<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, 2001

                                       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 of                              (I.R.S. Employer
 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, 2001

                                TABLE OF CONTENTS







PART  I  -  FINANCIAL INFORMATION

            Financial Statements

            Consolidated Balance Sheet                                        3

            Consolidated Statements of Operations                             4

            Consolidated Statements of Partners' Equity (Deficit)             5

            Consolidated Statements of Cash Flows                           6-7

            Notes to Financial Statements                                  8-14

            Management's Discussion and Analysis of Financial
              Condition or Plan of Operation                              15-16

PART II  -  Other Information                                                17

            Signatures                                                       18



                                       2
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


                                     ASSETS
<TABLE>
<CAPTION>
                                                                       2001
                                                                   -----------
<S>                                                                <C>
INVESTMENT IN REAL ESTATE
     Building and improvements                                     $10,706,310
     Land                                                            1,867,937
     Furniture and equipment                                           413,187
                                                                   -----------
                                                                    12,987,434
     Accumulated depreciation                                         (267,717)
                                                                   -----------
                                                                    12,719,717
                                                                   -----------

INVESTMENTS IN INVESTEE ENTITIES                                       461,329

CASH AND CASH EQUIVALENTS
     Real estate operating                                             768,088
     Partnership                                                       707,641
                                                                   -----------
                                                                     1,475,729
                                                                   -----------

CASH EQUIVALENT, SECURITY DEPOSITS                                     112,380

OTHER ASSETS                                                            89,956
ESCROW DEPOSITS                                                        334,549
DEFERRED COSTS (net of accumulated amortization of $13,381)            239,248
                                                                   -----------
                                                                   $15,432,908
                                                                   ===========
                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage note payable                                         $13,950,099
     Accounts payable and accrued expenses                             293,831
     Security deposits                                                  95,728
                                                                   -----------
              Total liabilities                                     14,339,658
                                                                   -----------

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                1,313,653
     General Partner's Deficit                                        (220,403)
                                                                   -----------
              Total partners' equity                                 1,093,250
                                                                   -----------
                                                                   $15,432,908
                                                                   ===========

</TABLE>



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



                                       3
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001
                        AND STATEMENTS OF OPERATIONS FOR
                        THE THREE MONTHS AND NINE MONTHS
                            ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Three Months               Nine Months
                                                 Ended September 30,        Ended September 30,
                                                ---------------------     -----------------------
                                                  2001         2000          2001         2000
                                                ---------    --------     ----------    ---------
<S>                                             <C>          <C>          <C>           <C>

REVENUES:
     Rental income                              $ 680,563    $     --     $1,378,997    $      --
     Interest and other income                     72,141       5,331        158,414       18,841
                                                ---------    --------     ----------    ---------
                                                  752,704       5,331      1,537,411       18,841
                                                ---------    --------     ----------    ---------
EXPENSES:
     Operating and administrative                  79,871      69,797        242,858      230,230
     Depreciation and amortization                142,623          --        281,098           --

     Property operating expenses:
            Payroll services                       70,452          --        138,272           --
            Utilities                             103,792          --        177,625           --
            Real estate taxes                      91,259          --        184,902           --
            Other operating expenses              169,801          --        286,668           --
                                                ---------    --------     ----------    ---------
                                                  657,798      69,797      1,311,423      230,230
                                                ---------    --------     ----------    ---------
INCOME (LOSS) FROM OPERATIONS                      94,906     (64,466)       225,988     (211,389)
INTEREST EXPENSE                                 (249,536)         --       (502,260)          --
EQUITY IN INCOME OF INVESTEE ENTITIES              30,496     148,093         70,130      388,888
                                                ---------    --------     ----------    ---------
NET INCOME (LOSS)                               $(124,134)   $ 83,627     $ (206,142)   $ 177,499
                                                =========    ========     ==========    =========
NET INCOME (LOSS) ALLOCATED
     TO GENERAL PARTNER                         $  (1,241)   $    836     $   (2,061)   $   1,775
                                                =========    ========     ==========    =========
NET INCOME (LOSS) ALLOCATED
     TO LIMITED PARTNERS                        $(122,893)   $ 82,791     $ (204,081)   $ 175,724
                                                =========    ========     ==========    =========
NET INCOME (LOSS) PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                     $   (4.62)   $   3.12     $    (7.67)   $    6.61
                                                =========    ========     ==========    =========
</TABLE>












