UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]   Quarterly  Report  Pursuant to Section 13 or 15 (d) of the  Securities
Exchange Act of  1934
        For  the  quarter  ended  March  31,  2000
                or
[ ]Transition  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934
        For the transition period from              to

Commission File Number 33-24129

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

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

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

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



<PAGE>





            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                   FORM 10-QSB
                        MARCH 31, 2000 TABLE OF CONTENTS






PART  I  -  FINANCIAL INFORMATION

         Financial Statements

              Balance Sheets                                              3

              Statements of Operations                                    4

              Statements of Partners' Equity (Deficit)                    5

              Statements of Cash Flows                                    6

              Notes to Financial Statements                               7-12

          Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                          13-14

PART II  -  Other Information                                             15

              Signatures                                                  16



<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                      MARCH 31, 2000 AND DECEMBER 31, 1999


<TABLE>
<CAPTION>
<S>                                                                                        <C>                     <C>

                                     ASSETS
                                                                                             2000                     1999
                                                                                     --------------------     --------------------
                                                                                          (Unaudited)

INVESTMENTS IN INVESTEE ENTITIES                                                           $   4,047,376            $   4,060,681
     Less reserve for realization of investments
       In Investee entity                                                                     (3,469,267)             (3,469,267)
                                                                                      --------------------     --------------------

                                                                                                 578,109                  591,414

CASH EQUIVALENTS                                                                                 537,144                  476,949
OTHER ASSETS                                                                                      65,729                   64,000
                                                                                      --------------------     --------------------


                                                                                           $   1,180,982           $    1,132,363
                                                                                      ====================     ====================


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                                 $      45,183           $       43,686
                                                                                      --------------------     --------------------

              Total liabilities                                                                   45,183                   43,686
                                                                                      --------------------     --------------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                                          1,355,777                1,309,126
     General Partner's Deficit                                                                  (219,978)                (220,449)
                                                                                      --------------------     --------------------

              Total partners' equity                                                           1,135,799                1,088,677
                                                                                      --------------------    ---------------------

                                                                                           $   1,180,982            $   1,132,363
                                                                                      ====================     ====================
</TABLE>



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

                                       3
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                  (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                    <C>                  <C>
                                                                                         2000                 1999
                                                                                  ----------------    -----------------


REVENUE:
     Interest and other income                                                         $   5,787            $   1,858
                                                                                  ----------------    -----------------
EXPENSES:
     Operating and administrative                                                         84,360               57,898
                                                                                  ----------------    -----------------
LOSS FROM OPERATIONS                                                                    ( 78,573)             (56,040)

EQUITY IN INCOME OF INVESTEE ENTITIES                                                    125,695              112,641
                                                                                  ----------------    -----------------


NET INCOME                                                                            $   47,122           $   56,601
                                                                                  ================    =================

NET INCOME ALLOCATED TO GENERAL PARTNER                                               $      471           $      566
                                                                                  ================    =================

NET INCOME ALLOCATED TO LIMITED PARTNERS                                              $   46,651           $   56,035
                                                                                  ================    =================
NET INCOME PER UNIT OF INVESTOR LIMITED
     PARTNERSHIP INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                                                           $     1.75           $     2.11
                                                                                  ================    =================
</TABLE>


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

                                       4

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                 FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND
                      FOR THE YEAR ENDED DECEMBER 31, 1999


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

BALANCE, December 31, 1998                               26,588        $ 1,033,973          $  (223,228)          $    810,745

  Net Income                                                 -             275,153                2,779                277,932
                                                --------------    -----------------    ----------------    ------------------

BALANCE, December 31, 1999                               26,588          1,309,126             (220,449)             1,088,677

  Net Income (unaudited)                                      -             46,651                  471                 47,122
                                                  --------------    -----------------    ----------------    ------------------

BALANCE, March 31, 2000 (unaudited)                      26,588        $ 1,355,777          $  (219,978)          $  1,135,799
                                                  ==============    =================    ================    ==================
</TABLE>


