<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarter ended September 30, 2002
                            ------------------------
                                       or

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

      For the transition period from              to
                                    ------------    -------------

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


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


             Delaware                                          04-3021042
 -------------------------------                           -------------------
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)


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


Issuer's Telephone Number, Including Area Code (617) 338-6900
                                               --------------



<PAGE>


           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                  FORM 10-QSB

                               SEPTEMBER 30, 2002
                               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                      7-13

   Item 2. Management's Discussion and Analysis of Financial
             Condition or Plan of Operation                               14-16

   Item 3. Controls and Procedures                                        16

PART II -- Other Information                                              17

           Signatures                                                     18

Certification of Quarterly Report Pursuant to 18 U.S.C. Section 1350      19


<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


                                     ASSETS


<TABLE>
<S>                                                             <C>
INVESTMENT IN REAL ESTATE
     Land                                                       $  2,396,037
     Buildings and improvements                                   17,264,097
     Furniture and equipment                                         400,420
                                                                ------------
                                                                  20,060,554
     Accumulated depreciation                                     (2,806,350)
                                                                ------------
                                                                  17,254,204
                                                                ------------

INVESTMENT IN INVESTEE ENTITY                                        473,481

CASH AND CASH EQUIVALENTS
     Real estate operating                                         1,304,174
     Partnership                                                     512,841
                                                                ------------
                                                                   1,817,015
                                                                ------------
CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                         149,887

OTHER ASSETS                                                         148,611
ESCROW DEPOSITS                                                      233,067
DEFERRED COSTS, less accumulated amortization of $105,262            250,106
                                                                ------------
                                                                $ 20,326,371
                                                                ============

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage notes payable                                     $ 18,949,050
     Accounts payable and accrued expenses                           522,169
     Security deposits                                               130,579
                                                                ------------
              Total liabilities                                   19,601,798
                                                                ------------

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                948,663
     General Partner's Deficit                                      (224,090)
                                                                ------------
              Total partners' equity                                 724,573
                                                                ------------
                                                                $ 20,326,371
                                                                ============

</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, 2002 AND 2001
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                Three Months                    Nine Months
                                            Ended September 30,              Ended September 30,
                                            2002            2001            2002           2001
                                        -----------     -----------     -----------     -----------
<S>                                     <C>             <C>             <C>             <C>
REVENUE:
     Rental income                      $ 1,055,371     $   730,223     $ 3,154,357     $ 1,488,288
       Interest and other income             29,707          22,481          77,958          49,123
                                        -----------     -----------     -----------     -----------
           Total revenue                  1,085,078         752,704       3,232,315       1,537,411
                                        -----------     -----------     -----------     -----------

EXPENSES:
     Operating and administrative            88,592          79,871         261,337         242,858
       Property operating expenses:
           Payroll services                  99,744          70,452         294,913         138,272
           Utilities                        116,488         103,792         310,251         177,625
           Real estate taxes                 84,267          91,259         252,799         184,902
           Other operating expenses         271,331         169,801         691,901         286,668
       Depreciation and amortization        200,990         142,623         606,567         281,098
                                        -----------     -----------     -----------     -----------
             Total expenses                 861,412         657,798       2,417,768       1,311,423
                                        -----------     -----------     -----------     -----------

INCOME FROM OPERATIONS                      223,666          94,906         814,547         225,988

INTEREST EXPENSE                           (362,831)       (249,536)     (1,083,913)       (502,260)

EQUITY IN INCOME  OF
     INVESTEE ENTITIES                       (9,137)         30,496           6,142          70,130
                                        -----------     -----------     -----------     -----------

NET LOSS                                $  (148,302)    $  (124,134)    $  (263,224)    $  (206,142)
                                        ===========     ===========     ===========     ===========

NET LOSS ALLOCATED
     TO GENERAL PARTNER                 $    (1,483)    $    (1,241)    $    (2,632)    $    (2,061)
                                        ===========     ===========     ===========     ===========

NET LOSS ALLOCATED
     TO LIMITED PARTNERS                $  (146,819)    $  (122,893)    $  (260,592)    $  (204,081)
                                        ===========     ===========     ===========     ===========