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

                                       4
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND
                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                      FOR THE YEAR ENDED DECEMBER 31, 2000


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

BALANCE, December 31, 1999                      26,588      $1,309,126     $(220,449)    $1,088,677
  Net Income                                        --         208,608         2,107        210,715
                                                ------      ----------     ---------     ----------
BALANCE, December 31, 2000                      26,588       1,517,734      (218,342)     1,299,392
  Net loss (unaudited)                              --        (204,081)       (2,061)      (206,142)
                                                ------      ----------     ---------     ----------
BALANCE, September 30, 2001 (unaudited)         26,588      $1,313,653     $(220,403)    $1,093,250
                                                ======      ==========     =========     ==========
</TABLE>









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





                                       5
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                           AND STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   2001            2000
                                                                ----------       --------
<S>                                                             <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                          $ (206,142)      $177,499
     Adjustment to reconcile net income (loss) to
       net cash provided by operating activities:
         Depreciation and amortization                             281,098             --
         Equity in income in Investee Entities over
            distributions received                                 219,370        (46,888)
         Decrease (increase) in other assets                       299,122           (559)
         Increase in accounts payable and accrued expenses          89,502         (1,694)
         Increase in security deposits, net                        (16,652)            --
                                                                ----------       --------
             Net cash provided by operating activities             666,298        128,358
                                                                ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payment of deferred costs                                      (4,682)            --
     Purchase of Furniture and Fixtures                             (4,302)            --
     Increase in escrow deposits, net                               (3,775)            --
     Cash provided by Investee Entity                              244,476             --
                                                                ----------       --------
             Net cash provided by investing activities             231,717             --
                                                                ----------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                (49,901)            --
                                                                ----------       --------
             Cash used by financing activities                     (49,901)            --
                                                                ----------       --------
NET INCREASE IN CASH EQUIVALENTS                                   848,114        128,358

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     627,615        476,949
                                                                ----------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $1,475,729       $605,307
                                                                ==========       ========
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                     $  420,943       $     --
                                                                ==========       ========
</TABLE>








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



                                       6
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                           AND STATEMENT OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,2000
                                   (UNAUDITED)


NON-CASH INVESTING ACTIVITY:

     As discussed in Note 3, effective March 30, 2001, HPP'89 acquired the
     following assets and liabilities of the Cosmopolitan at Mears Park, LLC:

         Land                                                      $  1,867,937
         Building                                                    10,706,310
         Furniture and fixtures                                         408,885
         Cash equivalents, security deposits                            109,053
         Real estate tax and insurance escrow                           330,774
         Other assets                                                   328,579
         Deferred costs                                                 247,948
         Mortgage note payable                                      (14,000,000)
         Accounts payable and accrued expenses                         (162,706)
         Security deposits                                             (109,053)























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



                                       7
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


(1)  ORGANIZATION AND GENERAL PARTNER - BHP

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

     Boston Historic Partners Limited Partnership (BHP), a Massachusetts limited
     partnership, is the general partner of HPP'89. 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, 2001, BHP had established three such
     partnerships, including HPP'89. Officers of Boston Capital Planning Group,
     Inc. (BCPG), an affiliate of BHP, were the initial limited partners of
     HPP'89. The initial limited partners withdrew as limited partners upon the
     first admission of Investor Limited Partners (Limited Partners). Prior to
     admission of the Limited Partners, all costs incurred by HPP'89 were paid
     by BHP. On May 3, 1989, the first Limited Partners were admitted to HPP'89
     and operations commenced.

