UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549

                           FORM 10-Q/A

[X]  Quarterly  Report Pursuant to Section 13 or 15  (d)  of  the Securities
Exchange Act of 1934 For the quarter ended    March  31, 1996
               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/A

                         MARCH 31, 1996

                       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                         7-15

     Management's Discussion and Analysis of Financial
           Condition  and  Results  of Operations            16-19

PART II -  OTHER INFORMATION                                 20

           Financial  Data Schedule-Exhibit     27           21

           Signatures                                        22












                                

        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                             BALANCE SHEETS

                  MARCH 31, 1996 AND DECEMBER 31, 1995
                                    
                               (UNAUDITED)
                                    
                                    
                                  ASSETS
                                                1996         1995
INVESTMENT IN REAL ESTATE:
   Building and building improvements       $        -     $ 15,922,298
   Land and land improvements                        -        1,171,079
   Furniture and equipment                           -          526,875
                                                                               
                                                             17,620,252
   Accumulated depreciation                          -       (2,853,348)

                                                     -       14,766,904

INVESTMENTS IN INVESTEE ENTITIES             4,580,772        3,923,802
   Less  reserve  for  realization of 
   investments in  Investee  Entities       (3,469,267)      (3,469,267)
                                                       
                                             1,111,505          454,535

CASH,  of  which  $542,088  was
       restricted  in  1995                    151,137          788,602
DEFERRED EVALUATION AND ACQUISITION COSTS,
   net  of  accumulated amortization
   of $186,640  in  1995                             -        1,057,739

OTHER        ASSETS                             92,075           92,939

                                       $     1,354,717      $17,160,719


                     LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
   Mortgage  payable                   $             -     $ 17,579,606
   Less discount on mortgage payable                 -       (1,059,719)

                                                     -       16,519,887

  Accounts payable                               2,858            5,366
  Accrued expenses and other liabilities        26,940          262,618
          Total liabilities                     29,798       16,787,871

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                                       1,543,005          600,455
  General   Partner's   equity   (deficiency)  (218,086)        (227,607)

       Total   partners'   equity             1,324,919          372,848

                                 $            1,354,717    $  17,160,719



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

                                    3
        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                        STATEMENTS OF OPERATIONS

           FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                    
                               (UNAUDITED)


                                                1996         1995
REVENUES:
   Rental  income                 $          533,027       $ 506,855
   Interest and other income                  12,347          29,408

                                             545,374         536,263

EXPENSES:
  Operating and administrative                36,863          29,218
  Professional fees                           14,895           5,000
  Depreciation and amortization              124,804         130,885
  Property operating expenses:
     Payroll services                         52,597          48,890
     Utilities                                84,691          73,477
     Real estate taxes                        85,698          87,008
     Other  operating                         87,266          97,226

                                             486,814         471,704

                                              58,560          64,559

PROVISION FOR IMPAIRMENT OF REAL ESTATE AT
   TRANSFER OF OWNERSHIP INTEREST IN REAL
   ESTATE TO INVESTEE ENTITY              (7,787,963)              -

INCOME (LOSS) FROM OPERATIONS             (7,729,403)         64,559

INTEREST EXPENSE                            (507,513)       (383,067)

EQUITY IN INCOME (LOSS) OF INVESTEE
 ENTITY                                        6,970         (10,410)

EXTRAORDINARY GAIN ON EXTINGUISHMENT
  OF DEBT                                  9,182,017               -

NET  INCOME  (LOSS)                   $      952,071        (328,918)

NET INCOME (LOSS) ALLOCATED TO GENERAL
    PARTNER                           $        9,521   $      (3,289)

NET  INCOME (LOSS) ALLOCATED TO LIMITED
    PARTNERS                          $      942,550   $    (325,629)

NET INCOME (LOSS) PER UNIT OF INVESTOR
    LIMITED  PARTNERSHIP INTEREST,
    BASED ON 26,588 UNITS             $        35,45   $      (12.25)
    OUTSTANDING





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

<TABLE>
                                    4
       HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

              STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

             FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND

                  FOR THE YEAR ENDED DECEMBER 31, 1995

                               (UNAUDITED)
<CAPTION>

                          Units of
                          Investor          Investor
                          Limited           Limited        General
                          Partnership       Partners'     Partner's
                          Interest           Equity        (Deficiency)   Total
<S>                       <C>           <C>              <C>            <C> 
BALANCE,December 31,1994     26,588     $  2,509,185     $ (208,327)    $2,300,858

    Net  loss                     -       (1,908,730)       (19,280)    (1,928,010)

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

    Net   income                  -          942,550          9,521        952,071

BALANCE,  March 31, 1996     26,588    $   1,543,005      $(218,086)    $1,324,919

</TABLE>


















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

                                    5
        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                    
                        STATEMENTS OF CASH FLOWS
                                    
           FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                    
                               (UNAUDITED)
                                    

                                                     1996          1995
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                 $ 952,071     $(328,918)
 Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:
  Depreciation and amortization                      124,804       130,885
  Amortization of discount on mortgage payable       233,893        81,496
  Provision for impairment of real estate at
    transfer of ownership interest in real 
    estate to investee entity                      7,787,963             -
  Extraordinary gain on extinguishment of debt    (9,182,017)            -

