UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549

                           FORM 10-Q

[X]  Quarterly  Report Pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the quarter ended    March  31, 1997
               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

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


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




   HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                           FORM 10-Q

                         MARCH 31, 1997

                       TABLE OF CONTENTS







PART  I  -  FINANCIAL INFORMATION

     Financial Statements

       Balance Sheets                                        3

       Statements  of Operations                             4

       Statements of Partners' Equity (Deficiency)           5

       Statements of Cash  Flows                             6

       Notes to Financial Statements                         7-13

      Management's Discussion and Analysis of Financial
              Condition and Results of Operations           14-16

PART II -  OTHER INFORMATION                                17

      Signatures                                            18



                                
                                2






        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                             BALANCE SHEETS

                  MARCH 31, 1997 AND DECEMBER 31, 1996
                                    
                                    
                                    
                                                1997         1996
                                             (Unaudited)
                                    
                                  ASSETS


INVESTMENTS  IN
    INVESTEE ENTITIES                        $  4,049,926  $  4,097,336
   Less  reserve  for  realization
    of investments in  Investee  Entities      (3,469,267)   (3,469,267)
                                             _____________ _____________
                                               
                                                  580,659       628,069


CASH AND CASH EQUIVALENTS                         170,229       163,316
OTHER ASSETS                                       75,155       101,155
                                             _____________ _____________  
                                               $  826,043     $ 892,540
                                             ============= =============   


                     LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable                             $    5,215     $   3,734
  Accrued expenses and other liabilities           22,250        42,110
                                              ____________ _____________
          Total liabilities                        27,465        45,844
                                              ____________ _____________
COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY:
  Limited Partners' Equity-Units of Investor Limited
     Partnership Interest, $1,000 stated value
      per  Unit-Issued  and outstanding
       26,588  units                             1,021,928    1,069,565
     General Partner's equity (deficiency)        (223,350)    (222,869)
                                             _____________   ___________
             Total    partners'   equity           798,578      846,696
                                             _____________   ___________
                                             $     826,043   $  892,540
                                             ==============  ===========




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

                                    3




        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                        STATEMENTS OF OPERATIONS

           FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                    
                               (UNAUDITED)
                                    


                                                1997         1996

REVENUES:
  Rental  income                          $         -   $   533,027
  Interest and other income                     2,276        12,347
                                          ____________  ____________
                                      
                                                2,276       545,374
                                          ____________  ____________
EXPENSES:
  Operating and administrative                 32,344        36,863
  Professional fees                             9,500        14,895
  Depreciation  and amortization                    -       124,804
  Property operating expenses
    Payroll services                                -        52,597
    Utilities                                       -        84,691
    Real estate taxes                               -        85,698
    Other operating                                 -        87,266
                                           ___________   ___________
                                               41,844       486,814
                                           ___________   ___________

                                              (39,568)       58,560



PROVISION FOR IMPAIRMENT OF REAL ESTATE AT
    TRANSFER OF OWNERSHIP INTEREST IN REAL
    ESTATE     TO    INVESTEE    ENTITY              -   (8,437,963)
                                           ____________  ___________


LOSS FROM OPERATIONS                           (39,568)  (8,379,403)

INTEREST EXPENSE                                  (140)    (507,513)

EQUITY IN INCOME (LOSS) OF INVESTEE ENTITY      (8,410)       6,970

EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT         -    9,182,017
                                            ___________  ___________
NET INCOME (LOSS)                           $  (48,118)  $  302,071
                                            ___________  ___________
NET INCOME (LOSS) ALLOCATED
      TO GENERAL PARTNER                    $     (481)  $    3,021
                                            ___________  ___________
NET  INCOME  (LOSS) ALLOCATED 
      TO LIMITED PARTNERS                   $  (47,637)  $  299,050
                                            ___________  __________
NET INCOME (LOSS) PER UNIT OF INVESTOR
       LIMITED PARTNERSHIP INTEREST, BASED ON
       26,588   UNITS  OUTSTANDING          $    (1.79)  $    11.25
                                            ___________  __________

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

                                    4




       HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

              STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

             FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND

                  FOR THE YEAR ENDED DECEMBER 31, 1996
                                    
                               (UNAUDITED)
<TABLE>
<CAPTION>
                                    

  
                               Units of
                               Investor          Investor
                               Limited           Limited       General
                               Partnership       Partners'     Partner's
                               Interest          Equity        (Deficiency)   Total
<S>                            <C>           <C>           <C>              <C> 
BALANCE,  December  31, 1995      26,588     $   600,455   $    (227,607)   $ 372,848

