years Ended December 31, 1995, 1994 and 1993	F-28
		           Statements of Cash Flows for the Years Ended
	                      		December 31, 1995, 1994 and 1993	F-29
		                         Notes to Financial Statements	 F-30





                   									Page  F-1




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

       		Balance Sheets as of December 31, 1995 and 1994	F-41
	          	Statements of Operations for the Years Ended
			                     December 31, 1995, 1994 and 1993	F-42
	   	Statements of Partners' Equity (Deficiency) for the 
			         Years Ended December 31, 1995, 1994 and 1993	F-43
          		Statements of Cash Flows for the Years Ended
	                     		December 31, 1995, 1994 and 1993	F-44
	                         	Notes to Financial Statements	F-45
		                          Financial Statement Schedule
			           Schedule III - Real Estate and Accumulated
						                                      Depreciation	F-55


                                  F-2

       	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                            	BALANCE SHEETS

                       	DECEMBER 31, 1995 AND 1994

                              	(UNAUDITED)

                                	ASSETS

									                         	1995			1994	
INVESTMENT IN REAL ESTATE
	Building and improvements	$	15,922,298	$	15,905,929
	Land and land improvements	 	1,171,079	  	1,171,079
	Furniture and equipment	      	526,875 	   	514,466  
									                  $	17,620,252	$	17,591,474

	Accumulated depreciation	 	 (2,853,348)		(2,369,351)
										                   14,766,904 	 15,222,123  

INVESTMENTS IN INVESTEE
   PARTNERSHIPS		             3,923,802		9,411,043
	Less reserve for realization
   of investments	in Investee
   Partnerships	            	(3,469,267)	(8,940,322) 

	
                   									  	 454,535		    470,721  

CASH, of which $542,088 and $1,964,586 
	was restricted in 1995 and 1994, 
	respectively		                 788,602	  	2,213,934
	
DUE FROM INVESTEE PARTNERSHIPS      		-	      	3,000
DEFERRED EVALUATION AND
 ACQUISITION COSTS, net of
	accumulated amortization 
 (1995, $186,640;
 	1994, $155,530)	           	1,057,739  		1,088,849

OTHER ASSETS	                   	92,939     		93,843  

                   								 $17,160,719 	$19,092,470  


                          	LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:

	Mortgage payable          	$	17,579,606	$	18,496,144
		Less discount on mortgage
  payable                   		(1,059,719)		(1,990,161)
                   									$	16,519,887	$	16,505,983

	Accounts payable                		5,366	     	23,476
	Accrued expenses and
 other liabilities             		262,618 		   262,153  

		Total liabilities        	$	16,787,871	  	16,791,612

COMMITMENTS AND CONTINGENCIES 
(Notes 4, 6 and 7)

PARTNERS' EQUITY:
	Limited Partners' equity - Units of Investor Limited 
	Partnership interest, $1,000 stated value per 
	Unit - Issued and
 outstanding 26,588 units      		600,455	   	2,509,185
	General Partner's equity 
 (deficiency)		                 (227,607)		   (208,327)

 		Total partners' equity      		372,848   		2,300,858 
 
                    								$ 17,16O,719 	$	19,092,470  

                                  F-3


       	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         STATEMENTS OF OPERATIONS

            FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                               (UNAUDITED)

                                							 			 1995	    		 1994	   		  1993	
REVENUES:
	Rental income                      	$	2,043,734	$	1,975,795	$	1,941,548
	Interest and other income 		            120,957   		212,626   		133,107 

                             										2,164,691 		2,188,421 		2,074,655 
EXPENSES:
	Operating and administrative 
		(Notes 4 and 8)                        120,242		   101,985   		224,647
	Professional fees		                      11,549	    	70,556		    16,822
	Depreciation and amortization	         	524,903		   513,745	   	516,090
	Property operating expenses:
		Payroll services		                     200,839   		204,169   		192,670
		Utilities		                            302,788	   	309,112	   	281,679
		Real estate taxes 		                   330,492	   	322,640   		309,127
		Other operating	                      	422,025   		404,648   		343,305 
 
	                             									1,912,838 		1,926,855 		1,884,340 

INCOME FROM OPERATIONS                   251,853     261,566     190,315        

INTEREST EXPENSE                      (2,163,677) (1,638,696) (1,573,232)

LOSS ON SALE OF	INTEREST IN
 INVESTEE PARTNERSHIP                                           ( 56,620)

EQUITY IN LOSS OF INVESTEE
 PARTNERSHIPS                            (16,186)    (14,797)    (37,125)

NET LOSS                            $ (1,928,010)$(1,391,927)$(1,476,662)

NET LOSS ALLOCATED TO GENERAL
 PARTNER                                 (19,280)     (13,919)    (14,767)

NET LOSS ALLOCATED TO LIMITED
	PARTNERS                             (1,908,730)  (1,378,008) (1,461,895)

NET LOSS PER UNIT OF INVESTOR
 LIMITED PARTNERSHIP INTEREST
 BASED ON 26,588 UNITS OUTSTANDING       (71.70)       (51.83)     (54.98)

                                      F-4




         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

           FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                              (UNAUDITED)


	                        				Units of
						                      	Investor		  	Investor	  	General
							                      Limited		   	Limited	    Partner's	
							                      Partnership		Partners'   Equity	
					                      		Interest			  Equity			   (Deficiency)     Total 



BALANCE,
	 December 31, 1992           		26,588	$	5,349,088  	$	(179,641)	$	5,169,447

		 Net loss
			(Unaudited)                  		-   		(1,461,895)   		(14,767)		(1,476,662)

BALANCE,
	 December 31, 1993
		    (Unaudited)	             	26,588 		3,887,193 		  (194,408) 		3,692,785 