  Deferred interest expense added to
    the principal of mortgage payable                104,085        92,934
  Equity in (income) loss in investee entity          (6,970)       10,410
  Increase in due from investee entity                     -        (5,100)
  Increase in other assets                           (29,429)      (14,810)
  Increase in accounts payable                        (2,508)       (8,019)
  Increase in accrued expenses and other liabilities  37,904        69,003
     Net cash provided by operating activities        19,796        27,881

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   (654,567)            -
     Net   cash  used  in  investing  activities    (657,261)            -    

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment of mortgage payable                              -    (1,310,625)

NET DECREASE IN CASH                                (637,465)   (1,282,744)

CASH, BEGINNING OF PERIOD                            788,60      2,213,934

CASH, END OF PERIOD                                 $151,137      $931,190

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                            $169,535      $222,213
  Noncash financing activity:
    During the three months ended March 31, 1996
    and 1995 interest expense not paid from net
    cash flow was added to the mortgage payable
    balance                                         $104,185      $ 92,934


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

                                    6
(1)     Basis of Presentation

   The accompanying unaudited financial statements of Historic Preservation
Properties  1989  Limited  Partnership  (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  three months ended March 31, 1996  are  not  necessarily
indicative of the results that may be expected for the year ending December
31,  1996.   For  further  information, refer to  the  unaudited  financial
statements and footnotes thereto included in the Annual Report on Form 10-K
for  the  year  ended  December 31, 1995 for  HPP'89,  as  filed  with  the
Securities and Exchange Commission.

(2)     General Partner

    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  March  31, 1996, BHP has  established  three  such
partnerships, including HPP'89.

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

    During  1989,  HPP'89 acquired a general partnership  interest  in  the
Investee  Partnerships, as well as a direct interest in a property  located
in  St.  Paul,  Minnesota  (Note 4).  Each Investee  Partnership  placed  a
property  in  service  in  December  1989  and  commenced  initial  leasing
activity.  HPP'89's current allocable percentage of operating losses in the
Investee  Entities (see below) ranges from 50% to 99%.

   As discussed in Note 4, in March 1996, HPP'89 completed a transaction by
which  the mortgage note on property directly owned was purchased  and  the
property  was  refinanced.  As part of the transaction, HPP'89  contributed
title  and  deed  of the property to a limited liability company  in  which
HPP'89 maintains a 50% ownership interest.

    The  Investee  Partnerships and the Investee Limited Liability  Company
(see below) are herein collectively referred to as "the Investee Entities."
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 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 manager/member.  In addition, each Investee  Entity  has
entered  into various agreements with its local general partners, or  their
affiliates,  to  provide development, management and  other  services,  for
which   the   local  general  partners,  other  manager/member  (or   their
affiliates), are paid fees by the respective Investee Entity.

    Following  is summary 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.



                                     7
(3)      Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

    HPP'89 contributed $6,563,064 through March 31, 1996, to the capital of
Jenkins   Court  and  acquired  a  general  partnership  interest  therein.
HPP'89's investment in Jenkins Court represented approximately 36%  of  the
aggregate amount which HPP'89 had originally contributed to the capital  of
its  three Investee Partnerships and to purchase its direct interest in the
Cosmopolitan Building.

    Due  to the 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 Notes A
and  B to a real estate investment entity, the current holder of the notes.
Management of Jenkins Court entered negotiations with the current holder to
extend  or restructure the notes.  On November 23, 1994, the current 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 Partnership
in  existence prior to the filing of the petition for relief under  federal
bankruptcy   laws  are  stayed  while  Jenkins  Court  continues   business
operations  as  Debtor-in-Possession.   The  acceptance  of   a   plan   of
reorganization  through the bankruptcy proceeding was highly  unlikely  and
Jenkins  Court  had maximized 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.  The transfer
of  deed  and  title of the property to the mortgage holder resulted  in  a
recapture  of Rehabilitation Tax Credits in 1995 of $44,451 to  HPP'89,  of
which $44,007 was allocated to the Limited Partners of HPP'89.  Tax credits
allocated to the Limited Partners of HPP'89 totaling $2,758,113 were vested
on  or  before  June  15, 1995.  Therefore, 98.4% 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  will
no  longer  have  property operations, 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;  partnership
liabilities include approximately $94,000 of trade payables, 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.

    HPP'89  has  reserved against its investment in Jenkins  Court  in  the
accompanying financial statements, reducing such investment to zero due  to
the substantial doubt that Jenkins Court would continue as a going concern.

    Since  Jenkins Court no longer owns its investment property, it is  not
expected  to  continue as a going concern.  HPP'89 might  be  liable  as  a
general  partner of Jenkins Court for certain trade creditor  claims,  with
recourse  to  HPP'89,  that cannot be satisfied by  Jenkins  Court  or  the
developer general partner.





                                     8
(3)      Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

    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 March  31,
1996,  402 Julia had leased approximately 96% of its residential units  and
commercial space.