NET LOSS PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING             $     (5.52)    $     (4.62)    $     (9.80)    $     (7.67)
                                        ===========     ===========     ===========     ===========

</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, 2002 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2001


<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, 2000                        26,588          $ 1,517,734         $  (218,342)        $ 1,299,392

  Net loss                                            --             (308,479)             (3,116)           (311,595)
                                                  ------          -----------         -----------         -----------

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

  Net loss (unaudited)                                --             (260,592)             (2,632)           (263,224)
                                                  ------          -----------         -----------         -----------
BALANCE, September 30, 2002 (unaudited)           26,588          $   948,663         $  (224,090)        $   724,573
                                                  ======          ===========         ===========         ===========
</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, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                           2002                2001
                                                                        -----------         -----------
<S>                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $  (263,224)        $  (206,142)
     Adjustment to reconcile net loss to
       net cash provided by operating activities:
            Depreciation and amortization                                   606,567             281,098
         Equity in income in Investee Entities (over) under
            distributions received                                           (6,142)            219,370
         Decrease in other assets                                            35,701             299,122
         Increase in accounts payable and accrued expenses                  158,683              89,502
         Increase in security deposits, net                                    (489)            (16,652)
                                                                        -----------         -----------
             Net cash provided by operating activities                      531,096             666,298
                                                                        -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital Expenditures -- building improvements                         (305,624)                 --
     Purchase of Furniture & Fixtures                                            --              (4,302)
     Increase in escrow deposits, net                                       (61,158)             (3,775)
     Payment of deferred costs                                                   --              (4,682)
     Cash provided by Investee Entities                                          --             244,476
                                                                        -----------         -----------
             Net cash provided by (used in) investing activities           (366,782)            231,717
                                                                        -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                        (174,939)            (49,901)
                                                                        -----------         -----------
             Cash used by financing activities                             (174,939)            (49,901)
                                                                        -----------         -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (10,625)            848,114

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            1,827,640             627,615
                                                                        -----------         -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                $ 1,817,015         $ 1,475,729
                                                                        ===========         ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                         $ 1,087,763         $   420,943
                                                                        ===========         ===========
</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, 2002
                                   (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 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, 2002, 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, 2001.

     PRINCIPLES OF CONSOLIDATION

     As of March 30, 2001, and as further discussed in Note 3, the Partnership
     holds a 99% membership interest in The Cosmopolitan at Mears Park, LLC
     (TCAMP), a Delaware limited liability company. All operating and financial
     policy decisions of TCAMP are controlled by the Partnership.

     Through December 31, 2001, and as further discussed in Note 3, the
     Partnership held a 99% general partnership interest in Portland Lofts
     Associates, LP (Portland Lofts) a Delaware limited partnership. Through
     December 31, 2001, the Partnership accounted for its investment in Portland
     Lofts under the equity method of accounting. Effective at the close of
     business on December 31, 2001, all operating and financial policy decisions
     of Portland Lofts are controlled by the Partnership.

     The consolidated financial statements as of and for the three months and
     for the nine months ended September 30, 2002 include the accounts and
     transactions of the Partnership, TCAMP and Portland Lofts after the
     elimination of all intercompany accounts and transactions. The consolidated
     statements of operations and cash flows for the three months and for the
     nine months ended September 30, 2001 include the accounts and transactions
     of the Partnership and TCAMP 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, 2002, the minority interest in TCAMP
     has been reduced to zero and cumulative losses and other charges applicable
     to the minority interest which have been charged against HPP'89 total
     approximately $3,278.



                                        7

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INVESTMENTS IN INVESTEE ENTITIES

     The Partnership accounts for its investments in its Investee Entities
     (Investee Entities) 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 are not recorded after the respective investment account is
     reduced to zero. The allocable portion of earnings of an Investee Entity
     are not recorded until all previously unrecorded losses are absorbed.

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

     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.

     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,
     2002, cash equivalents totaled $1,543,815.

