UNITED STATES PRIVATE  
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities 
Exchange Act of 1934
For the quarter ended    September 30, 1997                        	
			or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934

For the transition period from              to              

Commission File Number 33-24129                             

Historic Preservation Properties 1989 Limited Partnership
(Exact name of registrant as specified in its charter)

      Delaware                 				   04-3021042   
(State or other jurisdiction				(I.R.S. Employer
    of incorporation or					Identification No.)
      organization)

Batterymarch Park II,  Quincy,  Massachusetts        02169
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (617) 472-1000

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the  
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
									Yes  X       No     


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

       HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                             FORM 10-Q

                        SEPTEMBER 30, 1997

                        TABLE OF CONTENTS

                                                     											Page


PART  I  -  FINANCIAL INFORMATION	

	Financial Statements

		Balance Sheets	                                       							 3	

		Statements of Operations		                              					 4

		Statements of Partners' Equity (Deficiency)				 	             5 

		Statements of Cash Flows		                             			 		 6 

		Notes to Financial Statements		                           			 7-13 

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

PART II -  OTHER INFORMATION	                             					17
	
		Signatures	                                        									 18

















        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                            BALANCE SHEETS

               SEPTEMBER 30, 1997 AND DECEMBER 31, 1996



                              ASSETS

                                                      1997          1996
                                                  (Unaudited)

INVESTMENTS IN INVESTEE ENTITIES                $  3,998,118    $ 4,097,336
		Less reserve for realization of
   investments	in Investee Entities               (3,469,267)    (3,469,267)
                                                -------------   ------------
                                                     528,851        628,069

CASH AND CASH EQUIVALENTS                            173,739        163,316
OTHER ASSETS                                          81,005        101,155
                                                ------------    -----------   
                                                $    783,595    $   892,540
                                                ============    ===========
                    
                         LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
		Accounts payable                              $     4,443     $     3,734
		Accrued expenses and other liabilities             38,880          42,110
                                                -----------     -----------
						Total liabilities                              43,323          45,844
                                                -----------     -----------
COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY:
 	Limited Partners' Equity - Units of  
   Investor Limited Partnership interest,
   $1,000 stated value per Unit-Issued
   and outstanding 26,588 units                     964,205       1,069,565
		General Partner's Deficiency                     (223,933)       (222,869)
                                                 -----------    ------------    
						Total partners' equity                        740,272         846,696
                                                 ----------     ------------ 
                                                 $  783,595     $   892,540
                                                 ==========     ============

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



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                          STATEMENTS OF OPERATIONS

          FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
        AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                               (UNAUDITED)

                                     Three Months           Nine Months
                                  Ended September 30,    Ended September 30,   
             
                                  1997         1996      1997         1996
REVENUES:
	Rental and related income       $     -    $      -   $      -    $  533,027
	Interest and other income         2,026       4,950     28,007        26,939
                                 -------    --------   --------    -----------
                                   2,026       4,950     28,007       559,966
EXPENSES:
	Operating and administrative     43,563      32,285    118,913       115,731
	Professional fees                10,600       1,630     33,300        24,186
	Depreciation and amortization         -           -          -       124,804
	Property operating expenses:
		Payroll services                     -           -          -        52,597
		Utilities                            -           -          -        84,691
		Real estate taxes                    -           -          -        85,698
		Other operating                      -           -          -        87,266
		                               --------   ---------   --------   -----------
                                  54,163      33,915    152,213       574,973
                                 -------    --------    -------    -----------
                                 (52,137)    (28,965)  (124,206)      (15,007)

PROVISION FOR IMPAIRMENT OF
 REAL	ESTATE AT TRANSFER OF 
 OWNERSHIPINTEREST IN REAL
 ESTATE TO INVESTEE ENTITY             -           -          -    (8,437,963)
                                ---------   ---------  ---------  ------------
LOSS FROM OPERATIONS             (52,137)    (28,965)  (124,206)   (8,452,970)
 
INTEREST EXPENSE                       -           -          -      (507,513)

EQUITY IN INCOME OF
 INVESTEE ENTITIES                39,746      16,637     17,782        26,696

                                --------    --------   --------    ---------- 
NET LOSS BEFORE EXTRAORDINARY
 GAIN                            (12,391)    (12,328)  (106,424)   (8,933,787)
	 
EXTRAORDINARY GAIN ON
	EXTINGUISHMENT OF DEBT                -           -          -     9,182,017
                                ---------   ---------  ---------   -----------