     Net  loss                         -         469,110           4,738      473,848
                               _________     ___________   ______________   _________
BALANCE,  December  31, 1996      26,588       1,069,565        (222,869)     846,696

     Net   income                      -         (47,637)           (481)    (48,118)
                               _________     ___________   ______________   _________
BALANCE,  March 31, 1997          26,588     $ 1,021,928   $    (223,350)   $798,578
                               _________     ___________   ______________   _________
</TABLE>







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

                                    5





        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                    
                        STATEMENTS OF CASH FLOWS
                                    
           FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                               (UNAUDITED)

                                            1997          1996

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                      $(48,118)     $           302,071
 Adjustments to reconcile net income
   (loss) to net cash provided by 
   (used in) operating activities:
      Depreciation and amortization             -                 124,804
         Amortization  of discount
         on mortgage payable                    -                 233,893
    Provision for impairment of real
      estate at transfer of
      ownership interest in real estate
      to investee entity                        -               8,437,963
    Extraordinary gain on
      extinguishment of  debt                   -              (9,182,017)
    Deferred interest expense added to
      the principal of mortgage payable         -                  78,237
    Equity  in  (income)  loss  in 
      investee  entity                      8,410                  (6,970)
    Decrease (increase) in other assets    26,000                 (14,227)
    Increase (decrease) in accounts 
      payable                               1,481                  (2,508)
    Increase (decrease) in accrued
      expenses and other liabilities      (19,860)                 73,550
                                         __________              _________    
    Net cash provided by (used in)
         operating   activities           (32,087)                 44,796
                                         __________              _________
CASH FLOWS FROM INVESTING ACTIVITIES:
     Distributions from investee entity    39,000                       -
     Purchase of furniture and  equipment                          (2,694)
     Cash payment at transfer of ownership
       interest in investment in real
       estate to investee entity                -                (679,567)
                                         _________               _________
           Net cash provided by (used in) 
           investing   activities          39,000                (682,261)
                                         _________               _________
NET INCREASE (DECREASE) IN CASH             6,913                (637,465)

CASH, BEGINNING OF PERIOD                 163,316                 788,602
                                         _________               _________
CASH, END OF PERIOD                      $170,229                $151,137
                                         _________               _________


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Cash paid for interest               $      -                $169,535
                                         _________               _________



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

                                    6








         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997

                                (UNAUDITED)
                                     
                                     
(1)  Organization and General  Partner - BHP

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

      The  general  partner of HPP'89 is Boston Historic  Partners  Limited
Partnership (BHP), a Massachusetts limited partnership.  BHP was formed  in
November  1986  for  the  purpose of organizing, syndicating  and  managing
publicly  offered  real estate limited partnerships (Public  Rehabilitation
Partnerships).   As  of  March  31, 1997, BHP had  established  three  such
partnerships, including HPP'89.

(2)  Basis of Presentation

      The  accompanying unaudited financial statements of HPP'89 have  been
prepared  in  accordance with generally accepted accounting principles  for
interim financial information and generally with instructions to Form  10-Q
and article 10 of Regulation S-X.  Accordingly, they do not include all  of
the  information  and  footnotes required by generally accepted  accounting
principles   for  complete  financial  statements.   In  the   opinion   of
management,  all  adjustments  (consisting of  normal  recurring  accruals)
considered necessary for a fair presentation have been included.  Operating
results  for  the  three months ended March 31, 1997  are  not  necessarily
indicative of the results that may be expected for the year ending December
31,  1997.  For further information, refer to the financial statements  and
footnotes thereto included in the Annual Report on Form 10-K for  the  year
ended  December  31,  1996  for HPP'89, as filed with  the  Securities  and
Exchange Commission.

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

      During  1989, HPP'89 acquired general partnership interests in  three
Investee  Entities, as well as a direct interest in a property  located  in
St.  Paul,  Minnesota.   Each such Investee Entity  placed  a  property  in
service in December 1989 and commenced initial leasing activity.

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

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

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

     Due to slow leasing activity, Jenkins Court had difficulty making debt
service payments on its construction loan since the origin of its loan.  In
July  1992, Jenkins Court and the lender entered into an agreement by which
the  construction  loan  was bifurcated into two notes  and  a  substantial
amount  of accrued interest, late fees and extension fees was forgiven.  In
June  1993, the lender extended the maturity date of the notes to June  15,
1994.