   HPP'89 contributed $775,000 through March 31, 1996 to the capital of 402
Julia  and  acquired  a  general  partnership  interest  therein.  HPP'89's
investment in 402 Julia represents approximately 4% of the aggregate amount
which  HPP'89  had  originally contributed to  the  capital  of  its  three
Investee  Partnerships  and  to  purchase  its  direct  interest   in   the
Cosmopolitan Building.

    On September 16, 1993, HPP'89 sold one-third of its general partnership
interest  in  402  Julia  to the developer general  partner  for  $185,000.
HPP'89's  percentage of interest in 402 Julia was thereby reduced from  98%
to  65%.   The  terms of the sale require an initial payment  of  $100,000,
which was received in September 1993, followed by annual payments of $3,500
from  1994  to  2016 and a final payment of $4,500 in  2017.   A  total  of
$78,000  remains  uncollected as of March 31, 1996 and is  secured  by  the
interest  sold to the developer general partner.  The sale transaction  did
not generate any Investment Tax Credit recapture.

    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 March 31, 1996, Portland Lofts had  leased
97%  of  its  residential units and approximately 100% of its net  rentable
commercial space.

    HPP'89  contributed $3,820,000 through December 31, 1995 to the capital
of   Portland  Lofts and  acquired a general partnership interest  therein.
HPP'89's investment in Portland Lofts represents approximately 21%  of  the
aggregate  amount which HPP'89 has contributed to the capital of its  three
Investee  Partnerships  and  to  purchase  its  direct  interest   in   the
Cosmopolitan Building (Note 4).

    Portland Lofts' $6,800,000 construction loan matured on March 1,  1992.
On June 30, 1992, Portland Lofts refinanced the construction loan through a
variable  rate  mortgage  note maturing on  April  1,  1997.  The  note  is
collateralized by the property, rents and other income, and  guaranteed  by
the developer general partner.

    In  July  1993,  the mortgage loan and a $550,000 unsecured  note  were
purchased  by  a real estate investment entity (the current holder  of  the
mortgage  and  unsecured  notes).   The  current  holder  claims  that  the
unsecured note matured on March 1, 1992 and is in technical default.  It is
Portland  Lofts' position that the maturity date of the unsecured note  had
been  effectively  extended  to correspond to  the  maturity  date  of  the
mortgage  note.   Also, the current holder claims that a default  for  non-
payment of the unsecured note constitutes a default of the mortgage note.

    On  October  7, 1994, the current holder demanded full payment  of  the
unsecured note by November 10, 1994.  The guarantors of the note maintained
that  they  were unable to make full payment on the note.  On November  11,
1994,  the  current  holder filed judicial foreclosure proceedings  against
Portland  Lofts  for  non-payment  of the unsecured  note.  Portland  Lofts
successfully contested through the court the right of the current holder to
foreclose  on the property.  Portland Lofts' position was that the  default
claimed on the unsecured note does not constitute a default on the mortgage
note.  On August 25, 1995, the court issued a summary judgment in favor  of
Portland Lofts.





                                     9
(3)      Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

    However,  the  current holder continues to pursue the  payment  of  the
$550,000  unsecured note through litigation.  While this case is  still  in
the  discovery phase, debt service payments on the unsecured note have been
paid  by  Portland  Lofts and accepted by the current holder.  The  current
holder  maintains  that  acceptance  of  debt  service  payments  does  not
constitute a waiver of its rights under the note.  Portland Lofts continues
to  negotiate with the current holder to resolve the dispute out of  court.
The result of such negotiations or a court decision cannot be determined at
this time.

    On  June  30,  1995,  Portland Lofts extended the maturity  date  of  a
$400,000  note  payable which matured on February 28, 1994,  and  which  is
secured  by  the  developer  general partner's  interest  in  an  unrelated
property.   The  note  payable  was   originally  extended  until  December
31,1995, with options to further extend for five additional successive  one
year periods, and has been further extended through December 31, 1996.

    HPP'89  has  reserved against its investment in Portland Lofts  in  the
accompanying financial statements, reducing such investment to zero due  to
the  substantial  doubt  that Portland Lofts  would  continue  as  a  going
concern.   At March 31, 1996, HPP'89 had unrecorded losses of approximately
$1,356,000 associated with Portland Lofts.

    If  Portland Lofts were no longer able to continue as a going  concern,
HPP'89  might be liable as a general partner of Portland Lofts for  certain
creditor  claims,  with  recourse to HPP'89, that cannot  be  satisfied  by
Portland Lofts or the developer general partner and there might be  adverse
tax consequences to the Limited Partners of HPP'89.

    The  Cosmopolitan at Mears Park, LLC (TCAMP).   On December  18,  1989,
HPP'89  acquired land and a building containing 255 residential  units  and
approximately  1,700 square feet of commercial space  located  at  250  6th
Street and 366 Wacouta Street, St. Paul, Minnesota (the Cosmopolitan).  The
building  has  been renovated, and certain renovation costs have  qualified
for  Rehabilitation Tax Credits. HPP'89 purchased the Cosmopolitan 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.