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

                                       5
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                     <C>                    <C>
                                                                                       2000                   1999
                                                                                  ------------------     -----------------



CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                         $   47,122            $   56,601
     Adjustment to reconcile net income to
       net cash provided by (used in) operating activities:
         Equity in income in investee entities over (under)
            distributions received                                                          13,305               (73,641)
         Increase in other assets                                                           (1,729)                   -
         Increase (decrease) in accounts payable and accrued expenses                        1,497               (21,326)
                                                                                  ------------------     ------------------
             Net cash provided by (used in) operating activities                            60,195               (38,366)
                                                                                  ------------------     -----------------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                 60,195               (38,366)

CASH EQUIVALENTS, BEGINNING OF PERIOD                                                      476,949               170,981
                                                                                  ------------------     -----------------

CASH EQUIVALENTS, END OF PERIOD                                                        $   537,144            $  132,615
                                                                                  ==================     =================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                            $         -            $        -
                                                                                  ==================     =================
</TABLE>


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

                                       6

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000
                                  (UNAUDITED)


(1)      Organization and General Partner - BHP

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

         The  general  partner  of HPP'89 is Boston  Historic  Partners  Limited
         Partnership (BHP), a Massachusetts limited partnership.  BHP was formed
         in  November  1986  for the  purpose  of  organizing,  syndicating  and
         managing  publicly  offered real estate  limited  partnerships  (Public
         Rehabilitation Partnerships). As of March 31, 2000, BHP has established
         three such partnerships, including HPP'89.

(2)      Basis of Presentation

         The  accompanying  unaudited  financial  statements of HPP'89 have been
         prepared in accordance with generally  accepted  principles for interim
         financial  information  and generally with  instructions to Form 10-QSB
         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, 2000
         are not necessarily  indicative of the results that may be expected for
         the year ending  December 31, 2000. For further  information,  refer to
         the financial  statements and footnotes  thereto included in the Annual
         Report on Form 10-K for the year ended December 31, 1999 for HPP'89, as
         filed with the Securities and Exchange Commission.

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

         HPP'89  currently  has general  partnership  interests  in two Investee
         Entities and is a managing member in another  Investee  Entity.  HPP'89
         also had a general  partnership  interest in a former Investee  Entity,
         Jenkins Court.

         As discussed below, in March 1996, HPP'89  contributed  land,  building
         and  improvements  and furniture and equipment  related to its property
         located in St. Paul, Minnesota (the Cosmopolitan Building), and certain
         other assets and liabilities,  to a limited liability company for a 50%
         ownership interest in the Investee Entity.

         HPP'89's current allocable percentage of operating income and/or losses
         in the Investee  Entities  ranges from 50% to 99%. Each of the Investee
         Entities'  agreements  is  different  but, in general,  provides  for a
         sharing  of  management  duties  and  decisions  among  HPP'89  and the
         respective  local  general  partners  or other  managing  members,  and
         certain  priorities  to HPP'89 with  respect to return on and return of
         invested  capital.  Significant  Investee Entity decisions  require the
         approval  of both  HPP'89  and the  local  general  partners  or  other
         managing  members.  In addition,  each Investee Entity has entered into
         various agreements with its local general partners or members, or their
         affiliates, to provide development,  management and other services, for
         which  the  local   general   partners  or  other   members  (or  their
         affiliates), are paid fees by the respective Investee Entity.

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

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

                                       7

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


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

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

         On November 23, 1994,  Jenkins  Court filed a petition for relief under
         Chapter 11 of the federal  bankruptcy laws in United States  Bankruptcy
         Court for the jurisdiction of the Eastern District of Pennsylvania.  On
         August 31, 1995, after maximum vesting of the remaining  Rehabilitation
         Tax Credits had been achieved for 1995 and considering the unlikelihood
         of a successful plan of reorganization,  Jenkins Court and the mortgage
         holder  entered into a settlement  agreement  under which Jenkins Court
         transferred the deed and title of the property to the mortgage  holder.
         The 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  owned  investment  property  or had
         property   operations   after  August  31,  1995,   the  Jenkins  Court
         partnership  remained in existence  until  December 31, 1999 to resolve
         certain partnership assets and liabilities.

