<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

     For the quarterly period ended    September 30, 2003
                                       ------------------

                                       or

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

      For the transition period from _____________ to _____________


Commission File Number 33-24129
                       --------

            Historic Preservation Properties 1989 Limited Partnership
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   04-3021042
                                   ----------
                      (I.R.S. Employer Identification No.)


             45 Broad Street, 3rd Floor, Boston, Massachusetts 02109
             --------------------------------------------------------
                    (Address of Principal Executive Offices)


                    Issuer's Telephone Number, (617) 422-5815
                                               --------------

--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X]  No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:___________ Transitional Small
Business Disclosure Format (Check one):

Yes [ ]  No [ ]


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                               SEPTEMBER 30, 2003

                                TABLE OF CONTENTS




PART  I  -  FINANCIAL INFORMATION

Item 1.  Financial Statements

              Consolidated Balance Sheet                                  3

              Consolidated Statements of Operations                       4

              Consolidated Statements of Partners' Equity (Deficit)       5

              Consolidated Statements of Cash Flows                       6

              Notes to Consolidated Financial Statements                  7-12

Item 2.  Management's Discussion and Analysis
              or Plan of Operation                                        13-16

Item 3.  Controls and Procedures                                          16

PART II  -  Other Information                                             17

Signatures                                                                18





<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                        <C>
INVESTMENT IN REAL ESTATE

     Land                                                                  $  2,396,037
     Buildings and improvements                                              17,910,292
     Furniture and equipment                                                    400,420
                                                                           ------------
                                                                             20,706,749
     Accumulated depreciation                                                (3,531,664)
                                                                           ------------
                                                                             17,175,085
                                                                           ------------
INVESTMENT IN INVESTEE ENTITY                                                   451,579
                                                                           ------------
CASH AND CASH EQUIVALENTS
     Real estate operating                                                      819,446
     Partnership                                                                268,648
                                                                           ------------
                                                                              1,088,094
                                                                           ------------
CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                                    149,264

OTHER ASSETS                                                                    104,928
ESCROW DEPOSITS                                                                 247,189
DEFERRED COSTS, less accumulated amortization of $142,231                       223,137
                                                                           ------------
                                                                           $ 19,439,276
                                                                           ============
                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage notes payable                                                $ 18,698,162
     Accounts payable and accrued expenses                                      387,740
     Security deposits                                                          128,694
                                                                           ------------
              Total liabilities                                              19,214,596
                                                                           ------------
COMMITMENTS (Note 5)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                           453,769
     General Partner's Deficit                                                 (229,089)
                                                                           ------------
              Total partners' equity                                            224,680
                                                                           ------------
                                                                           $ 19,439,276
                                                                           ============

</Table>

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



                                        3


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE THREE MONTHS AND
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                 Three Months                 Nine Months
                                             Ended September 30,            Ended September 30,
                                            2003            2002           2003            2002
                                         ----------      ----------      ----------      ----------
<S>                                      <C>             <C>             <C>             <C>
REVENUE:
     Rental income                       $1,009,746      $1,055,371      $3,051,163      $3,154,357
     Interest and other income               32,164          29,707          91,940          77,958
                                         ----------      ----------      ----------      ----------
           Total revenue                  1,041,910       1,085,078       3,143,103       3,232,315
                                         ----------      ----------      ----------      ----------

EXPENSES:
     Operating and administrative            99,302          88,592         298,610         261,337
     Property operating expenses:
           Payroll services                  98,955          99,744         302,443         294,913
           Utilities                        116,829         116,488         322,606         310,251
           Real estate taxes                 78,742          84,267         236,225         252,799
           Other operating expenses         220,283         271,331         714,729         691,901
     Depreciation and amortization          167,365         200,990         568,983         606,567
                                         ----------      ----------      ----------      ----------
           Total expenses                   781,476         861,412       2,443,596       2,417,768
                                         ----------      ----------      ----------      ----------

INCOME FROM OPERATIONS                      260,434         223,666         699,507         814,547

INTEREST EXPENSE                            357,901         362,831       1,069,443       1,083,913

EQUITY IN INCOME (LOSS) OF
     INVESTEE ENTITY                          5,252          (9,137)        (17,552)          6,142
                                         ----------      ----------      ----------      ----------
NET LOSS                                 $  (92,215)     $ (148,302)     $ (387,488)     $ (263,224)
                                         ==========      ==========      ==========      ==========
NET LOSS ALLOCATED
     TO GENERAL PARTNER                  $     (922)     $   (1,483)     $   (3,875)     $   (2,632)
                                         ==========      ==========      ==========      ==========