     At September 30, 2002, HPP'89 had $829,973 of cash and cash equivalents on
     deposit in a bank in excess of amounts insured by the Federal Deposit
     Insurance Corporation. Also at September 30, 2002, HPP'89 had $893,620 of
     Massachusetts's 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.

     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.



                                        8

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INCOME TAXES

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

     RECLASSIFICATIONS

     Certain amounts in the three and nine months ended September 30, 2001,
     financial statements have been reclassified to conform to the 2002
     presentation.

(3)  INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

     On March 30, 2001, the Partnership obtained unilateral control over the
     major operating and financial policies of TCAMP and obtained unilateral
     control over the major operating and financial policies of Portland Lofts
     at the close of business on December 31, 2001. The Investee Entity's (402
     Julia) 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, 402 Julia 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.

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

     THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP) TCAMP, a Limited Liability
     Company, was formed on March 15, 1996, under the Delaware Limited Liability
     Company Act. Upon the formation of TCAMP, the Partnership contributed land,
     building and improvements and furniture and equipment, and certain other
     assets and liabilities, to TCAMP for a 50% ownership interest. The purpose
     of TCAMP is to engage in investment in, and operation and development of,
     real estate and interests therein. TCAMP owns a residential apartment
     complex containing 255 residential units and 2,200 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.

     Through March 29, 2001, the Partnership accounted for its investment in
     TCAMP using the equity method of accounting since management duties and
     decisions were shared among, and required the approval of, the Partnership
     and other managing members.

     On March 30, 2001, TCAMP issued a mortgage note payable secured by TCAMP's
     property, rents, and assignment of leases. Concurrently, TCAMP entered into
     an agreement with its other member owning the remaining 50% membership
     interest not then owned by the Partnership to redeem ninety-eight percent
     of her existing membership interest, thereby reducing her membership
     interest in TCAMP to 1%. Proceeds of the mortgage note payable were used to
     pay in full TCAMP's previous mortgage note payable, closing costs, make
     deposits to required escrow accounts, redeem principally all of the
     membership interest not then owned by the Partnership, and provide excess
     funds to TCAMP.


                                        9


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


(3)  INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

     The Partnership recorded a net loss of $62,952, (adjusted for
     consolidation) for the period January 1, 2001 through March 29, 2001 from
     the TCAMP investment under the equity method of accounting. The Partnership
     received cash distributions of $172,500 from TCAMP for the nine months
     ended September 30, 2001.

     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 space useable as
     either commercial space or as home/studio space for artists, 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.

     Through December 31, 2001, the Partnership owned a 99% general partnership
     interest in Portland Lofts and accounted for its investment using the
     equity method of accounting since management duties and decisions were
     shared among, and required the approval of, the Partnership and the local
     general partner.

     During September 2001, the Partnership pursued certain rights contained
     within the Portland Lofts' Partnership Agreement. At the close of business
     on December 31, 2001, the Partnership, Portland Lofts and the local general
     partner entered into an agreement whereby the local general partner
     withdrew from Portland Lofts and assigned its .9% general partnership
     interest and .1% limited partnership interest to Portland Lofts Apartments,
     LLC (a Delaware Limited Liability Company formed on December 14, 2001 and
     owned 99.9% by the Partnership and .1% by BHP) and paid a withdrawal fee of
     $250,000 to Portland Lofts.

     For the nine months ended September 30, 2001, the Partnership was allocated
     net income of $100,611 from Portland Lofts under the equity method of
     accounting. For each of the nine months ended September 30, 2002 and 2001,
     the Partnership received distributions from Portland Lofts of $117,000.

     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 3,500 net rentable square feet of commercial space
     located at 402 Julia Street, New Orleans, Louisiana.

     On September 16, 1993, HPP'89 sold one-third of its general partnership
     interest in 402 Julia to the developer general partner for $185,000.
     HPP'89's percentage of interest in 402 Julia was thereby reduced from 98%
     to 65%. The terms of the sale require annual payments of $3,500 through
     2016 and a final payment of $4,500 in 2017. At September 30, 2002, the
     remaining uncollected payments total $57,000, which are secured by the
     interest sold to the developer general partner, and are included in other
     assets.