     The Amended and Restated Agreement of Limited Partnership (Partnership
     Agreement) of HPP'89 generally provides that all net profits, net losses,
     tax credits and cash distributions of HPP'89 from normal operations
     subsequent to admission of Limited Partners shall be allocated 99% to the
     Limited Partners and 1% to BHP. 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 HPP'89
     on or prior to certain specified dates.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     As of March 30, 2001, and as further discussed in Note 3, HPP'89 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 HPP'89.

     The consolidated financial statements include the accounts of HPP'89 and
     TCAMP after the elimination of all intercompany transactions and activity.

     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, 2001, 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 $2,000.

     INVESTMENTS IN INVESTEE ENTITIES

     HPP'89 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.


                                       8
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

     Expenditures attributable to HPP'89'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 AND ADJUSTMENTS

     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. In recording its interest in TCAMP, HPP'89
     established a new basis of accounting by recording the fair value of the
     consideration paid to the other member for the majority of its interest,
     equal to the excess of the amount paid to that member over the recorded
     amount of the redeemed interest, as investment in real estate. The amount
     recorded was allocated to the various components of investment in real
     estate in a manner similar to the method used under the purchase method of
     accounting.

     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,
     2001, cash equivalents totaled $1,487,374.

     At September 30, 2001, HPP'89 had $341,004 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, 2001, HPP'89 had $1,056,259 of
     Massachusetts municipal money market funds which are not insured or
     guaranteed.

     DEFERRED COSTS

     Deferred costs relating to the mortgage note and a commercial lease 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.

     INCOME TAXES

     No provision (benefit) for income taxes is reflected in the accompanying
     consolidated financial statements of HPP'89. 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.




                                       9
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


(3)  INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

     HPP'89 has general partnership interests in two Investee Entities and is
     the controlling member in TCAMP.

     HPP'89's current allocable percentage of operating income and/or losses in
     the Investee Entities ranges from 65% to 99%. Each of the Investee
     Entities' agreements is different but, in general, provides for a sharing
     of management duties and decisions among HPP'89 and the respective local
     general partners or other managing members, and certain priorities to
     HPP'89 with respect to return on and return of invested capital.
     Significant Investee Entity decisions require the approval of both HPP'89
     and the local general partners. In addition, each Investee Entity has
     entered into various agreements with its local general partners, or their
     affiliates, to provide development, management and other services, for
     which the local general partners (or their affiliates), are paid fees by
     the respective Investee Entity.

     Following is a summary of information regarding Real Estate and the
     Investee Entities: HPP'89's investments:

     THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP) On December 18, 1989, HPP'89
     acquired the Cosmopolitan Building containing 255 residential units and
     approximately 2,200 square feet of commercial space. The building was
     renovated, and certain renovation costs qualified for Rehabilitation Tax
     Credits. HPP'89's investment in The Cosmopolitan Building represented
     approximately 39% of the aggregate funds initially available for
     investment. For the nine months ended September 30, 2001, the economic
     occupancy of TCAMP was 95%.

     Rehabilitation Tax Credits generated by the purchase of the Cosmopolitan
     Building and previously allocated to HPP'89's Limited Partners totaled
     $4,307,491 since inception. As of December 31, 1994, 100% of these tax
     credits were fully vested.

     Effective March 15, 1996, HPP'89 contributed the Cosmopolitan Building, and
     certain other assets and liabilities, to TCAMP (a Limited Liability
     Company) for a 50% ownership interest and accounted for its investment in
     TCAMP under the equity method of accounting through March 29, 2001.
     Distributions from TCAMP to HPP'89 and the other member are subject to the
     order of distributions as specified in the Operating Agreement of TCAMP.

     On March 30, 2001, TCAMP issued a mortgage note payable in the amount of
     $14,000,000, bearing interest at 6.995%, requiring 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. Concurrently, TCAMP entered into an agreement with its other
     member owning the remaining 50% membership interest not owned by HPP'89 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 and closing costs, make deposits to required escrow accounts,
     redeem principally all of the membership interest not owned by HPP'89 for
     approximately $6,437,000, and provide approximately $464,000 of excess
     funds to TCAMP.