NET INCOME (LOSS)              $ (12,391)   $(12,328)  $(106,424)  $  248,230
                               ==========   =========  ==========  ========== 

NET INCOME (LOSS) ALLOCATED
	TO GENERAL PARTNER            $    (124)   $   (123)  $  (1,064)  $    2,482
                               ==========   =========  ==========  ==========

NET INCOME (LOSS) ALLOCATED
	TO LIMITED PARTNERS           $ (12,267)   $(12,205)  $(105,360)  $  245,748
                               ==========   =========  ==========  ==========

NET INCOME (LOSS) PER UNIT OF
	INVESTOR LIMITED PARTNERSHIP
	INTEREST, BASED ON 26,588 
 UNITS	ISSUED AND OUTSTANDING  $    (.46)   $  (.46)   $   (3.96)  $     9.24
                               ==========   ========   ==========  ==========

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

4

        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

              STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

            FOR THE NINE MONTHS ENDED SEPTEMBER 30,1997 AND 

               FOR THE YEAR ENDED DECEMBER 31, 1996

                         (UNAUDITED)


                                 Units of
                                 Investor     Investor
                                 Limited      Limited     General
                               Partnership    Partners'  Partner's
                                Interest       Equity    Deficiency   Total

BALANCE, December 31,1995        26,588      $ 600,455   $(227,607)  $372,848

   Net income                         -        469,110       4,738    473,848
                                 ------      ---------   ---------   --------

BALANCE, December 31,1996        26,588       1,069,56   (222,869)    846,696

   Net Loss                           -       (105,360)    (1,064)   (106,424)
                                 ------      ----------  ---------  ---------- 

BALANCE, September 30,1997       26,588     $  964,205  $(223,933)  $ 740,272
                                 ======     ==========  ==========  =========
                         
The accompanying notes are an integral part of these financial statements.

5

        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                      STATEMENTS OF CASH FLOWS

         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                           (UNAUDITED)




                                                   1997           1996

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                             $  (106,424)    $  248,230
Adjustment to reconcile net income
 (loss) to	net cash used in operating
 activities:

	Depreciation and amortization	                         -        124,804
	Amortization of discount on mortgage payable           -        233,893
	Provision for impairment of real estate at 
  transfer of ownership interest in real
  estate to investee entities                           -      8,437,963
	Extraordinary gain on extinguishment of debt           -     (9,182,017)
	Deferred interest expense added to
  the principal of mortgage payable                     -         78,237
	Equity in income in investee entities            (17,782)       (26,696)
	Decrease (increase) in other assets               20,150           (807)
	Increase (decrease) in accounts payable              709         (2,211)
	Increase (decrease) in expenses and other        
  liabilities                                      (3,230)        68,698
                                                ----------   ------------
   		Net cash used in operation activities       (106,577)       (19,906)
                                                ==========   ============

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of furniture and equipment                    -         (2,694)
	Cash payment at transfer of ownership          
  interest in	investment in real estate
  to investee entity                                    -       (679,567)
	Cash distributions from investee entities        117,000         68,800
                                                ---------     -----------
	Net cash provided by (used in) investing     
  activities                                      117,000       (613,461)
                                                =========     ===========
NET INCREASE (DECREASE) IN CASH	                   10,423       (633,367)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    163,316        788,602
                                               ----------     ---------- 

CASH AND CASH EQUIVALENTS, END OF PERIOD      $   173,739     $ 155,235
                                              ===========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest                       $         -     $ 301,349
                                              ===========     =========

NONCASH FINANCING ACTIVITITY:
	Interest expense not paid form net
  cash flow and added	to the mortgage
  payable balance.                           $         -      $  78,237
                                             ===========      =========

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



         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP 

                       NOTES TO FINANCIAL STATEMENTS

                            SEPTEMBER 30, 1997

                               (UNAUDITED)

(1) 	Organization and General  Partner - BHP 

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

	The general partner of HPP'89 is Boston Historic Partners Limited 
Partnership (BHP), a Massachusetts limited partnership.  BHP was formed in 
November 1986 for the purpose of organizing, syndicating and managing publicly 
offered real estate limited partnerships (Public Rehabilitation Partnerships).  
As of September 30, 1997, BHP had established three such partnerships,
including HPP'89.