		 Net loss	             	
                                     - 	 (1,378,008)    (13,919)    (1,391,927)
			 (Unaudited)	            	                                             

BALANCE,
	 December 31, 1994	            26,588	   2,509,185		   (208,327)    2,300,858
	      (Unaudited)

		 Net loss
			 (Unaudited)	               	     - 	 (1,908,730)    	(19,280) 		(1,928,010)

BALANCE
	 December 31, 1995
		     (Unaudited)		            26,588   	$	600,455  	$	(227,607)  	$ 	372,848  

    
                                        F-5   


           	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                         	STATEMENTS OF CASH FLOWS

            	FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                             	(UNAUDITED)

</TABLE>
<TABLE>
<CAPTION>


                                  								1995       			1994	       		1993	
<S>                               <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss	                      		$	(1,928,010)	$	(1,391,927)	$	(1,476,662)
	Adjustments to reconcile net loss 
		to net cash provided by (used in)
		operating activities:
			Depreciation and amortization		     524,903	     	513,745     		516,090
			Amortization of discount on note 
				payable 		                         930,442		     296,356     		279,464
			Deferred interest expense added to
 				principal of mortgage payable	   	394,087     		611,252     		384,892
			Equity in loss of investee 
    partnerships		                      16,186		      14,797      		37,125
			Loss on sale of interest in 
				investee partnership	                   	-	           	-	      	56,620
			Increase (decrease) in accrued 
				expenses and other liabilities    		(9,595)	      	60,331	    	105,046
			Increase (decrease) in
    accounts payable	                 	(18,110)		      20,618	     	(8,620)
			Decrease in other assets	           	10,701       		 4,807     		16,331  
			 Net cash provided by (used in) 
				  operating activities		           (79,396)     		129,979    		(89,714)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to building and improvemts  (16,369)	           	-		     (6,702)
	Purchase of furniture and equipment  		(2,349)	           	-		           -	
	Decrease (increase) in due from 
		investee partnerships                		3,000	        	1,522		      5,625
Proceeds from sale of interest in
		investee partnership		                     -  		          - 	   	100,000 	
		   Net cash provided by (used in)
			   investing activities	           	(15,718)       		1,522     		98,923  

CASH FLOW FROM FINANCING ACTIVITIES:	
   Principal payment on mortgage 
	  note payable                     (1,310,625)	            	-	         	-
  Payment of deferred financing
          fees                         (19,593)              -           -
   Net cash used in
          financing activities    		(1,330,218)             	-	         	-
	
NET INCREASE (DECREASE) IN CASH   		(1,425,332)	       	131,501    		9,209

CASH, BEGINNING OF YEAR	            	2,213,934      		2,082,433 	2,073,224  

CASH, END OF YEAR                   	$	788,602     	$	2,213,934 $	2,082,433  
</TABLE>

                                      F-6


	
         	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                  	STATEMENTS OF CASH FLOWS (CONTINUED)

           	FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                          	(UNAUDITED)


                                    										1995 	  	 	1994   			1993	
									

SUPPLEMENTAL CASH FLOW INFORMATION:
    	Cash paid for interest	             $	832,170 	$	731,291 	$	809,686

									 		 	
NONCASH FINANCING ACTIVITY
		During 1995 and 1994, interest expense
			not paid from net cash flow was added
			to the mortgage payable (Note 6).    	$	394,087  $	611,252 	$	384,892  


                                    F-7






(1)	Organization

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

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

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

(2) 	General Partner - BHP

	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, 
1995, BHP had established three such partnerships, including HPP'89.

(3)	Summary of Significant Accounting Policies

	Investments in Investee Partnerships

HPP'89 accounts for its investments in its three limited 
partnerships (the Investee Partnerships) 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 Partnership is recorded as income (loss) 
with a corresponding increase (decrease) to the investment

                               F-8



(3)	Summary of Significant Accounting Policies (Continued)

	Investments in Investee Partnerships (Continued)

account.  Distributions received are recorded as reductions to the 
investment account.  Expenditures attributable to HPP'89 investments 
(primarily evaluation and acquisition fees and interest expense incurred 
during construction periods) are treated as additional investment basis 
and are amortized on a straight-line basis over the estimated life of the 
investee assets (40 years).

	Use of Estimates

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

	Depreciation

	Investment in real estate is held for lease and stated at cost. 
Depreciation is computed on a straight-line basis over 40 years for real 
property and over seven years for personal property.

	Cash

	At December 31, 1995 and 1994, HPP'89 had approximately $526,000 and 
$2,050,000, respectively, of cash in excess of amounts insured by the 
Federal Deposit Insurance Corporation.

	Deferred Evaluation and Acquisition Costs

	Expenditures related to the direct purchase of real estate have been 
capitalized and were being amortized on a straight-line basis over the 
estimated life of real property (40 years).

	Income Taxes

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

                               F-9




(3)	Summary of Significant Accounting Policies (Continued)

	Rental Income

	As discussed in Note 5, HPP'89 has a direct ownership interest in a 
property located in St. Paul, Minnesota.  Revenues under short-term 
operating leases from that property are recorded when due.

(4)	Investments in Investee Partnerships, and Commitments and 
Contingencies

	During 1989, HPP'89 acquired a general partnership interest in the 
Investee Partnerships, as well as a direct interest in a property located 
in St. Paul, Minnesota (Note 5).  Each Investee Partnership placed a 
property in service in December 1989 and commenced initial leasing 
activity.  HPP'89's current allocable percentage of operating losses in 
the Investee  Partnerships ranges from 65% to 99%.  The Investee 
Partnerships incurred unaudited combined loss of ($1,328,853), 
($1,252,947) and ($1,508,736) in 1995, 1994 and 1993, of which 
($1,266,192),($1,190,951)and ($1,437,106) was allocated to HPP'89 in 
1995, 1994 and 1993, respectively.