     HPP'89 recorded a net loss of $62,952, (adjusted for consolidation) for the
     period January 1, 2001 through March 29, 2001 and $249,527 for the nine
     months ended September 30, 2000, respectively, from the TCAMP Investment.
     HPP'89 received cash distributions of $172,500 and $225,000 from TCAMP for
     the nine months ended September 30, 2001 and 2000, respectively. Due to
     HPP'89's acquisition of a controlling interest in TCAMP, as of March 30,
     2001, the operating activity of TCAMP is consolidated with that of HPP'89.
     Effective March 30, 2001, HPP'89 obtained unilateral control over the major
     operating and financial policies of TCAMP. In recording its interest in
     TCAMP, HPP'89 recorded the fair value of the consideration paid to the
     other member for the majority of its interest, equal to the excess of the
     amount paid to that member over the recorded amount of the redeemed
     interest, totaling $6,512,152 as investment in real estate.




                                       10
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


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

     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. For the nine months ended
     September 30, 2001, the economic occupancy of its residential units was 93%
     and the economic occupancy for its commercial space was 96% for a combined
     economic occupancy of 94%.

     HPP'89 contributed $3,820,000 through September 30, 2001 to the capital of
     Portland Lofts and owns a general partnership interest therein. HPP'89's
     investment in Portland Lofts represents approximately 21% of the aggregate
     funds initially available for investment.

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

     Generally, under the equity method of accounting, an investment may not be
     carried below zero. Also, all prior cumulative unrecorded losses of an
     investment must be taken into account in recording the balance of such
     investment. As of September 30, 2001, the net cumulative activity produced
     by the Portland Lofts investment since inception has resulted in a net
     cumulative unrecorded loss. For the nine months ended September 30, 2001
     and 2000, HPP'89 was allocated net income of $100,611 and $21,371 from
     Portland Lofts. As of September 30, 2001, the cumulative unrecorded loss
     relating to the Portland Lofts investment totaled $2,743. HPP'89 received
     distributions of $117,000 for the nine months ended September 30, 2001 and
     2000. Distributions of $13,000 and $117,000, respectively, for the nine
     months ended September 30, 2001 and 2000 were recorded as equity in income
     of Investee Entities.

     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 24 residential units and approximately
     3,500 net rentable square feet of commercial space building located thereon
     at 402 Julia Street, New Orleans, Louisiana. 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%.

     HPP'89 originally contributed $775,000 to the capital of 402 Julia and owns
     a general partnership interest therein. HPP'89's original investment in 402
     Julia represented approximately 4% of the aggregate funds initially
     available for investment. 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, 2001, the remaining uncollected payments total $60,500 which
     are secured by the interest sold to the developer general partner. The sale
     transaction did not generate any Investment Tax Credit recapture.

     Rehabilitation Tax Credits generated by 402 Julia and previously allocated
     to HPP'89 Limited Partners totaled $248,796 since inception. As of March
     31, 1995, 100% of these credits were fully vested.

     HPP'89 recorded net income from the 402 Julia Investment of $19,167 and
     $24,800, respectively, as well as amortization of $2,439 for the nine
     months ended September 30, 2001 and 2000.






                                       11
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


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

     JENKINS COURT ASSOCIATES LIMITED PARTNERSHIP (Jenkins Court) was a Delaware
     limited partnership which was formed on December 20, 1988 to acquire,
     construct, rehabilitate, operate and manage a 144,000 net rentable square
     foot five-story building and 30,000 net rentable square feet of new retail
     space, including storage areas and parking facilities, located at Old York
     Road and Rydal Road, Jenkintown Borough, Pennsylvania. HPP'89 contributed
     $6,563,064 to the capital of Jenkins Court through the date of Jenkins
     Court's Chapter 11 filing (see below) and had a general partnership
     interest therein. HPP'89's investment in Jenkins Court represented
     approximately 36% of the aggregate funds initially available for
     investment.