(2)	Basis of Presentation

	The accompanying unaudited financial statements of HPP'89 have been 
prepared in accordance with generally accepted accounting principles for
interim financial information and generally with instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly, they do not include all of 
the information and footnotes required by generally accepted accounting 
principles for complete financial statements.  In the opinion of management, 
all adjustments (consisting of normal recurring accruals) considered necessary 
for a fair presentation have been included.  Operating results for the nine 
months ended September 30, 1997 are not necessarily indicative of the 
results that may be expected for the year ending December 31, 1997.  
For further information, refer to the financial statements and footnotes 
thereto included in the Annual Report on Form 10-K for the year ended 
December 31, 1996 for HPP'89, as filed with the Securities and 
Exchange Commission.

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

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

	As discussed below, in March 1996, HPP'89 contributed land, building and 
improvements and furniture and equipment related to its property located in St. 
Paul, Minnesota (the Cosmopolitan Building), and certain other assets and 
liabilities, to a limited liability company for a 50% ownership interest in the 
Investee Entity.
	
	HPP'89's current allocable percentage of operating income and/or losses in 
the Investee Entities ranges from 50% to 99%. Each of the Investee Entities' 
agreements is different but, in general, provides for a sharing of management 
duties and decisions among HPP'89 and the respective local general partners or 
other managing members, and certain priorities to HPP'89 with respect to return 
on and return of invested capital.  Significant Investee Entity decisions 
require the approval of both HPP'89 and the local general partners or other 
managing members.  In addition, each Investee Entity has entered into 
various agreements with its local general partners or members, or their 
affiliates, to provide development, management and other services, for which 
the local general partners or other members (or their affiliates), are paid 
fees by the respective Investee Entity.

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

	Jenkins Court Associates Limited Partnership  (Jenkins Court) is a Delaware 
limited partnership formed on December 20, 1988 to acquire, construct, 
rehabilitate, operate and manage a 144,000 net rentable square foot five-story 
building and 30,000 net rentable square feet of new retail space, including 
storage areas and parking facilities, located at Old York Road and Rydal Road, 
Jenkintown Borough, Pennsylvania.  

	HPP'89 contributed $6,563,064 through the date of Jenkins Court's Chapter 
11 filing (see below) to the capital of Jenkins Court and had a general 
partnership interest therein.  HPP'89's investment in Jenkins Court represented 
approximately 36% of the aggregate amount which HPP'89 originally contributed 
to the capital of its three Investee Entities acquired during 1989 and to 
purchase its direct interest in the Cosmopolitan Building.


7
        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                        SEPTEMBER 30, 1997

                           (UNAUDITED)

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

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

	Management of Jenkins Court was negotiating with the lender to extend the 
notes to June 15, 1995. On September 30, 1994, the lender sold the notes to a 
real estate investment entity, who became the new holder of the notes. 
Management of Jenkins Court entered negotiations with the new holder to 
extend or restructure the notes. On November 23, 1994, the new holder presented 
a demand for payment in full of the balance of the notes and accrued interest 
thereon. On November 23, 1994, Jenkins Court filed a petition for relief under 
Chapter 11 of the federal bankruptcy laws in United States Bankruptcy Court for
the jurisdiction of the Eastern District of Pennsylvania. Under Chapter 11, 
certain claims against the Jenkins Court in existence prior to the filing of 
the petition for relief under federal bankruptcy laws were stayed while Jenkins 
Court continued business operations as Debtor-in-Possession.  Although the 
acceptance of a plan of reorganization through the bankruptcy proceeding was 
highly unlikely, Jenkins Court had achieved a short-term goal of maximizing the 
vesting of the majority of its remaining tax credits on June 30, 1995.

	On August 31, 1995, Jenkins Court and the mortgage holder entered into a 
settlement agreement to resolve the bankruptcy litigation. As part of the 
settlement agreement, Jenkins Court transferred the deed and title to the 
property to the mortgage holder in lieu of foreclosure proceedings. The 
mortgage holder agreed to release Jenkins Court and its guarantors for the 
entire indebtedness and Jenkins Court received $25,000 to pay certain 
professional fees incurred during the bankruptcy proceedings. 

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

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

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

	402 Julia Street Associates Limited Partnership (402 Julia) is a Delaware 
limited partnership formed on July 25, 1989 to acquire, construct, 
rehabilitate, operate and manage a 19,000 square foot site and the building 
situated thereon and to rehabilitate the building into 24 residential units 
and approximately 3,500 net rentable square feet of commercial space located 
thereon at 402 Julia Street, New Orleans, Louisiana. At September 30, 1997, 
402 Julia had leased 100% of its residential units and commercial space.

