<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, 2005

                                       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.)

         21 Custom House Street, Suite 440, Boston, Massachusetts 02110
                    (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
    -----    -----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes       No   X
    -----    -----

                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, 2005

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
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          13-15

Item 3. Controls and Procedures                                               15

PART II - Other Information                                                   16

Signatures                                                                    17
</TABLE>

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

<TABLE>
<S>                                                        <C>
                         ASSETS

INVESTMENT IN REAL ESTATE
   Land                                                    $   528,100
   Buildings and improvements                                6,730,665
                                                           -----------
                                                             7,258,765
   Accumulated depreciation                                 (2,675,795)
                                                           -----------
                                                             4,582,970
                                                           -----------
INVESTMENT IN INVESTEE ENTITY                                  399,716
                                                           -----------
CASH AND CASH EQUIVALENTS
   Real estate operating                                       307,847
   Partnership                                                 527,087
                                                           -----------
                                                               834,934
                                                           -----------
CASH, SECURITY DEPOSITS                                         25,079

OTHER ASSETS                                                   159,450
DEFERRED COSTS, less accumulated amortization of $88,111        35,228
                                                           -----------
                                                           $ 6,037,377
                                                           ===========

            LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
   Mortgage note payable                                   $ 4,772,148
   Accounts payable and accrued expenses                       102,683
   Security deposits                                            25,079
                                                           -----------
      Total liabilities                                      4,899,910
                                                           -----------
COMMITMENTS (Note 5)

PARTNERS' EQUITY
   Limited Partners' Equity - Units of Investor Limited
      Partnership Interest, $1,000 stated value
      per Unit-Issued and outstanding 26,588 units           1,357,428
   General Partner's Deficit                                  (219,961)
                                                           -----------
      Total partners' equity                                 1,137,467
                                                           -----------
                                                           $ 6,037,377
                                                           ===========
</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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months             Nine Months
                                                     Ended September 30,      Ended September 30,
                                                    ---------------------   -----------------------
                                                       2005        2004        2005         2004
                                                    ---------   ---------   ----------   ----------
<S>                                                 <C>         <C>         <C>          <C>
REVENUE:
   Rental income                                    $ 364,055   $ 325,167   $1,054,572   $1,008,414
   Interest and other income                            7,912       6,929       21,655       18,646
                                                    ---------   ---------   ----------   ----------
      Total revenue                                   371,967     332,096    1,076,227    1,027,060
                                                    ---------   ---------   ----------   ----------
EXPENSES:
   Operating and administrative                       120,450      97,396      333,862      311,213
   Property operating expenses:
      Payroll services                                 19,087      18,916       57,463       56,647
      Utilities                                        19,905      18,882       57,940       55,137
      Real estate taxes                                12,414      11,878       36,517       35,632
      Other operating expenses                         69,621      88,578      307,526      230,756
   Depreciation and amortization                       60,169      59,892      179,553      179,676
                                                    ---------   ---------   ----------   ----------
         Total expenses                               301,646     295,542      972,861      869,061
                                                    ---------   ---------   ----------   ----------

INCOME FROM OPERATIONS                                 70,321      36,554      103,366      157,999

INTEREST EXPENSE                                     (107,627)   (110,543)    (325,126)    (333,723)

EQUITY IN INCOME (LOSS) OF
   INVESTEE ENTITY                                    (71,512)       (773)     (73,429)      10,929
                                                    ---------   ---------   ----------   ----------
LOSS FROM CONTINUING OPERATIONS                      (108,818)    (74,762)    (295,189)    (164,795)