NET LOSS ALLOCATED
     TO LIMITED PARTNERS                 $  (91,293)     $ (146,819)     $ (383,613)     $ (260,592)
                                         ==========      ==========      ==========      ==========
NET LOSS PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING              $    (3.43)     $    (5.52)     $   (14.42)     $    (9.80)
                                         ==========      ==========      ==========      ==========

</TABLE>










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

                                        4

<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



<TABLE>
<CAPTION>
                                                   Units of
                                                   Investor           Investor
                                                    Limited           Limited         General
                                                  Partnership        Partners'       Partner's
                                                   Interest            Equity         Deficit         Total
                                                  -----------        ----------      ---------      ---------
<S>               <C> <C>                             <C>           <C>             <C>            <C>

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

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

BALANCE, December 31, 2002                            26,588           837,382       (225,214)       612,168

  Net loss (unaudited)                                    --          (383,613)        (3,875)      (387,488)
                                                   ---------        ----------      ---------      ---------

BALANCE, September 30, 2003 (unaudited)               26,588        $  453,769      $(229,089)     $ 224,680
                                                   =========        ==========      =========      =========

</TABLE>


































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

                                        5


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             2003             2002
                                                                          -----------      -----------
<S>                                                                       <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                             $  (387,488)     $  (263,224)
     Adjustments to reconcile net loss to net cash
       provided by operating activities:
         Depreciation                                                         541,202          573,408
         Amortization                                                          27,781           33,159
         Equity in (income) loss of Investee Entity                            17,552           (6,142)
         Decrease in other assets                                              85,875           35,701
         Increase (decrease) in accounts payable and accrued expenses        (111,762)         158,683
         Increase in security deposits, net                                    (3,468)            (489)
                                                                          -----------      -----------
             Net cash provided by operating activities                        169,692          531,096
                                                                          -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures - building improvements                            (469,998)        (305,624)
     Increase in escrow deposits, net                                        (136,772)         (61,158)
                                                                          -----------      -----------
             Net cash used in investing activities                           (606,770)        (366,782)
                                                                          -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of deferred costs                                                (10,000)              --
     Payments of mortgage principal                                          (189,362)        (174,939)
                                                                          -----------      -----------
             Cash used in financing activities                               (199,362)        (174,939)
                                                                          -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (636,440)         (10,625)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              1,724,534        1,827,640
                                                                          -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $ 1,088,094      $ 1,817,015
                                                                          ===========      ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

     Cash paid for interest                                               $ 1,073,363      $ 1,087,763
                                                                          ===========      ===========

</TABLE>
















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

                                        6


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


(1)      ORGANIZATION AND GENERAL PARTNER - BHP
         --------------------------------------

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

         Boston Historic Partners Limited Partnership (BHP), a Massachusetts
         limited partnership, is the general partner of the Partnership. BHP was
         formed in November 1986 for the purpose of organizing, syndicating and
         managing publicly offered real estate limited partnerships (Public
         Rehabilitation Partnerships). As of September 30, 2003, BHP had
         established three such partnerships, including the Partnership.

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

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         The consolidated financial statements should be read in conjunction
         with the consolidated financial statements and notes thereto included
         in HPP'89's form 10-KSB for the year ended December 31, 2002.

         Principles of Consolidation
         ---------------------------

         The consolidated financial statements as of and for the three and nine
         months ended September 30, 2003 and 2002 include the accounts and
         transactions of the Partnership, The Cosmopolitan at Mears Park, LLC
         (TCAMP) and Portland Lofts Associates Limited Partnership (Portland
         Lofts) after the elimination of all intercompany accounts and
         transactions. Members' equity of TCAMP has been classified as partners'
         equity in the accompanying consolidated financial statements. The
         Partnership and its consolidated entities are collectively referred to
         herein as HPP'89.