    The  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 have been recorded at cost.  HPP'89's investment in
The Cosmopolitan represents approximately 39% of the aggregate amount which
HPP'89  originally  contributed  to  the  capital  of  its  three  Investee
Partnerships and to purchase its direct interest in the Cosmopolitan.

    On March 20, 1996, the Partnership completed a transaction by which the
mortgage  note was purchased and the property was refinanced.  As  part  of
the transaction, the Partnership contributed title and deed of the property
to  The  Cosmopolitan  at  Mears  Park, LLC  (TCAMP),  a  Delaware  limited
liability company, for a 50% ownership interest in TCAMP.  An affiliate  of
Claremont Management Corporation (see Note 5) contributed $650,000 in  cash
to TCAMP for a 50% ownership interest in TCAMP.  A $7,000,000 mortgage note
on  the property was obtained by TCAMP from a new lender. Simultaneously on
March 20, 1996, the previous holder of the Cosmopolitan's mortgage was paid
$7,650,000,  the  agreed upon purchase price of the  mortgage  note.    The
transaction resulted in a provision for impairment of real estate of
$7,787,963 to recognize a write-down of the real estate to its fair market
value at transfer to TCAMP and an extraordinary gain of $9,182,017 on the
extinguishment of the original mortgage debt. This transaction will not
generate any recapture  of Rehabilitation Tax Credits to the Partnership.
The new mortgage note on the property:   bears  interest at 9.14%;
amortizes over a  25  year  schedule; requires monthly payments of principal
and interest, real estate tax escrow and   replacement  reserve  payments  of
$59,416,  $28,069   and   $4,250, respectively; and matures in April 2003, 
at which time all unpaid principal and accrued interest is due.




                                    10
(3) Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

    HPP'89's  investments in the Investee Entities at March  31,  1996  and
    December 31, 1995 are summarized as follows:


Cumulative:                                      1996         1995
                                              (Unaudited)  (Unaudited)

Investments  and  advances made in  cash    $  4,845,000  $  4,845,000
Transfer of investment of real estate
 interest to  investee entity                    650,000             -
Evaluation and acquisition  costs                835,709       835,709
Interest capitalization and other costs           39,615        39,615
Equity in losses  of  Investee  Entities      (1,507,147)   (1,514,930)
Reserves for realization of investments       (3,469,267)   (3,469,267)
Amortization of certain costs                    (40,785)      (39,972)
Sale  of  one  third  interest  of Investee
  Partnership                                   (241,620)     (241,620)

                                              $1,111,505      $454,535


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

   For the three months ended March 31, 1996 and 1995, the equity in losses
of  Investee  Partnerships  reflected in  the  accompanying  statements  of
operations  includes  the unaudited allocated income (loss)  from  Investee
Partnerships of $7,783 and ($9,597), respectively, and the amortization  of
certain costs of $813.




















                                    11
(3)      Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

   Summary combined balance sheets of the Investee Entities as of March 31,
1996  and 1995, and summary combined statements of operations for the three
months ended March 31, 1996 and 1995 are as follows:

                       COMBINED BALANCE SHEETS

                                ASSETS
                                                  1996        1995
                                              (Unaudited   (Unaudited)
Buildings and improvements, net of accum
  depreciation  (1996, $1,955,265;
                 1995 ,$1,882,175)        $    17,532,649  $ 26,629,368
Land                                            2,099,576     7,506,133
Other assets, net of accumulated amort
 (1996, $56,407; 1995,$55,591)                    523,990     2,306,067
Cash                                              376,821       145,217

    Total   assets                        $    20,533,036  $ 36,586,785

                   LIABILITIES AND PARTNERS' EQUITY

Liabilities:
 Mortgage and construction notes payable      $14,547,984  $  7,637,797
      Other     liabilities                     2,099,110     1,115,061
  Liabilities  subject to compromise*                   -    23,818,609

  Total liabilities                            16,647,094    32,571,467

Partners' equity:
    HPP'89                                      2,373,063     3,084,728
    Other   partners                            1,512,879       930,590

  Total partners' equity                        3,885,942     4,015,318

  Total liabilities and partners' equity      $20,533,036   $36,586,785

*  Jenkins Court had $23,818,609 (unaudited) of liabilities as of March 31,
1995  that  are  subject to compromise due to Jenkins  Court's  filing  for
protection through Chapter 11 Federal bankruptcy proceedings.  This  amount
consisted of $23,460,356 of construction notes payable and accrued interest
and $358,253 of other liabilities.  With the transfer of the deed and title
to  the mortgage holder in August 1995, all liabilities associated with the
building  were satisfied and the case was dismissed from Federal Bankruptcy
Court.    Approximately  $681,200  of  partnership  liabilities,  including
approximately  $94,000  of  trade payables, has been  classified  as  other
liabilities as of March 31, 1996.

    The balance sheet as of March 31, 1996 includes amounts from TCAMP, but
not  Jenkins  Court.   No  operating activity was recorded  for  TCAMP  nor
Jenkins  Court  for  the  three months ended  March  31,  1996.   Operating
activity for the Cosmopolitan property for the quarter ended March 31, 1996
has been recorded in  HPP'89's statement of operations.

