<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

     For the quarterly period ended March 31, 2006

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

     For the transition period from ____________ to_________

Commission File Number 33-24129

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

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

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

         21 Custom House Street, Suite 440, Boston, Massachusetts 02110
                    (Address of Principal Executive Offices)

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

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

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

                                                                   Yes X  No
                                                                      ---    ---

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

                                                                   Yes    No  X
                                                                      ---    ---

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

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

                                                                   Yes    No
                                                                      ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                                                   Yes    No
                                                                      ---    ---

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                 MARCH 31, 2006

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

           Consolidated Balance Sheet                                          3

           Consolidated Statements of Operations                               4

           Consolidated Statements of Partners' Equity (Deficit)               5

           Consolidated Statements of Cash Flows                               6

           Notes to Consolidated Financial Statements                       7-11

Item 2. Management's Discussion and Analysis or Plan of Operation          12-14

Item 3. Controls and Procedures                                               15

PART II - Other Information                                                   16

Signatures                                                                    17
</TABLE>

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<S>                                                                 <C>
                              ASSETS
ASSETS HELD FOR DISPOSITION
   Investment in real estate                                        $4,503,431
   Cash, security deposits                                              13,600
                                                                    ----------
                                                                     4,517,031
                                                                    ----------
CASH AND CASH EQUIVALENTS
   Real estate operating                                               319,854
   Partnership                                                       1,193,688
                                                                    ----------
                                                                     1,513,542
                                                                    ----------
OTHER ASSETS                                                           140,780
DEFERRED COSTS, less accumulated amortization of $93,801                29,538
                                                                    ----------
                                                                    $6,200,891
                                                                    ==========
                 LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
   Liabilities held for disposition
      Security deposits                                             $   13,600
      Prepaid rents                                                     25,685
                                                                    ----------
                                                                        39,285
                                                                    ----------
   Mortgage note payable                                             4,702,369
   Accounts payable and accrued expenses                                68,164
                                                                    ----------
                                                                     4,770,533
                                                                    ----------
         Total liabilities                                           4,809,818
                                                                    ----------
COMMITMENT (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                   1,608,498
   General Partner's Deficit                                          (217,425)
                                                                    ----------
         Total partners' equity                                      1,391,073
                                                                    ----------
                                                                    $6,200,891
                                                                    ==========
</TABLE>

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


                                        3

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2006        2005
                                                              ---------   ---------
<S>                                                           <C>         <C>
REVENUE:
   Interest and other income                                  $     873   $   1,036
                                                              ---------   ---------
EXPENSES:
   Operating and administrative                                 114,460     111,055
                                                              ---------   ---------
OPERATING LOSS FROM CONTINUING
   OPERATIONS                                                  (113,587)   (110,019)
EQUITY IN INCOME (LOSS) OF INVESTEE
   ENTITY (NOTE 3)                                              442,437      (5,830)
                                                              ---------   ---------
NET INCOME (LOSS) FROM
   CONTINUING OPERATIONS                                        328,850    (115,849)
INCOME (LOSS) FROM DISCONTINUED
   OPERATIONS - PROPERTY HELD
      FOR DISPOSITION (NOTE 3)                                   48,685      (8,415)
                                                              ---------   ---------
NET INCOME (LOSS)                                             $ 377,535   $(124,264)
                                                              =========   =========
NET INCOME (LOSS) ALLOCATED
   TO GENERAL PARTNER                                         $   3,775   $  (1,243)
                                                              =========   =========
NET INCOME (LOSS) ALLOCATED
   TO LIMITED PARTNERS                                        $ 373,760   $(123,021)
                                                              =========   =========
NET INCOME (LOSS) PER UNIT OF INVESTOR LIMITED PARTNERSHIP
   INTEREST, BASED ON 26,588 UNITS ISSUED AND OUTSTANDING:
      Continuing operations                                   $   12.25   $   (4.32)
                                                              =========   =========
      Discontinued operations                                 $    1.81   $    (.31)
                                                              =========   =========
</TABLE>