                                     7



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                     
                                (UNAUDITED)
                                     
                                     
 (3) Investments  in  Investee  Entities and Real Estate;  Commitments  and
     Contingencies (Continued)

      Management of Jenkins Court was negotiating with the lender to extend
the  notes  to  June 15, 1995. On September 30, 1994, the lender  sold  the
notes to a real estate investment entity, who became the new holder of  the
notes. Management of Jenkins Court entered negotiations with the new holder
to  extend  or restructure the notes. On November 23, 1994, the new  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 Jenkins Court 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.  Although the acceptance of a  plan  of
reorganization  through  the  bankruptcy proceeding  was  highly  unlikely,
Jenkins  Court had achieved a short-term goal of maximizing 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.

      Rehabilitation Tax Credits generated by Jenkins Court and  previously
allocated to HPP'89's Limited Partner totaled $2,799,919.  The transfer  of
deed  and  title  of  the property to the mortgage  holder  resulted  in  a
recapture  of Rehabilitation Tax Credits in 1995 of $42,229 (unaudited)  to
HPP'89,  of which $41,807 (unaudited) was allocated to the Limited Partners
of HPP'89. Tax credits allocated to the Limited Partners of HPP'89 totaling
$2,758,113  (unaudited) were vested on or before June 15, 1995.  Therefore,
98.5% (unaudited) of the Limited Partners' tax credits were vested prior to
the loss of the property.

      Although Jenkins Court no longer owns its investment property and  no
longer  has  property operations after August 31, 1995, the  Jenkins  Court
partnership  will  remain  in existence until  the  resolution  of  certain
partnership   assets   and   liabilities.   Partnership   assets    include
approximately $312,000 of unsecured receivables from the developer and  its
affiliates  which  have been fully reserved for as of  December  31,  1996;
partnership  liabilities include approximately $94,000  of  trade  payables
which  have  been fully reserved for as of December 31, 1996  since  HPP'89
does  not  believe such amount will be recourse to HPP'89,  as  well  as  a
$250,000  default loan and accrued interest thereon which had been provided
by  HPP'89  and  secured  by the developer's interest  in  an  unaffiliated
limited partnership.

      Since  the  fourth quarter of 1990, HPP'89 had reserved  against  its
investment  in Jenkins Court, reducing such investment to zero due  to  the
substantial doubt that Jenkins Court would continue as a going concern. Due
to  Jenkins  Court's  foreclosure in 1995, HPP'89's investment  in  Jenkins
Court  and  its  corresponding  reserve,  both  totaling  $5,471,055,  were
eliminated from the balance sheet as of December 31, 1995.

      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 March  31,
1997,  402  Julia had leased 100% of its residential units  and  commercial
space.

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

      Rehabilitation  Tax  Credits generated by 402  Julia  and  previously
allocated  to  HPP'89's Limited Partners totaled $248,796 since  inception.
As of March 1, 1995, 100% of these credits were fully vested.

       On  September  16,  1993,  HPP'89  sold  one-third  of  its  general
partnership  interest  in 402 Julia to the developer  general  partner  for
$185,000. HPP'89's percentage of interest in 402 Julia was thereby  reduced
from  98%  to  65%.  The terms of the sale required an initial  payment  of
$100,000,  which  was  received  in September  1993,  and  requires  annual
payments  of $3,500 through 2016 and a final payment of $4,500 in  2017.  A
total of $74,500 remains uncollected as of March 31, 1997 and is secured by
the interest sold to the developer general partner.


                                     8




         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                     
                                (UNAUDITED)


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

     For the three months ended March 31, 1997, HPP'89 recorded  net income
of $2,281 as well as amortization of $813, from 402 Julia.

      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 March 31, 1997, Portland Lofts had  leased
approximately 88% of its residential units and approximately 81% of its net
rentable commercial space resulting in a combined occupancy of 86% for  the
property.

     HPP'89 contributed $3,820,000 through March 31, 1997 to the capital of
Portland  Lofts  and owns a general partnership interest therein.  HPP'89's
investment in Portland Lofts represents approximately 21% of the  aggregate
amount  which  HPP'89 originally contributed to the capital  of  its  three
Investee  Entities acquired in 1989 and to purchase its direct interest  in
the Cosmopolitan Building.