                                    12
(3)      Investments in Investee Entities and Real Estate; Commitments  and
Contingencies (Continued)

                  COMBINED STATEMENTS OF OPERATIONS

                                           1996          1995
                                        (Unaudited)   (Unaudited)
Revenues:
  Rental  revenue                   $    354,982     $  873,260
  Interest and other income               11,220         12,107
                                         366,202        885,367
Expenses:
  Interest expense*                      189,050        203,769
  Depreciation and amortization           85,331        339,685
  Operating expenses                     105,677        290,286

                                         380,058        833,740

Net  income  (loss)                 $    (13,856)     $  51,627

Net  income  (loss)  allocated to 
     HPP'89                         $    (17,729)     $  51,459

Net  income  allocated to other
     partners                       $      3,873      $     168

        *  Due to the Chapter 11 Federal Bankruptcy proceedings and the
           August 31, 1995 transfer of deed and title of the
           property to the mortgage holder, no interest on Jenkins Court's
           construction notes was recorded for the three
           months ended March 31, 1996 and 1995.

(4)     Mortgage Payable and Restricted Cash

    As  discussed  in  Note 3, the original mortgage  that  HPP'89  assumed
relating to its original purchase of the Cosmopolitan was purchased and the
property was transferred to TCAMP on March 20, 1996.  The original mortgage
note had an original maturity date of December 18, 1999.  In December 1992,
the  Cosmopolitan's original mortgage lender was purchased by Mellon  Bank,
N.A., referred to as the holder of the mortgage note.

    For the first 36 months, interest due was at the lesser of the contract
interest  rate (principal outstanding at 7% interest) or net cash flow,  as
defined  under the note.  During the 37th through the 120th months  of  the
note,  interest is due at the contract interest rate.  To the  extent  that
contract  interest  exceeded net cash flow during the 37th  (January  1993)
through  the 120th month, such amounts accrued were added to the  principal
balance  (Additional  Principal).   The entire  unpaid  principal  balance,
including  Additional Principal, contract interest and Contingent Interest,
as defined, was to be due and payable at maturity.

    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. An additional  $1,000,000
was  added to this account on January 15, 1990. Principal funds could  have
been  withdrawn  from  the operating account if the  expenditures  were  in
accordance with the approved budget between the mortgage lender and HPP'89,
with  the  approval  of  the mortgage lender, or  after  HPP'89  makes  six
consecutive debt service payments.  Any principal funds remaining  in  this
account  may  have been returned to HPP'89 under the terms of the  original
loan agreement.

                                    13
(4)     Mortgage Payable and Restricted Cash  (Continued)

    Contract interest due from January 1, 1996 through March 20,  1996  and
for  the  three months ended March 31, 1995 totaled $273,618 and  $301,652,
respectively,  of  which $169,535 and $92,934, respectively,  exceeded  net
cash flow and has been added to the principal balance.  Net cash flow   due
for  the period January 1, 1996 to March 20, 1996 totaled $169,535 and  was
paid in full as of March 20, 1996.

    In January 1995, HPP'89 consummated an agreement with the holder of the
mortgage  note  to  amend  certain  provisions  within  the  mortgage  note
including the maturity date.

    For  financial  reporting purposes, the discount on the  mortgage  note
payable has been 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 below, 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  and
$81,496  for  the  period January 1, 1996 to March 20, 1996,  and  for  the
three months ended March 31, 1995, and is reflected as interest expense.

    On January 5, 1995, HPP'89 consummated the Second Amendment to the Loan
Agreement  (Second Amendment) with the holder of the mortgage note  on  the
Cosmopolitan  to  resolve  a dispute over funds in  the  restricted  escrow
account  (which  had  a  balance  of  approximately  $1,732,000).    HPP'89
maintained   that   the  interest  earned  from  the  escrow   account   of
approximately $300,000 and a previous overfunding of approximately $120,000
should  be paid to HPP'89.  The holder maintained that interest earned  was
additional  security  on  the  mortgage note.   The  terms  of  the  Second
Amendment  allowed  HPP'89 to be paid the interest  earned  on  the  escrow
account and overfunded amount.  Also, HPP'89 received an option to buy  the
mortgage  note  for  the  fair market value of the property.  In  exchange,
HPP'89  released  the principal funds of the escrow account  (approximately
$1,311,000) for  payment to  the outstanding mortgage and agreed to  reduce
the  maturity date of the note from December 18, 1999 to December 18, 1996.
In  summary, at the January 5, 1995 closing of the Second Amendment, HPP'89
received  approximately $286,000 (consisting of the  overfunding,  interest
earned  thereon, and one-half of interest earned on principal funds of  the
original   Operating  Account)  and  released  for  payment   approximately
$1,311,000  for  mortgage principal and approximately $15,000  for  finance
fees.  As of December 31, 1995, $122,593 remained in the escrow account.

    Also in accordance with the Cosmopolitan's mortgage agreement, HPP 1989
established  a  working  capital  reserve  (Working  Capital  Account)  for
apartment rollover expenses and working capital items.  As of December  31,
1995,  the  balance  of  the  Working  Capital  Account  totaled  $123,129.
Furthermore, due to HPP'89's cash flow debt service mortgage agreement, the
cash  accounts maintained for the daily operations of the Cosmopolitan  are
effectively reserved for the Cosmopolitan only.  As of December  31,  1995,
the balance of Cosmopolitan's operating accounts equaled $202,172.