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


                                        4

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                  FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                        Units of
                                        Investor     Investor
                                        Limited       Limited     General
                                      Partnership    Partners'   Partner's
                                        Interest      Equity      Deficit       Total
                                      -----------   ----------   ---------   ----------
<S>                                   <C>           <C>          <C>         <C>
BALANCE, December 31, 2004               26,588     $1,649,665   $(217,009)  $1,432,656
   Net loss                                  --       (414,927)     (4,191)    (419,118)
                                         ------     ----------   ---------   ----------
BALANCE, December 31, 2005               26,588      1,234,738    (221,200)   1,013,538
   Net income (unaudited)                    --        373,760       3,775      377,535
                                         ------     ----------   ---------   ----------
BALANCE, March 31, 2006 (unaudited)      26,588     $1,608,498   $(217,425)  $1,391,073
                                         ======     ==========   =========   ==========
</TABLE>

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

                                        5

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              2006         2005
                                                                           ----------   ----------
<S>                                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                       $  377,535   $ (124,264)
      Adjustments to reconcile net income (loss) to net cash provided by
         (used in) operating activities:
         Depreciation                                                          38,186       57,324
         Amortization                                                           2,845        2,368
         Equity in (income) loss of Investee Entity                          (442,437)       5,830
         Decrease in other assets                                             101,000       12,551
         Decrease in accounts payable and accrued expenses                    (18,714)     (35,496)
                                                                           ----------   ----------
            Net cash provided by (used in) operating activities                58,415      (81,687)
                                                                           ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures - building improvements                               (16,276)          --
   Distributions from Investee Entity                                         752,912
                                                                           ----------   ----------
            Cash provided by investing activities                             736,636           --
                                                                           ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of mortgage principal                                             (35,281)     (32,254)
                                                                           ----------   ----------
            Cash used in financing activities                                 (35,281)     (32,254)
                                                                           ----------   ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          759,770     (113,941)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                753,772    1,073,055
                                                                           ----------   ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $1,513,542   $  959,114
                                                                           ==========   ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                                  $  106,333   $  109,358
                                                                           ==========   ==========
</TABLE>

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


                                        6

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)

(1)  ORGANIZATION AND GENERAL PARTNER - BHP

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

     Boston Historic Partners Limited Partnership (BHP), a Massachusetts limited
     partnership, is the general partner of the Partnership. BHP was formed in
     November 1986 for the purpose of organizing, syndicating and managing
     publicly offered real estate limited partnerships (Public Rehabilitation
     Partnerships). As of March 31, 2006, BHP had established three such
     partnerships, including the Partnership.

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

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements should be read in conjunction with
     the consolidated financial statements and notes thereto included in the
     Partnership's Form 10-KSB for the year ended December 31, 2005.

     Principles of Consolidation

     The consolidated financial statements as of and for the three months ended
     March 31, 2006 and 2005 include the accounts and transactions of the
     Partnership and Portland Lofts Associates Limited Partnership (Portland
     Lofts) after elimination of all inter-company accounts. As discussed
     further in Note 3, the Portland Lofts property is classified as property
     held for disposition on the accompanying balance sheet at March 31, 2006.
     The transactions of Portland Lofts on the accompanying statements of
     operations for the three months ended March 31, 2006 and 2005 are
     classified as income (loss) from discontinued operations - property held
     for disposition.

     The Partnership and Portland Lofts are collectively referred to herein as
     HPP'89.

     Investment in Investee Entity

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

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


                                        7

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (UNAUDITED)

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use of Estimates

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

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

     Real Estate and Depreciation

     Real estate is held for lease and stated at cost. At March 31, 2006, the
     real estate is classified as property held for disposition (see Note 3).
     Depreciation is provided over the estimated economic useful lives of the
     assets using the straight-line method through the date on which such assets
     were classified as held for disposition.

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

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

     Cash, Cash Equivalents and Concentration of Credit Risk

     HPP'89 considers all highly liquid investments with a maturity of three
     months or less when purchased to be cash equivalents. At March 31, 2006,
     cash equivalents totaled $1,351,595.

     At March 31, 2006, HPP'89 had $1,283,355 of cash and cash equivalents on
     deposit in banks in excess of amounts insured by the Federal Deposit
     Insurance Corporation. Also at March 31, 2006, HPP'89 had $37,383 of
     Massachusetts' municipal money market funds, which are not insured or
     guaranteed.