	Each of the Investee Partnership agreements is different but, in 
general, provides for a sharing of management duties and decisions among 
HPP'89 and the respective local general partners and certain priorities 
to HPP'89 with respect to return on and return of invested capital.  
Significant Investee Partnership decisions require the approval of both 
HPP'89 and the local general partners.  In addition, each Investee 
Partnership has entered into various agreements with its local general 
partners, or their affiliates, to provide development, management and 
other services, for which the local general partners (or their 
affiliates) are paid fees by the respective Investee Partnership.

	Following is summary information regarding the Investee Partnerships 
and HPP'89's investments therein:

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

   HPP'89 contributed $6,563,064 through December 31, 1995, to the 
capital of Jenkins Court and acquired a general partnership interest 
therein.  HPP'89's investment in Jenkins Court represented approximately 
36% of the aggregate amount which HPP'89 has contributed to the capital 
of its three

                                F-10


(4)	Investments in Investee Partnerships, and Commitments and 
Contingencies (Continued)

Partnerships and to purchase its direct interest in the Cosmopolitan 
Building (Note 5).

	On July 2, 1992, Jenkins Court and the lender entered into the 
Second Amended and Restated Settlement Agreement (the Amended Agreement). 
In summary, under the Amended Agreement:  the lender forgave 
approximately $4,033,000 of accrued interest, late fees and extension 
fees; divided the construction loan into two separate promissory notes 
(Promissory Notes A and B); and required Jenkins Court to set up escrow 
accounts for debt service shortfall and real estate taxes and contractual 
lease buyout obligations to former landlords of existing tenants.

	Both Promissory Note A and Promissory Note B had a maturity date of 
June 15, 1993.  However, upon the lender's satisfaction that certain 
terms and conditions have been fulfilled, the lender shall have the right 
to extend the maturity date for two periods of one year each.  The 
extension terms and conditions included, but were not limited to:  
1) compliance with all covenants in the Amended Agreement, and 2) a 
payment of $250,000 for each one year extension period which will be 
deposited into a restricted replacement account held by the lender for 
future use by Jenkins Court.  As discussed later in this footnote, the 
lender extended the maturity date of Promissory Notes A and B on June 15, 
1993.

	Promissory Note A originally consisted of $12,200,000 of principal 
outstanding under the original loan plus up to $1,478,171 which may be 
advanced by the lender to Jenkins Court for new tenant improvements as 
required.  Monthly payments of principal and interest were based upon a 
25 year amortization period.  The note bore interest at 7.25% for the 
first year, and was to bear interest at the lender's cost of funds rate, 
as defined, plus 2% for each extension period, if applicable.  As 
discussed later in detail in this footnote, the interest rate for the 
first extension period was amended in June 1993.

	Promissory Note B originally consisted of the remaining $9,260,092 
of outstanding principal due under the original construction loan. 
Monthly payment requirements were calculated based on Net Operating 
Income, as defined in the Amended Agreement, reduced by debt service 
payments made pursuant to Promissory Note A and replenishments of the 
escrow accounts. This note provided for an interest rate of 7.75% for the 
first year, and 8.75% and 9.75% for the second and third years, if 
applicable. Any shortfall between all interest and other debt service 
payments due for any month and the actual monthly payment received by the

                             F-11


 
(4)	Investments in Investee Partnerships, and Commitments and 
Contingencies (Continued)

lender should have accrued and been added to the outstanding principal 
balance of Promissory Note B.

	On June 15, 1993, the lender extended the maturity date of the notes 
until June 15, 1994 under the following conditions.  The required deposit 
of $250,000 to the restricted replacement account was deferred until 
maturity and shall be recorded and recognized as due and payable at that 
time.  The interest rate of the outstanding balance of Promissory Note A 
was adjusted to 5.5%.  The interest rate of any additional borrowings for 
Promissory Note A was adjusted to 1.5% above the lender's commercial 
lending rate.

	The lender retained the option to rescind the entire Amended 
Agreement if Jenkins Court commenced or participated as an adverse party 
in any suit or proceeding against the lender relating to the original 
loan or the Agreement.  If such rescission took effect, all amounts 
previously forgiven and all amounts due would have been payable upon the 
lender's demand.  In addition, subject to the provisions of the Amended 
Agreement, the lender reserves any and all rights and remedies which it 
may have had against any party pursuant to the original loan documents.

	At any time after a Future Default Event or Maturity Date (both 
terms defined in the Amended Agreement), whichever first occurred, the 
lender may have requested that Jenkins Court deed the property to the 
lender in lieu of foreclosure.

	The terms of the note not only secure the building, land and all 
improvements, but also grant a security interest and rights to all leases 
and rents upon an event of default under the notes.  The notes are 
guaranteed by the local general partner and limited partner.

	Management of Jenkins Court was negotiating with the lender to 
extend the Notes to June 15, 1995.  On September 30, 1994, the lender 
sold Notes A and B to a real estate investment entity, the current holder 
of the notes.  Management of Jenkins Court entered negotiations with the 
current holder to extend or restructure the notes.  On November 23, 1994, 
the current holder presented a demand for payment in full of the balance 
of the Notes and accrued interest thereon.  On November 23, 1994, Jenkins 
Court filed a petition for relief under Chapter 11 of the federal 
bankruptcy laws in United States Bankruptcy Court for the jurisdiction of 
the Eastern District of Pennsylvania.  Under Chapter 11, certain claims 
against the Partnership in existence prior to the filing of the petition 
for relief under federal bankruptcy laws are stayed while Jenkins Court 
continues business operations as Debtor-in-Possession.  The acceptance of

                                  F-12




4)	Investments in Investee Partnerships, and Commitments and 
   Contingencies (Continued)
 
a plan of reorganization through the bankruptcy proceeding was highly 
unlikely and Jenkins Court had maximized the vesting of the majority of 
its remaining tax credits on June 30, 1995.