DISCONTINUED OPERATIONS, LOSS
   FROM OPERATIONS OF DISCONTINUED
   COMPONENT (NOTE 3)                                      --     (37,261)          --      (91,270)
                                                    ---------   ---------   ----------   ----------
NET LOSS                                            $(108,818)  $(112,023)  $ (295,189)  $ (256,065)
                                                    =========   =========   ==========   ==========
NET LOSS ALLOCATED
   TO GENERAL PARTNER                               $  (1,088)  $  (1,120)  $   (2,952)  $   (2,561)
                                                    =========   =========   ==========   ==========
NET LOSS ALLOCATED
   TO LIMITED PARTNERS                              $(107,730)  $(110,903)  $ (292,237)  $ (253,504)
                                                    =========   =========   ==========   ==========
NET LOSS PER UNIT OF INVESTOR LIMITED PARTNERSHIP
   INTEREST, BASED ON 26,588 UNITS ISSUED AND
   OUTSTANDING:
      Continuing operations                         $   (4.05)  $   (2.78)  $   (10.99)  $    (6.13)
                                                    =========   =========   ==========   ==========
      Discontinued operations                       $      --   $   (1.39)  $       --   $    (3.40)
                                                    =========   =========   ==========   ==========
</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, 2005 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                            Units of
                                            Investor     Investor
                                            Limited       Limited     General
                                          Partnership    Partners'   Partner's
                                            Interest      Equity      Deficit       Total
                                          -----------   ----------   ---------   ----------
<S>                                       <C>           <C>          <C>         <C>
BALANCE, December 31, 2003                   26,588     $  399,938   $(229,633)  $  170,305
   Net income                                    --      1,249,727      12,624    1,262,351
                                             ------     ----------   ---------   ----------
BALANCE, December 31, 2004                   26,588      1,649,665    (217,009)   1,432,656
   Net loss (unaudited)                          --       (292,237)     (2,952)    (295,189)
                                             ------     ----------   ---------   ----------
BALANCE, September 30, 2005 (unaudited)      26,588     $1,357,428   $(219,961)  $1,137,467
                                             ======     ==========   =========   ==========
</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, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        2005         2004
                                                                     ----------   ----------
<S>                                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                          $ (295,189)  $ (256,065)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
      Depreciation                                                      171,971      479,996
      Amortization                                                        7,582       27,564
      Equity in (income) loss of Investee Entity                         73,429      (10,929)
      Decrease (increase) in other assets                               (26,870)      49,225
      Increase (decrease) in accounts payable and accrued expenses      (26,154)       9,607
      Increase in security deposits, net                                     --        8,226
                                                                     ----------   ----------
         Net cash provided by (used in) operating activities            (95,231)     307,624
                                                                     ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures - building improvements                         (15,316)          --
   Increase in escrow deposits, net                                          --     (131,479)
   Payments of deferred costs                                           (28,599)          --
                                                                     ----------   ----------
         Cash used in investing activities                              (43,915)    (131,479)
                                                                     ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of mortgage principal                                       (98,975)    (202,251)
                                                                     ----------   ----------
         Cash used in financing activities                              (98,975)    (202,251)
                                                                     ----------   ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                              (238,121)     (26,106)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        1,073,055    1,026,944
                                                                     ----------   ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $  834,934   $1,000,838
                                                                     ==========   ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid for interest                                      $  325,868   $1,060,497
                                                                     ==========   ==========
</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, 2005
                                   (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, 2005, 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 the
     Partnership's Form 10-KSB for the year ended December 31, 2004.

     Principles of Consolidation

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

     The consolidated financial statements as of and for the three and nine
     months ended September 30, 2005 include the accounts and transactions of
     the Partnership and Portland Lofts Associates Limited Partnership (Portland
     Lofts) after elimination of all inter-company accounts. The consolidated
     statements of operations for the three and nine months ended, and the
     consolidated statement of cash flows for the nine months ended, September
     30, 2004 include the transactions of the Partnership, Portland Lofts and
     TCAMP after the elimination of all intercompany transactions. The
     consolidated statement of partners' equity (deficit) for the year ended
     December 31, 2004 includes the transactions of the Partnership and Portland
     Lofts for the twelve months ended December 31, 2004 and the transactions of
     TCAMP for the nine months ended September 30, 2004 (through the date of
     sale of interest in TCAMP) after the elimination of all inter-company
     transactions.

     Investment in Investee Entity

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

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


                                        7

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

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

     Cash, Cash Equivalents and Concentration of Credit Risk

     HPP'89 considers all highly liquid investments with a maturity of three
     months or less when purchased to be cash equivalents. At September 30,
     2005, cash equivalents totaled $709,270.

     At September 30, 2005, HPP'89 had $630,468 of cash and cash equivalents on
     deposit in banks in excess of amounts insured by the Federal Deposit
     Insurance Corporation. Also at September 30, 2005, HPP'89 had $36,943 of
     Massachusetts' municipal money market funds, which are not insured or
     guaranteed.

     Deferred Costs

     Deferred costs relating to the mortgage note and special real estate tax
     assessments are amortized on a straight-line basis over their respective
     terms.