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

      On June 20, 1996, Portland Lofts issued a promissory mortgage note to
a  bank  in  the amount of $5,625,000 and a promissory note to one  of  its
general  partners in the amount of $340,000 to provide sufficient funds  to
pay  in  full the previous mortgage holder an agreed upon settlement amount
of  $5,400,000 for all outstanding debt, as well as a $400,000 note payable
to  a  separate  lender,  and all related closing costs.   The  transaction
resulted in an extraordinary gain on extinguishment of debt of $1,656,579.

      In 1990, HPP'89 had reserved against its investment in Portland Lofts
reducing such investment to zero due to the substantial doubt that Portland
Lofts  may  not be able to continue as a going concern.  Due  to  the  debt
settlement  and  refinancing  completed in June  1996,  Portland  Lofts  is
expected to continue as a going concern. Generally, under the equity method
of  accounting, an investment may not be carried below zero.   Accordingly,
since  the  Portland Lofts Investment was fully reserved  for,  HPP'89  had
cumulative   unrecorded  losses  of  $1,325,926  at  December   31,   1995.
Principally a result of the extraordinary gain on extinguishment  of  debt,
Portland  Lofts  generated  net income of $1,547,514  for  the  year  ended
December   31,  1996  of  which  HPP'89  has  been  allocated   $1,532,039.
Consequently,  in  1996, HPP'89 was able to recover all of  its  cumulative
unrecorded  losses from Portland Lofts and recognize income in equity  from
its  investment  in Portland Lofts.  For the three months ended  March  31,
1997,  HPP'89  recorded  a net loss of $35,498 and  cash  distributions  of
$39,000 from Portland Lofts.

      The  Cosmopolitan at Mears Park, LLC (TCAMP)  On December  18,  1989,
HPP'89 acquired the Cosmopolitan Building containing 255 residential  units
and  approximately 2,200 square feet of commercial space.  The building was
renovated,  and  certain renovation costs qualified for Rehabilitation  Tax
Credits.   HPP'89 purchased the Cosmopolitan Building 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 Cosmopolitan Building was originally recorded at the net purchase
price of the net indebtedness assumed by HPP'89 plus the amount paid at the
closing.   Subsequent  improvements  were  recorded  at   cost.    HPP'89's
investment  in The Cosmopolitan Building represented approximately  39%  of
the aggregate amount which HPP'89 originally contributed to the capital  of
its  three  Investee Entities acquired in 1989 and to purchase  its  direct
interest in the Cosmopolitan Building.

       Rehabilitation  Tax  Credits  generated  by  the  purchase  of   the
Cosmopolitan Building and previously allocated to HPP'89's Limited Partners
totaled $4,307,491 since inception.  As of December 1, 1994, 100% of  these
tax credits were fully vested.

       Effective  March  15,  1996,  HPP'89  contributed  the  Cosmopolitan
Building,  and certain other assets and liabilities, to TCAMP  (a  Delaware
limited  liability  company) for a 50% ownership  interest.   Concurrently,
another  member  contributed $650,000 cash to TCAMP  for  a  50%  ownership
interest.   Simultaneously, TCAMP issued a mortgage note in the  amount  of
$7,000,000, the proceeds of which along with the $650,000 contributed  cash
were  used to settle in full HPP'89's mortgage note payable related to  the
Cosmopolitan  Building.   The fair value of the Cosmopolitan  Building  and
other  assets  contributed  by  HPP'89  approximated  the  fair  value   of
liabilities transferred to TCAMP by HPP'89 and the amount paid by TCAMP  to
settle  in  full HPP'89's mortgage note payable related to the Cosmopolitan
Building.  This transaction resulted in a provision for impairment of  real
estate of $8,437,963 to recognize a reduction to fair value at the date of 
contribution to TCAMP and an extraordinary gain on debt extinguishment of
$9,182,017 to recognize the  difference  between the amount outstanding under
the mortgage  payable and the amount accepted by the lender from TCAMP in
full settlement.
                                     
                                     
                                     9





         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997

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

Distributions from TCAMP to HPP'89 and the other members are subject to the
order  of  distributions as specified in the Operating Agreement of  TCAMP.
To  the  extent  that HPP'89 accumulates operating reserve amounts  greater
than  $140,000  at  the  end  of any fiscal year,  HPP'89  is  required  to
contribute   to   TCAMP,   such  excess  amounts  as   additional   capital
contributions.