	On August 31, 1995, Jenkins Court and the mortgage holder entered 
into a settlement agreement to resolve the bankruptcy litigation. As part 
of the settlement agreement, Jenkins Court transferred the deed and title 
to the property to the mortgage holder in lieu of foreclosure 
proceedings.  The mortgage holder agreed to release Jenkins Court and its 
guarantors for the entire indebtedness and Jenkins Court received $25,000 
to pay certain professional fees incurred during the bankruptcy 
proceedings.  The transfer of deed and title of the property to the 
mortgage holder resulted in a recapture of Rehabilitation Tax Credits in 
1995 of $44,451 to HPP'89.

	Although Jenkins Court no longer owns its investment property and 
will no longer have property operations, the Jenkins Court partnership 
will remain in existence until the resolution of certain partnership 
assets and liabilities.  These liabilities include approximately $94,000 
of trade payables, as well as a $250,000 default loan and accrued 
interest thereon which had been provided by HPP'89 and secured by the 
developer's interest in an unaffiliated limited partnership. 

	In 1990, HPP'89 reserved against its investment in Jenkins Court in 
the accompanying financial statements, reducing such investment to zero 
due to the substantial doubt that Jenkins Court would continue as a going 
concern.

	If Jenkins Court were no longer able to continue as a going concern, 
HPP'89 might be liable as a general partner of Jenkins Court for certain 
trade creditor claims, with recourse to HPP'89, that cannot be satisfied 
by Jenkins Court or the developer general partner and there might be 
adverse tax consequences to the Limited Partners of HPP'89. The  transfer 
of the deed and title to the  mortgage  holder in August of 1995 resulted 
in recapture of $44,451 of the Rehabilitation Tax Credits allocated to 
HPP'89, of which $44,007 was allocated to the Limited Partners of HPP'89.

	402 Julia Street Associates Limited Partnership (402 Julia) is a 
Delaware limited partnership formed on July 25, 1989 to acquire, 
construct, rehabilitate, operate and manage a 19,000 square foot site and 
the building situated thereon and to rehabilitate the building into 24 
residential units and approximately 3,500 net rentable square feet of 
commercial space located thereon at 402 Julia Street, New Orleans, 
Louisiana.  At December 31, 1995, 402 Julia had leased approximately 92% 
of its residential units and commercial space.

                               F-13


(4)	Investments in Investee Partnerships, and Commitments and 
    Contingencies (Continued)

	HPP'89 contributed $775,000 through December 31, 1995 to the capital 
of 402 Julia and acquired a general partnership interest therein. 
HPP'89's investment in 402 Julia represents approximately 4% of the 
aggregate amount which HPP'89 has contributed to the capital of its three 
Investee Partnerships and to purchase its direct interest in the 
Cosmopolitan Building (Note 5). 
	
	On September 16, 1993, HPP'89 sold one-third of its general 
partnership interest in 402 Julia to the developer general partner for 
$185,000.  HPP'89's percentage of interest in 402 Julia was thereby 
reduced from 98% to 65%.  The terms of the sale require an initial 
payment of $100,000, which was received in September 1993, followed by 
annual payments of $3,500 from 1994 to 2016 and a final payment of $4,500 
in 2017.  A total of $78,000 remains uncollected as of December 31, 1995 
and is secured by the interest sold to the developer general partner.  In 
1993, HPP'89 recognized a loss of $56,620 on the sale of one-third of its 
interest in 402 Julia.  As of December 31, 1995, one-third of the 
Investment Tax Credits earned from 402 Julia by HPP'89 equals $83,770. 
The sale transaction did not generate any Investment Tax Credit 
recapture.

	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 
107 residential units including ground floor space useable as either 
commercial space or as home/studio space for artists, located at 555 
Northwest Park Avenue in Portland, Oregon. At December 31, 1995, Portland 
Lofts had leased 94% of its residential units and approximately 96% of 
its net rentable commercial space.

	HPP'89 contributed $3,820,000 through December 31, 1995 to the 
capital of  Portland Lofts and  acquired a general partnership interest
therein.  HPP'89's investment in Portland Lofts represents 
approximately 21% of the aggregate amount which HPP'89 has contributed 
to the capital of its three Investee Partnerships and to purchase its 
direct interest in the Cosmopolitan Building (Note 5).

	Portland Lofts' $6,800,000 construction loan matured on March 1, 
1992.  On June 30, 1992, Portland Lofts refinanced the construction loan 
through a variable rate mortgage note maturing on April 1, 1997. The note 
is collateralized by the property, rents and other income, and guaranteed 
by the developer general partner.

	In July 1993, the mortgage loan and a $550,000 unsecured note were 
purchased by a real estate investment entity (the current holder of the
  
                                F-14


(4)	Investments in Investee Partnerships, and Commitments and 
   	Contingencies (Continued)

mortgage and unsecured notes).  The current holder claims that the 
unsecured note matured on March 1, 1992 and is in technical default.  It 
is Portland Lofts' position that the maturity date of the unsecured note 
had been effectively extended to correspond to the maturity date of the 
mortgage note.  Also, the current holder claims that a default for non-
payment of the unsecured note constitutes a default of the mortgage note. 
 