     On November 23, 1994, Jenkins Court filed a petition for relief under
     Chapter 11 of the federal bankruptcy laws in United States Bankruptcy Court
     for the jurisdiction of the Eastern District of Pennsylvania. On August 31,
     1995, considering the unlikelihood of a successful plan of reorganization,
     Jenkins Court and the mortgage holder entered into a settlement agreement
     under which Jenkins Court transferred the deed and title of the property to
     the mortgage holder. The mortgage holder released Jenkins Court and its
     guarantors for the entire indebtedness. As of August 31, 1995, 98.4% of the
     Limited Partners' tax credits were vested prior to the loss of the
     property. Although Jenkins Court no longer owned investment property or had
     property operations after August 31, 1995, the Jenkins Court partnership
     remained in existence until December 31, 1999 to resolve certain
     partnership assets and liabilities. In September 1999, HPP'89 collected
     $113,752 from the proceeds of the collateral securing HPP'89's default loan
     receivable from Jenkins Court.

     HPP'89's investments in the remaining Investee Entities at September 30,
     2001 are summarized as follows:

         Cumulative:                                              2001
                                                              -----------

         Investment and advances made in cash                 $ 4,880,288
         Evaluation and acquisition costs                         835,709
         Interest capitalization and other costs                   39,615
         Net equity in loss of Investee Entities                 (757,725)
         Reserves for realization of investments               (3,469,267)
         Amortization of certain costs                            (58,671)
         Distributions received from Investee Entities           (767,000)
         Sale of one third interest of Investee Entity           (241,620)
                                                              -----------
                                                              $   461,329
                                                              ===========

     The equity in income of Investee Entities reflected in the accompanying
     consolidated statements of operations included income of $72,569 and
     $391,327, for the nine months ended September 30, 2001 and 2000,
     respectively, and annual amortization of certain costs of $2,439, for each
     of the nine months ended September 30, 2001 and 2000.

     Summary combined balance sheet of the remaining Investee Entities as of
     September 30, 2001 and summary combined statements of operations for the
     nine months ended September 30, 2001 and 2000 are as follows. TCAMP's
     balance sheet has been consolidated with HPP'89 as of March 30, 2001 and
     the combined statement of operations for the nine months ended September
     30, 2001 includes TCAMP's activity for the period of January 1, 2001
     through March 29, 2001. As of March 30, 2001, TCAMP's activity is
     consolidated with that of HPP'89's.




                                       12
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


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

                             COMBINED BALANCE SHEET
                                     ASSETS


<TABLE>
<S>                                                                        <C>
Buildings and improvements (net of accumulated
    depreciation of $3,658,460)                                            $ 8,693,366
Land                                                                         1,032,326
Other assets (net of accumulated amortization of $71,662)                      135,767
Cash and cash equivalents                                                      561,441
                                                                           -----------
         Total assets                                                      $10,422,900
                                                                           ===========
                        LIABILITIES AND PARTNERS' EQUITY

Liabilities
      Mortgage and notes payable                                           $ 6,291,551
      Other liabilities                                                        402,018
                                                                           -----------
      Total liabilities                                                      6,693,569
                                                                           -----------
Partners' equity:
      HPP'89                                                                 2,617,004
      Other partners                                                         1,112,327
                                                                           -----------
      Total partners' equity                                                 3,729,331
                                                                           -----------
         Total liabilities and partners' equity                            $10,422,900
                                                                           ===========