         Under the principles of consolidation, losses and other charges
         applicable to the minority interest which exceed the minority interest
         in equity capital of the minority interest are charged against the
         controlling interest since there is no obligation for the minority
         interest to make good such losses or other charges. Once the minority
         interest has been reduced to zero, future earnings of the minority
         interest are credited to the controlling interest to the extent of the
         losses or other charges applicable to the minority interest which have
         been charged against the controlling interest. At September 30, 2003,
         the minority interest in TCAMP (1% membership interest owned by a party
         unrelated to HPP'89) has been reduced to zero and cumulative losses and
         other charges applicable to the minority interest which have been
         charged against the Partnership total $8,359.

         Investment in Investee Entity
         -----------------------------

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




                                        7


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         Investment in Investee Entity (continued)
         -----------------------------------------

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

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

         Use of Estimates
         ----------------

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

         The consolidated financial statements include all adjustments which, in
         the opinion of management, are necessary in order to make the
         consolidated financial statements not misleading.

         Real Estate and Depreciation
         ----------------------------

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

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

         Cash, Cash Equivalents and Concentration of Credit Risk
         -------------------------------------------------------

         HPP'89 considers all highly liquid investments with a maturity of three
         months or less when purchased to be cash equivalents. At September 30,
         2003, cash equivalents totaled $1,009,185.

         At September 30, 2003, HPP'89 had $362,349 of cash and cash equivalents
         on deposit in banks in excess of amounts insured by the Federal Deposit
         Insurance Corporation. Also at September 30, 2003, HPP'89 had $601,123
         of Massachusetts' municipal money market funds which are not insured or
         guaranteed.

         Deferred Costs
         --------------

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












                                        8


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         Revenue Recognition
         -------------------

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

         Income Taxes
         ------------

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

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

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

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

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

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

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

         On September 16, 1993, the Partnership sold one-third of its general
         partnership interest in 402 Julia to the developer general partner for
         $185,000. The Partnership percentage of interest in 402 Julia was
         thereby reduced from 98% to 65%. The terms of the sale require annual
         payments of $3,500 through 2016 and a final payment of $4,500 in 2017.
         At September 30, 2003, the remaining uncollected payments total
         $53,500, which are secured by the interest sold to the developer
         general partner, and are included in other assets.

         Under the equity method of accounting, the Partnership recorded income
         (loss) from the 402 Julia Investment of ($15,113) and $8,581,
         respectively, and amortization expense of $2,439, for the nine months
         ended September 30, 2003 and 2002.



                                        9

<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


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

         The summary balance sheet and summary statement of operations of the
         Investee Entity as of and for the nine months ended September 30, 2003
         and 2002 are as follows.

                              SUMMARY BALANCE SHEET
                               SEPTEMBER 30, 2003
                                     ASSETS


<TABLE>
<CAPTION>
            <S>                                                                         <C>
            Land                                                                        $  132,800
            Building and improvements (net of accumulated depreciation of $543,401)      1,038,170
            Cash and cash equivalents                                                      249,659
             Other assets, less accumulated amortization of $22,179                         94,003
                                                                                        ----------
                             Total assets                                               $1,514,632
                                                                                        ==========
                        LIABILITIES AND PARTNERS' EQUITY
         Liabilities:
            Mortgage note payable                                                       $1,030,605
            Other liabilities                                                               35,820
                                                                                        ----------
                   Total liabilities                                                     1,066,425
                                                                                        ----------

         Partners' equity:
            HPP'89                                                                         394,320
            Other partners                                                                  53,887
                                                                                        ----------
                        Total partners' equity                                             448,207
                                                                                        ----------
                                  Total liabilities and partners' equity                $1,514,632
                                                                                        ==========
</TABLE>

                         SUMMARY STATEMENT OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                         2003              2002
                                                                       ---------         ---------
         <S>                                                           <C>               <C>
         Revenue:
                 Rental revenue                                        $ 191,698         $ 193,660
                 Interest and other income                                 8,897            11,459
                                                                       ---------         ---------
                   Total revenue                                         200,595           205,119
                                                                       ---------         ---------
         Expenses:
               Operating expenses                                        138,878           106,370
               Depreciation and amortization                              32,874            32,874
               Interest expense                                           51,976            52,740
                                                                       ---------         ---------
                   Total expenses                                        223,728           191,984
                                                                       ---------         ---------

         Net income (loss)  from operations                            $ (23,133)        $  13,135
                                                                       =========         =========
         Net income (loss) allocated to HPP'89                         $ (15,113)        $   8,581
                                                                       =========         =========
         Net income (loss) allocated to other partners                 $  (8,020)        $   4,554
                                                                       =========         =========
</TABLE>