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

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



8
       HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

              NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       SEPTEMBER 30, 1997

                         (UNAUDITED)

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

	On September 16, 1993, HPP'89 sold one-third of its general partnership 
interest in 402 Julia to the developer general partner for $185,000. HPP'89's 
percentage of interest in 402 Julia was thereby reduced from 98% to 65%. The 
terms of the sale required an initial payment of $100,000, which was received 
in September 1993, and requires annual payments of $3,500 through 2016 and a 
final payment of $4,500 in 2017. A total of $74,500 remains uncollected as 
of September 30, 1997 and is secured by the interest sold to the developer 
general partner.

	For  the nine  months ended September 30, 1997, HPP'89 recorded net loss of 
$4,400 as well as amortization of $2,439 from 402 Julia.

	Portland Lofts Associates Limited Partnership  (Portland Lofts) is a 
Delaware limited partnership formed on August 8, 1989 to acquire, construct, 
rehabilitate, operate and manage three buildings containing 107 residential 
units including ground floor space useable as either commercial space or as 
home/studio space for artists, located at 555 Northwest Park Avenue in 
Portland, Oregon. At September 30, 1997, Portland Lofts had leased 
approximately 95% of its residential units and approximately 89% of its net 
rentable commercial space resulting in a combined occupancy of 93% for the 
property.

	HPP'89 contributed $3,820,000 through September  30, 1997 to the capital of 
Portland Lofts and owns a general partnership interest therein. HPP'89's 
investment in Portland Lofts represents approximately 21% of the aggregate 
amount which HPP'89 originally contributed to the capital of its three 
Investee Entities acquired in 1989 and to purchase its direct interest in the 
Cosmopolitan Building.

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

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

	In 1990, HPP'89 had reserved against its investment in Portland Lofts 
reducing such investment to zero due to the substantial doubt that Portland 
Lofts may not be able to continue as a going concern.  Due to the debt 
settlement and refinancing completed in June 1996, Portland Lofts is expected 
to continue as a going concern. Generally, under the equity method of 
accounting, an investment may not be carried below zero.  Accordingly, since 
the Portland Lofts Investment was fully reserved for, HPP'89 had cumulative 
unrecorded losses of $1,325,926 at December 31, 1995.  Principally a result 
of the extraordinary gain on extinguishment of debt, Portland Lofts generated 
net income of $1,547,514 for the year ended December 31, 1996 of which HPP'89 
has been allocated $1,532,039. Consequently, in 1996, HPP'89 was able to 
recover all of its cumulative unrecorded losses from Portland Lofts and 
recognize income in equity from its investment in Portland Lofts.  In 1996, 
HPP'89 received $26,000 of distributions from Portland Lofts. 

  For the nine months ended September 30, 1997, Portland Lofts allocated a 
net loss of $92,649 and paid cash distributions of $117,000 to HPP'89.  As 
mentioned above, generally, under the equity method of accounting, an 
investment may not be carried below zero.  During the quarter ended September 
30, 1997, HPP'89's investment in Portland Lofts was reduced to zero due to 
allocated losses and distributions received.  Furthermore, HPP'89 was unable 
to record $14,330 of its allocated losses and distributions of $15,206 were 
recorded as equity income of Investee Entities for the quarter ended September 
30, 1997.  Although HPP'89's investment in Portland Lofts has been reduced 
to zero, Portland Lofts is expected to continue as a going concern and to 
continue to provide distributions to HPP'89.  As of September 30, 1997, HPP'89 
had cumulative unrecorded losses totaling $14,330.

	The Cosmopolitan at Mears Park, LLC (TCAMP)  On December 18, 1989, HPP'89 
acquired the Cosmopolitan Building containing 255 residential units and 
approximately 2,200 square feet of commercial space.  The building was 
renovated, and certain renovation costs qualified for Rehabilitation Tax 
Credits.  HPP'89 purchased the Cosmopolitan Building for one dollar and 
assumed mortgage indebtedness with a face value of $22,500,000.  In accordance 
with the terms of the Purchase and Sale Agreement, HPP'89 paid $5,000,000 at 
the closing which was used to repay a portion of the outstanding mortgage loan 
principal.