     HPP'89 recorded net income from the 402 Julia Investment of $8,581 and
     $19,167, respectively, under the equity method of accounting as well as
     amortization of $2,439 for the nine months ended September 30, 2002 and
     2001.

     HPP'89's investment in its Investee Entity (402 Julia) at September 30,
     2002 is summarized as follows:


        Investment and advances made in cash                $ 775,000
        Evaluation and acquisition costs                       88,959
        Interest capitalization and other costs                39,615
        Net equity in loss of Investee Entity                (147,010)
        Amortization of certain costs                         (41,463)
        Sale of one third interest of Investee Entity        (241,620)
                                                            ---------
                                                            $ 473,481
                                                            =========


                                       10

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

(3)  INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

     The summary balance sheet and summary statement of operations of the
     remaining Investee Entity (402 Julia) as of September 30, 2002 and summary
     combined statement of operations for the nine months ended September 30,
     2001 are as follows. TCAMP's and Portland Loft's balance sheets have been
     consolidated with the Partnership at September 30, 2002 and the combined
     statement of operations for the nine months ended September 30, 2001
     include 402 Julia, Portland Lofts, and the activity of TCAMP for the period
     of January 1, 2001 through March 29, 2001.

                                  BALANCE SHEET
                                     ASSETS

   Land                                                          $  132,800
   Buildings and improvements (net of accumulated depreciation
    of $503,862)                                                  1,077,709
    Cash and cash equivalents                                       252,944
    Other assets, less accumulated amortization of $16,813           92,957
                                                                 ----------
                    Total assets                                 $1,556,410
                                                                 ==========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities
   Mortgage note payable                                         $1,046,177
   Other liabilities                                                 42,729
                                                                 ----------
          Total liabilities                                       1,088,906
                                                                 ----------

Partners' equity:
   HPP'89                                                           412,970
   Other partners                                                    54,534
                                                                 ----------
          Total partners' equity                                    467,504
                                                                 ----------
                Total liabilities and partners' equity           $1,556,410
                                                                 ==========



                         SUMMARY STATEMENT OF OPERATIONS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
                    COMBINED SUMMARY STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                  2002              2001
                                               ----------        ----------
Revenue:
        Rental revenue                         $  193,660        $1,984,188
        Interest and other income                  11,459            50,210
                                               ----------        ----------
          Total revenue                           205,119         2,034,398
                                               ----------        ----------
Expenses:
      Operating expenses                          106,370           807,743
      Depreciation and amortization                32,874           382,506
      Interest expense                             52,740           707,359
                                               ----------        ----------
          Total expenses                          191,984         1,897,608
                                               ----------        ----------

Net income from operations                     $   13,135        $  136,790
                                               ==========        ==========
Net income allocated to HPP'89                 $    8,581        $  122,689
                                               ==========        ==========
Net income allocated to other partners         $    4,554        $   14,101
                                               ==========        ==========


As explained elsewhere in these notes to the consolidated financial statements,
the Partnership obtained controlling interests in TCAMP and Portland Lofts
during the year ended December 31, 2001.


                                       11

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

(4)  MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS

     TCAMP's mortgage note payable bears interest at 6.995%, amortizes over a
     30-year schedule, requires monthly principal and interest payments totaling
     $93,095 commencing May 1, 2001, with the unpaid principal balance under the
     mortgage note payable on May 1, 2011. The mortgage note payable is secured
     by TCAMP's property, rents, and assignment of leases. The 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 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 is secured by the property, rents
     and assignment of leases.