(4)      MORTGAGE NOTES PAYABLE
         ----------------------

         TCAMP's mortgage note payable bears interest at 6.995%, amortizes over
         a 30-year schedule, and requires monthly principal and interest
         payments totaling $93,095 with the unpaid principal balance under the
         mortgage note payable on May 1, 2011. The mortgage note payable is
         secured by TCAMP's property, rents, and assignment of leases. The
         mortgage note requires monthly escrow deposits for real estate taxes,
         insurance escrow and replacement reserves of $27,356, $5,926, and
         $5,313, respectively.

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





                                       10

<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


(4)      MORTGAGE NOTES PAYABLE (CONTINUED)
         ----------------------------------

         As of September 30, 2003, annual maturities of the mortgage notes
         payable for the next five years are as follows:

                           Year Ending December 31,           Amount
                           ------------------------           ------

                                   2003                   $   66,525
                                   2004                      274,136
                                   2005                      299,519
                                   2006                    4,915,863
                                   2007                      191,270

(5)      RELATED PARTY TRANSACTION AND COMMITMENTS
         -----------------------------------------

         TCAMP entered into a management agreement with Claremont Management
         Limited Liability Company (CMLLC) to manage the property. The sole
         shareholder of CMLLC is related to the other member of TCAMP. The
         agreement expires on September 30, 2004 and automatically renews
         thereafter on an annual basis, unless terminated earlier as provided
         for in the agreement. The management agreement requires the payment of
         a management fee of 3% of gross receipts, as defined in the agreement,
         plus the reimbursement of all CMLLC's costs of providing these
         services. Management fees under the management agreement totaled
         $62,602 and $65,433, respectively, for the nine months ended September
         30, 2003 and 2002. Expense reimbursements to CMLLC for the nine months
         ended September 30, 2003 and 2002 totaled $169,003 and $183,495,
         respectively.

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

         The Partnership engages Gunn Financial, Incorporated (GFI), an
         unaffiliated Massachusetts corporation, to provide accounting, asset
         management and investor services. GFI provides such services for an
         annual management fee of $54,000 plus reimbursement of all its costs of
         providing these services. The agreement expires on the earlier of June
         30, 2006 or liquidation of the Partnership, as defined. For the nine
         months ended September 30, 2003 and 2002, GFI was reimbursed $169,808
         and $128,886, respectively, for operating costs.

         Effective April 1, 2001, the Partnership and TCAMP have committed to
         pay the principal of GFI $5,000 per month for direct mortgage services
         and operational management provided by him for TCAMP. The agreement
         continues in effect until such services are no longer rendered. For the
         nine months ended September 30, 2003 and 2002, respectively, the
         principal of GFI was paid $45,000 for these services.

         On October 1, 2002, Portland Lofts entered into a contract for exterior
         building repairs and maintenance work. The work commenced on February
         1, 2003. The contract totals $443,711 (inclusive of change orders) and
         as of September 30, 2003, approximately 99% of the contract had been
         completed. As of September 30, 2003, $416,774 had been paid on this
         contract and $21,937 has been accrued and is included in accounts
         payable and accrued expenses. The balance of the contract is expected
         to be paid from the cash reserves of Portland Lofts.








                                       11


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


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

         Portland Lofts rents space to commercial tenants under operating leases
         of varying terms expiring through 2012. As of September 30, 2003,
         Portland Lofts had entered into nine commercial leases covering 66% of
         the building's net rentable commercial space and eight commercial
         month-to-month leases. For the nine months ended September 30, 2003,
         three commercial tenants comprised approximately 43% of commercial
         rental income under noncancellable commercial leases.

         At September 30, 2003, minimum future rentals, excluding reimbursement
         of real estate taxes and certain operating expenses, to be received
         under noncancellable commercial leases are as follows:

                       Year Ending December 31,         Amount
                       ------------------------         ------

                                2003                   $ 51,687
                                2004                    210,706
                                2005                    191,612
                                2006                    163,421
                                2007                    144,703
                             Thereafter                 269,885

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

(7)      FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         The carrying amounts of cash and cash equivalents, cash and cash
         equivalents security deposits, other assets, escrow deposits, accounts
         payable and accrued expenses, and security deposits at September 30,
         2003 approximate their fair values due to their short maturities. The
         fair values of the mortgage notes payable at September 30, 2003
         approximate their carrying amounts based on the interest rates
         available for similar financing arrangements. All financial instruments
         are held for non-trading purposes.


