      For the three months ended March 31, 1997, HPP'89 recorded net income
of  $25,620 from TCAMP.  Distributions in excess of net income and HPP'89's
original equity investment totaling $65,866 were recorded as equity  income
from Investee Entities for the year ended December 31, 1996.

      HPP'89's investments in the Investee Entities at March 31,  1997  and
December 31, 1996 are summarized as follows:

Cumulative:                              1997            1996
                                     (Unaudited)      (Audited)
                                                                  
Investments and advances made in    
   cash                             $   4,845,000    $   4,845,000
Evaluation and acquisition costs          835,709          835,709
Interest  capitalization  and  other       39,615           39,615
   costs
Equity   in   losses   of   Investee   (1,221,541)     (1,213,944)
   Partnerships
Reserves    for    realization    of   (3,469,267)     (3,469,267)
   investments
Amortization of certain costs             (44,037)        (43,224)
Distributions received from Investee 
   Entities                              (163,200)       (124,200)
Sale   of  one  third  interest   of  
   Investee Partnership                  (241,620)       (241,620)
                                     _____________   _____________
                                                                  
                                     $    580,659    $    628,069
                                     ____________    _____________

      The  above summary of HPP'89's investments in Investee Entities  does
not include the investment in and accumulated activities of Jenkins Court.

      The equity in loss of Investee Entities reflected in the accompanying
statements  of operations includes net allocated loss of $7,597 (unaudited)
for  the  three  months  ended March 31, 1997, and annual  amortization  of
certain costs of $813 for the three months ended March 31, 1997.


      Summary combined balance sheets of the four Investee Entities  as  of
March  31,  1997  and  December  31, 1996,  as  well  as  summary  combined
statements of operations for the three months ended March 31, 1997 and 1996
are  as  follows.   Certain  balances for 1996 have  been  reclassified  to
conform to their 1997 presentation.


                       COMBINED BALANCE SHEETS

                                ASSETS

                                           1997          1996
                                        (Unaudited)   (Audited)
                                            
Buildings  and improvements,  (net  of                          
  accumulated depreciation $2,534,904,
  1997; $2,350,515, 1996)               16,255,192    16,382,387
Land                                     2,041,326     2,041,326
Other assets (net of accumulated                          
  amortization $ 50,727, 1997;
  and $47,543,1996)                        445,513       711,942
Cash                                       475,232       296,895
                                      ____________  ____________   
         Total assets                 $ 19,217,263  $ 19,432,550
                                      ____________  ____________



                                    10



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997

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


                   LIABILITIES AND PARTNERS' EQUITY


                                           1997          1996
                                        (Unaudited)   (Audited)
                                            
Liabilities:                                                    
    Mortgage and notes payable          13,528,187    13,564,967
    Other liabilities                      817,670       743,804
                                       ___________  ____________        
    Total liabilities                   14,345,857    14,308,771
                                       ___________  ____________         
Partners' equity:                                               
    HPP'89                               3,593,708     3,640,377
    Other partners                       1,277,698     1,483,402
                                       -----------  ------------          
Total partners' equity                   4,871,406     5,123,779
                                       -----------  ------------              
Total liabilities and partners' equity $19,217,263   $19,432,550
                                       ===========   ===========               

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


                  COMBINED STATEMENTS OF OPERATIONS

                                            1997          1996
                                         (Unaudited)   (Unaudited) 
Revenue:                                                          
    Rental revenue                           896,601       354,982
    Interest  and  other income               13,719        11,220
                                          ----------   -----------
                                            910, 320       366,202
Expenses:                                                         
    Interest expense                         293,376       189,050
    Depreciation and amortization            152,037        85,331
    Operating expenses                       446,032       105,677
                                          ----------   -----------             
                                             891,445       380,058
                                          ----------   -----------            
Net income (loss)                             18,875       (13,856)
                                          ----------   -----------
Net income  (loss) allocated to HPP'89        (7,598)      (17,729)
Net  income  allocated  to                ----------   -----------
    other partners                            26,473         3,873
                                          ==========   ===========

Operations  of  the Cosmopolitan Building are included in the Partnership's
Statements of Operations for the quarter ending March 31, 1997.

                                     
                                     
                                     
                                    11




         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997

                                (UNAUDITED)
                                     
                                     
(4)  Mortgage Payable and Restricted Cash

       The  mortgage  HPP'89  assumed  relating  to  its  purchase  of  the
Cosmopolitan  Building had an original maturity date of December  18,  1999
and a contract interest rate of 7%.