   HPP'89 was paid the remaining amounts in the escrow  account and working
capital  reserve  on March 20, 1996, the date of purchase of  the  mortgage
note.

(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 extended until September 30, 1995.






                                    14
(5)     Transactions With Related Parties and Commitments (Continued)

    On  October  1,  1995, HPP'89 engaged Claremont Management  Corporation
(CMC),   an  unaffiliated  Massachusetts  corporation,  to  provide   asset
management,  accounting and investor 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.   According  to the contract, CMC  is  reimbursed  for  all
operating costs and is paid an annual fee of $76,800. For the three  months
ending March 31, 1996, CMC was paid fees of $19,200 and was reimbursed  for
operating costs totaling approximately $16,300.

    HPP'89  paid  accounting and other fees on behalf of  certain  Investee
Partnerships totaling $7,500 in 1995 and 1994 respectively.

(6)     Fair Value of Financial Instruments

    The  carrying amounts of cash, other assets, accounts payable,  accrued
expenses, and other liabilities approximate their fair values due to  their
short  maturities.   As of December 31, 1995, the fair  value  of  HPP'89's
mortgage   note   payable  in  the  carrying  amount  of  $16,519,887   was
approximately $7,650,000 based on the amount accepted by the holder in full
settlement  of  amounts due under the mortgage note payable  on  March  20,
1996.  The mortgage note payable was held for nontrading purposes.































                                    15
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITIONS AND RESULTS OF OPERATIONS
                                     
                              MARCH 31, 1996
                                     
                                (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.   As  of  March  31, 1996, the  Partnership  had  invested  an
aggregate of $11,158,064 in three Investee Entities which owned or acquired
real   properties,   the  rehabilitation  of  which   has   qualified   for
Rehabilitation  Tax Credits.  The Partnership had also originally  invested
$5,000,000 in real property that the Partnership has 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.   As  discussed below, on March 20, 1996,  HPP'89  consummated  a
transaction by which it transferred its ownership interest in this property
to  a  new   enttity,  in  which HPP'89 has a 50%  interest.  Such  amounts
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.

      On  March 20, 1996, the Partnership completed a transaction by  which
the  mortgage note was purchased and the property was refinanced.  As  part
of  the  transaction, the Partnership contributed title  and  deed  of  the
property to the Cosmopolitan at Mears Park, LLC (TCAMP), a Delaware limited
liability company, for a 50% ownership interest in TCAMP.  An affiliate  of
CMC  contributed $650,000 in cash to TCAMP for a 50% ownership interest  in
TCAMP.   A  $7,000,000 mortgage note on the property was obtained by  TCAMP
from a new lender. Simultaneously on March 20, 1996, the previous holder of
the  Cosmopolitan's mortgage was paid $7,650,000, the agreed upon  purchase
price of the mortgage note.   The transaction resulted in a provision for
impairment of real estate of $7,787,963 to recognize a write-down of the real
estate to its fair market value at transfer to TCAMP and an extraordinary 
gain of $9,182,017 on the extinguishment of the original mortgage debt.  This
transaction will not generate any recapture  of  Rehabilitation  Tax  Credits
to   the Partnership.  The  new mortgage note on the property:   bears
interest  at 9.14%;  amortizes  over a 25 year schedule; requires  monthly 
payments  of principal  and  interest,  real estate tax escrow and
replacement  reserve payments of $59,416, $28,069 and $4,250, respectively;
and matures in April 2003, at which time all unpaid principal and accrued 
interest is due.

       As  of March 31, 1996, the Partnership had approximately $151,137  of
total  cash,  all  of  which was insured by the Federal  Deposit  Insurance
Corporation.

      As further discussed later under Results of Operations, Jenkins Court
filed  for protection under Chapter 11 federal bankruptcy laws on  November
23,   1994.   Considering  the  unlikelihood  of  a  successful   plan   of
reorganization, Jenkins Court negotiated a transfer to the mortgage  holder
of  the deed and title to the property in lieu of foreclosure on August 31,
1995, after maximum vesting of the remaining Rehabilitation Tax Credits had
been  achieved  for 1995.  Also, the current holder of the Portland  Lofts'
unsecured note continues litigation proceedings against Portland Lofts  for
non-payment of the unsecured note.

      Portland Lofts and 402 Julia have reached stabilized occupancy levels
which currently allow each of these Investee Partnerships to pay respective
operating  and debt service obligations.  However, until market  conditions
improve  allowing for increased rental rates, these Investee Entities  will
not generate any additional cash flow to distribute to the Partnership.

      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 an initial
payment  of $100,000 which was paid in September 1993, followed  by  annual
payments of $3,500 from 1994 to 2016 and a final payment of $4,500 in 2017.
The  sale  transaction  did  not  generate any  Rehabilitation  Tax  Credit
recapture.