	On October 7, 1994, the current holder demanded full payment of the 
unsecured note by November 10, 1994.  The guarantors of the note 
maintained that they were unable to make full payment on the note.  On 
November 11, 1994, the current holder filed judicial foreclosure 
proceedings against Portland Lofts for non-payment of the unsecured note. 
Portland Lofts successfully contested through the court the right of 
the current holder to foreclose on the property.  Portland Lofts' 
position was that the default claimed on the unsecured note does not 
constitute a default on the mortgage note.  On August 25, 1995, the 
court issued a summary judgment in favor of Portland Lofts. 

	However, the current holder continues to pursue the payment of the 
$550,000 unsecured note through litigation.  While this case is still 
in the discovery phase, debt service payments on the unsecured note 
have been paid by Portland Lofts and accepted by the current holder. 
The current holder maintains that acceptance of debt service payments 
does not constitute a waiver of its rights under the note.  Portland 
Lofts continues to negotiate with the current holder to resolve the 
dispute out of court.  The result of such negotiations or a court 
decision cannot be determined at this time.

	On June 30, 1995, Portland Lofts extended the maturity date of a 
$400,000 note payable which matured on February 28, 1994, and which is 
secured by the developer general partner's interest in an unrelated 
property.  The note payable was  originally extended until December 31,
1995, with options to further extend for five additional successive one 
year periods, and has been further extended through December 31, 1996.

	The unaudited financial statements of Portland Lofts for the years 
ended December 31, 1995, 1994 and 1993, have been prepared  assuming that 
Portland Lofts will continue as a going concern.  In 1990, HPP'89 
reserved against its investment in Portland Lofts in the accompanying 
financial statements, reducing such investment to zero due to the 
substantial doubt that Portland Lofts would continue as a going concern. 
At December 31, 1995, HPP'89 had unrecorded losses of approximately 
$1,330,000 associated with Portland Lofts.

                             F-15



(4)	Investments in Investee Partnerships, and Commitments and 
    Contingencies (Continued)

	If Portland Lofts were no longer able to continue as a going 
concern, HPP'89 might be liable as a general partner of Portland Lofts 
for certain creditor claims, with recourse to HPP'89, that cannot be 
satisfied by Portland Lofts or the developer general partner and there 
might be adverse tax consequences to the Limited Partners of HPP'89.

	HPP'89's investments in the Investee Partnerships at December 31, 
1995 and 1994 are summarized as follows:


Cumulative:                                  		1995      			1994	
				                                        (Unaudited)		(Unaudited)

Investments and advances made in cash        $	4,845,000  $11,408,064
Evaluation and acquisition costs	               	835,709		  2,055,566
Interest capitalization and other costs		         39,615    		343,237
Equity in losses of Investee Partnerships		   (1,514,930)		(4,076,222)
Reserves for realization of investments	     	(3,469,267)		(8,940,322)
Amortization of certain costs		                  (39,972)		   (77,982)
Sale of one third interest of Investee
  Partnership 	                                	(241,620)	  	(241,620)

                                            			$ 454,535 	$   470,721  


	The above summary of HPP'89's investments in Investee Partnership 
does not include the investment in Jenkins Court and accumulated activity 
thereon as of December 31, 1995.

	The equity in losses of Investee Partnerships reflected in the 
accompanying statements of operations includes the unaudited allocated 
loss from Investee Partnerships of $12,934, $11,545 and $33,873 and the 
annual amortization of certain costs of $3,252, in 1995, 1994 and 1993, 
respectively.

                                 F-16



(4)	Investments in Investee Partnerships, and Commitments and 
    Contingencies (Continued)

	Summary combined balance sheets of the three Investee Partnerships 
as of December 31, 1995 and 1994, and summary combined statements of 
operations for the years ended December 31, 1995, 1994 and 1993 are as 
follows:


                           	COMBINED BALANCE SHEETS

                                	ASSETS
									                                         	1995	      		1994	
								                                     		(Unaudited)		(Unaudited)	
Buildings and improvements, net of accumulated
	depreciation of $1,882,175 and $5,522,790 in
	1995 and 1994, respectively                 	$	10,504,702	 $	26,931,712
Land							                                      1,032,326    	7,506,133
Other assets, net of accumulated amortization
	of $ 55,591 and $770,767 in 1995 and 1994,
	respectively		                                    358,154	   	2,280,105
Cash						                                       		101,744 		    230,137 

		Total assets                               	$	11,996,926  $	36,948,087 


                       	LIABILITIES AND PARTNERS' EQUITY

Liabilities:
	Mortgage and construction notes payable       	$	7,568,023 $	 7,647,844
	Other liabilities	                              	1,817,191	  	1,149,106
	Liabilities subject to compromise*		                     - 		24,192,073 

		Total liabilities	                            	 9,385,214 		32,989,023 

Partners' equity:
	HPP'89					                                      1,748,575		  3,021,959
	Other partners                                   		863,137    		937,105 

		Total partners' equity	                        	2,611,712  		3,959,064 

		Total liabilities and partners' equity       $	11,966,926 	$36,948,087 


*	Jenkins Court had $24,192,073 (unaudited) of liabilities as of 
December 31, 1994 that were subject to compromise due to Jenkins Courts' 
filing for protection through Chapter 11 federal bankruptcy proceedings. 
This amount consisted of $23,460,356 of construction notes payable and 
accrued interest and $731,717 of other liabilities.  With the transfer of 
the deed and title to the mortgage holder in August 1995, all liabilities 
associated  with the  building were  satisfied and the case was dismissed 
from Federal Bankruptcy Court.  Approximately $681,200 of partnership 
liabilities, including approximately $94,000 of trade payables, has been 
classified as other liabilities as of December 31, 1995.