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

      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 to  be  utilized  for
operating   deficit  and  certain  property  expenditures.   An  additional
$1,000,000 was added to this account on January 15, 1990.

      On  January 5, 1995, HPP'89 consummated the Second Amendment  to  the
Loan  Agreement (Second Amendment) with the holder by which HPP'89 received
an  option  to  buy  the mortgage note for the fair  market  value  of  the
property.  In exchange, HPP'89 paid down  approximately $1,311,000 from the
Operating  Account to the outstanding mortgage balance,  and  the  maturity
date  of the note was reduced from December 18, 1999 to December 18,  1996.
Also,  as  part  of  the  Second  Amendment,  HPP'89  received  payment  of
approximately  $286,000 of interest that had been earned in  the  Operating
Account.    As  discussed below, HPP'89 was paid the $123,000 remaining  in
the  Operating   Account on March 15, 1996, the date  of  purchase  of  the
mortgage note.

      For  financial  reporting  purposes, the  original  discount  on  the
mortgage note payable was 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 $233,893 for
1996 (unaudited), and as recorded as interest expense.

       Effective  March  15,  1996,  HPP'89  contributed  the  Cosmopolitan
Building,  and certain other assets and liabilities, to TCAMP   for  a  50%
ownership interest.  Concurrently, another member contributed $650,000 cash
to  TCAMP  for  a 50% ownership interest.  Simultaneously, TCAMP  issued  a
mortgage note in the amount of $7,000,000, the proceeds of which along with
the $650,000 contributed cash were used to settle in full HPP'89's mortgage
note  payable related to the Cosmopolitan Building.  The fair value of  the
Cosmopolitan  Building and other assets contributed by HPP'89  approximated
the fair value of liabilities transferred to TCAMP by HPP'89 and the amount
paid  by TCAMP to settle in full HPP'89's mortgage note payable related  to
the  Cosmopolitan Building.  This transaction resulted in a  provision  for
impairment  of real estate of $8,437,963 to recognize a reduction  to  fair
value  at  the date of contribution to TCAMP and an extraordinary  gain  on
debt  extinguishment of $9,182,017 to recognize the difference between  the
amount  outstanding under the mortgage payable and the amount  accepted  by
the lender from TCAMP in full settlement.

(5)  Transactions With Related Parties and Commitments

      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 was extended until September 30, 1995.   For  the
period   January  1,  1995  to  September  30,  1995  PAS  was   reimbursed
approximately  $68,000  (unaudited)  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.  CMC provides such  services
for an annual management fee of $67,200 plus reimbursement of all its costs
providing  these  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.   For
the  three  months  ending  March 31, 1997 and  1996,  CMC  was  reimbursed
$12,184, and $16,173, respectively, for operating costs.
                                     
      On November 1, 1995, HPP'89 entered into a management agreement with
CMC, expiring June 30, 1997, to manage the Cosmopolitan Building.  CMC's
management agreement requires the payment of management fees equal to the
greater of $5,200 monthly or 4% of gross receipts as defined in the
agreements.  For the period January 1, 1996 through March 15, 1996, and for
the period November 1, 1995 through December 31, 1995, CMC was paid




                                    12





         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                     
                                (UNAUDITED)


(5)  Transactions With Related Parties and Commitments (Continued)

$21,940  and $14,400, respectively, in property management fees.   The  CMC
management agreement also required the Cosmopolitan to maintain with CMC at
all  times an Operating Account in the amount of $100,000 and a Contingency
Reserve  Account  in  the  amount  of  $50,000  for  the  benefit  of   the
Cosmopolitan.   On March 15, 1996 when HPP'89 contributed the  property  to
TCAMP,  the  property  management  contract  between  HPP'89  and  CMC  was
terminated  and  TCAMP  directly engaged CMC under similar  management  fee
terms.

(6)  Fair Value of Financial Instruments

      The  fair values of cash and cash equivalents, accounts payable,  and
accrued  expenses and other liabilities at March 31, 1997 and December  31,
1996 approximate their carrying amounts due to the short maturities.



                                     
                                     
                                    13





         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATION
                                     
                              MARCH 31, 1997
                                     
                                (UNAUDITED)


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

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

    As further discussed  under Results of Operations, effective March  15
1996,  HPP'89  contributed  the Cosmopolitan Building  and  certain  other
assets  and liabilities to The Cosmopolitan at Mears Park, LLC (TCAMP)  (a
Delaware limited liability company) for a 50% ownership interest in TCAMP.