         In September 1999,  HPP'89 collected  $113,752 from the proceeds of the
         collateral  securing a $250,000  default loan receivable by HPP'89 from
         Jenkins Court.  The $250,000  previously  provided to Jenkins Court was
         initially  recorded  as a  reduction  to equity  in income of  investee
         entities  by  HPP'89.  The  $113,752  received  during  the year  ended
         December  31,  1999 was  included  in  equity  in  income  of  investee
         entities.  In October 1999,  Jenkins Court and its  affiliates  and the
         developer and its affiliates entered into agreements for mutual release
         and agreed to liquidate Jenkins Court effective December 31, 1999.

         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.  During the three months ended March 31, 2000,  the economic
         occupancy of its residential  units was 96% and the economic  occupancy
         for its commercial space was 100% for a combined economic  occupancy of
         96%.

         HPP'89 originally  contributed $775,000 to the capital of 402 Julia and
         owns  a  general  partnership   interest  therein.   HPP'89's  original
         investment in 402 Julia  represented  approximately 4% of the aggregate
         amount  which  HPP'89  has  contributed  to the  capital  of its  three
         Investee  Entities acquired in 1989 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  required  an  initial  payment  of
         $100,000,  which was received in September  1993,  and requires  annual
         payments of $3,500  through 2016 and a final payment of $4,500 in 2017.
         At March 31, 2000 and  December  31, 1999,  the  remaining  uncollected
         payments total  $64,000,  which are secured by the interest sold to the
         developer  general  partner.  The sale transaction did not generate any
         Investment Tax Credit recapture.

                                       8
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


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

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

         HPP'89 recorded net income from the 402 Julia Investment of $10,583 and
         $4,685,  respectively,  for the three  months  ended March 31, 2000 and
         1999,  as well as  amortization  of $813 for each of the  three  months
         ended March 31, 2000 and 1999.

         Portland Lofts  Associates  Limited  Partnership  (Portland Lofts) is a
         Delaware  limited  partnership  formed on  August  8, 1989 to  acquire,
         construct,  rehabilitate, operate and manage three buildings containing
         89  residential  units and 29,250  square  feet of ground  floor  space
         useable as either commercial space or as home/studio space for artists,
         located at 555 Northwest  Park Avenue in Portland,  Oregon.  During the
         three  months  ended March 31,  2000,  the  economic  occupancy  of its
         residential units was 84% and the economic occupancy for its commercial
         space was 90% for a combined economic occupancy of 86%.

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

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

         In 1990,  HPP'89 had reserved  against its investment in Portland Lofts
         reducing  such  investment  to zero due to the  substantial  doubt that
         Portland Lofts may be able to continue as a going concern. However, due
         to a debt  refinancing  completed in June 1996,  Portland  Lofts is now
         expected to continue as a going concern.

         Generally, under the equity method of accounting, an investment may not
         be carried below zero. Also, all prior cumulative  unrecorded losses of
         an  investment  must be taken into account in recording  the balance of
         such  investment.  As of March 31, 2000,  the net  cumulative  activity
         produced by the Portland Lofts  investment since inception has resulted
         in a net cumulative  unrecorded  loss. For the three months ended March
         31,  2000 and 1999,  HPP'89  was  allocated  a net loss of  $9,856  and
         $12,371,  respectively,  from Portland  Lofts,  thereby as of March 31,
         2000,  the  cumulative  unrecorded  loss relating to the Portland Lofts
         investment totaled $50,057.

         For each of the three  months  ended  March 31,  2000 and 1999,  HPP'89
         received  distributions  of $39,000 from the Portland Lofts  investment
         and such  distributions  were  recorded as equity in income of investee
         entities.