                                       12


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2003


Item 2.  Management's Discussion and Analysis or Plan of Operation.
------   ----------------------------------------------------------

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

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

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

         HPP'89 capitalizes as investment in real estate the initial acquisition
         of property and equipment and those expenditures incurred that extend
         the useful life of the related assets. Expenditures for maintenance and
         repairs, including major repairs and replacements made as part of a
         periodic maintenance program to restore the assets repaired to
         substantially original condition, are expensed as incurred. For the
         nine months ended September 30, 2003, we recorded as expenses
         approximately $59,000 of major repairs and maintenance costs incurred
         as part of a periodic maintenance program rather than capitalizing such
         expenditures.

         HPP'89 reviews its long-lived assets, principally investment in real
         estate, for impairment whenever events or changes in circumstances
         indicate that the carrying value of the asset may not be recoverable.
         An impairment loss is required to be recognized if the sum of the
         expected future cash flows, undiscounted and excluding interest
         expense, from the use of the asset is less than the carrying value of
         the asset. For the nine months ended September 30, 2003, we did not
         recognize an impairment loss.

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





                                       13


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2003
                                   (CONTINUED)


As of September 30, 2003, the Partnership had $268,648 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's only
source of short-term liquidity is distributions received from TCAMP and Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs. For the nine months ended September 30, 2003 and 2002, respectively,
Portland Lofts distributed $117,000 to the Partnership. For the nine months
ended September 30, 2003, TCAMP distributed $247,500 to the Partnership.

The short-term liquidity of 402 Julia, TCAMP and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stabilized
operations and TCAMP and Portland Lofts are expected to generate cash flow. For
the nine months ended September 30, 2003, the Partnership contributed $280,000
to Portland Lofts to fund part of the exterior building repairs explained below.

On October 1, 2002, Portland Lofts entered into a contract for exterior building
repairs and maintenance work. The work commenced on February 1, 2003. The
contract totals $443,711 (inclusive of change orders) and as of September 30,
2003, approximately 99% of the work had been completed. As of September 30,
2003, $416,774 had been paid from Portland Lofts' cash reserves on this contract
and $21,937 has been accrued and is included in accounts payable and accrued
expenses. The balance of the contract is expected to be paid from the cash
reserves of Portland Lofts.

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

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the three and nine months ended September 30, 2003 and 2002 include the accounts
and transactions of the Partnership, TCAMP and Portland Lofts after the
elimination of all intercompany accounts and transactions.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the nine months ended September 30, 2003, 402 Julia recorded an
economic occupancy of 93% for its residential units and an economic occupancy of
100% for its commercial space for a combined economic occupancy of 94%. For the
nine months ended September 30, 2002, 402 Julia recorded an economic occupancy
of 96% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 96%. For the nine months
ended September 30, 2003 and 2002, 402 Julia recorded net income (loss) of
approximately ($23,100) and $13,100, respectively, which included depreciation
and amortization for the nine months ended September 30, 2003 and 2002,
respectively, of approximately $32,900.







                                       14

<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2003
                                   (CONTINUED)


TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP had an economic occupancy of 84% and 91%, respectively, for the nine
months ended September 30, 2003 and 2002. TCAMP recorded a net loss of
approximately $201,400 for the nine months ended September 30, 2003, which
included depreciation and amortization of approximately $395,700. For the nine
months ended September 30, 2002, TCAMP recorded a net loss of approximately
$56,700, which included depreciation and amortization of approximately $427,500.

For the nine months ended September 30, 2003, Portland Lofts recorded an
economic occupancy of 83% for its residential units and an economic occupancy of
95% for its commercial space for a combined economic occupancy of 86%. For the
nine months ended September 30, 2002, Portland Lofts recorded an economic
occupancy of 88% for its residential units and an economic occupancy of 91% for
its commercial space for a combined economic occupancy of 88%. For the nine
months ended September 30, 2003, Portland Lofts recorded net income of
approximately $116,000, which included depreciation and amortization of
approximately $173,300. For the nine months ended September 30, 2002, Portland
Lofts recorded net income of approximately $41,000, which included depreciation
and amortization of approximately $179,100.