     Deferred Costs

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

     Revenue Recognition

     Revenue under short-term operating leases and month-to-month arrangements
     is recorded when due. Revenue under non-cancelable commercial leases is
     recorded on a straight-line basis over the term of the lease. Upon sale by
     Portland Lofts of its real property (see Note 3), all rights to and
     interests in leases entered into by and between Portland Lofts and tenants
     will be assigned to the Purchaser.

     Income Taxes

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


                                        8

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (UNAUDITED)

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

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

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

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

     During March 2006, management adopted a plan to dispose through sale the
     real property held by Portland Lofts. Portland Lofts entered into a
     Purchase and Sale Agreement (the "Agreement"), dated April 14, 2006, with
     SP/Honeyman, LLC ("Purchaser"), a Delaware Limited Liability Company (an
     unrelated party to HPP'89 and HPP'89's affiliates) to sell the real
     property of Portland Lofts. The aggregate purchase price ("Purchase Price")
     stated in the Agreement is $11,000,000 and may be adjusted pursuant to the
     terms of the Agreement. The sale of the property is subject to Purchaser's
     due diligence investigation. The Purchaser has until May 15, 2006 to
     complete its due diligence investigation or terminate the Agreement.
     Although there is no assurance that Purchaser will consummate the purchase
     of the real property of Portland Lofts at this time in accordance with the
     terms of the Agreement, management has determined that a sale of the real
     property held by Portland Lofts is probable and is expected to qualify for
     recognition as a completed sale within one year from March 2006.

     Included in the discontinued operations for the three months ended March
     31, 2006 is rental and other income of $369,561 and net income of $61,185
     (excluding expense of $12,500 related to discontinued operations paid by
     the Partnerhip) related to Portland Lofts. Included in the discontinued
     operations for the three months ended March 31, 2005 is rental and other
     income of $348,156 and net loss of $8,415 related to Portland Lofts.

     Certain assets and liabilities included in the consolidated balance sheet
     as of March 31, 2006 are related to the operations of Portland Lofts and
     include accounts receivable of $86,802 and prepaid expenses of $44,885,
     respectively, included in other assets; and accrued expenses totaling
     $19,167 and mortgage interest payable of $35,267. Such assets and
     liabilities, along with the mortgage note payable will be settled by
     Portland Lofts rather than transferred with the sale of Portland Lofts'
     real property.

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

     On February 23, 2006, 402 Julia sold its real property to an affiliate of
     the local general partner of 402 Julia in accordance with the terms of the
     402 Julia Partnership Agreement for $1,800,000. The sale resulted in a gain
     of approximately $597,500.

     As of March 31, 2006, 402 Julia concluded its business operations.


                                        9

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (UNAUDITED)

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

     Under the equity method of accounting for the three months ended March 31,
     2006, the Partnership recorded from 402 Julia an operating loss of $29,565,
     a gain on sale of real estate of $390,342 and received cash distributions
     of $752,912. Also for the three months ended March 31, 2006, the
     Partnership recorded a change in estimate of $81,660 to reduce a previously
     recognized impairment loss on its investment in 402 Julia. The Partnership
     recorded a loss from 402 Julia of $5,017 and amortization expense of $812
     on its investment in 402 Julia, for the three months ended March 31, 2005.

     On September 16, 1993, the Partnership sold one-third of its general
     partnership interest in 402 Julia to the developer general partner for
     $185,000. The Partnership's percentage of interest in 402 Julia was thereby
     reduced from 98% to 65%. The terms of the sale require annual payments of
     $3,500 through 2016 and a final payment of $4,500 in 2017. The remaining
     uncollected payments totaling $46,500, which were secured by the interest
     sold to the developer general partner, were collected during the three
     months ended March 31, 2006.