                     COMBINED STATEMENTS OF OPERATIONS

                                                             2001              2000
                                                          -----------      -----------
Revenue:
      Rental revenue                                      $ 1,984,188      $ 3,230,083
      Interest and other income                                50,210           77,921
                                                          -----------      -----------
                                                            2,034,398        3,308,004
                                                          -----------      -----------
Expenses:
      Interest expense                                        707,359          896,586
      Depreciation and amortization                           382,506          424,927
      Operating expenses                                      807,743        1,427,890
                                                          -----------      -----------
                                                            1,897,608        2,749,403
                                                          -----------      -----------
Net income from operations                                $   136,790      $   558,601
                                                          ===========      ===========
Net income allocated to HPP'89                            $   122,689      $   295,698
                                                          ===========      ===========
Net income allocated to other partners                    $    14,101      $   262,903
                                                          ===========      ===========
</TABLE>


(4)  MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS

     As discussed in Note 3, on March 30, 2001, TCAMP issued a mortgage note
     payable in the amount of $14,000,000 bearing interest at 6.995%, amortizing
     over a 30-year schedule, requiring 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 $31,489, $2,963, and $5,313,
     respectively.



                                       13
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


(4)  MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS (CONTINUED)

     As of September 30, 2001, annual maturities of the mortgage note are as
     follows:

                  Year Ending December 31, 2001               $    32,815
                                           2002                   134,472
                                           2003                   144,326
                                           2004                   152,110
                                           2005                   166,046
                                        Thereafter             13,320,330

(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 expired on September
     30, 2001 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
     $75,803 and $87,438, respectively, for the nine months ended September 30,
     2001 and 2000. Expense reimbursements to CMC for the nine months ended
     September 30, 2001 and 2000 totaled $202,326 and $213,313, respectively.

     Effective July 1, 1998, HPP'89 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, 2001 and 2000,
     GFI was reimbursed $155,021 and $122,283, respectively, for operating
     costs.

(6)  LIABILITY OF MEMBERS AND DISTRIBUTIONS OF CASH

     The liability of the Members 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 discharge its liabilities.

     Distributions by TCAMP to the Members at the end of each fiscal year, or at
     such time as determined by the Board of Managers, are as follows:

     (i)  First, to the payment of any principal or interest due with respect to
          any loans from Members, with any such payments to be applied first to
          accrued but unpaid interest and then to principal;

     (ii) Second, the balance, if any, to the Members in accordance with their
          respective percentage interests (99% - HPP'89 and 1% - other member).

(7)  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of cash and cash equivalents, cash equivalent security
     deposits, other assets, escrow deposits, accounts payable and accrued
     expenses, and security deposits at September 30, 2001 approximate their
     fair values due to their short maturities. The fair value of the mortgage
     payable at September 30, 2001 approximates its carrying amount based on the
     interest rates available for similar financing arrangements. All financial
     instruments were held for non-trading purposes.






                                       14
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                               SEPTEMBER 30, 2001


The following discussion should be read in conjunction with the accompanying
financial statements for the nine month period ended September 30, 2001 and the
Form 10-KSB for the year ended December 31, 2000.

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 such as "expects,"
"anticipates," "intends," "plans," "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 properties.

As of September 30, 2001, the Partnership had $707,641 of total cash and cash
equivalents. HPP'89's cash is used primarily to fund general and administrative
expenses of managing the public fund. The Partnership has sufficient cash to
meet short-term operating needs.

The short-term liquidities of TCAMP and the Investee Entities depend on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stable 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, 2001 and 2000. The Partnership received distributions
from TCAMP of $172,500 and $225,000, respectively, for the nine months ended
September 30, 2001 and 2000.

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 two of its investments in
its two 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. The Partnership's allocable share of operating
income and/or losses in Investee Entities range from 65% to 99%.

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.

As of March 30, 2001 HPP'89 holds a 99% membership interest in TCAMP. As of
March 30, 2001, the operating activities of TCAMP are consolidated with that of
HPP'89's.

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 in recent years. 402 Julia rents units to residential tenants,
approximately half of which are under short-term operating leases expiring
within one year from signing with the remaining rented under month-to-month
arrangements. For the nine months ended September 30, 2001, 402 Julia recorded
net income of approximately $29,000 which included depreciation and amortization
of approximately $33,000.