     Revenue Recognition

     Revenue under short-term operating leases and month-to-month arrangements
     is recorded when due. Revenue under non-cancelable commercial leases is
     recorded on a straight-line basis over the term of the lease. 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.


                                        8

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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

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

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

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

     Effective October 1, 2004, the Partnership sold its 99% interest in TCAMP.
     TCAMP's financial information has been classified as discontinued
     operations in the 2004 consolidated statement of operations.

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

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

     On September 16, 1993, the Partnership sold one-third of its general
     partnership interest in 402 Julia to the developer general partner for
     $185,000. The Partnership's percentage of interest in 402 Julia was thereby
     reduced from 98% to 65%. The terms of the sale require annual payments of
     $3,500 through 2016 and a final payment of $4,500 in 2017. At September 30,
     2005, the remaining uncollected payments total $46,500, 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 $(70,990) and $13,368,
     respectively, and amortization expense of $2,439, for the nine months ended
     September 30, 2005 and 2004.


                                        9

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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

     The summary balance sheet as of September 30, 2005, and summary statements
     of operations for the nine months ended September 30, 2005 and 2004, of the
     Investee Entity are as follows:

                              SUMMARY BALANCE SHEET
                               SEPTEMBER 30, 2005

<TABLE>
<S>                                                                       <C>
                                 ASSETS

Land                                                                      $  132,800
Building and improvements (net of accumulated depreciation of $622,480)      959,091
Cash and cash equivalents                                                    300,851
Cash equivalents, security deposits                                           20,896
Other assets, less accumulated amortization of $30,764                        75,098
                                                                          ----------
      Total assets                                                        $1,488,736
                                                                          ==========

                    LIABILITIES AND PARTNERS' EQUITY

Liabilities:
   Mortgage note payable                                                  $  997,694
   Other liabilities                                                         149,265
                                                                          ----------
      Total liabilities                                                    1,146,959
                                                                          ----------
Partners' equity:
   HPP'89                                                                    348,960
   Other partners                                                             (7,183)
                                                                          ----------
      Total partners' equity                                                 341,777
                                                                          ----------
         Total liabilities and partners' equity                           $1,488,736
                                                                          ==========
</TABLE>

                        SUMMARY STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                   2005       2004
                                                ---------   --------
<S>                                             <C>         <C>
Revenue:
   Rental revenue                               $ 176,892   $201,891
   Interest and other income                        8,772     11,995
                                                ---------   --------
      Total revenue                               185,664    213,886
                                                ---------   --------
Expenses:
   Operating expenses                             114,868    109,344
   Depreciation and amortization                   32,874     32,874
   Interest expense                                50,285     51,205
   Loss from hurricane damage                      96,300         --
                                                ---------   --------
      Total expenses                              294,327    193,423
                                                ---------   --------
Net income (loss)                               $(108,663)  $ 20,463
                                                =========   ========
Net income (loss) allocated to HPP'89           $ (70,990)  $ 13,368
                                                =========   ========
Net income (loss) allocated to other partners   $ (37,673)  $  7,095
                                                =========   ========
</TABLE>

(4)  MORTGAGE NOTE PAYABLE

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

     As of September 30, 2005, annual maturities of the mortgage note payable
     are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,     Amount
------------------------   ----------
<S>                        <C>
          2005             $   34,498
          2006              4,737,650
</TABLE>


                                       10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

(5)  RELATED PARTY TRANSACTION AND COMMITMENTS

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

     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, 2006 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
     plus reimbursement of all its costs of providing these services. Through
     June 30, 2005, the annual fee was $54,000, however, effective July 1, 2005
     the annual fee was reduced to $36,000. The agreement expires on the earlier
     of June 30, 2006 or liquidation of the Partnership, as defined. For the
     nine months ended September 30, 2005 and 2004, GFI was reimbursed $194,052
     and $178,748, respectively, for operating costs.

     The Partnership and TCAMP were committed to pay the principal of GFI $5,000
     per month for direct mortgage services and operational management provided
     by him for TCAMP. The agreement continued in effect until October 1, 2004
     (the date of sale of the Partnership's 99% interest in TCAMP).