9
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          SEPTEMBER 30, 1997

                             (UNAUDITED)

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

	The Cosmopolitan Building was originally recorded at the net purchase price 
of the net indebtedness assumed by HPP'89 plus the amount paid at the closing. 
Subsequent improvements were recorded at cost.  HPP'89's investment in The 
Cosmopolitan Building represented approximately 39% of the aggregate amount 
which HPP'89 originally contributed to the capital of its three Investee 
Entities acquired in 1989 and to purchase its direct interest in the 
Cosmopolitan Building.

	Rehabilitation Tax Credits generated by the purchase of the Cosmopolitan 
Building and previously allocated to HPP'89's Limited Partners totaled 
$4,307,491 since inception.  As of December 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 Delaware limited liability 
company) for a 50% ownership interest.  Concurrently, another member 
contributed $650,000 cash to TCAMP for a 50% ownership interest.  
Simultaneously, TCAMP issued a mortgage note in the amount of $7,000,000, 
the proceeds of which along with the $650,000 contributed cash were used to 
settle in full HPP'89's mortgage note payable related to the Cosmopolitan 
Building.  The fair value of the Cosmopolitan Building and other assets 
contributed by HPP'89 approximated the fair value of liabilities transferred 
to TCAMP by HPP'89 and the amount paid by TCAMP to settle in full HPP'89's 
mortgage note payable related to the Cosmopolitan Building.  This transaction 
resulted in a provision for impairment of real estate of $8,437,963 to 
recognize a reduction to fair value at the date of contribution to TCAMP and 
an extraordinary gain on debt extinguishment of $9,182,017 to recognize the 
difference between the amount outstanding under the mortgage payable and the 
amount accepted by the lender from TCAMP in full settlement.

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

 For the nine months ended September 30, 1997, HPP'89 recorded net income of 
$87,734 from TCAMP.  In 1996, HPP'89 received total distributions of $98,200 
from TCAMP.  Distributions in excess of net income and HPP'89's original 
equity investment totaling $65,866 were recorded as equity income from Investee 
Entities for the year ended December 31, 1996. 

 At September 30, 1997, the economic occupancy at The Cosmopolitan Building 
was approximately 98%.

	HPP'89's investments in the Investee Entities at September  30, 1997 and 
December 31, 1996 are summarized as follows:

Cumulative:                                             1997          1996
                                                     (Unaudited)    (Audited)

   Investments and advances made in cash           $  4,845,000   $ 4,845,000
   Evaluation and acquisition costs                     835,709       835,709
   Interest capitalization and other costs               39,615        39,615
   Equity in losses of Investee Entities             (1,193,723)   (1,213,944)
   Reserves for realization of investments           (3,469,267)   (3,469,267)
   Amortization of certain costs                        (45,663)      (43,224)
   Distributions received from Investee Entities       (241,200)     (124,200)
   Sale of one third interest of Investee Entity       (241,620)     (241,620) 
                                                   -------------  ------------ 
                                                   $    528,851   $   628,069
                                                   ============   ===========

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

	The equity in income of Investee Entities reflected in the accompanying 
statements of operations includes net allocated income of $20,221 (unaudited) 
and annual amortization of certain costs of $2,439, for the nine months ended 
September 30, 1997.

10

         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP 

                NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          SEPTEMBER 30, 1997

                             (UNAUDITED)

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

	Summary combined balance sheets of the four Investee Entities as of 
September 30, 1997 and December 31, 1996, as well as summary combined 
statements of operations for the nine months ended September 30, 1997 and 1996 
are as follows.  Certain balances for 1996 have been reclassified to conform 
to their 1997 presentation.


                       COMBINED BALANCE SHEETS

                              ASSETS


                                                  1997          1996
                                              (Unaudited)    (Audited)

  Buildings and improvements, (net of 
   accumulated depreciation $2,818,890,
   1997;$2,350,515, 1996)                    $ 15,998,153    $ 16,382,387
  Land                                          2,041,326       2,041,326
  Other assets (net of accumulated 
   amortization;$72,434, 1997;
   $47,543, 1996)                                 722,223         711,942
  Cash                                            145,081         296,895
                                             ------------    ------------ 

           Total assets	                    $  18,906,783    $ 19,432,550
                                            =============    ============

                   LIABILITIES AND PARTNERS' EQUITY

                                                  1997           1996
                                              (Unaudited)     (Audited)
  Liabilities:
   Mortgage and notes payable              $   13,452,128    $ 13,564,967
   Other liabilities	                             797,829         743,804
                                           --------------    ------------
      Total liabilities                        14,249,957      14,308,771
                                           --------------    ------------
  Partners' equity: 
   HPP'89                                       3,513,989       3,640,377
   Other partners                               1,142,837       1,483,402
                                           --------------    ------------ 
  Total partners' equity                        4,656,826       5,123,779