    As  further discussed under Results of Operations, on August  31,  1995
Jenkins Court negotiated with the mortgage holder to transfer the deed  and
the title of the property to the mortgage holder, in lieu of foreclosure.

    As  further  discussed under Results of Operations, on June  20,  1996
Portland  Lofts  obtained  alternative  financing  to  fully  satisfy  its
mortgage note and other significant debt obligations.

    The  short term liquidity of the Investee Entities, with the exception
of  Jenkins Court, depends on their ability to generate sufficient  rental
income  to  fund  operating expenses and debt service requirements.   Both
TCAMP  and Portland Lofts have stabilized operations after the effects  of
their  recent  respective refinancings.  Portland  Lofts  is  expected  to
generate cash flow to HPP'89 in 1997.  During the three months ended March
31,  1997,  the Partnership received $39,000 from Portland Lofts.   During
1996, the Partnership received distributions from Portland Lofts and TCAMP
totaling $26,000 and $98,200, respectively.

    HPP'89's  cash  is  used primarily to fund general and  administrative
expenses  of  operating the public fund.  After the  contribution  of  the
Cosmopolitan  to  TCAMP,  the Partnership's  only  source  of  short  term
liquidity  is  from  distributions received from Investee  Entities.   The
Partnership expects to fund its expenses with cash flow distributions from
Portland  Lofts and, if required, from TCAMP. As of  March  31,  1997  and
December  31,  1996, the Partnership had $170,229 and  $163,316  of  total
cash, of which  $70,695 and $63,641, respectively,  was not insured by the
Federal Deposit Insurance Corporation.

    To  the  extent that The Partnership accumulates from whatever sources
operating  reserve amounts greater than $140,000 at the end of any  fiscal
year,  The Partnership is required to contribute such excess within thirty
days  of  the  end  of  such fiscal year to TCAMP  as  additional  capital
contributions to be distributed by TCAMP to its other member as  a  return
of  the  outstanding portion of her original capital contribution.   Since
the   Partnership  anticipates  funding  its  expenses  principally   from
distributions  received  from Portland Lofts,  the  Partnership  does  not
expect that this requirement will affect its ability to fund its expenses.

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

    Results  of  Operations.   The Partnership generated  net  loss,  under
generally  accepted accounting principles, of $48,118 for the three  months
ended  March 31, 1997, including its allocable share of loss from  Investee
Entities of $8,410.  The Partnership's allocable share of operating  income
and/or  losses  in the Investee Entities range from 50% to 99%.   Net  loss
allocated from the Investee Entities to the Partnership represents  a  loss
from Portland Lofts of approximately $35,500, amortization of approximately
$800,  as  well as income from 402 Julia and TCAMP of approximately  $2,300
and $25,600, respectively.

    Effective March 15, 1996, HPP'89 contributed the Cosmopolitan Building,
and  certain  other assets and liabilities, to TCAMP  for a  50%  ownership
interest.  Concurrently, another member contributed $650,000 cash to  TCAMP
for  a 50% ownership interest. Simultaneously, TCAMP issued a mortgage note
in  the  amount of $7,000,000 the proceeds of which along with the $650,000
contributed  cash,  were  used  to settle in full  HPP'89's  mortgage  note
payable  related  to  the Cosmopolitan Building.  The  fair  value  of  the
Cosmopolitan  Building and other assets contributed by HPP'89 approximately
the fair



                                    14



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATION (CONTINUED)
                                     
                              MARCH 31, 1997
                                     
                                (UNAUDITED)


value of liabilities transferred to TCAMP by HPP'89 and the amount paid  by
TCAMP  to  settle  in full HPP'89's mortgage note payable  related  to  the
Cosmopolitan  Building.   This  transaction resulted  in  a  provision  for
impairment  of real estate of $8,437,963 to recognize a reduction  to  fair
value  at  the date of contribution to TCAMP and an extraordinary  gain  on
debt  extinguishment of $9,182,017 to recognize the difference between  the
amount  outstanding under the mortgage payable and the amount  accepted  by
the  lender  from  TCAMP  in  full settlement.  This  transaction  did  not
generate  any  recapture of Rehabilitation Tax Credits to  the  Partnership
because the tax credits were already fully vested.