     Summary statements of operations of the Investee Entity for the period from
     January 1, 2006 through February 23, 2006 and for the three months ended
     March 31, 2005, are as follows:

                        SUMMARY STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  2006       2005
                                                --------   -------
<S>                                             <C>        <C>
Revenue:
   Rental revenue                               $ 29,311   $63,529
   Interest and other income                      18,345     3,421
                                                --------   -------
      Total revenue                               47,656    66,950
                                                --------   -------
Expenses:
   Operating expenses                             29,588    46,835
   Depreciation and amortization                  11,089    10,958
   Interest expense and prepayment penalty        52,234    16,837
                                                --------   -------
      Total expenses                              92,911    74,630
                                                --------   -------
Net loss from operations                         (45,255)   (7,680)
                                                --------   -------
Gain on sale of property                         597,493        --
                                                --------   -------
Net income (loss)                               $552,238   $(7,680)
                                                ========   =======
Net income (loss) allocated to HPP'89           $360,777   $(5,017)
                                                ========   =======
Net income (loss) allocated to other partners   $191,461   $(2,663)
                                                ========   =======
</TABLE>

(4)  MORTGAGE NOTE PAYABLE

     Portland Lofts' mortgage note payable bears interest at 9%, amortizes over
     a 25-year schedule, requires monthly payments of principal and interest of
     $47,205, and matures on July 1, 2006, at which time all unpaid principal
     and interest is due. The mortgage note payable is secured by Portland
     Lofts' property, rents and assignment of leases. Upon Portland Lofts' sale
     of its real estate, Portland Lofts may prepay amounts outstanding under the
     mortgage note payable without penalty.


                                       10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2006
                                   (UNAUDITED)

(5)  COMMITMENT

     Portland Lofts entered into a management agreement with an unrelated party
     to manage the property for a fee of 3% of the gross receipts as defined in
     the agreement. The agreement expires July 1, 2006 and automatically renews
     thereafter on an annual basis, unless terminated earlier as provided for in
     the agreement.

     The Partnership engages Gunn Financial, Incorporated (GFI), an unaffiliated
     Massachusetts corporation, to provide accounting, asset management and
     investor services. GFI provides such services for an annual management fee
     plus reimbursement of all its costs of providing these services. Through
     June 30, 2005, the annual fee was $54,000, however, effective July 1, 2005
     the annual fee was reduced to $36,000. The agreement expires on the earlier
     of June 30, 2006 or liquidation of the Partnership, as defined. For the
     three months ended March 31, 2006 and 2005, GFI was reimbursed $80,211 and
     $68,424, respectively, for operating costs.

(6)  MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

     Portland Lofts rents space to commercial tenants under operating leases of
     varying terms expiring through 2012. As of March 31, 2006, Portland Lofts
     had entered into ten commercial leases covering 81% of the building's net
     rentable commercial space and five commercial month-to-month leases. For
     the three months ended March 31, 2006, two commercial tenants under
     non-cancelable leases comprised approximately 48% of total net commercial
     rental income.

     At March 31, 2006, minimum future rentals, excluding reimbursement of real
     estate taxes and certain operating expenses, to be received under
     non-cancelable commercial leases are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,    Amount
------------------------   --------
<S>                        <C>
          2006             $270,679
          2007              346,471
          2008              285,777
          2009              221,697
          2010               19,284
       Thereafter            30,533
</TABLE>

     Upon sale by Portland Lofts of its real property (see Note 3), all rights
     to and interests in operating leases entered into by and between Portland
     Lofts and tenants will be assigned to the Purchaser.

(7)  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of cash and cash equivalents, cash security deposits,
     other assets, accounts payable and accrued expenses, and security deposits
     at March 31, 2006 approximate their fair values due to their short
     maturities. The fair value of the mortgage note payable at March 31, 2006
     approximates its carrying amount based on the interest rates available for
     similar financing arrangements. All financial instruments are held for
     non-trading purposes.


                                       11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2006

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

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

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

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

     The Partnership capitalizes as investment in real estate the initial
     acquisition of property and equipment and those expenditures incurred that
     extend the useful life of the related assets. Expenditures for maintenance
     and repairs, including major repairs and replacements made as part of a
     periodic maintenance program to restore the assets repaired to
     substantially original condition, are expensed as incurred. During the
     three months ended March 31, 2006, the Partnership did not record any
     expenses of major repairs and maintenance costs incurred as part of a
     periodic maintenance program rather than capitalizing such expenditures.

     The Partnership reviews its long-lived assets, including investment in real
     estate and its investment in investee entity, for impairment whenever
     events or changes in circumstances indicate that the carrying value of the
     asset may not be recoverable. An impairment loss is required to be
     recognized if the sum of the expected future cash flows, undiscounted and
     excluding interest expense, from the use and/or disposition of the asset is
     less than the carrying value of the asset. For the three months ended March
     31, 2006, the Partnership did not recognize an impairment loss.