      Total liabilities and 
       partners' equity                   $    18,906,783    $ 19,432,550
                                          ===============    ============

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

11

         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

               NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                         SEPTEMBER 30, 1997

                            (UNAUDITED)

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


                   	COMBINED STATEMENTS OF OPERATIONS

                                                 1997          1996
                                             (Unaudited)    (Unaudited)
Revenue:
    Rental revenue                          $ 2,713,607     $ 1,245,162
    Interest and other income                    60,159          33,118
                                            -----------     ----------- 
                                              2,773,766       1,278,280
                                            -----------     -----------
Expenses:
 	Interest expense                              950,420         632,964
 	Depreciation and amortization                 457,730         235,219
 	Operating expenses                          1,290,467         517,372
                                            -----------     -----------
                                              2,698,617       1,385,555
                                            -----------     -----------
Net income (loss) from operations                75,149        (107,275)
Extraordinary item: gain on settlement 
 of debt                                              -       1,656,579
                                            -----------     -----------
Net income                                 $     75,149     $ 1,549,304
                                           ============     ===========
Net income (loss) allocated to HPP'89      $     (9,315)    $ 1,554,671
                                           =============    ===========
Net income (loss) allocated to other
 partners                                  $     84,464     $    (5,367)
                                           ============     ============

	Operations of the Cosmopolitan Building are included in the Partnership's 
Statement of Operations for the quarter ended March 31, 1996.

(4)	Mortgage Payable and Restricted Cash

	The mortgage HPP'89 assumed relating to its purchase of the Cosmopolitan 
Building had an original maturity date of December 18, 1999 and a contract 
interest rate of 7%.  In December 1992, the Cosmopolitan's original mortgage 
lender was purchased by Mellon Bank, N.A., referred to as the holder. The 
holder, as of December 31, 1995, continued to service the mortgage loan and 
hold escrowed funds.

	In accordance with the terms of the original mortgage agreement related to 
the Cosmopolitan, HPP'89 was required to establish an interest bearing 
operating account (Operating Account) with the mortgage lender for the 
Cosmopolitan in the initial amount of $1,000,000 to be utilized for operating 
deficit and certain property expenditures.  An additional $1,000,000 was added 
to this account on January 15, 1990.

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

	For financial reporting purposes, the original discount on the mortgage 
note payable was recorded to reflect an effective interest rate of 10% over 
the life of the loan. Due to the advancement of the maturity date, as discussed 
above, the effective interest rate was amended on January 1, 1995 to 14.04% to 
amortize the remaining discount over the remaining life of the mortgage note. 
Amortization of the discount amounted to $233,893 for 1996 (unaudited), and as 
recorded as interest expense.
12

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            SEPTEMBER 30, 1997

                                 (UNAUDITED)

(4)	Mortgage Payable and Restricted Cash (Continued)

	As discussed in Note 3, effective March 15, 1996, HPP'89 contributed the 
Cosmopolitan Building, and certain other assets and liabilities, to TCAMP  
for a 50% ownership interest.  Concurrently, another member contributed 
$650,000 cash to TCAMP for a 50% ownership interest.  Simultaneously, TCAMP 
issued a mortgage note in the amount of $7,000,000, the proceeds of which along 
with the $650,000 contributed cash were used to settle in full HPP'89's 
mortgage note payable related to the Cosmopolitan Building.  The fair value of 
the Cosmopolitan Building and other assets contributed by HPP'89 approximated 
the fair value of liabilities transferred to TCAMP by HPP'89 and the amount 
paid by TCAMP to settle in full HPP'89's mortgage note payable related to the 
Cosmopolitan Building.  This transaction resulted in a provision for impairment 
of real estate of $8,437,963 to recognize a reduction to fair value at the date 
of contribution to TCAMP and an extraordinary gain on debt extinguishment of 
$9,182,017 to recognize the difference between the amount outstanding under the 
mortgage payable and the amount accepted by the lender from TCAMP in full 
settlement.  
	