      As  mentioned above, the Partnership refinanced the mortgage loan  of
the Cosmopolitan property and transferred deed and title to the property to
TCAMP  in March 1996.  The Partnership  does expect to strengthen its short
term  liquidity  position through a low  to moderate amount  of  cash  flow
from  TCAMP.  An additional source of future liquidity may be the  sale  of
the  remaining  interest in 402 Julia. The Partnership  expects  these  two
Investee Entities to be the primary sources of future long-term liquidity.



                                    16
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                              MARCH 31, 1996
                                     
                                (UNAUDITED)


     Results of Operations.  The Partnership's allocable share of operating
losses  in  the  Investee Entities ranges from 50% to 99%.  For  the  three
months ended March 31, 1996, income allocated from the Investee Entities to
the  Partnership totaled approximately $7,000 which represents  the  income
from  402  Julia  of  approximately $7,800  and  includes  amortization  of
approximately  $800.  Generally, under the equity method of accounting,  an
investment  may not be carried below zero.  Accordingly, since the  Jenkins
Court  and Portland Lofts investments were fully reserved for in 1990,  the
Partnership has not recorded its share of losses beyond its 1992 investment
in  and  advances  to  these  Investee Partnerships.  At  March  31,  1996,
approximately $1,356,000  of losses are unrecorded for Portland Lofts.   In
the  future, income from Portland Lofts will not be recorded until all  the
unrecorded losses have been offset.

      The  Partnership  incurred  total  income  under  generally  accepted
accounting principles of approximately $952,000 for the three months  ended
March  31,  1996, including its allocable share of income from an  Investee
Entity  of  approximately  $7,000.  Since inception,  the  Partnership  has
received  $4,351,001 of Rehabilitation Tax Credits from its direct interest
in  the  St.  Paul,  Minnesota  property and was  allocated  an  additional
$4,861,910 from its three original Investee Entities. Such amounts were  in
turn allocated to the Partnership's partners.

      As a result of the March 20, 1996 transfer of 50% of the ownership of
the Cosmopolitan property, HPP'89 will no longer have operations directly
due to real esate activity.  HPP'89 will account for its investment in 
TCAMP under the equity method of accounting.

     The property operations for the quarter ending March 31, 1996 were
relatively consistent with those of the quarter ending March 31, 1995.
The increases in operating and administrative and professional fees are
due to the fees and other administrative expenses associated with engaging
a third party entity to perform asset management, accounting and investor
services for HPP'89.

     In general, the Investee Entities, including TCAMP, have completed the
lease-up   phase.    Three   properties  have   essentially   met   leasing
expectations,  albeit  in some cases at rents below original  expectations,
while Jenkins Court had slower leasing than was originally projected.

     Both 402 Julia and the Cosmopolitan are residential properties with
traditional, annual 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 leases to individual that expire within one year of
signing.  There are 19 commercial units, with leases which range in length
from one to seven years.  The largest commercial tenant occupies only 5.8%
of the total square feet of the property.
    
     402 Julia has had better than 90% occupancy levels since July 1990 and
was  96%  leased at March 31, 1996.  This 24 unit residential building  has
benefited from a relatively strong New Orleans market.

      TCAMP had leased approximately 98% of its units at March 31, 1996 and
has  met occupancy projections.  This 255 unit property operates in a  very
competitive lowertown St. Paul market and has leased over 95% of its  units
since   1992.   Consequently,  increased  rental  operations  resulted   in
increased  expenses, particularly expenses associated  with  utilities  and
real estate taxes.

      Due  to slow  leasing activity and a decline in office rental  rates,
Jenkins  Court had difficulty making debt service payments since the  start
of  its loan on its construction 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 were 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 further
extend the Notes.  On September 30, 1994, the lender sold Notes A and B  to
a  real  estate  investment  entity,  the  current  holder  of  the  notes.
Management  of  Jenkins Court entered into negotiations  with  the  current
holder  to  extend  or  restructure the notes. On November  23,  1994,  the
current 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
Partnership  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.

      Considering  the unlikelihood of a successful plan of reorganization,
and  that  maximum vesting of the remaining Rehabilitation Tax Credits  had
been  achieved for 1995 as of June 30, 1995, Jenkins Court negotiated  with
the  current  holder  for  a resolution to the bankruptcy  litigation.   On
August  31,  1995,  Jenkins Court and the mortgage holder  entered  into  a
settlement  agreement  by which:  Jenkins Court transferred  the  deed  and
title  to the property to the mortgage holder; the mortgage holder released
Jenkins  Court and its Guarantors from all indebtedness; and Jenkins  Court
was  provided $25,000 to pay certain professional fees incurred during  the
bankruptcy proceedings.




                                    17
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                              MARCH 31, 1996
                                     
                                (UNAUDITED)

     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.    Partnership  assets  include  approximately   $312,000   of
unsecured  receivables  from the developer and its affiliates;  partnership
liabilities include approximately $94,000 of trade payables, 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.

      As  of March 31, 1996, Portland Lofts had approximately 97% occupancy
of  residential  units and 100% occupancy of net rentable commercial  space
for  a  combined occupancy of approximately 98%.  The construction loan  on
this  property and an unsecured note were extended to March  1,  1992.   On
June  30,  1992,  Portland  Lofts refinanced its  construction  loan  to  a
variable  rate  mortgage  note  requiring monthly  principal  and  interest
payments and maturing on April 1, 1997.