In general, the Partnership's results of operations for the nine months ended
September 30, 2003 have been adversely affected by the general rise in apartment
vacancies in the markets in which it is invested.

HPP'89 recorded a consolidated net loss of approximately $92,200 for the three
months ended September 30, 2003 compared to a consolidated net loss of
approximately $148,300 for the three months ended September 30, 2002. The
decrease in the consolidated net loss was primarily due to decreases in other
operating expenses, depreciation and amortization, and equity in income (loss)
of investee entity, partially offset by a decrease in rental revenue. Other
operating expenses decreased due to deck and structural repairs at Portland
Lofts in the third quarter of 2002. Depreciation and amortization decreased as a
result of fully depreciated furniture and fixtures at TCAMP. Equity in income
(loss) of investee entity increased due to structural repairs made in the third
quarter of 2002 at 402 Julia. Rental revenue decreased primarily due to a
reduction in occupancy at TCAMP.

HPP'89 recorded a consolidated net loss of approximately $387,500 for the nine
months ended September 30, 2003 compared to a consolidated net loss of
approximately $263,200 for the nine months ended September 30, 2002. The
increase in the consolidated net loss was essentially caused by decreases in
rental revenue and equity income (loss) of investee entity and increases in
operating and administrative and other operating expenses, partially offset by a
decrease in depreciation and amortization. Rental revenue decreased primarily
due to a reduction in occupancy at TCAMP. Equity income (loss) of investee
entity decreased largely due to an increase in bad debt expense at 402 Julia.
Operating and administrative expenses increased due to higher partnership
overhead expenses. Other operating expenses increased primarily due to the
painting of the hallways at TCAMP in 2003 offset by deck and structural repairs
at Portland Lofts in 2002. Depreciation and amortization decreased due to fully
depreciated furniture and fixtures at TCAMP.





                                       15

<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2003
                                   (CONTINUED)


                      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 real estate
and Investee Entity, are highly leveraged in view of the fact that each property
is subject to a long-term first mortgage loan. Operating expenses and rental
revenue of each property are subject to inflationary and other economic factors.
Low rates of inflation could result in slower rental rate increases, and to the
extent that these factors are outpaced by increases in property operating
expenses (which could arise as a result of general economic circumstances such
as an increase in the cost of energy or fuel, or from local economic
circumstances), the operations of the Partnership and its properties 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 property
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 3. Controls and Procedures.
------  -----------------------

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of September 30, 2003 and
have determined there are sufficient internal controls in place for the
Partnership, TCAMP, Portland Lofts and 402 Julia to effectively report all
adjustments necessary in order to make the consolidated financial statements and
footnotes not misleading. There has been no change to the internal controls over
financial reporting that could materially affect, or is reasonably likely to
materially affect, our internal controls over financial reporting.

















                                       16


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                               SEPTEMBER 30, 2003


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, Portland Lofts
          Associates L.P., 402 Julia Street Associates L.P. and The Cosmopolitan
          at Mears Park, LCC are not currently subject to any material pending
          legal proceedings.

Item 2.   Changes in Securities and Use of Proceeds - Not applicable.

Item 3.   Defaults Upon Senior 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 on Form 8-K

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

          (b)  Exhibit 31.2 - General Partner's Certification pursuant 18 U.S.C.
               Section 1350 as adopted Section 302 of the Sarbanes-Oxley Act of
               2002.

          (c)  Exhibit 32.1 - General Partner's Certification pursuant to 18
               U.S.C. Section 1350 as adopted Section 906 of the Sarbanes-Oxley
               Act of 2002.

          (d)  Exhibit 32.2 - Asset Manager's Certification pursuant to 18
               U.S.C. Section 1350 as adopted Section 906 of the Sarbanes-Oxley
               Act of 2002

          (e)  Reports on Form 8-K - None

























                                       17


<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant 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:  November 7, 2003                           By: /s/Terrence P. Sullivan
       ----------------                               --------------------------
                                                      Terrence P. Sullivan,
                                                      President

                                              and


Date:  November 7, 2003                           By: /s/Terrence P. Sullivan
       ----------------                               --------------------------
                                                      Terrence P. Sullivan,
                                                      General Partner


























                                       18