     As of September 30, 2002, annual maturities of the mortgage notes for the
     next five years are as follows:

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

                            2002                   $   61,528
                            2003                      255,887
                            2004                      274,136
                            2005                      299,519
                            2006                    4,915,863

(5)  RELATED PARTY TRANSACTION AND COMMITMENTS

     TCAMP entered into a management agreement with Claremont Management
     Corporation (CMC) to manage the property. The sole shareholder of CMC is
     related to the other member of TCAMP. The agreement expires on September
     30, 2002 and automatically renews thereafter on an annual basis, unless
     terminated earlier as provided for in the agreement. The management
     agreement required the payment of a management fee through March 29, 2001
     of 4% of gross receipts, as defined in the agreement, plus the
     reimbursement of all CMC's costs of providing these services. As of March
     30, 2001, the management agreement was amended to adjust the rate to 3% of
     gross receipts. Management fees under the management agreement totaled
     $65,433 and $75,803, respectively, for the nine months ended September 30,
     2002 and 2001. Expense reimbursements to CMC for the nine months ended
     September 30, 2002 and 2001 totaled $254,449 and $202,326, respectively.

     Portland Lofts entered into a management agreement with an unrelated party
     to manage the property for a fee of 3% of the property's revenue. The
     agreement expires July 1, 2003 and automatically renews thereafter on an
     annual basis, unless terminated earlier as provided for in the agreement.

     Effective July 1, 1998, the Partnership engaged 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. The agreement expires on the earlier of June
     30, 2006 or liquidation of the Partnership, as defined. Through June 30,
     2000, the annual fee was $63,000 and effective July 1, 2000, the annual fee
     was reduced to $54,000. For the nine months ended September 30, 2002 and
     2001, GFI was reimbursed $128,886 and $155,021 respectively, for operating
     costs.

     Effective April 1, 2001, HPP'89 has 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,
     2002 and 2001, the principal of GFI was paid $45,000 and $30,000,
     respectively, for these services.


                                       12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002
                                   (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, 2002, Portland
     Lofts had entered into ten commercial leases covering 67% of the building's
     net rentable commercial space and eight commercial tenants under
     month-to-month leases. The Partnership's largest commercial tenant occupies
     28% of the commercial space at September 30, 2002, representing only 7% of
     the total square feet of the property.

     At September 30, 2002, minimum future rentals, excluding reimbursement of
     real estate taxes and certain operating expenses, to be received under
     noncancellable commercial leases for each of the next five years are as
     follows:

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

                       2002                          $  67,244
                       2003                            239,503
                       2004                            144,953
                       2005                             50,633
                       2006                             38,395

     The above amounts do not include additional rentals that will become due as
     a result of escalation provisions in the commercial leases.

     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, 2002
     approximate their fair values due to their short maturities. The fair value
     of the mortgage notes payable at September 30, 2002 approximate their
     carrying amount based on the interest rates available for similar financing
     arrangements. All financial instruments were held for non-trading purposes.



                                       13

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                               SEPTEMBER 30, 2002

ITEM 2.

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.

LIQUIDITY AND CAPITAL RESOURCES. The Partnership terminated its offering of
Units on December 29, 1989, at which time Limited Partners had purchased 26,588
Units, representing gross capital contributions of $26,588,000. Such amounts
originally contributed represent approximately 100% of the Limited Partners'
capital contributions after deduction of selling commissions, organizational and
sales costs, acquisition fees and reserves. The Partnership does not expect to
make any additional investments in new real estate.

As of September 30, 2002, the Partnership had $512,841 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 TCAMP and
Portland Lofts. The Partnership has sufficient cash to meet its short-term
operating needs.

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. The
Partnership received distributions from Portland Lofts of $117,000 for each of
the nine months ended September 30, 2002 and 2001. The Partnership received
distributions from TCAMP of $172,500 for the nine months ended September 30,
2001.

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

RESULTS OF OPERATIONS. The Partnership accounts for its investment in 402 Julia
using the equity method of accounting. As of March 30, 2001, and as discussed
further in Note 3, TCAMP's accounts and transactions are consolidated with the
accounts and transactions of the Partnership. For the period January 1, 2001
through March 29, 2001, the Partnership accounted for its investment in TCAMP
under the equity method of accounting. Through December 31, 2001, and as
discussed further in Note 3, the Partnership accounted for its investment in
Portland Lofts using the equity method of accounting. Effective the close of
business December 31, 2001, Portland Lofts' accounts are consolidated with the
accounts of the Partnership. The consolidated financial statements as of and for
the nine months ended September 30, 2002 include the accounts and transactions
of the Partnership, TCAMP and Portland Lofts after the elimination of all
inter-company accounts and transactions. The consolidated statements of
operations and cash flows for the three and nine months ended September 30, 2001
include the accounts and transactions of the Partnership and TCAMP after the
elimination of all inter-company accounts and 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 are
not recorded until all previously unrecorded losses are absorbed. Distributions
received are recorded as reductions to the investment account. Distributions
received from an Investee Entity whose respective investment account has been
reduced to zero are recorded as income.