         The  Cosmopolitan  at Mears Park,  LLC (TCAMP) On  December  18,  1989,
         HPP'89 acquired the  Cosmopolitan  Building  containing 255 residential
         units and  approximately  2,200 square feet of  commercial  space.  The
         building was  renovated,  and certain  renovation  costs  qualified for
         Rehabilitation  Tax Credits.  HPP'89's  investment in The  Cosmopolitan
         Building  represented  approximately  39% of the aggregate amount which
         HPP'89  originally  contributed  to the  capital of its three  Investee
         Entities  acquired in 1989 and to purchase  its direct  interest in the
         Cosmopolitan  Building.  During the three  months ended March 31, 2000,
         the economic occupancy of TCAMP was 94%.

                                       9
<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


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

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

         Effective March 15, 1996, HPP'89 contributed the Cosmopolitan Building,
         and certain other assets and liabilities, to TCAMP (a Limited Liability
         Company) for a 50% ownership  interest.  Concurrently,  another  member
         contributed  $650,000  cash  to  TCAMP  for a 50%  ownership  interest.
         Simultaneously,   TCAMP  issued  a  mortgage  note  in  the  amount  of
         $7,000,000,  the proceeds of which, along with the $650,000 contributed
         cash,  were used to  settle  in full  HPP'89's  mortgage  note  payable
         related  to the  Cosmopolitan  Building.  As of  March  15,  1996,  the
         Partnership  accounts  for its  investment  in TCAMP  under the  equity
         method of accounting.

         Distributions  from TCAMP to HPP'89 and the other member are subject to
         the order of distributions  as specified in the Operating  Agreement of
         TCAMP. Until the other member's original $650,000 capital  contribution
         had been repaid in full, to the extent that the Partnership accumulated
         from whatever sources  operating  reserve amounts greater than $140,000
         at the  end  of any  fiscal  year,  the  Partnership  was  required  to
         contribute  such  excess  within  thirty days of the end of such fiscal
         year to TCAMP as additional capital  contributions to be distributed by
         TCAMP  to  its  other  member  as a  return  of  its  original  capital
         contribution.

         On February 27, 1998, HPP'89 contributed to TCAMP $35,288, representing
         operating  reserves in excess of $140,000 at  December  31,  1997.  The
         funds were then  distributed from TCAMP to its other member as a return
         of its  original  capital  contribution.  On May 18,  1998,  the  other
         member's  original  $650,000 capital  contribution was reduced to zero,
         thereby   eliminating  any  future  requirements  for  HPP'89  to  make
         additional capital contributions to TCAMP.

         HPP'89  recorded net income of $76,925 and $69,767 for the three months
         ended March 31, 2000 and 1999, respectively, from the TCAMP Investment.
         HPP'89 received cash distributions of $100,000 from TCAMP for the three
         months ended March 31, 2000.  As of March 31, 2000,  HPP'89 has $50,292
         of undistributed cumulative earnings from the TCAMP investment.

         HPP'89's  investments  in the  Investee  Entities  (excluding  Jenkins
         Court) at March 31,  2000 and  December  31,  1999 are summarized as
         follows:
<TABLE>
<CAPTION>
<S>                                                                     <C>                        <C>

         Cumulative:                                                       2000                       1999
                                                                   ---------------------      ---------------------
                                                                                                   (Audited)
         Investment and advances made in cash                           $    4,880,288             $    4,880,288
         Evaluation and acquisition costs                                      835,709                    835,709
         Interest capitalization and other costs                                39,615                     39,615
         Net equity in loss of Investee Entities                              (395,623)                  (483,131)
         Reserves for realization of investments                            (3,469,267)                (3,469,267)
         Amortization of certain costs                                         (53,793)                   (52,980)
         Distributions received from Investee Entities                      (1,056,200)                  (917,200)
         Sale of one third interest of Investee Entity                        (241,620)                  (241,620)
                                                                   ---------------------      ---------------------
                                                                        $      539,109             $      591,414
                                                                   =====================      =====================
</TABLE>

                                       10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


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

         The equity in income of Investee Entities reflected in the accompanying
         statements  of operations  include  income of $126,508 and $113,454 for
         the three  months  ended  March 31,  2000 and 1999,  respectively,  and
         amortization of certain costs of $813, for the three months ended March
         31, 2000 and 1999, respectively.