    As  a result of the contribution of the Cosmopolitan to TCAMP for a 50%
ownership  interest  in  TCAMP,  HPP'89  will  no  longer  have  operations
including  depreciation  and  amortization  directly  due  to  real  estate
activity.  As of the date of contribution, the Partnership accounts for its
investment in TCAMP under the equity method of accounting.

    Jenkins Court transferred title and deed to its property to the  holder
of  the  mortgage in August 1995 through foreclosure 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. These liabilities include 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.  As  a  result
of the Chapter 11 proceedings, the Partnership is not expected to be liable
as  a  general  partner of Jenkins Court for any remaining  obligations  of
Jenkins Court.

    On May 21, 1996, Portland Lofts and the holder of its mortgage note and
an  unsecured  note entered into a Settlement Agreement (the Agreement)  to
resolve  the  claims concerning these notes. According  to  the  Agreement,
Portland  Lofts  was allowed until July 31, 1996 to pay $5,400,000  to  the
note  holder  for full satisfaction of the mortgage note and the  unsecured
note.  On June 20, 1996, Portland Lofts obtained alternative financing from
a  new  mortgage holder and one of its general partners to pay in full  the
mortgage  note,  an unsecured note, as well as another note  payable  to  a
separate  lender.  The transaction resulted in a gain of extinguishment  of
debt of $1,656,579.

    In  1990,  the  Partnership fully reserved against  its  investment  in
Portland Lofts, due to the substantial doubt it would continue as  a  going
concern.  Generally, under the equity method of accounting,  an  investment
may  not  be  carried  below zero.  Accordingly, since the  Portland  Lofts
investment   was  fully  reserved  for,  the  Partnership  had   cumulative
unrecorded  losses  of $1,325,926 as of December 31, 1995.  Portland  Lofts
generated  net income of $1,547,514 in 1996, principally as a result of  an
extraordinary  gain  on extinguishment of debt, of which  HPP'89  has  been
allocated $1,532,039.  This allocated net income allowed HPP'89 to  recover
all  of  its  cumulative unrecorded losses from Portland  Lofts.   HPP'89's
income  in equity recognized in 1996, totaled $206,113 before distributions
and  after  the  recovery of cumulative unrecorded losses.  For  the  three
months ended March 31, 1997, HPP'89 recorded a net loss of $35,498 and cash
distributions of $39,000 from Portland Lofts.

    Both  402  Julia and TCAMP are residential properties with traditional,
annual  operating  leases to individuals that expire  within  one  year  of
signing.  Portland Lofts is a mixed-use building with 91 residential  units
and  23,470  square feet of commercial space.  The residential  leases  are
traditional, annual operating leases to individuals that expire within  one
year  of  signing.   There are 16 commercial units, with  operating  leases
which  range  in  length from one to eight 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  100% leased at March 31, 1997.  This 24 unit residential building  has
benefited from a relatively strong market in the warehouse district of  New
Orleans.

    TCAMP  had  leased  100% of its units at March 31, 1997,  and  has  met
occupancy  projections.   This  255  unit  property  operates  in  a   very
competitive lowertown St. Paul market and has been leased above  90%  since
1992.

    As of March 31, 1997, Portland Lofts had approximately 88% occupancy of
residential units and 81% occupancy of net rentable commercial space for  a
combined occupancy of approximately 86%.


                                    15




         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATION (CONTINUED)
                                     
                              MARCH 31, 1997
                                     
                                (UNAUDITED)


Inflation and Other Economic Factors

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

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

                                    16


         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                        PART II - OTHER INFORMATION
                                     
                              MARCH 31, 1997
                                     


Item 1.        Legal Proceedings

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

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

Item 2.        Changes in Securities - Not applicable.

Item 3.        Defaults Upon Securities - Not applicable.

Item 4.        Submission of Matters to a Vote of Security Holders - Not
               applicable.

Item 5.        Other Information - Not applicable.

Item 6.        Exhibits and Reports from Fork 8-K

          (a)  Exhibits
               None.

          (b)  Reports from Form 8-K
               None.


                                    17


         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                                     
                                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:   May  1,  1997      By:  /s/  Terrence P. Sullivan
                                     Terrence P. Sullivan,
                                     President

                           and


Date:  May 1, 1997         By:  /s/  Terrence P. Sullivan
                                     Terrence P. Sullivan,
                                     General Partner



                                 18