                                       14

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                               SEPTEMBER 30, 2002

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. 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, 2001, 402 Julia recorded an economic occupancy
of 94% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 95%. 402 Julia has
benefited from a relatively strong New Orleans market and continues to record
stable operations. For the nine months ended September 30, 2002 and 2001, 402
Julia recorded net income of approximately $13,000 and $29,000. This decrease in
net income is primarily due to structural repairs to the building in the third
quarter of 2002.

For the period of January 1, 2001 through March 29, 2001, the Partnership's
allocable share of operating income and/or losses in TCAMP was 50%. Effective
March 30, 2001, TCAMP's operating activity is consolidated with that of the
Partnership. TCAMP operates in the competitive lowertown district of St. Paul,
Minnesota. TCAMP had an economic occupancy of 91% and 95%, respectively for the
nine months ended September 30, 2002 and 2001. TCAMP recorded a net loss of
approximately $57,000 for the nine months ended September 30, 2002. For the nine
months ended September 30, 2001, TCAMP recorded a net loss of approximately
$42,000. This decrease is primarily a result of a decrease in rental revenue,
due to a decrease in occupancy, an increase in insurance expense, offset by a
decrease in real estate tax expense.

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, 2001, Portland Lofts recorded an economic
occupancy of 93% for its residential units and an economic occupancy of 96% for
its commercial space for a combined economic occupancy of 94%. For the nine
months ended September 30, 2002, Portland Lofts recorded net income of
approximately $41,000. For the nine months ended September 30, 2001, Portland
Lofts recorded net income of approximately $102,000. This decrease is primarily
due to a decrease in rental revenue, as a result of a decrease in occupancy, an
increase in local taxes, offset by decreases in interest and depreciation
expenses.

The Partnership recorded a net loss, of approximately $148,000 for the three
months ended September 30, 2002 compared to a net loss of approximately $124,000
for the three months ended September 30, 2001. The Partnership recorded a net
loss, of approximately $263,000 for the nine months ended September 30, 2002
compared to a net loss of approximately $206,000 for the nine months ended
September 30, 2001. These decreases were primarily caused by the following
factors:

     A.   Rental income increased for the three and nine months ended September
          30, 2002 compared to the same periods in 2001 as a result of the
          Partnership obtaining unilateral control over TCAMP and Portland Lofts
          during the year ended December 31, 2001. The consolidated statement of
          operations for the three months September 30, 2002 include the revenue
          of TCAMP and Portland Lofts compared to the consolidated statements of
          operations for the three months ended September 30, 2001 which include
          only the revenue of TCAMP. The consolidated statement of operations
          for the nine months ended September 30, 2002 include the revenue of
          TCAMP and Portland Lofts compared to the consolidated statement of
          operations for the nine months ended September 30, 2001 which include
          only the revenue of TCAMP for the period of March 30, 2001 through
          September 30, 2001.

     B.   Interest and other income increased for the three and nine months
          ended September 30, 2002 compared to the same periods in 2001 as a
          result of the Partnership obtaining unilateral control over TCAMP and
          Portland Lofts during the year ended December 31, 2001. The
          consolidated statement of operations for the nine months ended
          September 30, 2002 include the revenue of TCAMP and Portland Lofts
          compared to the consolidated statement of operations for the nine
          months ended September 30, 2001 which include only the revenue of
          TCAMP for the period of March 30, 2001 through September 30, 2001.


                                       15

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                               SEPTEMBER 30, 2002

     C.   Operating and administrative expenses increased slightly for the nine
          months ended September 30, 2002 as compared the nine months ended
          September 30, 2001, primarily as a result of an increase in
          professional fees.