         Summary  combined  balance sheets of the Investee  Entities as of March
         31, 2000 and December  31, 1999,  and summary  combined  statements  of
         operations  for the three  months  ended March 31, 2000 and 1999 are as
         follows. The combined balance sheet and statements of operations do not
         include the Jenkins Court Investment.

<TABLE>
<CAPTION>
                             COMBINED BALANCE SHEETS
                                     ASSETS

                                                                           2000                    1999
                                                                      ------------------     -------------------
                                                                                                (Audited)
         <S>                                                            <C>                      <C>
         Buildings and improvements, (net of accumulated
             Depreciation; $4,140,432, 2000; $4,004,320, 1999)          $   14,775,358           $  14,878,362
         Land                                                                2,041,326               2,041,326
         Other assets (net of accumulated amortization;
             $187,844, 2000; $123,795, 1999)                                   485,114                 437,574
         Cash and cash equivalents                                             439,803                 453,186
                                                                     ------------------     -------------------

                  Total assets                                          $   17,741,601          $   17,810,448
                                                                     ==================     ===================

                        LIABILITIES AND PARTNERS' EQUITY

                                                                               2000                    1999
                                                                     ------------------      -------------------
           Liabilities:
           Mortgage and notes payable                                   $   13,102,301          $   13,151,807
           Other liabilities                                                   751,381                 687,191
                                                                     ------------------      ------------------

                  Total liabilities                                         13,853,682              13,838,998
                                                                     ------------------      ------------------


            Partners' equity:
               HPP'89                                                        2,732,726               2,794,074
               Other partners                                                1,155,193               1,177,376
                                                                     ------------------      ------------------

                  Total partners' equity                                     3,887,919               3,971,450
                                                                     ------------------      ------------------

                     Total liabilities and partners' equity             $   17,741,601          $   17,810,448
                                                                     ==================      ==================
</TABLE>
         Members'  equity  in TCAMP  has been  classified  as  partners'
equity in the combined balance sheets.

                                       11

<PAGE>


           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


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

<TABLE>
<CAPTION>

                        COMBINED STATEMENTS OF OPERATIONS

                                                                                 2000                 1999

                                                                          -------------------    ----------------

        <S>                                                               <C>                  <C>
         Revenue:
                 Rental revenue                                               $   1,045,611        $  1,022,743
                 Interest and other income                                           21,342              13,464
                                                                            ----------------      --------------
                                                                                  1,066,953           1,036,207
                                                                          -------------------    ----------------

         Expenses:
               Interest expense                                                     299,053             303,806
               Depreciation and amortization                                        149,091             149,185
               Operating expenses                                                   458,714             458,624
                                                                          -------------------    ----------------
                                                                                    906,858             911,615
                                                                          -------------------    ----------------


         Net income from operations                                            $    160,095         $   124,592
                                                                          ===================    ===================
          Net income allocated to HPP'89                                       $     77,653          $   52,556
                                                                          ===================    ================

          Net income allocated to other partners                               $     82,442          $   72,036
                                                                          ===================    ================
</TABLE>

(4)      Commitments

         Effective July 1, 1998,  HPP'89 engaged Gunn Financial,  Inc. (GFI), an
         unaffiliated  Massachusetts corporation,  to provide accounting,  asset
         management  and investor  services.  GFI provides  such services for an
         annual management fee of $63,000 plus reimbursement of all its costs of
         providing these services.  The agreement expires on the earlier of June
         30, 2006 or liquidation of the Partnership,  as defined.  For the three
         months ended March 31, 2000 and 1999,  GFI was  reimbursed  $42,507 and
         $33,206 for operating costs, respectively.