Plan of Operation. The Partnership terminated its offering of Units on December
29, 1989, at which time Limited Partners had purchased 26,588 Units,
representing gross contributions of $26,588,000. Such amounts originally
contributed represent 100% of the Limited Partners' capital contributions after
deduction of selling commissions, organizational and sales costs, acquisition
fees and reserves. The Partnership invests cash flow from the property in normal
repairs and maintenance.

As of March 31, 2006, the Partnership had $1,193,688 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's source of
short-term liquidity is from distributions received from Portland Lofts. The
Partnership has sufficient cash to meet its short-term operating needs.

On February 23, 2006, 402 Julia sold its real property to an affiliate of the
local general partner of 402 Julia for $1,800,000, as further discussed below.
The Partnership received distributions from 402 Julia of $752,912 for the three
months ended March 31, 2006. As of March 31, 2006, 402 Julia had concluded its
business operations.

The short-term liquidity of Portland Lofts, the Partnership's only remaining
real estate asset at March 31, 2006, depends on its ability to generate
sufficient rental income to fund operating expenses and debt service
requirements. Portland Lofts has stable operations and is expected to generate
cash flow. The Partnership received distributions from Portland Lofts of $39,000
for each of the three months ended March 31, 2006 and 2005.


                                       12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2006
                                   (CONTINUED)

The Partnership's goal during fiscal 2006 is to pursue a disposition strategy
for Portland Lofts, its only remaining real estate investment. On April 14,
2006, Portland Lofts entered into a Purchase and Sale Agreement (the Agreement)
to sell its real property for an aggregate sale price of $11,000,000. The
purchase price was confirmed by an independent property appraisal. The sale of
the property is subject to the Purchaser's due diligence investigation. The
Purchaser has until May 15, 2006 to complete its due diligence investigation or
terminate the Agreement. Although there is no assurance that the Purchaser will
consummate the purchase of the real property of Portland Lofts at this time in
accordance with the terms of the Agreement, management has determined that a
sale of the real property held by Portland Lofts is probable and is expected to
qualify for recognition as a completed sale within one year from March 2006.

Cash flows from discontinued operations reported in the Statement of Cash Flows
for the three months ended March 31, 2006 consist of net cash provided by
operating activities of $122,151, cash used in investing activities of $16,276,
cash used in financing activities of $35,280 and an increase in cash and cash
equivalents of $70,595. Cash flows from discontinued operations reported in the
Statement of Cash Flows for the three months ended March 31, 2005 consist of net
cash provided by operating activities of $29,253, cash used in financing
activities of $32,254 and a decrease in cash and cash equivalents of $3,001.

The Partnership's share of the proceeds received from the sale and liquidation
of 402 Julia's investment not used for short-term liquidity needs is expected to
be the source of future long-term liquidity if the disposition of the remaining
property is not achieved.

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the three months ended March 31, 2006 and 2005 include the accounts and
transactions of the Partnership and Portland Lofts Associates Limited
Partnership after elimination of all inter-company accounts. The Portland Lofts
property is classified as property held for disposition on the Consolidated
Balance Sheet at March 31, 2006. The transactions of Portland Lofts on the
Consolidated Statements of Operations for the three months ended March 31, 2006
and 2005 are classified as income (loss) from discontinued operations - property
held for disposition.

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

The Partnership's allocable share of operating income and/or losses in 402 Julia
was 65.33%. For the three months ended March 31, 2005, 402 Julia recorded an
economic occupancy of 86% for its residential units and an economic occupancy of
100% for its commercial space for a combined economic occupancy of 89%.

In November 2005 an unaffiliated third party made an offer to purchase the
property for $1,800,000 ("the Offer"). The purchase price was confirmed by an
independent property appraisal. Under the 402 Julia partnership agreement, the
Partnership exercised its right to cause to sell the property and gave notice to
the local general partner of 402 Julia of its intentions to sell the land and
building. The local general partner exercised his right, under the 402 Julia
partnership agreement, to purchase the property at the same price and terms as
set forth in "the Offer". On February 23, 2006, 402 Julia sold its real property
to an affiliate of the local general partner of 402 Julia for $1,800,000. For
the three months ended March 31, 2006, 402 Julia recorded net income of
approximately $552,200 inclusive of a gain on sale of property of approximately
$597,500 and amortization of approximately $11,100. As of March 31, 2006, 402
Julia concluded its business operations.