                                       15
<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                               SEPTEMBER 30, 2001


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%. Portland
Lofts rents space to residential tenants principally under month-to-month
arrangements and to commercial tenants under operating leases of varying terms
expiring through 2005. As of September 30, 2001, the Partnership had entered
into twelve commercial leases with the remaining commercial tenants under
month-to-month agreements. Portland Lofts' largest commercial tenant occupancies
23% of the commercial space at September 30, 2001, representing only 5.8% of the
total square feet of the property. For the nine months ended September 30, 2001,
Portland Lofts recorded net income of approximately $102,000 which included
depreciation and amortization of approximately $213,000.

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP has achieved stable occupancy and had an economic occupancy of 95% for the
nine months ended September 30, 2001. TCAMP recorded a net loss of approximately
$42,000, which included depreciation and amortization of approximately $418,000,
for the nine months ended September 30, 2001.

On March 30, 2001, TCAMP issued a mortgage note payable in the amount of
$14,000,000, bearing interest at 6.995%, amortizing over a 30 year schedule,
requiring 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. Concurrently, TCAMP entered into an agreement with the
other member owning a 50% membership interest 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 and closing costs, make deposits to
required escrow accounts, redeem principally all of the other member's
membership interest for approximately $6,437,000, and provide approximately
$464,000 of excess funds to TCAMP.

The Partnership recorded a net loss, under general accepted accounting
principles of $124,134 for the three months ended September 30, 2001, compared
to net income of $83,627 for the three months ended September 30, 2000. This
decrease is mainly due to the consolidated operating activity of TCAMP which
includes increases in expenses of approximately $588,000, interest expense of
approximately $250,000, and a decrease in equity in income of investee entities
of approximately $118,000 offset by an increase in revenue of approximately
$747,000. As mentioned above, after March 30, 2001, TCAMP's operating activities
are consolidated with that of HPP'89's, where as prior to March 30, 2001,
TCAMP's operating activity was recorded on the equity method of accounting.
TCAMP's net income decrease by approximately $278,000 for the three months ended
September 30, 2001 as compared to the same period in 2000. This decrease is
attributed to increases in interest expense and depreciation, as a result of the
refinancing of the property debt and acquisition of the majority of the other
member's interest in TCAMP.

The Partnership recorded a net loss, under general accepted accounting
principles of $206,142 for the nine months ended September 30, 2001, compared to
net income of $177,499 for the nine months ended September 30, 2000. This
decrease is mainly due to the consolidated operating activity of TCAMP which
includes increases in expenses of approximately $1,081,000 and interest expense
of approximately $502,000, a decrease in equity in income of investee entities
of approximately $319,000, offset by an increase in revenue of approximately
$1,519,000. As mentioned above, after March 30, 2001, TCAMP's operating
activities are consolidated with that of HPP'89's, where as prior to March 30,
2001, TCAMP's operating activity was recorded on the equity method of
accounting. TCAMP's net income decrease by approximately $541,000 for the nine
months ended September 30, 2001 as compared to the same period in 2000. This
decrease is attributed to increases in interest expense, depreciation and
amortization, as a result of the refinancing of the property debt and
acquisition of the majority of the other member's interest in TCAMP. TCAMP's
parking income increased, as a result of increased rental rates, for the nine
months ended September 30, 2001, compared to the same period in 2000.






                                       16
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                               SEPTEMBER 30, 2001



Item 1.   Legal Proceedings

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

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

Item 2.   Changes in Securities - Not applicable.

Item 3.   Defaults Upon 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 - None

          (b)  Reports from Form 8-K - None





                                       17
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


In accordance with the requirements of the Securities 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 9, 2001                    By: /s/ Terrence P. Sullivan
                                              ---------------------------
                                              Terrence P. Sullivan
                                              President

                                      and


Date: November 9, 2001                    By: /s/ Terrence P. Sullivan
                                              ---------------------------
                                              Terrence P. Sullivan
                                              General Partner






                                       18