(5)	Transactions With Related Parties and Commitments

	In July 1993, HPP'89 engaged Portfolio Advisory Services, Inc. (PAS),  
corporate general partner of BHP,  to provide  asset  management, accounting, 
and investor services to HPP'89.  PAS performed such services for no fee, but 
was reimbursed for all operating costs of providing such services.  This 
agreement was extended until September 30, 1995.  For the period January 1, 
1995 to September 30, 1995 PAS was reimbursed approximately $68,000 
(unaudited) for asset management, accounting and investor services to HPP'89.

	On October 1, 1995, HPP'89 engaged Claremont Management Corporation (CMC), 
an unaffiliated Massachusetts corporation, to provide asset management, 
accounting and investor services.  CMC provides such services for an annual 
management fee of $67,200 plus reimbursement of all its costs providing these 
services.  The initial term of the contract with CMC extends until June 30, 
1997, and is automatically extended on a yearly basis unless otherwise 
terminated as provided for in the agreement.  For the nine months ended 
September 30, 1997 and 1996, CMC was reimbursed $56,186, and $48,494,  
respectively, for operating costs.  

	On November 1, 1995, HPP'89 entered into a management agreement with CMC, 
which originally expired June 30, 1997, to manage The Cosmopolitan Building.  
CMC's management agreement requires the payment of management fees equal to the 
greater of $5,200 monthly or 4% of gross receipts as defined in the 
agreements.  For the period January 1, 1996 through March 15, 1996, and for 
the period November 1, 1995 through December 31, 1995, CMC was paid $21,940 and 
$14,400, respectively, in property management fees.  The CMC management 
agreement also required the Cosmopolitan to maintain with CMC at all times an 
Operating Account in the amount of $100,000 and a Contingency Reserve Account 
in the amount of $50,000 for the benefit of the Cosmopolitan.  On March 15, 
1996 when HPP'89 contributed the property to TCAMP, the property management 
contract between HPP'89 and CMC was terminated and TCAMP directly engaged CMC 
under similar management fee terms. 

6)	Fair Value of Financial Instruments

		The fair values of cash and cash equivalents, accounts payable, and 
accrued expenses and other liabilities at September 30, 1997 and December 31, 
1996 approximate their carrying amounts due to the short maturities.

13

          HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 

                    CONDITION AND RESULTS OF OPERATIONS

                            SEPTEMBER 30, 1997 

                               (UNAUDITED)

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

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

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

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

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

	The short term liquidity of the Investee Entities, with the exception of 
Jenkins Court, depends on their ability to generate sufficient rental income to 
fund operating expenses and debt service requirements.  Both TCAMP and Portland 
Lofts have stabilized operations after the effects of their recent respective 
refinancings.  Portland Lofts is expected to generate cash flow to HPP'89 in 
1997. During the nine months ended September 30, 1997, the Partnership received 
$117,000 from Portland Lofts.  During 1996, the Partnership received 
distributions from Portland Lofts and TCAMP totaling $26,000 and $98,200, 
respectively. 

	HPP'89's cash is used primarily to fund general and administrative expenses 
of operating the public fund.  After the contribution of the Cosmopolitan to 
TCAMP, the Partnership's only source of short term liquidity is from 
distributions received from Investee Entities.  The Partnership expects to fund 
its expenses with cash flow distributions from Portland Lofts and, if required, 
from TCAMP.  As of  September 30, 1997 and December 31, 1996, the Partnership 
had $173,739 and $163,316 of total cash, of which  $73,739 and $63,641, 
respectively,  was not insured by the Federal Deposit Insurance Corporation.

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

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

	Results of Operations.  The Partnership generated net loss, under generally 
accepted accounting principles, of $106,424 for the nine months ended September 
30, 1997, including its allocable share of income from Investee Entities of 
$17,782.  The Partnership's allocable share of operating income and/or losses
in the Investee Entities ranges from 50% to 99%.  Net income allocated from 
the Investee Entities to the Partnership represents losses from 402 Julia and 
Portland Lofts of $4,400 and $63,113, respectively, income from TCAMP of 
$87,734, and amortization of $2,439. 