(6)  CASUALTIES

     During the third quarter of 2005, the Investee Entity's property sustained
     damages from Hurricane Katrina. At September 30, 2005, the damage to the
     property is estimated to be approximately $96,000 and has been accrued as a
     liability in the financial statements of the Investee Entity. It is
     expected that the damages will be paid for with cash reserves and cash
     generated from operations of the Investee Entity. The Partnership does not
     anticipate receiving any insurance proceeds as the damage was below the
     deductible. In addition to the above damages, the September 2005 tenants'
     rents, totaling approximately $22,000, were waived.

(7)  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, 2005, Portland
     Lofts had entered into eleven commercial leases covering 85% of the
     building's net rentable commercial space and four commercial month-to-month
     leases. For the nine months ended September 30, 2005, two commercial
     tenants comprised approximately 40% of total rental income under
     non-cancelable commercial leases.

     At September 30, 2005, minimum future rentals, excluding reimbursement of
     real estate taxes and certain operating expenses, to be received under
     non-cancelable commercial leases are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,     Amount
------------------------   ----------
<S>                        <C>
          2005              $ 97,464
          2006               358,027
          2007               330,095
          2008               268,534
          2009               217,386
       Thereafter             49,817
</TABLE>


                                       11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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

     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.

(8)  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of cash and cash equivalents, cash security deposits,
     other assets, accounts payable and accrued expenses, and security deposits
     at September 30, 2005 approximate their fair values due to their short
     maturities. The fair value of the mortgage note payable at September 30,
     2005 approximates its carrying amount 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, 2005

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

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

     The Partnership capitalizes as investment in real estate the initial
     acquisition of property and equipment and those expenditures incurred that
     extend the useful life of the related assets. Expenditures for maintenance
     and repairs, including major repairs and replacements made as part of a
     periodic maintenance program to restore the assets repaired to
     substantially original condition, are expensed as incurred. During the nine
     months ended September 30, 2005, the Partnership recorded as expenses
     approximately $47,500 of major repairs and maintenance costs incurred as
     part of a periodic maintenance program rather than capitalizing such
     expenditures.

     The Partnership reviews its long-lived assets, principally investment in
     real estate, for impairment whenever events or changes in circumstances
     indicate that the carrying value of the asset may not be recoverable. An
     impairment loss is required to be recognized if the sum of the expected
     future cash flows, undiscounted and excluding interest expense, from the
     use of the asset is less than the carrying value of the asset. For the nine
     months ended September 30, 2005, the Partnership did not recognize an
     impairment loss.

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

As of September 30, 2005, the Partnership had $527,087 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's only
source of short-term liquidity is from distributions received from Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs.

The short-term liquidity of 402 Julia and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements and, for 402 Julia, the repairs necessary as a result of
the damage from Hurricane Katrina. Portland Lofts has stable operations and is
expected to generate cash flow. The Partnership received distributions from
Portland Lofts of $117,000 for each of the nine months ended September 30, 2005
and 2004.

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.


                                       13

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2005
                                   (CONTINUED)

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, 2005 include the accounts and
transactions of the Partnership and Portland Lofts after elimination of all
inter-company accounts. The consolidated statements of operations for the three
and nine months ended, and the consolidated statement of cash flows for the nine
months ended, September 30, 2004 include the transactions of the Partnership,
Portland Lofts and TCAMP (discontinued operations) after the elimination of all
inter-company transactions. The consolidated statement of partners' equity
(deficit) for the year ended December 31, 2004 includes the transactions of the
Partnership and Portland Lofts for the twelve months ended December 31, 2004 and
the transactions of TCAMP for the nine months ended September 30, 2004 (through
the date of sale of the Partnership's 99% interest in TCAMP) after the
elimination of all inter-company transactions.

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

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the nine months ended September 30, 2005, 402 Julia recorded an
economic occupancy of 81% for its residential units and an economic occupancy of
89% for its commercial space for a combined economic occupancy of 82%. For the
nine months ended September 30, 2004, 402 Julia recorded an economic occupancy
of 97% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 98%. 402 Julia has
benefited from a relatively strong New Orleans market. During the third quarter
of 2005, the property sustained damages from Hurricane Katrina totaling
approximately $96,000 which has been accrued as a liability in the financial
statements of 402 Julia at September 30, 2005. No insurance proceeds are
expected, as the damages were below the insurance deductible. The damages are
expected to be paid for with cash reserves and cash generated from operations of
402 Julia. In addition to the above damages, the September 2005 tenants' rents,
totaling approximately $22,000, were waived. For the nine months ended September
30, 2005 and 2004, 402 Julia recorded net income (loss) of approximately
$(108,700) and $20,500, respectively, which included depreciation and
amortization for each of the nine month periods ended September 30, 2005 and
2004 of approximately $32,900.