For the three months ended March 31, 2005, 402 Julia recorded a net loss of
approximately $7,700 which included depreciation and amortization of
approximately $11,000.


                                       13

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2006
                                   (CONTINUED)

For the three months ended March 31, 2006, Portland Lofts recorded an economic
occupancy of 89% for its residential units and an economic occupancy of 99% for
its commercial space for a combined economic occupancy of 92%. For the three
months ended March 31, 2005, Portland Lofts recorded an economic occupancy of
84% for its residential units and an economic occupancy of 85% for its
commercial space for a combined economic occupancy of 84%. For the three months
ended March 31, 2006, Portland Lofts recorded net income of approximately
$61,200 (excluding expense of $12,500 related to discontinued operation paid by
the Partnership) which included depreciation and amortization of approximately
$41,000. For the three months ended March 31, 2005, Portland Lofts recorded a
net loss of approximately $8,400, which included depreciation and amortization
of approximately $59,700.

The Partnership recorded consolidated net income of approximately $377,500 for
the three months ended March 31, 2006, as compared to consolidated net loss of
approximately $124,300 for the three months ended March 31, 2005. This increase
was primarily caused by an increase in equity in income of investee entity. The
increase in equity in income of investee entity is a result of the sale of 402
Julia's real property on February 23, 2006 as discussed above. Under the equity
method of accounting, the Partnership recorded from the 402 Julia an operating
loss of $29,565 and a gain on sale of real estate of $390,342 for the three
months ended March 31, 2006. Also for the three months ended March 31, 2006, the
Partnership recorded a change in estimate of $81,660 to reduce a previously
recognized impairment loss on its investment in 402 Julia. The Partnership
recorded a loss from 402 Julia of $5,017 and amortization expense of $812 on its
investment in 402 Julia, for the three months ended March 31, 2005.

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

                      INFLATION AND OTHER ECONOMIC FACTORS

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, principally investment in real estate,
are highly leveraged in view of the fact that each Investee property is subject
to a first mortgage loan. Operating expenses and rental revenue of the property
is subject to inflationary and other economic factors. Low rates of inflation
could result in slower rental rate increases, and to the extent that these
factors are outpaced by increases in property operating expenses (which could
arise as a result of general economic circumstances such as an increase in the
cost of energy or fuel, or from local economic circumstances), the operations of
the Partnership and its Investee 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.

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


                                       14

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2006
                                   (CONTINUED)

Item 3. Controls and Procedures.

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of March 31, 2006, and have
determined there are sufficient internal controls in place for the Partnership,
Portland Lofts and 402 Julia to effectively report all adjustments necessary in
order to make the consolidated financial statements and footnotes not
misleading. Management has not made any changes to the internal controls or in
other factors that could significantly affect internal controls, subsequent to
the date of our most recent evaluation.


                                       15

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                 MARCH 31, 2006

Item 1. Legal Proceedings

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

     To the best knowledge of the General Partner, Portland Lofts Associates
     L.P. and 402 Julia Street Associates L.P. are not currently subject to any
     material pending legal proceedings.

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

Item 3. Defaults Upon Senior Securities - Not applicable.

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

Item 5. Other Information - Not applicable.

Item 6. Exhibits and Reports on Form 8-K

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

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

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

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

     (f)  Reports on Form 8-K - Sale of 402 Julia Street Associates Limited
          Partnership's Real Property dated February 23, 2006 and filed with the
          Commission on March 1, 2006.


                                       16

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        HISTORIC PRESERVATION PROPERTIES 1989
                                        LIMITED PARTNERSHIP

                                        By: Boston Historic Partners Limited
                                            Partnership, General Partner

                                            By: Portfolio Advisory Services,
                                                Inc., General Partner


Date: May 11, 2006                              By: /s/ Terrence P. Sullivan
                                                    ---------------------------
                                                    Terrence P. Sullivan,
                                                    President


                                        and


Date: May 11, 2006                          By: /s/ Terrence P. Sullivan
                                                -------------------------------
                                                Terrence P. Sullivan,
                                                General Partner


                                       17