 (5)     Fair Value of Financial Instruments

         The fair values of cash  equivalents  and accounts  payable and accrued
         expenses at March 31, 2000 and  December  31,  1999  approximate  their
         carrying amounts due to their short maturities.

                                       12

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                                 MARCH 31, 2000


The following  discussion  should be read in conjunction  with the  accompanying
financial  statements for the three month periods ended March 31, 2000 and March
31, 1999 and the Form 10-K for the year ended December 31, 1999.

Special Note Regarding  Forward-Looking  Statements.  Certain statements in this
report may  constitute  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995.  Words  such as  "expects,"
"anticipates,"   "intends,"  "plans,"  "believes,"  "seeks,"   "estimates,"  and
"should," and variations of these words and similar expressions, are intended to
identify these  forward-looking  statements.  The  Partnership's  actual results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements. Limited partners, potential investors and other readers are urged to
consider  that  factor and are  cautioned  not to place  undue  reliance on such
forward-looking  statements.  The forward-looking statements included herein are
made as of the date of this report, and the Partnership undertakes no obligation
to publicly update such forward-looking  statements to reflect subsequent events
or circumstances.  Liquidity and Capital Resources.  The Partnership  terminated
its offering of Units on December 29, 1989,  at which time Limited  Partners had
purchased 26,588 Units, representing gross capital contributions of $26,588,000.
The  Partnership  originally  invested  an  aggregate  of  $11,158,064  in three
Investee   Partnerships   which  owned  or   acquired   real   properties,   the
rehabilitation  of  which  qualified  for   Rehabilitation   Tax  Credits.   The
Partnership  also  originally  invested  $5,000,000  in the  Cosmopolitan,  real
property that the Partnership had purchased directly,  and was required to place
a total of  $2,000,000  in an escrow  account with the mortgage  lender for this
property for the purpose of funding operating deficits.

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

The  Cosmopolitan  is a 255  unit  residential  property  located  in St.  Paul,
Minnesota.  On March 15, 1996,  HPP'89 entered into a series of  transactions to
settle  and pay in  full  the  outstanding  mortgage  note on the  Cosmopolitan.
Effective that date,  HPP'89  contributed  the  Cosmopolitan,  and certain other
assets and liabilities, to The Cosmopolitan at Mears Park, LLC (TCAMP) for a 50%
ownership interest in TCAMP.  Concurrently,  another member contributed $650,000
cash to TCAMP  for a 50%  ownership  interest  in TCAMP.  Simultaneously,  TCAMP
issued a mortgage note in the amount of  $7,000,000  the proceeds of which along
with the  $650,000  contributed  cash,  were  used to  settle  in full  HPP'89's
mortgage note payable related to the Cosmopolitan Building.

Portland  Lofts is a  mix-use  property  located  in  Portland,  Oregon  with 89
residential  units and 29,250 square feet of commercial space. On June 20, 1996,
Portland Lofts issued a promissory mortgage note in the amount of $5,625,000 and
a  promissory  note to a general  partner in the amount of  $340,000  to provide
sufficient  funds to refinance  its mortgage  debt and pay in full certain other
debt and all related closing costs.

402  Julia is a mix-use  property  located  in New  Orleans,  Louisiana  with 24
residential  units and 3,500 square feet of commercial  space.  On September 16,
1993, HPP'89 sold one-third of its general partnership  interest in 402 Julia to
the developer general partner for $185,000.  HPP'89's  percentage of interest in
402 Julia was thereby reduced from 98% to 65%. The terms of the sale required an
initial payment of $100,000,  which was received in September 1993, and requires
annual payments of $3,500 through 2016 and a final payment of $4,500 in 2017. On
July 17, 1998,  402 Julia  refinanced  its mortgage debt by issuing a promissory
note to a new lender in the amount of $1,000,000.