                              F-17


(4)	Investments in Investee Partnerships, and Commitments and 
    Contingencies (Continued)


                 	COMBINED STATEMENTS OF OPERATIONS

                                    			 			1995	 		     1994	 		      1993	 
										                              (Unaudited)		(Unaudited)		 (Unaudited)
Revenues:
  Rental revenue                       $	2,635,084  	$	3,726,567	  $	3,262,101
  Interest and other income               		92,415 		     98,260 		     83,910  
										                               2,727,499 	  	3,824,827   		3,346,011  
Expenses:
  Interest expense		                       821,471		   2,118,563		   2,111,558
  Depreciation and amortization		        1,017,302		   1,488,679	   	1,455,234
Operating expenses		                     1,075,333   		1,527,662   		1,287,955  

	                               									2,914,106   		5,134,904 		  4,854,747  

Net loss before extraordinary gain
  and loss on transfer of property      		(186,607)		( 1,310,077) 		(1,508,736)

Extraordinary gain on
	settlement of liability                         -			     57,130 		         -   

Loss on transfer of property             1,142,247 		          -  	         -   

Net income (loss)	                    $	(1,328,854)	$ 	(1,252,947)	$(1,508,736)

Net income (loss) allocated to 
	HPP'89		                            	$	(1,266,194)	$ 	(1,190,951)	$(1,437,106) 

Net income (loss) allocated to 
	other partners                         	$	(62,660)    	$	(61,996)  	$	(71,630)



The net loss before extraordinary gain and loss on transfer of property 
for 1995 includes operating income from Jenkins Court  of $74,608 through 
August 31, 1995, the date of transfer of the property.


                                      F-18

(5)	Investment in Real Estate

	On December 18, 1989, HPP'89 acquired land and a building containing 
255 residential units and approximately 1,700 square feet of commercial 
space located at 250 6th Street and 366 Wacouta Street, St. Paul, 
Minnesota (the Cosmopolitan). The building has been renovated, and 
certain renovation costs have qualified for Rehabilitation Tax Credits. 
HPP'89 purchased the Cosmopolitan for one dollar and assumed mortgage 
indebtedness with a face value of $22,500,000.  In accordance with the 
terms of the Purchase and Sale Agreement, HPP'89 paid $5,000,000 at the 
closing which was used to repay a portion of the outstanding mortgage 
loan principal.

	The building was recorded at the net purchase price of the net 
indebtedness assumed (Note 6) plus the amount paid at the closing. 
Subsequent improvements have been recorded at cost.  HPP'89's investment 
in the Cosmopolitan represents approximately 39% of the aggregate amount 
which HPP'89 has contributed to the capital of its three Investee 
Partnerships and to purchase its direct interest in the Cosmopolitan.  At 
December 31, 1995, the Cosmopolitan had leased approximately 98% of its 
residential units.

(6) 	Mortgage Payable, Restricted Cash and Subsequent Event

	The mortgage HPP'89 assumed relating to its purchase of the 
Cosmopolitan had an original maturity date of December 18, 1999.  

	For the first 36 months, interest due was at the lesser of the 
contract interest rate (principal outstanding at 7% interest) or net cash 
flow, as defined under the note.  During the 37th through the 120th 
months of the note, interest is due at the contract interest rate.  To 
the extent that contract interest exceeds net cash flow during the 37th 
(January 1993) through the 120th month, such amounts will accrue and be 
added to the principal balance (Additional Principal).  The entire unpaid 
principal balance, including Additional Principal, contract interest and 
Contingent Interest, as defined, will be due and payable at maturity. 
Contract interest due for 1995 and 1994 totaled $1,233,236 and 
$1,342,347, respectively, of which $394,088 and $611,258, respectively, 
exceeded net cash flow and has been added to the principal balance.  Net 
cash flow due for the year ended December 31, 1995 totaled $864,995.  As 
of December 31, 1995 and 1994, interest payable totaled $105,957 and 
$98,988. 

	In December 1992, the Cosmopolitan's original mortgage lender was 
purchased by Mellon Bank, N.A., referred to as the holder of the mortgage 
note.  The holder, as of December 31, 1995, continued to service the 
mortgage loan and hold the escrowed funds.

                                   F-19


(6) 	Mortgage Payable, Restricted Cash and Subsequent Event (Continued)

	In January 1995, HPP'89 consummated an agreement with the holder of 
the mortgage note to amend certain provisions within the mortgage note 
including the maturity date.

	For financial reporting purposes, the discount on the mortgage note 
payable has been recorded to reflect an effective interest rate of 10% 
over the life of the loan. Due to the advancement of the maturity date, 
as discussed below, the effective interest rate was amended on January 1, 
1995 to 14.04% to amortize the remaining discount over the remaining life 
of the mortgage note.  Amortization of the discount amounted to $930,442, 
$296,329 and $279,464 for 1995, 1994 and 1993 respectively, and is 
reflected as interest expense.

	The note is secured by a first mortgage encumbering the premises, 
the assignment of HPP'89's rights, title and interest in the leases, and 
the assignment of its depository accounts.

	In accordance with the terms of the original mortgage agreement 
related to the Cosmopolitan, HPP'89 was required to establish an interest 
bearing operating account (Operating Account) with the mortgage lender 
for the Cosmopolitan in the initial amount of $1,000,000.  An additional 
$1,000,000 was added to this account on January 15, 1990. Principal funds 
could have been withdrawn from the operating account if the expenditures 
were in accordance with the approved budget between the mortgage lender 
and HPP'89, with the approval of the mortgage lender, or after HPP'89 
makes six consecutive debt service payments.  Any principal funds 
remaining in this account may have been returned to HPP'89 under the 
terms of the loan agreement.

	As of December 31, 1994, the balance of HPP'89's Operating Account 
consisted of $1,310,623 of principal funds, $121,770 of an initial 
overfunding, and $299,729 of interest earned.