For the nine months ended September 30, 2005, Portland Lofts recorded an
economic occupancy of 87% for its residential units and an economic occupancy of
92% for its commercial space for a combined economic occupancy of 88%. For the
nine months ended September 30, 2004, Portland Lofts recorded an economic
occupancy of 86% for its residential units and an economic occupancy of 71% for
its commercial space for a combined economic occupancy of 82%. For the nine
months ended September 30, 2005, Portland Lofts recorded net income of
approximately $109,400, which included depreciation and amortization of
approximately $179,600. For the nine months ended September 30, 2004, Portland
Lofts recorded net income of approximately $131,500, which included depreciation
and amortization of approximately $179,700.

The Partnership recorded a consolidated net loss of approximately $295,200 for
the nine months ended September 30, 2005, as compared to a consolidated net loss
of approximately $256,100 for the nine months ended September 30, 2004. This
increase in net loss was primarily caused by a decrease in equity in income of
investee entity and an increase in other operating expenses at Portland Lofts,
partially offset by the loss on discontinued operations in 2004 and an increase
in revenue at Portland Lofts. The Partnership recorded a consolidated net loss
of approximately $108,800 for the three months ended September 30, 2005, as
compared to a consolidated net loss of approximately $112,000 for the three
months ended September 30, 2004. This slight decrease in net loss was a result
of the loss on discontinued operations in 2004 and an increase in revenue at
Portland Lofts, partially offset by an increase in equity in loss from investee
entity. Commercial occupancy increased at Portland Lofts elevating the rental
revenue in 2005. Other operating expenses increased at Portland Lofts for the
nine month ended September 30, 2005, compared to the same period in 2004, due to
increases in painting and carpeting related to tenant turnover in the first six
months and deck repairs in the second quarter of 2005. Equity in income (loss)
of investee entity decreased


                                       14

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2005
                                   (CONTINUED)

primarily as a result of the damages caused by Hurricane Katrina in the third
quarter of 2005. Also, 402 Julia made repairs to its fire alarm system in the
first quarter of 2005. Discontinued operation represents TCAMP's activity for
the three and nine months ended September 30, 2004 (effective October 1, 2004
the Partnership sold its 99% interest in TCAMP).

The Partnership is required to comply with the Sarbanes-Oxley Act for its fiscal
year ending December 31, 2007. The cost of compliance will be significant and
will impact future operations. In addition to the internal costs of compliance,
the Partnership's independent public accountants have estimated that future
annual audit fees will increase significantly.

                      INFLATION AND OTHER ECONOMIC FACTORS

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, principally investment in real estate
and the 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 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.

With respect to the Hurricane Katrina disaster, management feels that future
apartment rentals will not be adversely affected as the New Orleans housing
market demand is high. Normal operating expenses could rise due to possible
increases in cost of goods, energy and labor rates, as a result of the high
demand and short supply in the Gulf Coast region. Also, increases in real estate
tax and property insurance expenses as a result of increased rates in the City
of New Orleans are possible.

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

Item 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, 2005, and
have determined there are sufficient internal controls in place for the
Partnership, Portland Lofts and 402 Julia to effectively report all adjustments
necessary in order to make the consolidated financial statements and footnotes
not misleading. Management has not made any changes to the internal controls or
in other factors that could significantly affect internal controls, subsequent
to the date of our most recent evaluation.


                                       15

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                               SEPTEMBER 30, 2005

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. and 402 Julia Street Associates L.P. 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 pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

          (b)  Exhibit 31.2 - Asset Manager's Certification pursuant to 18
               U.S.C. Section 1350 as adopted pursuant to 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 pursuant to 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 pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

          (e)  Reports on Form 8-K - None


                                       16

<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 14, 2005                 By: /s/ Terrence P. Sullivan
                                            ------------------------------------
                                            Terrence P. Sullivan,
                                            President

                                       and


Date: November 14, 2005                 By: /s/ Terrence P. Sullivan
                                            ------------------------------------
                                            Terrence P. Sullivan,
                                            General Partner


                                       17