     D.   Property operating expenses, depreciation, and interest expense
          increased for the three and nine months ended September 30, 2002
          compared to the same periods in 2001 as a result of the Partnership
          obtaining unilateral control over TCAMP and Portland Lofts during the
          year ended December 31, 2001. The consolidated statement of operations
          for the three months September 30, 2002 include the expenses of TCAMP
          and Portland Lofts compared to the consolidated statements of
          operations for the three months ended September 30, 2001 which include
          only the expenses of TCAMP. The consolidated statement of operations
          for the nine months ended September 30, 2002 include the expenses of
          TCAMP and Portland Lofts compared to the consolidated statement of
          operations for the nine months ended September 30, 2001 which include
          only the expenses of TCAMP for the period of March 30, 2001 through
          September 30, 2001.

     E.   Equity in income of Investee Entities decreased for the three and nine
          months ended September 30, 2002 as compared to the same periods in
          2001 primarily as a result of the Partnership obtaining unilateral
          control over TCAMP and Portland Lofts during the year ended December
          31, 2001. Equity in income of Investee Entities for the three and nine
          months ended September 30, 2002 includes only the Partnership's
          allocable share of operating income from 402 Julia. Equity in income
          of Investee Entities for the three months ended September 30, 2001
          includes the Partnership's allocable share of operating income from
          402 Julia and Portland Lofts. Equity in income of Investee Entities
          for the nine months ended September 30, 2001 includes the
          Partnership's allocable share of operating income from 402 Julia and
          Portland Lofts for the period of January 1, 2001 through September 30,
          2001 and the allocable share of operating income from TCAMP for the
          period of January 1, 2001 through March 29, 2001. Also, for the three
          months and the nine months ended September 30, 2002 compared to the
          same periods in 2001, the Partnership's share of allocable operating
          income from 402 Julia decreased due to structural repairs made in the
          third quarter of 2002, as mentioned above.

                      INFLATION AND OTHER ECONOMIC FACTORS

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, are highly 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
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 insurance rates, 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 operations of
the properties. 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.
CONTROL AND PROCEDURES. Based on our evaluation on October 28, 2002, management
believes there are sufficient controls in place for the Partnership, TCAMP,
Portland Lofts and 402 Julia Street Associates, LP, 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.



                                       16

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                          PART II -- OTHER INFORMATION
                               SEPTEMBER 30, 2002


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. nor The Cosmopolitan
          at Mears Park, LCC are not currently subject to any material pending
          legal proceedings.

Item 2.   Changes in Securities -- Not applicable.

Item 3.   Defaults Upon 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 from Form 8-K

          (a)  Exhibits

               Exhibit No.      Description
               -----------      -----------
               99               Certification of Periodic Financial Report
                                Pursuant to 18 U.S.C. Section1350

          (b)  Reports from Form 8-K -- None



                                       17

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 HISTORIC PRESERVATION PROPERTIES 1989
                                      LIMITED PARTNERSHIP

                                 By:  Boston Historic Partners Limited
                                      Partnership, General Partner

                                      By:  Portfolio Advisory Services,
                                           Inc., General Partner

Date:  November  8, 2002                   By: /s/ Terrence P. Sullivan
       -----------------                       ------------------------
                                               Terrence P. Sullivan,
                                               President

                                      and


Date:  November 8, 2002               By:  /s/ Terrence P. Sullivan
       ----------------                    ------------------------
                                           Terrence P. Sullivan,
                                           General Partner


                                       18

<PAGE>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Historic Preservation Properties 1989
LP ("HPP'89") on Form 10-QSB for the period ended September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report")
the undersigned, in the capacities and on the date indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

I, Terrence P. Sullivan, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Historic
     Preservation Properties 1989, Limited Partnership;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries and investee entity, is made known to us by
          others within those entities, particularly during the period in which
          this quarterly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of October 28, 2002, a date within 90 days prior to
          the filing date of this quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors:

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date:  November 8, 2002                     /s/ Terrence P. Sullivan
                                            -------------------------
                                            Terrence P. Sullivan
                                            General Partner



                                       19