	On January 5, 1995, HPP'89 consummated the Second Amendment to the 
Loan Agreement (Second Amendment) with the holder of the mortgage note on 
the Cosmopolitan to resolve a dispute over funds in the restricted escrow 
account (which had a balance of approximately $1,732,000).  HPP'89 
maintained that the interest earned from the escrow account of 
approximately $300,000 and a previous overfunding of approximately 
$120,000 should be paid to HPP'89.  The holder maintained that interest 
earned was additional security on the mortgage note.  The terms of the 
Second Amendment allowed HPP'89 to be paid the interest earned on the 
escrow account and overfunded amount.  Also, HPP'89 received an option to 
buy the mortgage note for the fair market value of the property. In 
exchange, HPP'89 released the principal funds of the escrow account 
(approximately $1,311,000) for  payment to  the outstanding mortgage



                            F-20



(6) 	Mortgage Payable, Restricted Cash and Subsequent Event (Continued)

and agreed to reduce the maturity date of the note from December 18, 1999 
to December 18, 1996.  In summary, at the closing of the Second 
Amendment, HPP'89 received approximately $286,000 (consisting of the 
overfunding, interest earned thereon, and one-half of interest earned on 
principal funds of the original Operating Account) and released for 
payment approximately $1,311,000 for mortgage principal and approximately 
$15,000 for finance fees.  As of December 31, 1995, $122,593 remained in 
the escrow account.  As discussed below, HPP'89 was paid the 
approximately $123,000 remaining in the escrow account (one-half of 
interest on principal funds of the original Operating Account and 
interest thereon) on March 20, 1996, the date of purchase of the mortgage 
note.

	In accordance with the Second Amendment, HPP'89 established a tenant 
security deposit account with the current holder of the mortgage note. As 
of December 31, 1995, the security deposit account totaled $94,194.

	Also in accordance with the Cosmopolitan's mortgage agreement, 
HPP 1989 established a working capital reserve (Working Capital Account) 
for apartment rollover expenses and working capital items.  As of 
December 31, 1995 and 1994, the balance of the Working Capital Account 
totaled $123,129 and $120,214, respectively. Furthermore, due to HPP'89's 
cash flow debt service mortgage agreement, the cash accounts maintained 
for the daily operations of the Cosmopolitan are effectively reserved for 
the Cosmopolitan only.  As of December 31, 1995 and 1994, the balance of 
Cosmopolitan's operating accounts equaled $202,172 and $269,500, 
respectively.

	Subsequently on March 20, 1996, the Partnership completed a 
transaction by which the mortgage note was purchased and the property was 
refinanced.  As part of the transaction, the Partnership contributed 
title and deed of the property to the Cosmopolitan at Mears Park, LLC 
(CMP), a Delaware limited liability company, for a 50% ownership interest 
in CMP.  An affiliate of CMC contributed $650,000 in cash to CMP for a 
50% ownership interest in CMP.  CMP obtained a $7,000,000 mortgage note 
on the property from a new lender.  Simultaneously on March 20, 1996, the 
previous holder of the Cosmopolitan's mortgage was paid $7,650,000, the 
agreed upon purchase price of the mortgage note.  In 1996, the 
transaction will result in a gain on forgiveness of debt of approximately 
$10,000,000, as well as a loss on the transfer of property of 
approximately $9,100,000 to the Partnership.  This transaction will not 
generate any recapture of Rehabilitation Tax Credits to the Partnership. 
The new mortgage note on the property:  bears interest at 9.14%; 
amortizes over a 25 year schedule; requires monthly payments of principal 
and interest, real estate tax escrow and replacement reserve payments of

                                 F-21  



 (6) 	Mortgage Payable, Restricted Cash and Subsequent Event (Continued)

$59,416, $28,069 and $4,250, respectively; and matures in April 2003, at 
which time all unpaid principal and accrued interest is due.

	The proforma effect of this transaction on the balance sheet of 
HPP'89 had it occurred as of December 31, 1995 would be as follows:


                       	BALANCE SHEET - PROFORMA
	                         DECEMBER 31, 1995
                              	ASSETS

	Investment in Investee Partnerships, net	           $	1,104,535
	Cash	                                                  	185,514
	Other Assets		                                            4,736  

                                                   		$	1,294,785  


                  		LIABILITIES AND PARTNERS' EQUITY

	Accounts payable	                                       $	5,366
	Accrued expenses and other liabilities		                 19,900  

		Total liabilities	                                     	25,266

	Limited Partners' equity                             	1,488,159
	General Partner's equity                             		(218,640)

		Total partners' equity                             		1,269,519  

                                                    	$	1,294,785  


	The transaction would have had no effect on operating revenues and 
expenses, but would have resulted in a net gain on settlement of 
debt/transfer of property of $896,671.  Through December 31, 1995 and the 
period through March 20, 1996, HPP'89 will record the operating activity 
of the property directly on its financial statements.  From March 20, 
1996, the Partnership will record the activity of CMP on the equity 
basis.

                                 F-22


(7)	Transactions With Related Parties and Commitments

	In January 1992, HPP'89 hired Hillcrest Asset Management, Inc. 
(Hillcrest), an unaffiliated Massachusetts corporation, to assist the 
general partner in providing accounting, asset management and investor 
services to HPP'89.  Hillcrest provided such services for a monthly 
management fee plus reimbursement of all its operating costs of providing 
such services.  For the period of January 1, 1993 to June 30, 1993, 
HPP'89 paid management fees of $24,000 to Hillcrest and reimbursed 
Hillcrest's operating expenses of approximately $88,400.  This contract 
expired on June 30, 1993.