14

        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 

             CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                          SEPTEMBER 30, 1997 

                             (UNAUDITED)

	Effective March 15, 1996, HPP'89 contributed the Cosmopolitan Building, and 
certain other assets and liabilities, to TCAMP  for a 50% ownership interest.  
Concurrently, another member contributed $650,000 cash to TCAMP for a 50% 
ownership interest. Simultaneously, TCAMP issued a mortgage note in the amount 
of $7,000,000 the proceeds of which along with the $650,000 contributed cash, 
were used to settle in full HPP'89's mortgage note payable related to the 
Cosmopolitan Building.  The fair value of the Cosmopolitan Building and other 
assets contributed by HPP'89 approximately the fair value of liabilities 
transferred to TCAMP by HPP'89 and the amount paid by TCAMP to settle in full 
HPP'89's mortgage note payable related to the Cosmopolitan Building.  
This transaction resulted in a provision for impairment of real estate of 
$8,437,963 to recognize a reduction to fair value at the date of 
contribution to TCAMP and an extraordinary gain on debt extinguishment of 
$9,182,017 to recognize the difference between the amount outstanding under 
the mortgage payable and the amount accepted by the lender from TCAMP in full 
settlement.  This transaction did not generate any recapture of Rehabilitation 
Tax Credits to the Partnership because the tax credits were already fully 
vested.

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

	Jenkins Court transferred title and deed to its property to the holder of the 
mortgage in August 1995 through foreclosure proceedings.  Although Jenkins 
Court no longer owns its investment property and will no longer have property 
operations, the Jenkins Court partnership will remain in existence until the 
resolution of certain partnership assets and liabilities. These liabilities 
include a $250,000 default loan and accrued interest thereon, which has been 
provided by HPP'89 and secured by the developer's interest in an unaffiliated 
limited partnership.  As a result of the Chapter 11 proceedings, the 
Partnership is not expected to be liable as a general partner of Jenkins Court 
for any remaining obligations of Jenkins Court.

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

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

	For the nine months ended September 30, 1997, Portland Lofts allocated a net 
loss of $92,649 and cash distributions of $117,000 to HPP'89.  As mentioned 
above, generally, under the equity method of accounting, an investment may not 
be carried below zero.  During the quarter ended September 30, 1997, HPP's 
investment in Portland Lofts was reduced to zero due to allocation of losses 
and distributions received. Furthermore, HPP'89 was unable to record $14,330 
of its allocated losses and distributions of $15,206 were recorded as equity 
income of Investee Entities for the quarter ended September 30, 1997.  
Although HPP'89's investment in Portland Lofts has been reduced to zero, 
Portland Lofts is expected to continue as a going concern and to continue 
to provide distributions to HPP'89.  As of September 30, 1997, HPP'89 had 
cumulative unrecorded losses totaling $14,300.

	Both 402 Julia and TCAMP are residential properties with traditional, annual 
operating leases to individuals that expire within one year of signing. 
Portland Lofts is a mixed-use building with 91 residential units and 29,250 
square feet of commercial space.  The residential leases are traditional, 
annual operating leases to individuals that expire within one year of signing.  
There are 16 commercial units, with operating leases which range in length from 
one to eight years.  The largest commercial tenant occupies only 5.8% of the 
total square feet of the property.

15

        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 

             CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                           SEPTEMBER 30, 1997 

                              (UNAUDITED)

	402 Julia has had better than 90% occupancy levels since July 1990 and was 
100% leased at September 30, 1997.  This 24 unit residential building has 
benefited from a relatively strong market in the warehouse district of New 
Orleans.  

	TCAMP had an economic occupancy of approximately 98% for the nine months 
ended September 30, 1997, and has met occupancy projections.  This 255 unit 
property operates in a very competitive lowertown St. Paul market and has been 
leased above 90% since 1992.

	As of September 30, 1997, Portland Lofts had approximately 95% occupancy of 
residential units and 89% occupancy of net rentable commercial space for a 
combined occupancy of approximately 93%.

Inflation and Other Economic Factors

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

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

16
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                       PART II - OTHER INFORMATION

                          SEPTEMBER 30, 1997



Item 1.		Legal Proceedings

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

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

Item 2.		Changes in Securities - Not applicable.

Item 3.		Defaults Upon Securities - Not applicable.

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

Item 5. 	Other Information - Not applicable.

Item 6.		Exhibits and Reports from Fork 8-K

       		(a)	Exhibits
          			None.

        	(b) Reports from Form 8-K
          			None.

17

         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                             SIGNATURES

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

                    				HISTORIC PRESERVATION PROPERTIES 1989
                     			LIMITED PARTNERSHIP

                    				By:	Boston Historic Partners Limited Partnership
                       					General Partner

                        				By:	Portfolio Advisory Services, Inc. 
                        				  		General Partner

Date:  November 1, 1997    					By: 	/s/ Terrence P. Sullivan	
                               					Terrence P. Sullivan,
                             							President

                         			and
				

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


18