                                       13
<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                                 MARCH 31, 2000


Jenkins  Court  was a  174,000  square  foot  building  located  in  Jenkintown,
Pennsylvania  leased to office  and  retail  tenants.  Jenkins  Court  filed for
protection  under  Chapter 11 Federal  Bankruptcy  laws on November 23, 1994. On
August 31, 1995,  after  maximum  vesting of the  remaining  Rehabilitation  Tax
Credits  had been  achieved  for 1995,  and  considering  the  unliklihood  of a
successful plan of  reorganization,  Jenkins Court  negotiated with the mortgage
holder  to  transfer  the deed and the  title of the  property  to the  mortgage
holder,  in lieu of  foreclosure.  The  Jenkins  Court  partnership  remained in
existence through December 31, 1999 until the resolution of certain  partnership
assets and liabilities.

As of March 31, 2000, the Partnership had $537,144 of total cash.  HPP'89's cash
is used  primarily to fund general and  administrative  expenses of managing the
public  fund.  The  Partnership's  only source of  short-term  liquidity is from
distributions  received  from  Investee  Entities.  The  Partnership  expects to
continue to fund its expenses with cash flow  distributions  from Portland Lofts
and TCAMP.

The short-term  liquidity of the Investee  Entities  depends on their ability to
generate  sufficient  rental income to fund operating  expenses and debt service
requirements. TCAMP, Portland Lofts and 402 Julia have stabilized operations and
TCAMP and Portland  Lofts are expected to generate  cash flow.  The  Partnership
received  distributions  from  Portland  Lofts of $39,000  for each of the three
months ended March 31, 2000 and 1999.  The  Partnership  received  distributions
from TCAMP of $100,000 for the three months ended March 31, 2000.

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

Results of Operations.  The  Partnership  recorded net income,  under  generally
accepted accounting principles,  of $47,122 for the three months ended March 31,
2000,  compared  to net income of $56,601 for the three  months  ended March 31,
1999.  This decrease in net income is  attributable  to an increase in operating
and  administrative  expenses of  approximately  $26,500  offset by increases in
equity  income of investee  entities of  approximately  $13,000 and interest and
other income of $3,900. The increase in equity in income of investee entities is
due to the operating  activity from TCAMP and 402 Julia.  HPP'89's allocated net
income from TCAMP increase by approximately  $7,000,  for the three months ended
March  31,  2000 as  compared  to the  same  period  in 1999,  primarily  due to
increased  revenue,  as a result of  increased  rental  income  rates.  HPP'89's
allocated net income from 402 Julia  increased by  approximately  $6,000 for the
three  months  ended March 31, 2000 as compared to the three  months ended March
31,  1999,  primarily  due  to an  increase  in  rental  income.  Operating  and
administrative  expenses  increased  for the three  months  ended March 31, 2000
compared to the three months  ended March 31,  1999,  mainly due to increases in
overhead costs,  legal,  tax preparation  expense,  and investor  correspondence
expense.

                                       14

<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                 MARCH 31, 2000


Item 1.           Legal Proceedings

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

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

Item 2.           Changes in Securities - Not applicable.

Item 3.           Defaults Upon Senior Securities - Not applicable.

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

Item 5.           Other Information - Not applicable.

Item 6.           Exhibits and Reports from Form 8-K

                  (a) Exhibits - None.

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

                                       15

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


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

                              HISTORIC PRESERVATION PROPERTIES 1989
                              LIMITED PARTNERSHIP

                              By:  Boston Historic Partners Limited Partnership
                                   General Partner

                                   By: Portfolio Advisory Services, Inc.
                                       General Partner

Date:  May 1, 2000                     By:       /s/ Terrence P. Sullivan
                                                 Terrence P. Sullivan
                                                 President

                                       and


Date:  May 1, 2000                     By:      /s/ Terrence P. Sullivan
                                                Terrence P. Sullivan
                                                General Partner

                                       16