	In July 1993, HPP'89 engaged Portfolio Advisory Services, Inc. 
(PAS),  corporate general partner of BHP,  to provide  asset  management,
accounting, and investor services to HPP'89.  PAS performed such services 
for no fee, but was reimbursed for all operating costs of providing such 
services.  This agreement extended until September 30, 1995.  For the 
period January 1, 1995 to September 30, 1995, the year ended December 31, 
1994, and the period July 1, 1993 to December 31, 1993, PAS was 
reimbursed approximately $68,000, $92,100 and $47,700, respectively, for 
asset management, accounting and investor services to HPP'89.

	On October 1, 1995, HPP 89 engaged Claremont Management Corporation 
(CMC), an unaffiliated Massachusetts corporation, to provide asset 
management, accounting and investor services.  The initial term of the 
contract with CMC extends until June 30, 1997, and is automatically 
extended on a yearly basis unless otherwise terminated as provided for in 
the agreement.  According to the contract, CMC is reimbursed for all 
operating costs and is paid an annual fee of $76,800.    During 1995, CMC
was paid fees totaling $19,200 and was reimbursed for operating costs 
totaling approximately $15,400. 
	
	HPP'89 paid accounting and other fees on behalf of certain Investee 
Partnerships totaling $7,500 in 1995, 1994 and 1993, respectively.  
Amounts unreimbursed to HPP'89 as of December 31, 1994 totaled $3,000.

(8)	Fair Value of Financial Instruments

	The carrying amounts of cash, escrows, rents receivable, accrued 
expenses, accrued interest and security deposits approximate their fair 
values due to their short maturities.  The fair value of HPP'89's 
mortgage note payable in the carrying amount of $16,519,896 is 
approximately $7,650,000 based on the amount accepted by the holder in 
full settlement of amounts due under the mortgage note payable on March 
20, 1996.  The mortgage note payable is held for nontrading purposes.

                                 F-23
<TABLE>

              	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
	                                 SCHEDULE III
               	REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY AND
                           	BY INVESTEE PARTNERSHIPS
                               	DECEMBER 31, 1995
                                	(IN THOUSANDS)
                                 	(UNAUDITED)
					
<CAPTION>
                           
          
                                    	             			    Gross Amounts
				                                              	Costs Capitalized Subsequent				 at December 31,
		                             Initial Costs              		to Acquisition				      1995 (Note 1) **	
																											                                                  	               Accum-
																										                                                  	   	            -ulated
					                            	  Building &                								  Building &	 	  			   Deprec-	 	Date of 		 Date  Deprec
 Description and 	  	Encum- 					   Improve-    Improve-	Carrying 				  Improve-			Total			  iation		  Construct  int   Life
Ownership Percentage	brances 	Land  ments 		   	ments 			Costs  Land 			ments			   (Note 3)		(Note 2) 	or Rehab  	Acq   (Years)

Residential Building/Commercial Building
	402 Julia Street Associates  L.P.
	New Orleans, Louisiana
<S>                 <C>      <C>        <C>      <C>         <C>   <C>     <C>      <C>      <C>      <C>         <C>        <c
65%	              		1,038 	 	133 	     	282 	   	1,198     		145 		133 	  	1,625 		 1,758 		 274  	   8/1/89      7/25/89    40

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

99%              			7,750 		 900 	     	886 		   9,531     		345 		900 		 10,762 		11,662 	1,608    	8/31/89  	    8/8/89  	 40

Residential Building/Commercial Building
	The Cosmopolitan
	St. Paul, Minnesota

100%              18,491  	1,171   		15,466     		430 		      26  1,171   15,922 		17,093   2,853    5/1/86        12/18/89  40

Total            	27,279  	2,204	  $	16,634   11,159  $  	   516	$2,204	$	28,309	$	30,513 	 4,735                       

*	Face value of debt, see Note 6 to financial statements for further information regarding discounting of debt for financial report
  ing purposes,  additional principal, and purchase of mortgage note through a  subsequent event.

**	Investments in two investee partnerships have been written down to zero due to transfer of property (Jenkins Court) and
   continued net losses (Portland Lofts).  See Note 4 for additional information.

                                          	F-24


                 	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                             	SCHEDULE III (CONTINUED)
	                 REAL ESTATE & ACCUMULATED DEPRECIATION HELD DIRECTLY AND
	                             BY INVESTEE PARTNERSHIPS
	                               DECEMBER 31, 1995
	                                (IN THOUSANDS)
	                                  (UNAUDITED)

Note 1:	The aggregate cost of each property on a tax basis net of the reduction	
 due to the rehabilitation tax credit at December 31, 1995 and 1994 are 		
 as follows:
                           			1995			1994				

Jenkintown, Pennsylvania	$	     -	$	23,578		

New Orleans, Louisiana    		1,458	  	1,458		

Portland, Oregon          		9,733  		9,733		
		
St. Paul, Minnesota      		21,053	 	21,053		 
		
		                       $	32,244	$	55,822		

Note 2:	The changes in accumulated depreciation for the years ended
	December 31, 1995 and 1994 are as follows:

                          			1995			1994	

Balance at beginning  
 of period	               $	7,892	$	6,090

Depreciation during 
  the year		                  822	 	1,802

Write-off due to disposal 
 of property	$            	(3,979)   		-

                         	$	4,735	$	7,892
Note 3:  The changes intotal costs of land, building and improvements
 for the years ended December 31, 1995, and 1994 are a follows:
                           
                             1995    1994

Balance at beg of period   $57,038 $56,984

Additional Building and 
 Improvements                   76      76

Disposal of Building and
 Improvements(Jenkins Ct) $(26,601)      -

Balance at end of period  $ 30,513 $57,038
                                              F-25

</TABLE>
 



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


             	HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                   NOTES TO FINANCIAL STATEMENTS (Continued)

                FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                               (UNAUDITED)