      In July 1993, the mortgage note and the unsecured note were purchased
by  a  real estate investment entity, referred to as the current holder  of
the  mortgage  and  unsecured notes.  The current holder  claims  that  the
unsecured  note  has  matured and is in default.   It  is  Portland  Lofts'
position  that the maturity date of the unsecured note had been effectively
extended to correspond with the maturity date of the mortgage note.   Also,
the  current holder claims that a default on the unsecured note constitutes
a default on the mortgage note.

      On  October 7, 1994, the current holder demanded full payment of  the
unsecured note by November 10, 1994.  The guarantors of the unsecured  note
maintained  that they did not have the funds to payoff the unsecured  note.
On  November  11,  1994,  the  current holder  filed  judicial  foreclosure
proceedings  against Portland Lofts for non-payment of the unsecured  note.
Portland Lofts successfully contested through the Circuit Court of  Oregon,
Multnomah  County, the current holder's right to foreclose on the property.
Portland Lofts' position was that the default claimed on the unsecured note
does not constitute a default on the mortgage note.  On August 25,1995, the
court  issued  a summary judgment in favor of Portland Lofts  and  affirmed
that the current holder cannot foreclose on the property due to the default
claimed on the unsecured note.

      However,  the current holder continues to pursue the payment  of  the
$550,000  unsecured note through litigation.  While this case is  still  in
the  discovery phase, debt service payments on the unsecured note have been
paid  by  Portland  Lofts and accepted by the current holder.  The  current
holder  maintains  that  acceptance  of  debt  service  payments  does  not
constitute  a  waiver  of  any rights under the note.   Portland  Lofts  is
continuing to negotiate with the current holder to resolve this dispute out
of  court.   The result of such negotiations or a court decision cannot  be
determined at this time.

      Certain factors mentioned previously, among others, raise substantial
doubt  about the ability of Portland Lofts to continue as a going  concern.
On  August 31, 1995, Jenkins Court transferred title and ownership  of  its
property  to the current holder of the mortgage through a deed in  lieu  of
foreclosure to maximize the vesting of Rehabilitation Tax Credits.  Such  a
transfer resulted in only a partial recapture of Rehabilitation Tax Credits
generated in 1991.  Also, if Portland Lofts were not able to continue as  a
going  concern,  there  could  be  further  adverse  consequences  to   the
Partnership  which  could include a loss of significant  economic  benefits
from  the  Portland  Lofts Investee Partnership.  Both  Jenkins  Court  and
Portland  Lofts  are  fully  reserved for at March  31,  1996.   Also,  the
Partnership,  as  a  general partner of the Investee Partnerships,  may  be
liable  for certain creditor claims with recourse that cannot be  satisfied
by the Investee Partnerships. If the above mentioned events were to happen,
the Partnership itself would still own ownership interests in its remaining
Investee Entities, 402 Julia and TCAMP.








                                    18
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                              MARCH 31, 1996
                                     
                                (UNAUDITED)


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
































                                    19
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                        PART II - OTHER INFORMATION
                                     
                              MARCH 31, 1996



Item 1.   Legal Proceedings

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

          As mentioned in the Results of Operations section, 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.   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.

                Also, as mentioned in the Results of Operations section, on
          November 11, 1994 the current holder of the mortgage note and  an
          unsecured  note  of  Portland  Lofts filed  judicial  foreclosure
          proceedings  against  Portland  Lofts  for  non-payment  of   the
          unsecured  note.  It  was  Portland  Lofts'  position  that   the
          unsecured  note  is  not due and that the maturity  date  of  the
          unsecured  note had been effectively extended to correspond  with
          the  maturity  date  of  the mortgage note.  The  current  holder
          claimed  that  a  default  on the unsecured  note  constitutes  a
          default  on  the  mortgage  note.   Portland  Lofts  successfully
          contested through the Circuit Court of Oregon, Multnomah  County,
          the   current  holder's  right  to  foreclose  on  the  property.
          Portland  Lofts'  position was that the default  claimed  on  the
          unsecured  note  does not constitute a default  on  the  mortgage
          note.  On August 25, 1995, the court issued a summary judgment in
          favor of Portland Lofts, affirming that the current holder cannot
          foreclose  on  the  property due to the claimed  default  on  the
          unsecured note.  However, the current holder continues to  pursue
          the  payment  of  the unsecured note through direct  negotiations
          with Portland Lofts, as well as through the court.

               To the best knowledge of the General Partner, Jenkins Court,
          402  Julia  nor  The  Cosmopolitan at  Mears  Park  is  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 Form 8-K

              (a)  Exhibits
                   None.

              (b)  Reports from Form 8-K
                   None.






                                    20
         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP



                                    21
         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:   May  15,  1996     By:       /s/Terrence P. Sullivan
                                     Terrence P. Sullivan,
                                     President

                           and


Date:    May 15, 1996      By:       /s/ Terrence P. Sullivan
                                     Terrence P. Sullivan,
                                     General Partner





























                                    22